Item 7.01 Regulation FD Disclosure
The information included in Item 8.01 of this Current Report on Form 8-K is
incorporated herein by reference to the extent required.
The information set forth under this Item 7.01 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.
Item 8.01 Other Events
As previously disclosed, 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 ("Merger
Agreement") providing for the merger of Merger Sub will merge with and into
NeuroRx, with NeuroRx surviving the merger and becoming a wholly-owned
subsidiary of BRPA, with the stockholders of NeuroRx becoming stockholders of
BRPA.
On January 11, 2021, NeuroRx and its commercial partner, Relief Therapeutics
Holding AG, announced that NeuroRx had entered into a Clinical Trial
Participation Agreement with the Quantum Leap Healthcare Collaborative ("Quantum
Leap") for the inclusion of RLF-100, an application for COVID-related
respiratory failure, in the I-SPY COVID-19 Trial being sponsored by Quantum
Leap. The press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward Looking Statements
Neither BRPA, NeuroRx nor any of their respective affiliates makes any
representation or warranty as to the accuracy or completeness of the information
contained in this Current Report on Form 8-K. This Current Report on Form 8-K is
not intended to be all-inclusive or to contain all the information that a person
may desire in considering the proposed Transactions discussed herein. It is not
intended to form the basis of any investment decision or any other decision in
respect of the proposed Transactions.
This Current Report on Form 8-K and the exhibit filed or furnished herewith
include "forward-looking statements" within the meaning of the federal
securities laws. Actual results may differ and consequently, you should not rely
on these forward-looking statements as predictions of future events.
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. Forward-looking statements involve significant risks
and uncertainties that could cause the actual results to differ materially from
the expected results, which may be outside BRPA's and NeuroRx's control and are
difficult to predict. BRPA and NeuroRx caution readers not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. Neither BRPA nor NeuroRx undertake or accept any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
Additional Information and Where to Find It
This document relates to a proposed transaction between NeuroRx and BRPA. 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 intends to file a registration statement on Form S-4
("Registration Statement"), which will include a proxy statement for the
solicitation of BRPA shareholder approval, a prospectus for the offer and sale
of BRPA securities in the transaction and a consent solicitation statement of
NeuroRx, and other relevant documents with the Securities and Exchange
Commission ("SEC"). The proxy statement/consent solicitation
statement/prospectus 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/CONSENT SOLICITATION
STATEMENT/PROSPECTUS 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. 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
shareholders in connection with the proposed Transactions. Investors and
securityholders may obtain more detailed information regarding the names and
interests in the proposed Transactions of BRPA's directors and officers in
BRPA'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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Description
99.1 Press release, dated January 11, 2021.
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