NRX Pharmaceuticals, Inc 8-K, filed Dec 18, 2020
NRX Pharmaceuticals, Inc. (NRXP)
8-K
2020-12-18
For: 2020-12-18
View Original
Added on
April 11, 2026
About this 8-K
NRX Pharmaceuticals, Inc filed this 8-K on December 18, 2020.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- 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): December 18, 2020
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:
202-654-7060
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
5.03
Amendments
to Articles of Incorporation or Bylaws
The
information included in Item 5.07 is incorporated by reference in
this item to the extent required herein.
Item 5.07.
Submission
of Matters to a Vote of Security Holders.
On
December 18, 2020, Big Rock Partners Acquisition Corp. (the
“Company”) held a special
meeting of its stockholders (the “Meeting”). At the
Meeting, the Company’s stockholders considered the following
proposals:
1. A proposal to adopt
and approve an amendment to the Company’s amended and
restated certificate of incorporation (the “Charter”) to extend the
date that the Company has to consummate a business combination (the
“Extension”) to April 23,
2021 (the “Extended
Date”). The following is a tabulation of the votes
with respect to this proposal, which was approved by the
Company’s stockholders:
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|
2,326,288
|
116,901
|
0
|
0
|
No
stockholders exercised their right to convert their shares of the
Company’s common stock into cash in connection with the
Extension.
Following the
Meeting, the Company filed the amendment to the Charter with the
Secretary of State of the State of Delaware. A copy of the
amendment is attached hereto as Exhibit 3.1. The Company now has
until April 23, 2021 to consummate an initial business
combination.
2. A
proposal to adopt and approve the early winding up of the Company
and redemption of 100% of the outstanding public shares if the
Company’s board of directors determines at any time prior to
the Extended Date that the Company will be unable to consummate an
initial business combination by the Extended Date. The following is
a tabulation of the votes with respect to this proposal, which was
approved by the Company’s stockholders:
|
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
|
2,323,788
|
119,201
|
200
|
0
|
Item
9.01.
Financial Statement and Exhibits.
(d)
Exhibits:
|
Exhibit
|
Description
|
|
|
|
|
Amendment
to Amended and Restated Certificate of Incorporation
|
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.
|
|
||||||
|
Dated: December 18,
2020
|
|
|
|
|
|
BIG ROCK PARTNERS
ACQUISITION CORP.
|
|
|
|
|
|
|||
|
|
|
|
|
By:
|
|
/s/ Richard
Ackerman
|
|
|
|
|
|
|
|
Richard
Ackerman
|
|
|
|
|
|
|
|
Chairman, President
and Chief Executive Officer
|
EXHIBIT
3.1
SIXTH
AMENDMENT
TO
THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
BIG
ROCK PARTNERS ACQUISITION CORP.
Pursuant
to Section 242 of the
Delaware
General Corporation Law
The
undersigned, being a duly authorized officer of BIG ROCK PARTNERS
ACQUISITION CORP. (the “Corporation”), a corporation
existing under the laws of the State of Delaware, does hereby
certify as follows:
1. The
name of the Corporation is Big Rock Partners Acquisition
Corp.
2.
The Corporation’s Certificate of Incorporation was
filed in the office of the Secretary of State of the State of
Delaware on September 18, 2017. An Amended and Restated Certificate
of Incorporation was filed in the office of the Secretary of State
of the State of Delaware on November 20 ,2017. A first amendment to
the Amended and Restated Certificate of Incorporation was filed in
the office of the Secretary of State of the State of Delaware on
May 21, 2019, a second amendment was filed in the office of the
Secretary of State of the State of Delaware on August 21, 2019, a
third amendment was filed in the office of the Secretary of State
of the State of Delaware on November 21, 2019, a fourth amendment
was filed in the office of the Secretary of State of the State of
Delaware on March 23, 2020 and a fifth amendment was filed in the
office of the Secretary of State of the State of Delaware on July
23, 2020.
3. This
Sixth Amendment to the Amended and Restated Certificate of
Incorporation further amends the Amended and Restated Certificate
of Incorporation of the Corporation.
4. This
Sixth Amendment to the Amended and Restated Certificate of
Incorporation was duly adopted by the affirmative vote of the
holders of a majority of the stock entitled to vote at a meeting of
stockholders in accordance with ARTICLE SIXTH of the Amended and
Restated Certificate of Incorporation and the provisions of
Sections 242 the General Corporation Law of the State of Delaware
(the “GCL”).
5. The
text of Section 9.6 of the Amended and Restated Certificate of
Incorporation is hereby amended and restated to read in full as
follows:
Section
9.6. Termination. In the event that
the Corporation has not consummated a Business Combination by April
23, 2021 (the “Termination Date”), the Corporation
shall (i) cease all operations except for the purposes of winding
up, (ii) as promptly as reasonably possible but not more than ten
(10) business days thereafter, redeem 100% of the Offering Shares
for cash for a redemption price per share equal to the amount then
held in the Trust Account, including the interest earned thereon,
less any franchise or income taxes payable, divided by the total
number of Offering Shares then outstanding (which redemption will
completely extinguish such holders’ rights as stockholders,
including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to approval
of the Corporation’s then stockholders and subject to the
requirements of the DGCL, including the adoption of a resolution by
the Board pursuant to Section 275(a) of the DGCL finding the
dissolution of the Corporation advisable and the provision of such
notices as are required by said Section 275(a) of the DGCL,
dissolve and liquidate the balance of the Corporation’s net
assets to its remaining stockholders, as part of the
Corporation’s plan of dissolution and liquidation, subject
(in the case of clauses (ii) and (iii) above) to the
Corporation’s obligations under the DGCL to provide for
claims of creditors and other requirements of applicable
law.
IN
WITNESS WHEREOF, I have signed this Amendment to the Amended and
Restated Certificate of Incorporation this 18th day of December,
2020.
/s/ Richard Ackerman
Name:
Richard Ackerman
Title:
Chief Executive Officer