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EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - NRX Pharmaceuticals, Inc. | brpa_ex101.htm |
8-K - CURRENT REPORT - NRX Pharmaceuticals, Inc. | brpa_8k.htm |
Exhibit
99.1
FOR IMMEDIATE RELEASE
NEURORX, INC. AND BIG ROCK PARTNERS ACQUISITION CORP.
ANNOUNCE
COMMITTED $10 MILLION PIPE TO SUPPORT PROPOSED BUSINESS
COMBINATION
Wilmington, DE and Delray Beach, FL – March 15, 2021
– NeuroRx, Inc. (“NeuroRx”), a clinical
stage-small molecule pharmaceutical company and Big Rock Partners
Acquisition Corp. (“Big Rock”) (NASDAQ:
BRPA), a special purpose acquisition
company, are pleased to announce that institutional investors have
committed to a private investment of $10 million in the form of one
million shares of common stock of the combined company at a price
of $10.00 per share (the “PIPE”), which will close
concurrently with the previously announced proposed business
combination between NeuroRx and BRPA.
The PIPE transaction will provide the combined company with the
capital resources to better enable it to accelerate product
development of its drug portfolio.
On December 14, 2020, NeuroRx and BRPA announced that they had
entered into a definitive agreement and plan of merger for a
business combination that would result in NeuroRx becoming a
wholly-owned subsidiary of BRPA, and with the NeuroRx shareholders
receiving shares of BRPA. Upon the closing of the transaction, BRPA
will change its name to “NeuroRx, Inc.”, and it is
expected that its common stock and public warrants will be listed
on the NASDAQ. The combined company will continue to operate under
the current NeuroRx management team, led by Chief Executive
Officer, Jonathan C. Javitt, MD, MPH. The proposed business
combination, if approved by the stockholders of BRPA and NeuroRx,
is currently expected to close in Q2 2021.
About NeuroRx
NeuroRx draws upon more than 100 years of collective drug
development experience and is led by former senior executives of
Johnson & Johnson, Eli Lilly, Pfizer, and AstraZeneca, PPD. In
addition to its work on RLF-100, NeuroRx has been awarded
Breakthrough Therapy Designation and a Special Protocol Agreement
to develop NRX-101 in suicidal bipolar depression and is currently
in Phase 3 trials. Its executive team is led by Prof. Jonathan C.
Javitt, MD, MPH, who has served as a health advisor to four
Presidential administrations and worked on paradigm-changing drug
development projects for Merck, Allergan, Pharmacia, Pfizer,
Novartis, and Mannkind, together with Robert Besthof, MIM, who
served as the Global Vice President (Commercial) for Pfizer’s
Neuroscience and Pain Division. Its Board of Directors and Advisors
includes Hon. Sherry Glied, former Assistant Secretary, U.S. Dept.
of Health and Human Services; Mr. Chaim Hurvitz, former President
of the Teva International Group, Lt. Gen. HR McMaster, the 23rd
National Security Advisor, Wayne Pines, former Associate
Commissioner of the U.S. Food and Drug Administration, Judge
Abraham Sofaer, and Daniel Troy, former Chief Counsel, U.S. Food
and Drug Administration.
About Big Rock Partners Acquisition Corp.
Big Rock Partners is a blank check company formed for the purpose
of entering into a merger, stock exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities. Big
Rock Partners' management team includes Richard Ackerman, Chairman,
President, and Chief Executive Officer, and Bennett Kim, Chief
Financial Officer, Chief Investment Officer, Corporate Secretary
and Director. Big Rock’s securities are quoted on the Nasdaq
Stock Exchange under the ticker symbols NASDAQ: BRPA, BRPAU, BRPAR
and BRPAW.
Additional Information and Where to Find It
Big Rock intends to file a registration statement
(“Registration Statement”), which will include a proxy
statement for the solicitation of Big Rock shareholder approval and
a prospectus for the offer and sale of Big Rock securities in the
transaction, and other relevant documents with the Securities and
Exchange Commission (“SEC”) to be used at its special
meeting of shareholders to approve the proposed transaction with
NeuroRx. The proxy statement will be mailed to shareholders as of a
record date to be established for voting on the proposed business
combination. INVESTORS AND SECURITY HOLDERS OF BIG ROCK AND NEURORX
ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY 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
TRANSACTION. 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 Big Rock and NeuroRx once such documents are filed with the
SEC, through the website maintained by the SEC at
http://www.sec.gov.
