NRX Pharmaceuticals, Inc DEFA14A, filed Apr 8, 2021
NRX Pharmaceuticals, Inc. (NRXP)
DEFA14A
2021-04-08
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Added on
October 18, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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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 Section 240.14a-12
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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Aggregate
number of securities to which transaction applies:
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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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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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Amount
Previously Paid:
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Form,
Schedule or Registration Statement No.
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On April 7, 2021, Big Rock Partners Acquisition Corp. (“Big
Rock”) issued a press release clarifying the procedure for
stockholder conversions in connection with a stockholder meeting
called to approve a proposal to extend the date by which Big Rock
has to consummate its initial business combination. The press
release also urges stockholders to vote “FOR” the
extension amendment proposal. A copy of the press release is being
filed herewith as definitive additional materials.
BIG ROCK PARTNERS ACQUISITION CORP. CLARIFIES PROCEDURE FOR
STOCKHOLDER CONVERSIONS AND URGES STOCKHOLDERS TO VOTE
“FOR” EXTENSION AMENDMENT PROPOSAL
NEW YORK, April 7, 2021 - Big Rock Partners Acquisition Corp.
(Nasdaq: BRPA) (“Big Rock”) today clarified the
procedure for stockholder redemptions in connection with Big
Rock’s special meeting of stockholders called for the purpose
of approving an amendment to Big Rock’s amended and restated
certificate of incorporation to extend the date by which Big Rock
has to consummate its initial business combination from April 23,
2021 to May 24, 2021 (the “extension amendment
proposal”). Proxy statements are being mailed to Big Rock
stockholders of record as of March 31, 2021.
The holders of shares of common stock issued in Big Rock’s
initial public offering (“public shares”) may elect to
convert their public shares into their pro rata portion of the
funds held in Big Rock’s trust account (calculated as of two
business days prior to the special meeting) if the extension
amendment proposal is approved and the extension is implemented.
The per-share pro rata portion of the trust account on March 31,
2021, the record date (which is expected to be the same approximate
amount two business days prior to the meeting), was approximately
$10.86. The closing price of the Company’s common stock on
the record date was $35.42. Accordingly, if the market price were
to remain the same until the date of the meeting, exercising
conversion rights would result in a public stockholder receiving
approximately $24.57 less than if such stockholder sold the public
shares in the open market. Public shares will not be
converted unless the stockholder affirmatively demands
conversion. To demand conversion, you must
either physically tender your stock certificates to Continental
Stock Transfer & Trust Company, Big Rock’s transfer
agent, or deliver your shares to the transfer agent electronically
using the depository trust company’s DWAC (deposit/withdrawal
at custodian) system no later than two business days prior to the
vote for the extension amendment proposal. Further instructions regarding conversion can be
found in the definitive proxy statement, which was filed by Big
Rock with the Securities and Exchange Commission on April 1, 2021.
The proxy statement is also available at
https://www.cstproxy.com/bigrockpartners/sm2021.
Richard Ackerman, Big Rock’s Chairman, President, and Chief
Executive Officer, stated “Only stockholders who
affirmatively elect to convert their shares and follow the
conversion procedures set forth in the proxy statement will have
their shares converted. If a stockholder does not want to convert
his or her shares, the stockholder does not have to do anything to
remain invested in Big Rock.” He further stated “I want
to thank our stockholders for their support and patience through
this process, and also to remind them that their vote in favor of
the extension amendment proposal is very important, no matter
how many shares they own.”
Approval of the extension amendment proposal will require the
affirmative vote of holders of a majority of the issued and
outstanding shares of Big Rock’s common stock as of the
record date. You are encouraged to submit your vote as soon as
possible to ensure it is represented at the special
meeting. Please note that if your shares are held at a
brokerage firm or bank, your broker will not vote your shares for
you. You must instruct your bank or broker to cast the
vote.
You can find more information on the special meeting in Big
Rock’s proxy statement at
https://www.cstproxy.com/bigrockpartners/sm2021.
Contacts
Big Rock Partners
Richard Ackerman
Chief Executive Officer
Big Rock Partners Acquisition Corp.
rackerman@bigrockpartners.com
Additional Information and Where to Find It
In connection with the special meeting of stockholders, Big Rock
Partners Acquisition Corp., a Delaware corporation
(“BRPA”), filed a definitive proxy statement with the
SEC on April 1, 2021 (“Special Meeting Proxy
Statement”). Additionally, in connection with the proposed
business combination transaction involving BRPA and NeuroRx, Inc. a
Delaware corporation (“NeuroRx”), 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.
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.
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.
Cautionary Note Regarding Forward Looking Statements
This press release includes “forward-looking
statements” within the meaning of the federal securities
laws. 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
failure of BRPA’s stockholders to approve the extension
amendment proposal, (2) the extent of conversions of public shares,
(3) the approvals, timing, and ability to complete the proposed
business combination, which may adversely affect the trading price
of BRPA’s securities; (4) BRPA’s ability to remain
listed on the Nasdaq Capital Market prior to the closing of the
proposed business combination; (5) the combined company’s
continued listing on the Nasdaq Capital Market after closing of the
proposed business combination; (6) the benefits of the proposed
business combination, including future financial and operating
results of the combined company;and (6) 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.