Attached files
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| EX-99.1 - PRESS RELEASE DATED MARCH 15, 2021. - NRX Pharmaceuticals, Inc. | brpa_ex991.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - NRX Pharmaceuticals, Inc. | brpa_ex101.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): March 12,
2021
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: (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:
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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 1.01 Entry into a Material Definitive Agreement
As previously announced, 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 with and into NeuroRx
(“Merger”),
with NeuroRx surviving the Merger and becoming a wholly-owned
subsidiary of BRPA and the stockholders of NeuroRx becoming
stockholders of BRPA.
On March 12, 2021, BRPA entered into subscription agreements
(“Subscription
Agreements”) with certain
qualified institutional buyers and institutional accredited
investors (collectively, the “Investors”),
pursuant to which BRPA will, substantially concurrently with, and
contingent upon, the consummation of the Merger, issue an aggregate
of 1,000,000 shares of common stock of BRPA, par value $0.001 per
share (“BRPA Common
Stock”), to the Investors
at a price of $10.00 per share, for aggregate gross proceeds to
BRPA of $10,000,000 (the “PIPE”).
The closing of the PIPE is conditioned upon, among other things,
(i) the substantially concurrent consummation of the Merger,
(ii) the accuracy of all representations and warranties of
BRPA and the Investors in the Subscription Agreements, and the
performance of all covenants of BRPA and the Investors under the
Subscription Agreements, (iii) the shares of BRPA Common Stock
shall have been approved for listing on the Nasdaq Capital Market,
subject to official notice of issuance, and (iv) the Merger
Agreement shall not have been terminated or rescinded, and no
amendment, waiver or modification shall have occurred thereunder
that would materially adversely affect the economic benefits that
the Investor would reasonably expect to receive under the
Subscription Agreement without having received the Investor’s
prior written consent (not to be unreasonably withheld,
conditioned, or delayed).
BRPA has agreed that, as soon as reasonably practicable, but in no
event later than 45 calendar days following the closing date of the
Merger, it shall file a registration statement with the Securities
and Exchange Commission (“SEC”) covering the resale by the Investors of
the shares of BRPA Common Stock issued to them in the PIPE and use
its best efforts to have such registration statement declared
effective as promptly as practicable thereafter, but in no event
later than the earlier of 60 calendar days after filing (or 90
calendar days in the event the SEC issues written comments) or the
10th business day after BRPA is notified that the registration
statement will not be subject to review or further
review.
The shares of BRPA Common Stock were offered and sold to the
Investors in reliance on the exemption from registration provided
by Section 4(a)(2) of the Securities Act, based on the fact
that the sale will have been made without any general solicitation
or advertising and based on representations from each Investor that
(a) it was a “qualified institutional buyer” (as
defined in Rule 144A under the Securities Act) or an institutional
“accredited investor” (within the meaning of Rule
501(a) under the Securities Act), (b) it was purchasing the shares
of BRPA Common Stock for its own account investment, and not with a
view to distribution, (c) it had been given full and complete
access to information regarding BRPA, the Company, and the Merger,
and (d) it understood that the offer and sale of the shares of
BRPA Common Stock was not registered and the shares may not be
publicly sold or otherwise disposed of without registration under
the Securities Act of 1933, as amended, or an applicable exemption
therefrom.
The foregoing description of the Subscription Agreements is
qualified in its entirety by reference to the full text of the form
of Subscription Agreement attached as an exhibit hereto and
incorporated herein by reference.
Item 3.02 Sale of Unregistered Equity Securities
The information set forth in Item 1.01 relating to the Subscription
Agreements is incorporated by reference herein.
Item 7.01 Regulation FD
Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K is the
press release jointly issued by the parties on March 15, 2021,
announcing the PIPE.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and the exhibits filed or furnished
herewith include “forward-looking statements” within
the meaning of the federal securities laws with respect to the
proposed transaction between NeuroRx and BRPA, including statements
regarding the drugs under development by NeuroRx. Actual results
may differ from BRPA’s and NeuroRx’s expectations and
consequently, you should not rely on these forward-looking
statements as predictions of future events. These 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. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside BRPA’s and
NeuroRx’s control and are difficult to predict. Factors that
may cause such differences include, but are not limited to: (1) the
approvals, timing, and ability to complete the proposed business
combination, which may adversely affect the trading price of
BRPA’s securities; (2) BRPA’s ability to remain listed
on the Nasdaq Capital Market prior to the closing of the proposed
business combination; (3) the combined company’s continued
listing on the Nasdaq Capital Market after closing of the proposed
business combination; (4) the benefits of the proposed business
combination, including future financial and operating results of
the combined company; (5) the inherent uncertainty associated with
the FDA approval process; (6) the risk that the proposed
transaction disrupts current plans and operations of NeuroRx as a
result of the announcement and consummation of the transaction
described therein and herein; (7) costs related to the proposed
business combination; (8) changes in applicable laws or
regulations; (9) the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive
factors; (10) the impact of COVID-19 or other adverse public health
developments; and (11) other risks and uncertainties that are
detailed in the proxy statement/consent solicitation
statement/prospectus and registration statement filed on Form S-4
with the Securities and Exchange Commission
(“SEC”) and as indicated from time to time in
BRPA’s filings with the SEC. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements.
Additional Information and Where to Find It
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 has filed a registration statement on Form S-4
(“Registration
Statement”), which
includes a preliminary proxy statement for the solicitation of the
approval of BRPA’s stockholders, a preliminary prospectus for
the offer and sale of BRPA’s securities in the transaction
and a preliminary consent solicitation statement of NeuroRx, and
other relevant documents with the SEC. The definitive proxy
statement/prospectus/consent solicitation statement 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/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 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. 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 stockholders in connection
with the proposed business combination. Investors and
securityholders may obtain more detailed information regarding the
names and interests in the proposed business combination of
BRPA’s directors and officers in BRPA’s filings with
the SEC, including the proxy statement/prospectus/consent
solicitation 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:
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: March
15, 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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