Quarterly report pursuant to Section 13 or 15(d)

Reverse Recapitalization (Tables)

v3.21.2
Reverse Recapitalization (Tables)
9 Months Ended
Sep. 30, 2021
Reverse Recapitalization  
Schedule of Reconciliation of Merger, Reverse Recapitalization

The following table reconciles the elements of the Merger to the Unaudited Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2021:

    

Recapitalization

Cash - BRPA trust and cash, net of redemptions

$

4,362,474

Cash - PIPE financing, net of transaction costs

 

8,100,000

Less: transaction costs and advisory fees allocated to NRXP equity

 

(1,412,846)

Effect of Merger, net of redemptions and transaction costs

$

11,049,628

The following table reconciles the elements of the Merger to the Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the nine months ended September 30, 2021:

    

Recapitalization

Cash - BRPA trust and cash, net of redemptions

$

4,362,474

Non-cash net working capital assumed from BRPA

 

(961,555)

Less: notes payable assumed from BRPA

 

(1,100,000)

Less: fair value of assumed Placement Warrants

 

(1,983,674)

Less: fair value of Earnout Cash

 

(25,520,195)

Less: transaction costs and advisory fees allocated to NRXP equity

 

(1,412,846)

Effect of Merger, net of redemptions and transaction costs

$

(26,615,796)

Schedule of Number of Shares of Common Stock Issued Immediately Following Consummation of the Merger

The following table details the number of shares of common stock issued immediately following the consummation of the Merger:

    

Number of Shares

Common stock, outstanding prior to Merger

 

552,412

Less: redemption of BRPA shares

 

(216)

Common stock of BRPA

 

552,196

BRPA Founder and private shares, net of forfeited shares of 875,216

 

1,260,284

Shares issued in PIPE Financing

 

1,000,000

Shares issued for services

 

200,000

Shares issued pursuant to conversion of Public and Private Rights

 

717,250

Merger and PIPE financing shares - common stock

 

3,729,730

NeuroRx shares - common stock (1)

 

44,873,855

Total shares of common stock immediately after Merger

 

48,603,585

(1) The number of NeuroRx common stock was determined from the 14,200,586 shares of NeuroRx common stock outstanding immediately prior to the closing of the Merger converted at the Exchange Ratio. All fractional shares were rounded down.