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NRXP NRX Pharmaceuticals

Filed: 29 Mar 21, 8:31am
 

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): March 9, 2021
 
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: (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:
 
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 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 March 9, 2021, NeuroRx announced that it had entered into a feasibility and material transfer agreement (“Feasibility Agreement”) with TFF Pharmaceuticals, Inc. (“TFF”). Under the Feasibility Agreement, NeuroRx is delivering ZYESAMI™ (aviptadil) materials to TFF in order to perform feasibility formulation work and testing of a dry powder form of ZYESAMI™. NeuroRx previously engaged TFF to perform certain research and development activities. The press release is attached as Exhibit 99.1 hereto.
 
On March 26, 2021, NeuroRx announced completion of data analysis of the 60-day results in its phase 2b/3 clinical trial of ZYESAMI™, performed in collaboration with Relief Therapeutics Holdings, AG, in patients with respiratory failure due to critical COVID-19, which was conducted under Fast Track Designation of the Food and Drug Administration. The press release also announced that NeuroRx would hold a conference call at 8:30am EDT on March 29, 2021, and that further details are available on NeuroRx’s website, at www.neurorxpharma.com. The press release is attached as Exhibit 99.2 hereto.
 
On March 29, 2021, NeuroRx announced that ZYESAMI™ met the primary endpoint of its phase 2b/3 clinical trial. The press release is attached as Exhibit 99.3 hereto.
 
The information set forth under this Item 7.01, including the exhibits 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 exhibits 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:
 
Exhibit  Description
  Press release, dated March 9, 2021.
  Press release, dated March 26, 2021.
  Press release, dated March 29, 2021.
 

 
 
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.
 
 BIG ROCK PARTNERS ACQUISITION CORP. 
    
Dated: March 29, 2021By:  /s/  Richard Ackerman 
 Name:  Richard Ackerman  
 Title:  Chairman, President and Chief Executive Officer