| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
Transition of Dr. Jonathan Javitt
On March 8, 2022, Dr. Jonathan Javitt, MD,
MPH, announced his retirement from his position as Chief Executive Officer of NRx Pharmaceuticals, Inc. (the “Company”),
effective immediately. As part of the transition, Dr. Javitt has agreed to serve as Chief Scientist and remain on the Company’s
board of directors (the “Board”).
Pursuant to a consulting agreement between
the Company and Dr. Javitt, dated as of March 8, 2022 (the “Javitt Consulting Agreement”), Dr. Javitt will provide
consulting services to the Company for a period of one year, including reviewing and providing scientific and strategic advice to the
Company’s executive officers. The Javitt Consulting Agreement provides for the payment of $250,000 to Dr. Javitt and commencing
on the third month of the Javitt Consulting Agreement, a payment of $75,000 per month, subject to Dr. Javitt’s continued performance
of his obligations under the Javitt Consulting Agreement.
The foregoing summary of the material terms
of the Javitt Consulting Agreement is subject to the full and complete terms of the Javitt Consulting Agreement, a copy of which is attached
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Appointment of Mr. Robert Besthof as Interim
Chief Executive Officer
On March 8, 2022, the Board appointed Mr. Robert
Besthof to serve as Interim Chief Executive Officer of the Company during the transition.
Mr. Besthof has served as the Company’s
Head of Operations and Chief Commercial Officer for us or our predecessor since 2016 where he was responsible for managing the Company’s
operations, partnerships and therapeutics pipeline. Prior to joining our predecessor, Mr. Besthof served as Vice President of Global Commercial
Development for Neuroscience & Pain at Pfizer and also held positions at Eli Lily and Wyeth. Mr. Besthof has managed numerous specialty
disease area business lines and has deep experience identifying commercial pathways and markets, launching breakthrough products and closing
numerous licensing deals. Mr. Besthof began his career at Deutsche Bank and various consulting firms. Mr. Besthof holds a B.A. from Case
Western Reserve University and a Master’s Degree in International Management from the Thunderbird School of Global Management.
Mr. Besthof has no familial relationships with
any executive officer or director of the Company. There have been no transactions in which the Company has participated and in which Mr.
Besthof had a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Employment Arrangements with Mr. Besthof
On March 9, 2022, Mr. Besthof on behalf of
his personal services corporation entered into a letter agreement with the Company (the “Besthof Letter Agreement”).
The Besthof Letter Agreement supplements the consulting agreement entered into by and between the Company and Mr. Besthof’s personal
service corporation, dated as of March 1, 2016, as amended on October 23, 2020. The Besthof Letter Agreement provides for an aggregate
monthly payment of $41,667 (of which $19,667 is for services as the Interim Chief Executive Officer) to Mr. Besthof for total annual payments
at an annual rate of approximately $500,000 and a special payment for 2022 of up to $250,000 based on achievement of certain performance
metrics to be determined by the Board. The Besthof Letter Agreement also provides for the grant of stock options (the “Options”)
to purchase 100,000 shares of the Company’s common stock at an exercise price of $2.61 per share (the closing price on the date
of grant). The Options vest on March 8, 2023, subject to Mr. Besthof’s continued service with the Company.
Mr. Besthof will be considered for the position of permanent Chief Executive
Officer and pursuant to the Besthof Letter Agreement, Mr. Besthof will receive the additional payment of $19,667 per month as Interim
Chief Executive Officer for at least six months, unless he resigns or is terminated for “cause” (as defined in the Besthof
Letter Agreement). If Mr. Besthof is terminated by the Company without “cause” or, under limited circumstances, he resigns,
he may receive separation payments of up to
six months of pay, the special payment, to the extent not yet paid, and vesting of his Options. Mr. Besthof will also be entitled to customary
indemnification and directors and officers insurance coverage.
The foregoing summary of the material terms
of the Besthof Letter Agreement is subject to the full and complete terms of the Besthof Letter Agreement, a copy of which is attached
as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.