Attached files
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| EX-3.1 - AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - NRX Pharmaceuticals, Inc. | brpa_ex31.htm |
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): July 23, 2020
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact
Name of Registrant as Specified in Charter)
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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:
202-654-7060
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:
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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
5.03 Amendments to Articles of Incorporation or Bylaws
The
information included in Item 5.07 is incorporated by reference in
this item to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On July
23, 2020, Big Rock Partners Acquisition Corp. (the
“Company”) held a special meeting of its stockholders
(the “Meeting”). At the
Meeting, the Company’s stockholders considered the following
proposals:
1. A proposal to adopt
and approve an amendment to the Company’s amended and
restated certificate of incorporation (the “charter”) to extend the
date that the Company has to consummate a business combination (the
“Extension”) to December
23, 2020 (the “Extended Date”). The
following is a tabulation of the votes with respect to this
proposal, which was approved by the Company’s
stockholders:
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For
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Against
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Abstain
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Broker
Non-Votes
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2,643,130
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3
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0
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0
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In
connection with this vote, the holders of 27,786 shares of the
Company’s common stock properly exercised their right to
convert their shares into cash at a conversion price of
approximately $10.77 per share, for an aggregate conversion amount
of approximately $299,000.
Following the
Meeting, the Company filed the amendment to the charter with the
Secretary of State of the State of Delaware. A copy of the
amendment is attached hereto as Exhibit 3.1.
Upon
filing of the amendment to the charter, the Company deposited into
its trust account established in connection with the
Company’s initial public offering $0.02 for each public share
that was not converted in connection with the Extension, or an
aggregate of $11,054.84, for the first monthly extension
period.
2. A
proposal to adopt and approve the early winding up of the Company
and redemption of 100% of the outstanding public shares if the
Company’s board of directors determines at any time prior to
the Extended Date that the Company will be unable to consummate an
initial business combination by the Extended Date. The following is
a tabulation of the votes with respect to this proposal, which was
approved by the Company’s stockholders:
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For
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Against
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Abstain
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Broker
Non-Votes
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2,640,132
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3,001
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0
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0
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Item 9.01. Financial Statement
and Exhibits.
(d)
Exhibits:
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Exhibit
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Description
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Amendment to Amended and Restated Certificate of
Incorporation
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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: July 24, 2020 |
By:
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/s/
Richard
Ackerman
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Name: Richard
Ackerman
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Title:
Chairman, President
and Chief Executive Officer
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