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): May 21,
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: (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:
|
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.
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 providing that Merger Sub will merge
with and into NeuroRx, with NeuroRx surviving the merger and
becoming a wholly-owned subsidiary of BRPA and the stockholders of
NeuroRx becoming stockholders of BRPA.
On May 21, 2021, BRPA issued a press release announcing
effectiveness of its registration statement on Form S-4 and
confirming that BRPA’s annual meeting to approve the proposed
business combination will be held on May 24, 2021 at 8:30 a.m. The
press release is attached as Exhibit 99.1 hereto.
The information set forth under this Item 7.01, including the
exhibit hereto, 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.
Cautionary Note Regarding Forward Looking Statements
Statements contained in this press release that are not historical
facts may be forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements
generally relate to future events or NeuroRx's future financial or
operating performance. In some cases, you can identify
forward-looking statements because they contain words such as
"may," "will," "should," "expects," "plans," "anticipates,"
"could," "intends," "target," "projects," "contemplates,"
"believes," "estimates," "predicts," "potential" or "continue" or
the negative of these words or other similar terms or expressions
that concern NeuroRx's expectations, strategy, plans or intentions.
Such forward-looking statements may relate to, among other things,
the outcome of any discussions or applications for the future use
of ZYESAMI, the approvals, timing, and ability to complete the
proposed business combination with BRPA, and the combined company's
ability to continue listing on Nasdaq after closing the proposed
business combination. Such forward-looking statements do not
constitute guarantees of future performance and are subject to a
variety of risks and uncertainties. NeuroRx does not undertake any
obligation to update forward-looking statements as a result of new
information, future events or developments or
otherwise.
Additional Information and Where to Find It
This press release relates to a proposed business combination and
related transactions (the "Transactions") between NeuroRx and BRPA.
This press release 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 final proxy statement for the solicitation of the
approval of BRPA's stockholders, a final prospectus for the offer
and sale of BRPA's securities in the Transactions and a final
consent solicitation statement of NeuroRx, and other relevant
documents with the SEC. The proxy statement/prospectus/consent
solicitation statement is being mailed to stockholders of NeuroRx
and BRPA as of April 23, 2021. INVESTORS AND SECURITY HOLDERS OF
NEURORX AND BRPA 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 NeuroRx and BRPA
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:
|
Exhibit
|
|
Description
|
|
|
Press
release, dated May 21, 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.
|
|
BIG
ROCK PARTNERS ACQUISITION CORP.
|
|
|
|
|
|
|
|
|
Dated: May
21, 2021
|
By:
|
/s/ Richard
Ackerman
|
|
|
|
Name:
|
Richard
Ackerman
|
|
|
|
Title:
|
Chairman,
President and Chief Executive Officer
|
|