Form 8-K Big Rock Partners Acquis For: Jan 15
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): January 15,
2021
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-38302
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82-2844431
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2645 N.
Federal Highway, Suite 230
Delray
Beach, FL
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33483
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s telephone number, including area
code: (310)
734-2300
Not Applicable
(Former Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☒ Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Units, each consisting of one share of Common Stock, one Right and
one-half of one Warrant
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BRPAU
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The NASDAQ Stock Market LLC
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Common Stock, par value $0.001 per share
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BRPA
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The NASDAQ Stock Market LLC
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Rights, exchangeable into one-tenth of one share of Common
Stock
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BRPAR
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The NASDAQ Stock Market LLC
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Warrants, each whole warrant exercisable for one share of Common
Stock at an exercise price of $11.50
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BRPAW
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The NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this
chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. □
Item 8.01. Other Events.
On January 15, 2021, Big Rock Partners Acquisition
Corp. (the “Company”) received notice from the Nasdaq
Office of General Counsel that a Nasdaq Hearings Panel
(“Panel”) had granted the Company’s request to
continue its listing on Nasdaq through May 24, 2021
(“Extended Date”). As previously reported, the Company
received notice from the Listing Qualifications Department
(“Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) stating that, as of November 20, 2020, the
Company was not in compliance with Nasdaq Listing Rule IM-5101-2,
which requires a special purpose acquisition company to complete
one or more business combinations within 36 months of the
effectiveness of the registration statement filed in connection
with its initial public offering, and that the Company’s
securities would be subject to delisting unless the Company timely
requested a hearing before the Panel. On January 4, 2021, the
Company received an additional notice from the Staff stating that
the Company’s failure to hold an annual stockholder meeting
for the fiscal year ended December 31, 2019 by December 31, 2020,
as required by Nasdaq Listing Rule 5820, could serve as an
additional basis for delisting the Company’s securities from
Nasdaq. The Company requested a hearing before the Panel to appeal
the Staff’s determination with respect to both notices and
the hearing was held on January 14, 2021. The Panel’s
decision is subject to certain conditions, including that the
Company will have completed its previously-announced proposed
business combination (the “Business Combination”) with
NeuroRx, Inc. (“NeuroRx”) on or before the Extended
Date and that the combined company will have demonstrated
compliance with all requirements for initial listing on Nasdaq.
While the Company expects to complete the Business Combination by
the Extended Date, the Company cannot assure you that it will be
able to do so. As previously
disclosed, the Business Combination is subject to certain closing
conditions and may be terminated prior to closing by the parties in
certain circumstances, including in the event that the Business
Combination is not consummated by April 23, 2021, which are
described in more detail in the Current Report on Form 8-K filed by
the Company with the Securities and Exchange Commission
(“SEC”) on December 17, 2020. In the event that the
Company does not complete the Business Combination by the Extended
Date or fails to demonstrate compliance with the Nasdaq initial or
continued listing rules, the Company’s securities will be
suspended from trading on Nasdaq.
Cautionary Note Regarding Forward Looking Statements
Statements
contained in this Current Report on Form 8-K that are not
historical facts may be forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking
statements generally relate to future events or the Company's
future financial or operating performance. In some cases, you can
identify forward-looking statements because they contain words such
as "may," "will," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential" or "continue" or
the negative of these words or other similar terms or expressions
that concern the Company’s expectations, strategy, plans or
intentions. Such forward-looking statements may relate to, among
other things, the Company’s continued efforts and ability to
regain and maintain compliance with the Nasdaq Listing Rules. Such
forward-looking statements do not constitute guarantees of future
performance and are subject to a variety of risks and
uncertainties. The Company does not undertake any obligation to
update forward-looking statements as a result of new information,
future events or developments or otherwise.
Additional Information and Where to Find It
This
document relates to a proposed Business Combination and related
transactions between NeuroRx and the Company
(“Transactions”). This document does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The Company
intends to file a registration statement on Form S-4
(“Registration Statement”), which will include a proxy
statement for the solicitation of the approval of the
Company’s stockholders, a prospectus for the offer and sale
of the Company’s securities in the transaction and a consent
solicitation statement of NeuroRx, and other relevant documents
with the SEC. The proxy statement/prospectus/consent solicitation
statement will be mailed to stockholders of the Company and NeuroRx
as of a record date to be established for voting on the proposed
business combination. INVESTORS AND SECURITY HOLDERS OF THE COMPANY
AND NEURORX ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS/CONSENT SOLICITATION STATEMENT AND OTHER
RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS. Investors
and security holders will be able to obtain free copies of the
registration statement, proxy statement, prospectus and other
documents containing important information about the Company and
NeuroRx once such documents are filed with the SEC, through the
website maintained by the SEC at http://www.sec.gov. In addition,
copies of the documents filed with the SEC by the Company can be
obtained free of charge on the Company’s website at
www.bigrockpartners.com or by directing a written request to the
Company at 2645 N. Federal Highway, Suite 230 Delray Beach, FL
33483.
Participants in the Solicitation
The
Company, NeuroRx and their respective directors and executive
officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of the Company’s stockholders in
connection with the proposed Transactions. Investors and
securityholders may obtain more detailed information regarding the
names and interests in the proposed Transactions of the
Company’s directors and officers in the Company’s
filings with the SEC, including the forthcoming proxy
statement/consent solicitation statement/prospectus statement. You
may obtain a free copy of these documents as described in the
preceding paragraph.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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BIG
ROCK PARTNERS ACQUISITION CORP.
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Dated: January
20, 2021
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By:
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/s/ Richard
Ackerman
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Name:
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Richard
Ackerman
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Title:
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Chairman, President
and Chief Executive Officer
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