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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-31 · 58 added, 22 removed, 118 unchanged (40% of the section changed)

1 unchanged sentence

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Interim Chief Executive Officer and Chief Financial Officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our Interim Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, as a result of the material weakness in internal control over financial reporting described below, our Interim Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2021.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

Management identified the lack of segregation of duties in preparing and approving disclosures as a material weakness in our internal control over financial reporting as of December 31, 2021.

This material weakness did not result in a material misstatement to our financial statements or disclosures.

Because of this material weakness, our management concluded that our internal control over financial reporting was not effective as of December 31, 2021.

We reviewed the results of management’s assessment with our Audit Committee.

We are committed to continuing to improve our internal control over financial reporting.

In response to the identified material weakness, our management, with the oversight of the Audit Committee, has developed a remediation plan that includes implementation of a Disclosure Committee.

On March 30, 2022 the Board of Directors approved the Disclosure Committee Charter.

We plan to implement the remediation plan, including the Disclosure Committee, as soon as practical and evaluate its design and operating effectiveness during the remainder of 2022.

We maintain “disclosure controls and procedures,” as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act, designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

In designing and evaluating the disclosure controls and procedures, we recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we were required to apply our judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have carried out an evaluation as of the end of the period covered by this Annual Report on Form 10-K under the supervision, and with the participation, of our management, including our Chief Executive Officer (who serves as our principal executive officer) and our Chief Financial Officer (who serves as our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report on Form 10-K in providing reasonable assurance of achieving the desired control objectives.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Internal control over financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making the assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) .

Based on the results of this assessment, management (including our Chief Executive Officer and our Chief Financial Officer) has concluded that, as of December 31, 2022, our internal control over financial reporting was effective.

Remediation of Material Weakness

To address the previously reported material weakness in internal control over financial reporting described in Part II, Item 9A of our 2021 Form 10-K, we performed risk assessments, designed and implemented new controls, enhanced existing controls, and improved reporting processes.

Based on the actions taken, as well as the evaluation of the design and operating effectiveness of the new controls, we determined that the material weakness has been remediated as of December 31, 2022.

(b) Changes in Internal Control Over Financial Reporting

Management has added resources to its accounting department and implemented a number of process changes to increase the overall control environment as a result of being a public company.

During 2022, we tested and adopted changes to our internal control over financial reporting related to our remediation efforts described above that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than as described in the immediately preceding sentence, we did not make any additional such changes in internal control over financial reporting during the three months ended December 31, 2022.

Other Information

30 unchanged sentences

and its designees

Common Stock Purchase Warrant, dated March 9, 2023 by and between NRX Pharmaceuticals, Inc.

and Purchasers

Form of Securities Purchase Agreement, dated as of August 19, 2021, by and among the Company and the Selling Securityholders.

24 unchanged sentences

License and Option Agreement, dated as of September 1, 2020, between The Research Foundation For The State University of New York and NeuroRx

Incorporated by Reference Exhibit

Exhibit Number

Binding Collaboration Agreement, dated as of September 18, 2020, between Relief Therapeutics Holding Aktiengesellschaft and its wholly owned subsidiary Therametrics Discovery

Aktiengesellschaft and NeuroRx

Incorporated by Reference Exhibit

Exhibit Number

Exclusive Distribution Agreement, dated as of September 25, 2020, between NeuroRx and Cardinal Health 105, Inc.

10 unchanged sentences

and Nephron Pharmaceutical Corporation

Amendment #3 to Manufacturing Supply Agreement, dated as of February 5, 2021, by andamong NeuroRx, Nephron SC, Inc.

Amendment #3 to Manufacturing Supply Agreement, dated as of February 5, 2021, by and among NeuroRx, Nephron SC, Inc.

and Nephron Pharmaceutical Corporation

6 unchanged sentences

and NeuroRx, Inc.

Form of Securities Purchase Agreement, dated as of January 30, 2022, by and among the Company and the Purchasers.

Incorporated by Reference Exhibit

Exhibit Number

Form of Securities Purchase Agreement, dated as of January 30, 2022, by and among the Company and the Purchasers.

Form of Preferred Investment Options, dated as of February 2, 2022, by and among the Company and the holders.

6 unchanged sentences

and REBes Consulting LLC – Robert Besthof

Executive Employment Agreement, dated June 13, 2022, by and between NRx Pharmaceuticals, Inc.

and Seth Van Voorhees

Share Purchase Agreement, dated November 4, 2022, by and between NRx Pharmaceuticals, Inc.

and Streeterville Capital, LLC

Form of Note, dated November 4, 2022, by and between NRX Pharmaceuticals, Inc.

and Streeterville Capital, LLC

Form of Guarantee, dated November 4, 2022, by and between NeuroRx, Inc.

and Streeterville Capital, LLC

Executive Employment Agreement, dated July 12, 2022, by and between NRx Pharmaceuticals, Inc.

and Stephen Willard

Share Purchase Agreement, dated March 8, 2023, by and between NRx Pharmaceuticals, Inc.

and Purchasers

Pill Tracker Supplemental Task Order, dated November 15, 2021.

Amendment to Consulting Agreement, dated March 29, 2023, by and between the Company and Dr.

Jonathan Javitt.

Consent of Independent Registered Accounting Firm

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

2 unchanged sentences

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference Exhibit

Exhibit Number

Interactive data files pursuant to Rule 405 of Regulation S-T formatted in Inline XBRL:

11 unchanged sentences

NRX PHARMACEUTICALS, INC.

/s/ Ira Strassberg

Ira Strassberg

/s/ Seth Van Voorhees

Seth Van Voorhees

Chief Financial Officer (Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 31, 2023 by the following persons on behalf of the registrant and in the capacities indicated:

Robert Besthof

Interim Chief Executive Officer

/s/ Stephen H.

Chief Executive Officer

(Principal Executive Officer)

/s/ Seth Van Voorhees

Chief Financial Officer

Ira Strassberg

Seth Van Voorhees

(Principal Financial Officer and Principal Accounting Officer)

/s/ Patrick J.

/s/ Sherry A.

/s/ Aaron Gorovitz

Aaron Gorovitz

/s/ Chaim Hurvitz

Chaim Hurvitz

/s/ Jonathan C.

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.

What changed 10-K

Item 9A. Controls and Procedures