Item 8.01. Other Events.
On January 15, 2021, Big Rock Partners Acquisition Corp. (the "Company")
received notice from the Nasdaq Office of General Counsel that a Nasdaq Hearings
Panel ("Panel") had granted the Company's request to continue its listing on
Nasdaq through May 24, 2021 ("Extended Date"). As previously reported, the
Company received notice from the Listing Qualifications Department ("Staff") of
The Nasdaq Stock Market LLC ("Nasdaq") stating that, as of November 20, 2020,
the Company was not in compliance with Nasdaq Listing Rule IM-5101-2, which
requires a special purpose acquisition company to complete one or more business
combinations within 36 months of the effectiveness of the registration statement
filed in connection with its initial public offering, and that the Company's
securities would be subject to delisting unless the Company timely requested a
hearing before the Panel. On January 4, 2021, the Company received an additional
notice from the Staff stating that the Company's failure to hold an annual
stockholder meeting for the fiscal year ended December 31, 2019 by December 31,
2020, as required by Nasdaq Listing Rule 5820, could serve as an additional
basis for delisting the Company's securities from Nasdaq. The Company requested
a hearing before the Panel to appeal the Staff's determination with respect to
both notices and the hearing was held on January 14, 2021. The Panel's decision
is subject to certain conditions, including that the Company will have completed
its previously-announced proposed business combination (the "Business
Combination") with NeuroRx, Inc. ("NeuroRx") on or before the Extended Date and
that the combined company will have demonstrated compliance with all
requirements for initial listing on Nasdaq. While the Company expects to
complete the Business Combination by the Extended Date, the Company cannot
assure you that it will be able to do so. As previously disclosed, the Business
Combination is subject to certain closing conditions and may be terminated prior
to closing by the parties in certain circumstances, including in the event that
the Business Combination is not consummated by April 23, 2021, which are
described in more detail in the Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission ("SEC") on December 17, 2020. In the
event that the Company does not complete the Business Combination by the
Extended Date or fails to demonstrate compliance with the Nasdaq initial or
continued listing rules, the Company's securities will be suspended from trading
on Nasdaq.
Cautionary Note Regarding Forward Looking Statements
Statements contained in this Current Report on Form 8-K 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 the Company'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 the Company's expectations, strategy, plans or intentions. Such
forward-looking statements may relate to, among other things, the Company's
continued efforts and ability to regain and maintain compliance with the Nasdaq
Listing Rules. Such forward-looking statements do not constitute guarantees of
future performance and are subject to a variety of risks and uncertainties. The
Company 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 document relates to a proposed Business Combination and related
transactions between NeuroRx and the Company ("Transactions"). 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. The Company intends to file a registration statement on Form
S-4 ("Registration Statement"), which will include a proxy statement for the
solicitation of the approval of the Company's stockholders, a prospectus for the
offer and sale of the Company's securities in the transaction and a 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 the Company and NeuroRx as of a record date to be established
for voting on the proposed business combination. INVESTORS AND SECURITY HOLDERS
OF THE COMPANY 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 the Company 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
the Company can be obtained free of charge on the Company's website at
www.bigrockpartners.com or by directing a written request to the Company at 2645
N. Federal Highway, Suite 230 Delray Beach, FL 33483.
Participants in the Solicitation
The Company, NeuroRx and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the solicitation of proxies
of the Company'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 the Company's directors and
officers in the Company's filings with the SEC, including the forthcoming proxy
statement/consent solicitation statement/prospectus statement. You may obtain a
free copy of these documents as described in the preceding paragraph.
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