What changed in this filing

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Item 9A. Controls and Procedures

2024-03-29 compared with 2023-03-31 · 60 added, 29 removed, 147 unchanged (38% of the section changed)

3 unchanged sentences

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.

We have carried out an evaluation as of December 31 , 2023 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 December 31 , 2023 in providing reasonable assurance of achieving the desired control objectives.

Management’s Report on Internal Control over Financial Reporting

13 unchanged sentences

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, 2023, 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

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.

There were no changes in the Company’s internal controls over financial reporting that occurred during the year ended December 31 , 2023 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company continues to review its disclosure controls and procedures, including its internal control over financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that the Company’s systems evolve with its business.

Other Information

8 unchanged sentences

The information required by this Item 13 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accountant Fees and Services ( KPMG LLP , Short Hills, NJ , PCAOB Auditor ID:

Principal Accountant Fees and Services

The information required by this Item 14 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

3 unchanged sentences

Financial Statements and Supplementary Data in this annual report:

• Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

● Reports of Independent Registered Public Accounting Firms on the Consolidated Financial Statements

● Consolidated Balance Sheets

• Consolidated Statement of Operations

● Consolidated Statement of Operations and Comprehensive Loss

● Consolidated Statements of Stockholders’ Equity (Deficit)

6 unchanged sentences

Exhibit Number

At The Market Offering Agreement, dated August 14, 2023, by and between the Company and H.C.

Wainwright & Co., LLC

Underwriting Agreement, dated February 27, 2024, by and between NRx Pharmaceuticals, Inc.

and EF Hutton LLC

Second Amended and Restated Certificate of Incorporation

Second Amended and Restated By-Laws

Certificate of Designation of Series A Convertible Preferred Stock

Warrant Agreement, dated as of November 20, 2017, by and between BRPA and Continental Stock Transfer & Trust Company

3 unchanged sentences

and Purchasers

Form of Investor Warrant

Form of Warrant Amendment Agreement

Form of Investor Warrant

Incorporated by Reference Exhibit

Exhibit Number

Form of Underwriter’s Warrant

Description of Capital Stock

Form of Common Stock Purchase Warrant

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

4 unchanged sentences

Registration Rights Agreement among BRPA and Big Rock Partners Sponsor, LLC

Incorporated by Reference Exhibit

Exhibit Number

Agreement, dated November 17, 2018, among BRPA, Big Rock Partners Sponsor, LLC and BRAC Lending Group LLC

3 unchanged sentences

Lock-up Agreement, dated May 24, 2021, by and between BRPA and the stockholder parties identified therein

Registration Rights Agreement, dated May 24, 2021, by and among NRx Pharmaceuticals, Inc., certain equityholders of the Registrant named therein and certain equityholders of NeuroRx

named therein

Registration Rights Agreement, dated May 24, 2021, by and among NRx Pharmaceuticals, Inc., certain equityholders of the Registrant named therein and certain equityholders of NeuroRx named therein

Sponsor Agreement, dated May 24, 2021, by and among BRPA, the Big Rock Partners Sponsor, LLC, and BRAC Lending Group LLC

1 unchanged sentence

2021 Omnibus Incentive Plan

Incorporated by Reference Exhibit

Exhibit Number

Form of Subscription Agreement

8 unchanged sentences

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.

4 unchanged sentences

Feasibility Study and Material Transfer Agreement, dated as of January 6, 2021, by and between NeuroRx and TFF Pharmaceuticals, Inc.

Incorporated by Reference Exhibit

Exhibit Number

Manufacturing Supply Agreement, dated as of August 25, 2020, by and among NeuroRx, Nephron SC, Inc.

14 unchanged sentences

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 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

Incorporated by Reference Exhibit

Exhibit Number

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

and Seth Van Voorhees

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

and Stephen Willard

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

4 unchanged sentences

and Streeterville Capital, LLC

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

and Stephen Willard

Settlement Agreement by and between Relief Therapeutics Holding AG, Relief Therapeutics International SA, NeuroRx, Inc.

and NRX Pharmaceuticals, Inc., dated November 12, 2022.

Asset Purchase Agreement by and between Relief Therapeutics Holding AG, Relief Therapeutics International SA, NeuroRx, Inc.

and NRX Pharmaceuticals, Inc., dated November 12, 2022.

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

3 unchanged sentences

Jonathan Javitt.

Development and License Agreement, dated as of June 2, 2023, by and among the Company and Alvogen.*

Form of Securities Purchase Agreement

Lock-Up Agreement

Amendment to Convertible Promissory Note, dated June 30, 2023, by and between NRx Pharmaceuticals, Inc.

and Streetervillle Capital LLC.

Confidential Settlement Agreement and Release, dated July 17, 2023, by and between NRx Pharmaceuticals, Inc., NeuroRx, Inc., GEM Yield Bahamas Limited and GEM Global Yield LLC SCS

Form of Securities Purchase Agreement

Client Agreement, dated August 31, 2023, by and between NRx Pharmaceuticals, Inc.

and LS Associates, a division of LifeSci Advisors, LLC Associates.

Incorporated by Reference Exhibit

Exhibit Number

First Amendment to NRx Pharmaceuticals, Inc.

2021 Omnibus Incentive Plan

First Amendment to Exclusive, Global Development, Supply, Marketing & License Agreement, dated February 7, 2024, by and between NRx Pharmaceuticals, Inc., Alvogen Pharma US, Inc., Alvogen, Inc.

and Lotus Pharmaceutical Co.

Amendment #3 to Convertible Promissory Note, dated February 9, 2024, by and between NRx Pharmaceuticals, Inc.

and Streetervillle Capital LLC.

Form of Securities Purchase Agreement, dated February 29, 2024

Letter from KPMG LLP to the Securities and Exchange Commission dated November 21, 2023

Consent of Independent Registered Accounting Firm

3 unchanged sentences

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

Incorporated by Reference Exhibit

Exhibit Number

NRx Pharmaceuticals, Inc.

Compensation Recovery Policy

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

11 unchanged sentences

NRX PHARMACEUTICALS, INC.

/s/ Seth Van Voorhees

Seth Van Voorhees

/s/ Richard Narido

Richard Narido

Chief Financial Officer (Principal Financial Officer)

3 unchanged sentences

(Principal Executive Officer)

/s/ Seth Van Voorhees

/s/ Richard Narido

Chief Financial Officer

Seth Van Voorhees

Richard Narido

(Principal Financial Officer and Principal Accounting Officer)

/s/ Patrick J.

/s/ Sherry A.

/s/ Aaron Gorovitz

Aaron Gorovitz

/s/ Janet Rehnquist

Janet Rehnquist

/s/ Chaim Hurvitz

2 unchanged sentences

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