NRX Pharmaceuticals, Inc 8-K, filed May 24, 2021
NRX Pharmaceuticals, Inc. (NRXP)
8-K
2021-05-24
For: 2021-05-21
View Original
Added on
April 11, 2026
About this 8-K
NRX Pharmaceuticals, Inc filed this 8-K on May 24, 2021, reporting on events of May 21, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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)
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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 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:
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Exhibit
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Description
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Press
release, dated May 21, 2021.
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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
21, 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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Exhibit 99.1
Big Rock Partners Acquisition Corp. Announces Effectiveness of
Registration Statement; Confirms Annual Meeting Date of
May 24, 2021 to Approve Proposed Merger with
NeuroRx
Big Rock Partners Recommends All Stockholders Vote
“FOR” ALL Proposals at Annual
Meeting
NEW YORK, May 21, 2021 – Big Rock Partners
Acquisition Corp. (“Big Rock” or “BRPA”)
(Nasdaq: BRPA), a publicly traded special purpose acquisition
company, today confirmed that its Annual Meeting of Stockholders
(the “Annual Meeting”) to consider the previously
announced merger agreement with NeuroRx, Inc.
(“NeuroRx” or the “Company”) will take
place on May 24, 2021. Stockholders of record as of
April 23, 2021 (the “Record Date”) are eligible to
vote at the Annual Meeting.
Big
Rock also announced that the U.S. Securities and Exchange
Commission has declared effective its registration statement on
Form S-4 (as amended, the “Registration
Statement”), which includes a definitive proxy
statement/prospectus to be used in connection with the Annual
Meeting. The Registration Statement is available on the SEC’s
website at www.sec.gov, and is being
mailed to stockholders of record.
Big
Rock recommends all stockholders vote “FOR” ALL
PROPOSALS in advance of the Annual Meeting by telephone, via the
Internet or by signing, dating and returning the proxy card upon
receipt by following the easy instructions on the proxy
card.
Big
Rock also announced that it is extending the time period for
holders of shares of common stock issued in BRPA’s initial
public offering (“Public Shares”) to demand conversion
rights. If you are a holder of Public Shares and wish to exercise
your conversion rights, you must demand that BRPA convert your
shares to cash and deliver your shares to BRPA’s transfer
agent physically or electronically using Depository Trust
Company’s DWAC (Deposit Withdrawal at Custodian) System no
later than ten business days after the vote at the meeting. Any
holder of Public Shares who holds Public Shares immediately prior
to the completion of the business combination with NeuroRx will be
entitled to demand that his, her, or its shares be converted for a
full pro rata portion of the amount then in the trust account
(which was approximately $6.0 million, or approximately $10.80 per
share, as of April 23, 2021, the record date), regardless of
whether such holder votes in connection with the business
combination proposal or is a holder of record on the record date.
Only holders of Public Shares who hold Public Shares immediately
prior to the completion of the business combination may exercise
conversion rights over such shares.
Your Vote FOR ALL Proposals Is Important, No Matter How Many or How
Few Shares You Own!
About NeuroRx, Inc.
NeuroRx
draws upon more than 100 years of collective drug development
experience from senior executives of AstraZeneca, Eli Lilly,
Novartis, Pfizer, and PPD. In addition to its work on Aviptadil,
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. NeuroRx recently announced a plan to complete a
business combination with Big Rock Partners Acquisition Corp
(NASDAQ:BRPA) ("BRPA"), and intends to apply for listing on the
NASDAQ under the proposed symbol "NRXP".
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.
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
NeuroRx,
BRPA 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
Transactions. Investors and securityholders may obtain more
detailed information regarding the names and interests in the
proposed Transactions of NeuroRx's and BRPA's respective directors
and officers in BRPA's filings with the SEC, including the proxy
statement/consent solicitation statement/prospectus statement. You
may obtain a free copy of these documents as described in the
preceding paragraph.
INVESTOR RELATIONS
Ryan
Sheffield
rsheffield@nrxpharma.com
(484)
254-6134, ext. 723
MEDIA RELATIONS
Jack
Hirschfield
jhirschfield@nrxpharma.com
512-674-5163