NRX Pharmaceuticals, Inc DEFA14A, filed Dec 15, 2020
NRX Pharmaceuticals, Inc. (NRXP)
DEFA14A
2020-12-15
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October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment
No. )
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Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to Rule 14a-12
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BIG ROCK PARTNERS ACQUISITION CORP.
(Name of Registrant as Specified In Its Charter)
_____________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee
required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
BIG ROCK PARTNERS ACQUISITION CORP.
2645 N. FEDERAL HIGHWAY, SUITE 230
DELRAY BEACH, FLORIDA 33483
PROXY STATEMENT SUPPLEMENT
December
14, 2020
TO THE
STOCKHOLDERS OF BIG ROCK PARTNERS ACQUISITION CORP.:
This is
a supplement (this “Supplement”) to the proxy
statement of Big Rock Partners Acquisition Corp.
(“BRPA”), dated December 7,
2020 (the “Proxy
Statement”), that has been sent to you in connection
with BRPA’s special meeting of stockholders to consider and
vote upon proposals to (i) amend (the “Extension Amendment”)
BRPA’s amended and restated certificate of incorporation to
extend the date by which BRPA has to consummate a business
combination from December 23, 2020 to April 23, 2021 (the
“Extended
Date”), and (ii) approve the early winding up of BRPA
redemption of 100% of the outstanding public shares for a pro rata
portion of BRPA’s trust account if the board of directors
determines at any time prior to the Extended Date that BRPA will be
unable to consummate an initial business combination by the
Extended Date.
We are
sending you this supplement to inform you that, on December 14,
2020, BRPA announced that it had entered into an Agreement and Plan
of Merger (the “Merger Agreement”) with
NeuroRx, Inc. (“NeuroRx”), a clinical
stage, small molecule pharmaceutical company. NeuroRx develops
novel therapeutics for the treatment of COVID-19 (RLF-100 or
ZYESAMI™ (aviptadil)) and Bipolar Depression (NRX-100, 101).
Under the terms of the transaction, NeuroRx will merge with and
into a subsidiary of Big Rock, and the combined company is expected
to continue to trade on the Nasdaq Stock Market under the symbol
“NRXP.” The transaction is expected to occur in the
first or second quarter of 2021. We encourage you to read the
Current Report on Form 8-K BRPA intends to file promptly, when it
is filed with the Securities and Exchange Commission, which will
contain more information about the Merger Agreement and
transactions between BRPA and NeuroRx, including a copy of the
Merger Agreement.
It
is important that stockholders vote in favor of the Extension
Amendment. If the Extension Amendment is not approved, BRPA will be
unable to consummate its business combination with NeuroRx and will
commence liquidation of the trust account.
You
are not being asked to vote on the proposed business combination
with NeuroRx at this time. If the Extension Amendment is approved
and the extension is implemented and you do not elect to convert
your public shares now, you will retain (i) the right to vote on
the business combination with NeuroRx when and if it is submitted
to shareholders and (ii) the right to convert your public shares
into a pro rata portion of the trust account in the event the
business combination is approved.
Approval of the
Extension Amendment will require the affirmative vote of holders of
a majority of the issued and outstanding shares of the BRPA’s
common stock as of the record date, December 1, 2020. If you are a
holder of record, you may vote your shares using the proxy card
that was mailed to you on or about December 7, 2020. If your shares
are held in a brokerage account, your broker will not vote your
shares without your instruction. Please vote your shares or
instruct your broker to vote your shares so that your vote can be
counted without delay. You may find more information about the
special meeting in BRPA’s definitive proxy statement,
available at www.bigrockpartners.com.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
EXTENSION
YOUR
PARTICIPATION IS EXTREMELY IMPORTANT - PLEASE VOTE
TODAY
Thank
you for your participation. We look forward to your continued
support.
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By
Order of the Board of Directors
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/s/
Richard Ackerman
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Richard
AckermanChairman, President, and Chief Executive
Officer
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This
supplement is dated December 14, 2020.
Cautionary Note Regarding Forward Looking Statements
The
proxy statement supplement includes “forward-looking
statements” within the meaning of the federal securities laws
with respect to the proposed transaction between NeuroRx, Inc.
(“NeuroRx”) and Big Rock Partners Acquisition Corp.
(“Big Rock”), including statements regarding the
benefits of the transaction, the anticipated timing of the
transaction, the drugs under development by NeuroRx and the markets
in which it operates. Big Rock’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. 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 include, without limitation, Big Rock’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’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 Big Rock’s securities;
(2) Big Rock’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 will be detailed in the proxy
statement/consent solicitation statement/prospectus and
registration statement to be filed on Form S-4 with the SEC and as
indicated from time to time in Big Rock’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.
Big
Rock and NeuroRX caution that the foregoing list of factors is not
exclusive. Big Rock and NeuroRx caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Neither Big Rock 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.