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 Binding 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 Binding Collaboration Agreement.
−Removed: We believe 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 $185 million.
−Removed: However, the parties to the lawsuits agreed to engage in an effort to amicably resolve the litigation, held a mediation meeting on February 22, 2022, and plan to hold an additional mediation meeting in the coming months.
−Removed: If the mediation does not resolve the dispute, the Company intends to defend itself vigorously and to prosecute its claims against Relief Therapeutics.
−Removed: There can be no assurance, however, that we will be able to successfully resolve the dispute through mediation or that, in the event the dispute continues in litigation, we will be successful in our claims or in our opposition to Relief Therapeutics’ claims.
−Removed: On January 18, 2022, a federal securities class action complaint was filed against the Company, its Chief Executive Officer at the time, Jonathan Javitt, and its former Chief Financial Officer, William Fricker, by purported stockholder Cristian Dal Bosco (the “Dal Bosco Complaint”).
−Removed: The Dal Bosco Complaint alleges that the Company made false or misleading statements or otherwise failed to disclose that the Company’s EUA application contained insufficient data regarding the potential benefits and risks of ZYESAMI and, accordingly, the FDA was unlikely to approve it.
−Removed: The Company believes the Dal Bosco Complaint is baseless and without merit and intends to defend itself vigorously.
−Removed: There can be no assurance, however, that the Company will be successful.
−Removed: The Dal Bosco Complaint has not been served on the Company, but its filing has led to the filing, and threatened filing, of almost verbatim class action complaints.
+Added: On August 12, 2022, the Company received a demand for arbitration (the “Demand”) from GEM Yield Bahamas Limited and GEM Global Yield LLC SCS (collectively, “GEM”).
+Added: The Demand claims that the Company’s subsidiary, NeuroRx, Inc.
+Added: (“NeuroRx"), failed to satisfy its obligation to pay GEM a commitment fee in the amount of HK$ 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”).
+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.
+Added: On November 12, 2022, NRx Pharmaceuticals, Inc.
+Added: (“NRx” or the “Company”) entered into a Settlement Agreement and Asset Purchase Agreement (“APA”) with Relief Therapeutics Holding AG and Relief Therapeutics International (the “Relief Parties”) to settle the outstanding lawsuit with respect to the Binding Collaboration Agreement dated September 18, 2020 between the Company and the Relief Parties (the “Collaboration Agreement”).
+Added: The closing under the APA occurred on December 17, 2022 and the parties dismissed their respective claims against each other.
+Added: On March 27, 2023, the Company received a copy of a Charge of Discrimination (“Charge”) reportedly filed with the Equal Employment Opportunities Commission and the Texas Workforce Commission Civil Rights Division by Carrier Carretta, the Company’s former Vice President of Clinical Development and Medical Affairs.
+Added: The Charge includes claims for unlawful discrimination and harassment because of sex, unlawfully retaliated for opposing unlawful discrimination and breach of her employment contract.
+Added: The Company intends to work towards a resolution through Ms.
+Added: Carretta’s attorney, but if a settlement cannot be reached, the Company intends to vigorously defend itself against the claims made by Ms.
+Added: At this time, it is too early to determine the probability of an adverse outcome with respect to such claims or make any reasonable estimate of the quantum of any adverse outcome.
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.