Additional Information Posted to Website
Big Rock will post information regarding the proposed transaction
promptly at
www.bigrockpartners.com. An
investor presentation will also be furnished promptly by Big Rock
to the SEC on a current report on Form 8-K, which can be viewed at
the SEC’s website at www.sec.gov and
www.bigrockpartners.com.
Big Rock
intends to use its website as additional means of disclosing
information to investors, the media, and others interested in Big
Rock. It is possible that certain information that Big Rock posts
to its website could be deemed material information, and Big Rock
encourages investors, the media, and others interested in Big Rock
to review the business and financial information that Big Rock
posts on its website as such information could be deemed to be
material information.
Participants in the Solicitation
Big Rock, NeuroRx, and EBC and their respective directors and
executive officers, under SEC rules, may be deemed to be
participants in the solicitation of proxies of Big Rock’s
shareholders in connection with the proposed transaction. Investors
and securityholders may obtain more detailed information regarding
the names and interests in the proposed transaction of Big
Rock’s directors and officers in Big Rock’s filings
with the SEC, including the forthcoming proxy/prospectus statement
and Big Rock’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2019, which was filed with the SEC on March 30,
2020. Information regarding the persons who may, under SEC rules,
be deemed participants in the solicitation of proxies to Big
Rock’s shareholders in connection with the proposed business
combination will be set forth in the Registration Statement for the
proposed business combination when available.
No Offer or Solicitation
This communication shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such
jurisdiction.
Cautionary Note Regarding Forward Looking Statements
Neither Big Rock Partners Acquisition Corp., NeuroRx nor any of
their respective affiliates makes any representation or warranty as
to the accuracy or completeness of the information contained in
this press release. The sole purpose of the press release is to
assist persons in deciding whether they wish to proceed with a
further review of the proposed transaction discussed herein and is
not intended to be all-inclusive or to contain all the information
that a person may desire in considering the proposed transaction
discussed herein. It is not intended to form the basis of any
investment decision or any other decision in respect of the
proposed transaction.
This press release shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transactions. This press release shall also
not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdictions in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended.
This press release includes “forward-looking
statements.” Big Rock Partners Acquisition Corp.’s and
NeuroRx’s actual results may differ from its expectations,
estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events.
Words such as “expect,” “estimate,”
“project,” “budget,”
“forecast,” “anticipate,”
“intend,” “plan,” “may,”
“will,” “could,” “should,”
“believes,” “predicts,”
“potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Big Rock Partners Acquisition Corp.’s and
NeuroRx’s expectations with respect to future performance and
anticipated financial impacts of the proposed
transaction.
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 Big Rock Partners Acquisition Corp.’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; (2) the combined company’s continued listing on
the NASDAQ Capital Market after closing of the proposed business
combination; (3) the benefits of the proposed business combination,
including future financial and operating results of the combined
company; (4) the inherent uncertainty associated with the FDA
approval process; (5) the risk that the proposed transaction
disrupts current plans and operations as a result of the
announcement and consummation of the transaction described therein
and herein; (5) costs related to the proposed business combination;
(6) changes in applicable laws or regulations; (7) the possibility
that the combined company may be adversely affected by other
economic, business, and/or competitive factors; (8) the impact of
COVID-19 or other adverse public health developments; and (9) other
risks and uncertainties that will be detailed in the proxy
statement/prospectus to be filed on Form S-4 with the SEC and as
indicated from time to time in Big Rock Partners Acquisition
Corp.’s filings with the SEC.
Big Rock Partners Acquisition Corp. cautions that the foregoing
list of factors is not exclusive. Big Rock Partners Acquisition
Corp. cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Big Rock Partners Acquisition Corp. does not 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.
CORPORATE CONTACTS
NeuroRx, Inc.
Jonathan C. Javitt, M.D., MPH
Chief Executive Officer
NeuroRx, Inc.
ceo@neurorxpharma.com
MEDIA CONTACT
NeuroRx (United States):
David Schull
Russo Partners, LLC
david.schull@russopartnersllc.com
858-717-2310
INVESTOR RELATIONS
NeuroRx (United States)
Brian Korb
Solebury Trout
bkorb@troutgroup.com
917-653-5122