Big Rock Partners Acquisition Corp. stockholders who held shares at the June 8, 2021 redemption deadline and did not redeem them before the SPAC’s merger with NeuroRx may qualify to claim a pro rata share of a $2.675 million fund from the BRPA stockholder class action settlement. Claims are open through February 8, 2027, and the settlement hearing is set for January 8, 2027.
Current Status
Claims are open. The deadline is February 8, 2027, for claims filed online or mailed with a legible postmark by that date. The Delaware Court of Chancery has scheduled the settlement hearing for January 8, 2027 at 11:00 a.m.; it was moved from an earlier date at the parties’ request. Final approval has not been granted, and no payment date has been announced. Money will be distributed only after the Court approves the settlement and a plan of allocation and any appeals are resolved.Free settlement alerts
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What Changed Recently?
On October 19, 2026, the Court entered a stipulated scheduling order approving an amended notice and resetting the settlement hearing for January 8, 2027. The Court had adjourned an earlier hearing date on September 25, 2026 at the parties’ request. The settlement website and claim form are live, and Epiq is the settlement administrator.The case is Fulcher v. Ackerman, et al., C.A. No. 2024-0345-PAF, in the Court of Chancery of the State of Delaware, before Vice Chancellor Paul A. Fioravanti, Jr. It concerns Big Rock Partners Acquisition Corp. (BRPA), a special purpose acquisition company that merged with NeuroRx, Inc. in 2021 and was renamed NRX Pharmaceuticals, Inc. BRPA’s May 21, 2021 prospectus told public stockholders they could redeem their shares for about $10.80 each by the June 8, 2021 redemption date; about 552,196 eligible shares were not redeemed.
The complaint, filed April 2, 2024, alleges that BRPA’s sponsor, directors and officers breached their fiduciary duties of loyalty and candor by running a rushed sale process, entering an unfair merger, and impairing stockholders’ redemption rights with a misleading prospectus. The plaintiff alleges the prospectus did not disclose BRPA’s net cash per share, described NeuroRx as worth about $500 million based on a COVID-19 treatment that its partner Relief Therapeutics had already said had failed, and suggested the partnership with Relief was intact when Relief had stopped cooperating. The Settling Defendants deny any wrongdoing, fault or liability, and the Court has made no findings on the merits.
Who Qualifies?
The class is all record and beneficial holders of BRPA common stock as of the June 8, 2021 redemption date who were entitled to redeem their shares but did not, plus successors who received shares by operation of law. Only shares held immediately after the 5:00 p.m. Eastern redemption deadline that day and not submitted for redemption are Eligible Shares. Shares that were redeemed do not count.The defendants, BRPA’s directors, officers and partners as of the redemption date, their immediate families, the directors, officers and partners of NeuroRx and their families, NeuroRx’s parents, subsidiaries and affiliates, and entities they control are excluded. The class is a non-opt-out class, so its members cannot exclude themselves.
How Much Can You Get?
The Settling Defendants will pay $2.675 million in total. According to the notice, that works out to roughly $4.84 per unredeemed share in gross consideration. That figure is before attorneys’ fees of up to $535,000, litigation expenses of up to $200,000, notice and administration costs and taxes, all of which come out of the fund, so the amount actually paid per share will be lower.The net fund is split among eligible claimants pro rata by their relative Total Losses, which the plan of allocation calculates for each Eligible Share as:
- Sold at $10.80 or more: zero.
- Sold below $10.80 between June 8, 2021 and April 2, 2024: $10.80 minus the sale price.
- Still held after the close on April 2, 2024: $10.30 per share, the $10.80 redemption price minus NRXP’s split-adjusted $0.50 close that day.
Every Eligible Share also receives a $0.10 nominal amount on top of its Total Loss. A claimant whose calculated payment is less than $10 receives nothing, and money left after redistributions falls below $50,000 goes to the Combined Campaign for Justice in Delaware. None of the money returns to the defendants.
What Proof or Notice ID Is Required?
