BRPA Stockholder Settlement

The Notice is intended to inform BRPA stockholders of the pendency of the Action, the terms of the proposed Settlement, and a Settlement Hearing scheduled for October 5, 2026 before the Court of Chancery of the State of Delaware. At the hearing, the Court will consider, among other things, class certification, whether the Settlement is fair, reasonable, and adequate, the proposed Plan of Allocation, Class Counsel’s application for a Fee and Expense Award, and any objections from stockholders. The Court may change the hearing date or approve the Settlement with modifications without further notice. Receipt of the Notice does not necessarily mean that you are a Class Member or that you will be entitled to a payment.

BRPA was a special purpose acquisition company (SPAC) incorporated in Delaware. In its November 2017 IPO, BRPA sold 6.0 million units at $10.00 per unit, generating gross proceeds of $71.725 million, with the funds placed in a trust account for the benefit of public stockholders. On December 13, 2020, BRPA entered into a business combination agreement with NeuroRx, Inc., and on May 21, 2021 BRPA filed a Prospectus informing stockholders they could redeem their shares for approximately $10.80 per share by the Redemption Date of June 8, 2021. Following the Merger, BRPA was renamed NRX Pharmaceuticals, Inc. Approximately 552,196 shares eligible for redemption were not redeemed.

On April 2, 2024, Plaintiff commenced this Action, alleging that the Settling Defendants breached their fiduciary duties of loyalty and candor by conducting an unduly rushed sales process, entering into an unfair Merger, and impairing stockholders’ redemption rights through allegedly false and misleading statements in the Prospectus — including regarding NeuroRx’s valuation and its relationship with Relief Therapeutics Holding AG. Following mediation before the Honorable Joseph R. Slights III and extensive arm’s-length negotiations, the Settling Parties reached an agreement in principle to settle the Action. This summary is not a finding by the Court and should not be understood as an expression of any opinion on the merits of any claim or defense.

Your interests will be affected if you are a member of the Class, which the Court preliminarily certified solely for settlement purposes as: all record and beneficial holders of BRPA Common Stock as of the June 8, 2021 Redemption Date who were entitled to, but did not, redeem such shares, and their successors-in-interest who obtained shares by operation of law — excluding Defendants; the directors, officers, or partners of BRPA as of the Redemption Date; the immediate families of Defendants and of any NeuroRx director, officer, or partner; NeuroRx’s parents, subsidiaries, and affiliates; any entity in which an excluded party held a controlling interest; and the heirs, successors, or assigns of any excluded person. Please note: the Class is a non-opt-out settlement class under Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2), so Class Members may not exclude themselves.

The Settlement terms are detailed in a Stipulation filed with the Court and available here. In consideration for the release of claims, the Settling Defendants will pay $2,675,000 in total cash for the benefit of the Class. This amount will be deposited into an escrow account and, after deductions for taxes, notice and administration costs, and any Court-approved fees and expenses (the “Net Settlement Fund”), will be distributed to Eligible Class Members according to a Court-approved Plan of Allocation. Distribution will occur only after the Settlement is finally approved and all appeals are resolved. Defendants will have no reversionary interest in the Net Settlement Fund. The Settlement will resolve only the claims against the Settling Defendants; the aiding-and-abetting claims against Jonathan Javitt will be dismissed without prejudice.

Plaintiff and Plaintiff’s Counsel believe the claims have merit but also believe the Settlement provides substantial and immediate benefits to the Class — including the $2,675,000 Settlement value, which represents roughly $4.84 per share in gross consideration before deductions. In agreeing to settle, they considered the risks and uncertainty of continued litigation, the limited financial resources and insurance coverage of the Defendants, the challenges of proof, and the expense and length of further proceedings, concluding that the Settlement is fair, reasonable, adequate, and in the best interests of the Class. The Settling Defendants deny any and all allegations of wrongdoing, fault, liability, or damages and have entered into the Settlement solely to resolve the claims, without any admission of wrongdoing.

If you are eligible to receive a payment from the Net Settlement Fund, you must complete and submit a Claim Form, which must be postmarked or submitted electronically no later than November 5, 2026, or it may be denied. The Net Settlement Fund will be distributed to Eligible Class Members — those who held BRPA Class A Common Stock immediately after the Redemption Deadline (June 8, 2021 at 5:00 p.m. ET) that was not submitted for redemption — on a pro rata basis according to their relative Total Losses.

