Attached files
file | filename |
---|---|
EX-99.1 - PRESS RELEASE - NRX Pharmaceuticals, Inc. | brpa_ex991.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): January 11,
2021
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware
|
|
001-38302
|
|
82-2844431
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2645 N.
Federal Highway, Suite 230
Delray
Beach, FL
|
|
33483
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
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:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Units,
each consisting of one share of common stock, one right, and
one-half of one warrant
|
|
BRPAU
|
|
The
Nasdaq Stock Market LLC
|
Common
stock, par value $0.001 per share
|
|
BRPA
|
|
The
Nasdaq Stock Market LLC
|
Rights,
exchangeable into one-tenth of one share of common
stock
|
|
BRPAR
|
|
The
Nasdaq Stock Market LLC
|
Warrants,
each whole warrant exercisable for one share of common stock at an
exercise price of $11.50
|
|
BRPAW
|
|
The
Nasdaq Stock Market LLC
|
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 7.01 Regulation FD Disclosure
The
information included in Item 8.01 of this Current Report on Form
8-K is incorporated herein by reference to the extent
required.
The information set forth under this Item 7.01 is
intended to be furnished and shall not be deemed
“filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended
(“Exchange
Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended (“Securities
Act”) or the Exchange
Act, except as expressly set forth by specific reference in such
filing.
Item 8.01 Other Events
As previously disclosed, Big Rock Partners
Acquisition Corp., a Delaware corporation
(“BRPA”),
NeuroRx, Inc., a Delaware corporation (“NeuroRx”),
and Big Rock Merger Corp., a Delaware corporation and wholly-owned
subsidiary of BRPA (“Merger
Sub”), entered into an
Agreement and Plan of Merger (“Merger
Agreement”) providing for
the merger of Merger Sub will merge with and into NeuroRx, with
NeuroRx surviving the merger and becoming a wholly-owned subsidiary
of BRPA, with the stockholders of NeuroRx becoming stockholders of
BRPA.
On January 11, 2021, NeuroRx and its commercial
partner, Relief Therapeutics Holding AG, announced that NeuroRx had
entered into a Clinical Trial Participation Agreement with the
Quantum Leap Healthcare Collaborative (“Quantum
Leap”) for the inclusion
of RLF-100, an application for COVID-related respiratory failure,
in the I-SPY COVID-19 Trial being sponsored by Quantum Leap. The
press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by
reference.
Cautionary Note Regarding Forward Looking Statements
Neither
BRPA, NeuroRx nor any of their respective affiliates makes any
representation or warranty as to the accuracy or completeness of
the information contained in this Current Report on Form 8-K. This
Current Report on Form 8-K is not intended to be all-inclusive or
to contain all the information that a person may desire in
considering the proposed Transactions discussed herein. It is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed Transactions.
This
Current Report on Form 8-K and the exhibit filed or furnished
herewith include “forward-looking statements” within
the meaning of the federal securities laws. Actual results may
differ and consequently, you should not rely on these
forward-looking statements as predictions of future events.
Forward-looking statements generally are identified by the words
“aspire,” “expect,” “estimate,”
“project,” “budget,”
“forecast,” “anticipate,”
“intend,” “plan,” “may,”
“will,” “will be,” “will
continue,” “will likely result,”
“could,” “should,”
“believe(s),” “predicts,”
“potential,” “continue,”
“future,” “opportunity,”
“strategy,” and similar expressions are intended to
identify such forward-looking statements. Forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results, which may be outside BRPA’s and NeuroRx’s
control and are difficult to predict. BRPA and NeuroRx caution
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Neither BRPA nor
NeuroRx undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based.
Additional Information and Where to Find It
This
document relates to a proposed transaction between NeuroRx and
BRPA. 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. BRPA intends to file a
registration statement on Form S-4 (“Registration
Statement”), which will include a proxy statement for the
solicitation of BRPA shareholder approval, a prospectus for the
offer and sale of BRPA securities in the transaction and a consent
solicitation statement of NeuroRx, and other relevant documents
with the Securities and Exchange Commission (“SEC”).
The proxy statement/consent solicitation statement/prospectus will
be mailed to stockholders of BRPA and NeuroRx as of a record date
to be established for voting on the proposed business combination.
INVESTORS AND SECURITY HOLDERS OF BRPA AND NEURORX ARE URGED TO
READ THE REGISTRATION STATEMENT, PROXY STATEMENT/CONSENT
SOLICITATION STATEMENT/PROSPECTUS 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 BRPA 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 BRPA can be obtained free of charge on
BRPA’S website at www.bigrockpartners.com or by directing a
written request to BRPA at 2645 N. 2645 N. Federal Highway, Suite
230 Delray Beach, FL 33483.
Participants in the Solicitation
BRPA,
NeuroRx and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the
solicitation of proxies of BRPA’s shareholders in connection
with the proposed Transactions. Investors and securityholders may
obtain more detailed information regarding the names and interests
in the proposed Transactions of BRPA’s directors and officers
in BRPA’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.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits:
Exhibit
|
|
Description
|
|
Press
release, dated January 11, 2021.
|
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.
|
|
|
|
|
|
|
Dated:
January 12, 2021
|
|
|
|
|
|
BIG
ROCK PARTNERS ACQUISITION CORP.
|
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/
Richard Ackerman
|
|
|
|
|
|
|
Richard
Ackerman
|
|
|
|
|
|
|
Chairman, President
and Chief Executive Officer
|