Current Report Filing (8-k)
August 19 2021 - 10:16AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
August 18, 2021
NRX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-38302
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82-2844431
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1201 Orange Street, Suite
600
Wilmington, Delaware
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19801
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(Address of principal executive offices)
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(Zip Code)
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(484) 254-6134
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed since last
report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, par value $0.001 per share
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NRXP
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The Nasdaq Stock Market LLC
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Warrants to purchase one share of Common Stock
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NRXPW
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2021, NRx Pharmaceuticals,
Inc. (the “Company”) announced the upcoming departure of William Fricker, Chief Financial Officer (CFO) and Treasurer. Mr.
Fricker’s last day with the Company will be August 30, 2021. Mr. Fricker is leaving the Company to pursue other interests. There
were no disagreements between the Company and Mr. Fricker on any matter relating to the Company’s operations, policies or practices
which led to his departure.
Under the Company’s letter
agreement with Mr. Fricker, he will receive an annual bonus of $100,000 for completing his employment contract with the Company.
James Brandon, who served as
Comptroller and Acting CFO for NeuroRx, Inc. since inception through 2020, will resume those duties and Alessandra Daigneault, the Company’s
General Counsel and Corporate Secretary will serve as Acting Treasurer.
The Company has engaged Ira
Strassberg, a financial consultant with extensive public company experience, to support the Company during the transition and lead the
expansion of the Company’s finance department and CFO recruitment. Mr. Strassberg most recently served as Senior Managing Director
and Deputy CFO of Cantor Fitzgerald, L.P. while also serving as CFO of Cantor Commercial Real Estate Company, L.P. His prior positions
include serving on the Board of Directors and Audit Committee of Continental Building Products, Inc. (NASDAQ: CBPX) and a 14-year career
in both audit and consulting at KPMG, where he had direct experience in complex commercial transactions conducted in the Central European
and Caucasus regions.
The Company wishes to thank
Mr. Fricker for his outstanding contributions. He joined the Company as an early stage, privately-held biotechnology company and led the
finance department through the merger with a public company. Mr. Strassberg’s extensive expertise in public company audit and accounting
will be critical in the coming year as the Company prepares for possible commercialization activities across multiple countries and currencies,
while also growing its research and development base to include vaccine development.
“I am enormously enthusiastic
about the prospect of working closely with Mr. Strassberg and benefiting from his wealth of experience in public company financial management,
investment banking, and the complexity of revenue recognition on an international scale,” said Patrick Flynn, Director of NRx and
Chair of its Audit Committee. “I am confident that he will help us build a world-class finance department that will support us in
our next phase of growth.”
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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NRX PHARMACEUTICALS, INC.
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Date:
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August 18, 2021
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By:
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/s/ Alessandra Daigneault
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Name:
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Alessandra Daigneault
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Title:
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General Counsel and Corporate Secretary
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