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): May 6,
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 4.02 Non-Reliance on Previously Issued Financial Statements or
Related Audit Report or Completed Interim Review
On May 6, 2021, the audit
committee of the board of directors (“Audit Committee”)
of Big Rock Partners Acquisition Corp. (“BRPA”)
determined, after consultation with BRPA’s management, that
BRPA’s financial statements which were included in its annual
report on Form 10-K for the year ended December 31, 2020 should no
longer be relied upon due to an error in such financial statements
relating to BRPA’s classification of an aggregate of 136,250
warrants that were issued to BRPA’s sponsor in a private
placement that closed concurrently with the closing of BRPA’s
initial public offering (“Private Warrants”) as
equity.
Similarly,
BRPA’s management’s reports on the effectiveness of
internal control over financial reporting for such period should no
longer be relied upon.
The error was uncovered following the issuance of a joint statement on April 12, 2021, by the
Acting Director of the Division of Corporation Finance and Acting
Chief Accountant of the Securities and Exchange Commission
regarding the accounting and reporting considerations for warrants
issued by special purpose acquisition companies entitled
“Staff Statement on Accounting and Reporting Considerations
for Warrants Issued by Special Purpose Acquisition Companies
(“SPACs”) (the “SEC Statement”). The SEC
Statement advises, among other things, that certain adjustments
generally present in SPAC warrants preclude such warrants from
being accounted for as equity.
As a result of the SEC Statement, BRPA has determined that the
terms of the Private Warrants do not meet the conditions to be
classified as equity and instead should be accounted for as
derivative liabilities. Accordingly, BRPA has determined that it is
appropriate to file an amendment to its annual report on Form 10-K
for the year ended December 31, 2020 in order to account for the
Private Warrants as a liability.
BRPA’s management and the Audit Committee have discussed the
matters disclosed in this Current Report on Form 8-K pursuant to
this Item 4.02 with Marcum LLP, its independent registered public
accounting firm.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K and the exhibit furnished herewith
include “forward-looking statements” within the meaning
of the federal securities laws with respect to the proposed
business combination transaction between NeuroRx, Inc.
(“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; (11) risks relating to the restatement of prior
period financial statements as discussed in this Current Report on
Form 8-K, including the timing and nature of the restatement, the
timing and results of the Company’s review of the
effectiveness of internal control over financial reporting and
related disclosure controls and procedures, whether a restatement
of financial results will be required for other periods or for
other accounting issues, adverse effects on the Company’s
business related to the disclosures made in this Current Report on
Form 8-K, the initiation of legal proceedings, and volatility of
the Company’s stock price; and (12) 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.
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: May
11, 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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