Legal Proceedings.
−Removed: On October 6, 2021, Relief Therapeutics Holding AG (“Relief Therapeutics”) filed a complaint (the “Complaint”) in New York State Court (the “NYS Court”), claiming that the Company failed to honor its obligations under the collaboration agreement dated September 18, 2020 (the “Collaboration Agreement”).
−Removed: The Complaint seeks several remedies, including damages for alleged breaches of the terms of the Collaboration Agreement.
−Removed: The Company believes that the claims are baseless and without merit.
−Removed: On January 10, 2022, the Company filed a complaint in NYS Court, claiming Relief Therapeutics breached and repudiated the Collaboration Agreement.
−Removed: The Company’s complaint seeks damages of at least $185 million.
−Removed: Efforts to resolve the litigation through mediation have not been successful, but the parties continue to seek a mutually acceptable resolution to the claims.
−Removed: If such a resolution cannot be found, the Company intends to defend itself vigorously and to prosecute its claims against Relief Therapeutics.
−Removed: There can be no assurance, however, that we will be successful in our claims or in our opposition to Relief Therapeutics’ claims.
−Removed: On June 13, 2022, the plaintiffs in the securities class action lawsuit captioned “Dal Bosco v.
−Removed: NRx Pharmaceuticals, Inc.
−Removed: et al.” filed a notice in the U.S.
−Removed: District Court for the District of Delaware voluntarily dismissing the action against NRx Pharmaceuticals and its former officers.
+Added: On October 6, 2021, Relief Therapeutics Holding AG (“Relief Therapeutics”) filed a complaint (the “Complaint”) in New York State Court (the “NYS Court”), claiming that the Company failed to honor its obligations under the collaboration
+Added: agreement dated September 18, 2020 (the “Collaboration Agreement”).
+Added: which was followed by a counter claim from the Company for breach and repudiation of the Collaboration Agreement by Relief Therapeutics.
+Added: On November 12, 2022, the Company and Relief Therapeutics entered into a Settlement Agreement and an Asset Purchase Agreement (“APA”), which are intended to resolve the parties’ claims.
+Added: The parties have thirty (30) days to implement the terms of the Settlement Agreement and APA and achieve closing.
+Added: Upon closing, the parties will dismiss their respective claims.
+Added: Please See Section 14 - Subsequent Events for a description of the settlement arrangements.
On August 12, 2022, the Company received a demand for arbitration (the “Demand”) from GEM Yield Bahamas Limited and GEM Global Yield LLC SCS (collectively, “GEM”).
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(“NeuroRx"), failed to satisfy its obligation to pay GEM a commitment fee in the amount of HK$ 15,000,000 (approximately US$1,914,087 at current exchange rates) pursuant to a Share Subscription Facility Agreement, executed on October 18, 2019, by and among NeuroRx and GEM (the “Agreement”).
−Removed: NeuroRx expects to
−Removed: vigorously defend its position that payment of the commitment fee is neither due nor owing under the terms of the Agreement.
+Added: NeuroRx expects to vigorously defend its position that payment of the commitment fee is neither due nor owing under the terms of the Agreement.
In addition to the matters described above, we may become involved in various legal actions incidental to our business.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.