The claim form must list the number of BRPA Class A shares held at the close of trading on June 8, 2021, every purchase and sale of BRPA or NRXP stock after that through April 2, 2024, and any NRXP shares still held at the close on April 2, 2024. Each entry must be documented with brokerage statements, trade confirmations or similar records, and purchases and sales are matched first-in, first-out.The online claim form also asks for the last four digits of the beneficial owner’s Social Security or taxpayer identification number and the brokerage account number. Banks, brokers and other nominees filing for clients use a separate nominee filing page on the settlement website.
What Is the Deadline?
Claims are due February 8, 2027. Claims can be submitted online through the settlement website by that date, or mailed; a mailed claim with a legible postmark of February 8, 2027 or earlier is treated as received on the postmark date. The notice does not specify a time of day for online claims.Written objections to the settlement, the plan of allocation or the fee request, and any notice of intention to appear at the hearing, must be filed with the Register in Chancery and served on counsel so they are received by December 24, 2026.
How Do You Take Action?
Claims are filed on the Submit a Claim page of the official BRPA Stockholder Settlement website, which asks for contact details, the BRPA holdings and NRXP trades described above, and uploaded documentation. The online form does not save partial progress, so the settlement website advises having all records ready before starting. A paper claim form, the notice, the stipulation of settlement and the complaint are on the Documents page.What Happens Next?
At the January 8, 2027 hearing, which may be held in person in Wilmington or remotely at the Court’s discretion, the Court will decide whether to finally certify the class, approve the settlement and the plan of allocation, and rule on the fee and expense request and the service award. If the settlement is approved, the Settling Defendants are dismissed with prejudice and the aiding-and-abetting claims against Jonathan Javitt are dismissed without prejudice.After claims are processed, class counsel must ask the Court for a separate order authorizing distribution of the net fund. No payment date had been announced as of November 9, 2026.
Sources and Verification
• Official settlement website — BRPA Stockholder Settlement, including its FAQ and Submit a Claim pages• Settlement documents on the official website — Notice of Pendency and Proposed Settlement of Stockholder Class Action (dated October 19, 2026), Amended Summary Notice, Claim Form, Amended Stipulation and Agreement of Settlement, Compromise, and Release (dated June 3, 2026), and Proposed Order and Final Judgment
• Fulcher v. Ackerman, et al., C.A. No. 2024-0345-PAF (Del. Ch.)
Questions
Can BRPA stockholders opt out of this settlement?
No. The Delaware Court of Chancery preliminarily certified the class as a non-opt-out settlement class under Court of Chancery Rules 23(b)(1) and 23(b)(2), so class members cannot exclude themselves. Class members are bound by the settlement and its release if the Court approves it, whether or not they file a claim. They can object in writing by December 24, 2026.
Do NRX Pharmaceuticals shares bought after the merger qualify?
Only shares that a class member held at the close of the June 8, 2021 redemption deadline and did not redeem are Eligible Shares. NRXP shares bought after that date do not create a claim of their own, although the claim form asks for every purchase and sale through April 2, 2024 so the administrator can match trades on a first-in, first-out basis.
How is each BRPA claimant’s payment calculated?
Each Eligible Share gets a Total Loss: zero for shares sold at $10.80 or more; $10.80 minus the sale price for shares sold below $10.80 between June 8, 2021 and April 2, 2024; and $10.30 for shares still held after April 2, 2024. Every Eligible Share also gets a $0.10 nominal amount. The net fund is divided pro rata by each claimant’s share of all Total Losses, and payments that calculate to less than $10 are not made.
What happens to the claims against Jonathan Javitt?
Javitt is not part of the settlement. According to the notice, the aiding-and-abetting claims against him will be dismissed without prejudice when the settlement is approved, and he is not among the released parties.
Do fees come out of the $2.675 million fund?
Yes. Unlike a claims-made settlement, the fund pays everything. According to the notice, class counsel will ask for attorneys’ fees of up to $535,000 and expenses of up to $200,000, and any service award for the plaintiff, up to $2,500, comes out of that fee award. Notice and administration costs and taxes are also paid from the fund before the rest is distributed.