A “Total Loss” is calculated for each Eligible Share: shares sold at $10.80 or more have a Total Loss of zero (plus a $0.10 per-share Nominal Amount); shares sold below $10.80 between June 8, 2021 and April 2, 2024 have a Total Loss equal to $10.80 minus the sale price (plus the Nominal Amount); and shares held after April 2, 2024 have a Total Loss of $10.30 per share (plus the Nominal Amount). Each Eligible Class Member’s pro rata share is the sum of their Total Losses divided by the combined Total Losses of all Eligible Class Members, multiplied by the Net Settlement Fund. Distributions calculating to less than $10.00 will not be made. The Court may modify the Plan of Allocation without further notice, and any changes will be posted to the Settlement website.

If the Settlement is approved, the Court will enter an Order and Final Judgment dismissing the Settling Defendants from the Action with prejudice and dismissing the aiding-and-abetting claims against Jonathan Javitt without prejudice. Upon the Effective Date, the Released Plaintiff Parties will fully and forever release the Released Defendant Parties from all Released Plaintiff’s Claims — including Unknown Claims — arising from the facts and circumstances alleged in the Action, except for claims to enforce the Settlement, and the Settling Defendants will grant a reciprocal release. Class Members will be deemed to have waived the protections of California Civil Code § 1542 and any similar law regarding unknown claims. All proceedings against the Settling Defendants (other than those related to the Settlement) are stayed, and Class Members are barred from prosecuting the released claims pending final approval.

Plaintiff’s Counsel have not yet received any payment for their services or reimbursement of expenses. Before final approval, they will apply to the Court for a Fee and Expense Award consisting of attorneys’ fees not to exceed $535,000, plus litigation expenses not to exceed $200,000. Plaintiff’s Counsel may also seek a service award for Plaintiff not to exceed $2,500, to be paid exclusively out of the Fee and Expense Award. Any amounts awarded will be paid solely from the Settlement Fund. Class Members are not personally liable for any such fees or expenses, and the Court’s decisions on these requests will not affect the validity of the Settlement.

The Settlement Hearing will be held on October 5, 2026 at 3:15 p.m. before The Honorable Paul A. Fioravanti, Jr., Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by telephone or videoconference in the Court’s discretion. At the hearing the Court will consider final class certification, the fairness of the Settlement, the Plan of Allocation, Class Counsel’s Fee and Expense Award, any objections, and any service award to Plaintiff. Class Members do not need to attend to receive a payment. The date, time, and format may change without further written notice, so please monitor the Court’s docket and the Settlement website.

Any Class Member may object to the Settlement, the Plan of Allocation, and/or the Fee and Expense Award. To be heard, a written objection and supporting papers must be filed with the Register in Chancery and served on counsel so that they are received no later than September 21, 2026. Objections must identify the objector, provide documentation of Class membership, state the grounds for the objection, and attach any supporting materials. You may file a written objection without attending the hearing, but you may not appear at the hearing unless you first file and serve a written objection as described. Counsel of record are:

Brokerage firms, banks, and other nominees who held shares of BRPA Common Stock on June 8, 2021 for the benefit of others are directed, within seven (7) calendar days of receipt of the Notice, to either (a) request from the Settlement Administrator sufficient copies of the Notice to forward to all such beneficial owners and forward them within seven (7) calendar days; or (b) provide a list of the names, addresses, and (if available) email addresses of all such beneficial owners to the Settlement Administrator at BRPA Stockholder Settlement, c/o Epiq Systems, Inc., PO Box 3170, Portland, OR 97208-3170. Nominees may seek reimbursement of their reasonable documented expenses. Additional copies of the Notice may be obtained from the Settlement website, by calling 1-877-357-7760, or by emailing info@BRPAStockholderSettlement.com.

This website does not purport to be a comprehensive description of the Action or the terms of the Settlement. For more detailed information, you may review the papers on file, including the Stipulation, during regular office hours at the Office of the Register in Chancery, Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. Copies of the Stipulation, the Complaint, and related orders are also posted on the Documents page. If you have questions, you may contact the Settlement Administrator at BRPA Stockholder Settlement, c/o Epiq Systems, Inc., PO Box 3170, Portland, OR 97208-3170, or Plaintiff’s Counsel: Donald J. Enright, Esq., Levi & Korsinsky, LLP, 1101 Vermont Ave. N.W., Suite 800, Washington, DC 20005, (202) 524-4290, denright@zlk.com. Please do not call or write the Court or the Office of the Register in Chancery regarding the Notice.