NRX Pharmaceuticals, Inc 8-K, filed Apr 29, 2021
NRX Pharmaceuticals, Inc. (NRXP)
8-K
2021-04-29
For: 2021-04-28
View Original
Added on
April 11, 2026
About this 8-K
NRX Pharmaceuticals, Inc filed this 8-K on April 29, 2021, reporting on events of April 28, 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): April 28,
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 April 28, 2021, NeuroRx issued a press release announcing the
initiation of an Expanded Access Program of ZYESAMI™
(aviptadil) for critically-ill citizens of Georgia with COVID-19
respiratory failure. 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
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
transaction between 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; and (11) 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.
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 April 28, 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: April
28, 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
NeuroRx and Georgian Ministry of Health Agree to
Initiate Expanded Access Program of ZYESAMI (aviptadil acetate) for
COVID-19 Respiratory Failure in
Georgia
RADNOR,
Pa. and TBLISI, Georgia, April 28,
2021 /PRNewswire/ -- NeuroRx today announces that it has
met with Dr. Ekaterine Tikaradze, Minister of Health
of Georgia, and other senior leadership, to immediately
initiate an Expanded Access Program (EAP) of its phase 3 drug,
ZYESAMI (aviptadil acetate) for critically-ill citizens
of Georgia with COVID-19 Respiratory Failure. The
EAP will be conducted in collaboration with Denk Pharma
Georgia, Georgia's primary pharmaceutical distributor,
and under the auspices of the Potomac Institute of Policy Studies
and the Richard G. Lugar Center for Public Health Research, a
research facility funded by the U.S. Defense Threat Reduction
Agency and named in honor of former U.S. Senator Richard G.
Lugar to support international research efforts in its
endeavor to stop global diseases.
The
Georgian Ministry of Health has granted approval for the EAP
approved by the US FDA (www.clinicaltrials.gov NCT04453839) to
be initiated in Georgia and potentially in other
neighboring countries in the Caucasus Region under the oversight of
the Georgian Ministry of Health.
Minister
Tikaradze said, "We
in Georgia are enthusiastic about Dr. Anthony
Fauci's recent announcement of NeuroRx and ZYESAMI as an
industry partner in the NIH ACTIV3b trial. We are pleased to initiate an Expanded Access
Program of ZYESAMI in Georgia under our oversight with
the participation of Denk Pharma Georgia and the Lugar Center for
Public Health Research."
"As the world braces for another surge of COVID-19 and its
variants, we at NeuroRx are honored to have been selected by the
Ministry of Health of Georgia as part of their strategy
to safeguard their citizens," said Prof. Jonathan
Javitt, CEO and Chairman of NeuroRx. "In the coming weeks, we look forward to
announcing broader programs involving immunization strategies as
well as COVID-19 therapeutics to serve the people of the Caucasus
Region."
NeuroRx
has signed an agreement to merge with Big Rock Partners Acquisition
Corp (Nasdaq:BRPA).
Please see "Additional Information and Where to Find It" below for
additional information related to the merger.
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".
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 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 Transactions and
a preliminary consent solicitation statement of NeuroRx, and other
relevant documents with the SEC. The proxy
statement/prospectus/consent solicitation statement will be mailed
to stockholders of NeuroRx and BRPA as of a record date to be
established for voting on the proposed business combination.
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.
CORPORATE CONTACT
Jonathan
C. Javitt, M.D., MPH
Chairman
& Chief Executive Officer
ceo@nrxpharma.com
INVESTOR RELATIONS
Ryan
Sheffield
rsheffield@nrxpharma.com
(484)
254-6134, ext. 723
MEDIA RELATIONS
Greg
Parasmo
gparasmo@nrxpharma.com
(484)
254-6134, ext. 724