Attached files
| file | filename |
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| EX-99.3 - PRESS RELEASE, DATED NOVEMBER 29, 2017 - NRX Pharmaceuticals, Inc. | brpa_ex993.htm |
| EX-99.2 - PRO FORMA BALANCE SHEET - NRX Pharmaceuticals, Inc. | brpa_ex992.htm |
| EX-99.1 - AUDITED BALANCE SHEET - NRX Pharmaceuticals, Inc. | brpa_ex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): November 28,
2017
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its 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 or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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2645 N.
Federal Highway
Suite
230
Delray
Beach, Florida
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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 to the
registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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
3.02.
Unregistered
Sales of Equity Securities.
The
information provided in Item 8.01 of this Current Report on Form
8-K is incorporated by reference into this Item 3.02.
Item
8.01.
Other
Events.
As
previously reported on a Current Report on Form 8-K of the Company,
on November 22, 2017, Big Rock Partners Acquisition Corp. (the
“Company”) completed its initial public offering
(“IPO”) of 6,000,000 units (“Units”), each
Unit consisting of one share of common stock, par value $0.001 per
share (“Common Stock”), one right entitling the holder
thereof to receive one-tenth (1/10) of one share of Common Stock
upon the consummation of an initial business combination, and
one-half of one warrant (“Warrant”), each whole Warrant
exercisable to purchase one share of Common Stock, pursuant to the
registration statements on Form S-1 (File Nos. 333-220947 and
333-221659) (the “Registration Statements”). The Units
were sold at an offering price of $10.00 per Unit, generating gross
proceeds of $60,000,000. The underwriters of the IPO were granted
an option to purchase an additional 900,000 Units to cover
over-allotments, if any (the “Over-Allotment
Units”).
Also,
as previously reported on a Current Report on Form 8-K of the
Company, on November 22, 2017, simultaneously with the consummation
of the IPO, the Company completed a private placement (the
“Private Placement”) of 250,000 units
(“Placement Units”) at a price of $10.00 per Placement
Unit, generating total proceeds of
$2,500,000.
On
November 28, 2017, the underwriters notified the Company of their
exercise of the over-allotment option in full and, on November 29,
2017, purchased 900,000 Over-Allotment Units at $10.00 per Unit
upon the closing of the over-allotment option, generating gross
proceeds of $9,000,000. Simultaneously with the sale of the
additional Units, the Company consummated the sale of an additional
22,500 placement units (the “Over-Allotment Placement
Units”) at $10.00 per unit, generating gross proceeds of
$225,000. The material terms of
the Over-Allotment Placement Units are set forth in the prospectus
that forms a part of the Registration Statements and incorporated
by reference herein. The securities issued in the Private Placement
were issued in reliance on the exemption from registration provided
by Section 4(a)(2) under the Securities Act of 1933, as amended, or
Regulation D thereunder, as a sale not involving any public
offering.
A total
of $69,000,000 of the net proceeds from the IPO and the Private
Placement (including $9,000,000 form the sale of the Over-Allotment
Units and Over-Allotment Placement Units) were deposited in a trust
account established for the benefit of the Company’s public
stockholders. An audited balance sheet as of November 22, 2017
reflecting receipt of the proceeds upon consummation of the IPO and
the Private Placement, but not the proceeds from the sale of the
Over-Allotment Units or the Over-Allotment Placement Units, has
been issued by the Company and is included as Exhibit 99.1 to this
Current Report on Form 8-K. The Company’s unaudited pro forma
balance sheet as of November 22, 2017, reflecting receipt of the
proceeds from the sale of the Over-Allotment Units and the
Over-Allotment Placement Units is included as Exhibit 99.2 to this
Current Report on Form 8-K.
On
November 29, 2017, the Company announced that the holders of the
Units may elect to separately trade the securities underlying such
Units commencing on December 1, 2017. No fractional Warrants will
be issued upon separation of the Units and only whole Warrants will
trade. Any Units not separated will continue to trade on the NASDAQ
Capital Market under the symbol “BRPAU.” Any underlying
shares of Common Stock, Warrants and rights that are separated are
expected to trade on the NASDAQ Capital Market under the symbols
“BRPA,” “BRPAW” and “BRPAR,”
respectively. Holders of Units will need to have their brokers
contact Continental Stock Transfer & Trust Company, the
Company’s transfer agent, in order to separate the
holders’ Units into shares of Common Stock, Warrants and
rights.
A copy
of the press release issued by the Company announcing the separate
trading of the securities underlying the Units is attached hereto
as Exhibit 99.3.
Item
9.01.
Financial
Statements and Exhibits.
(d)
Exhibits
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Audited
Balance Sheet
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Pro
Forma Balance Sheet
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Press
Release, dated November 29, 2017.
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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.
Dated: November 29, 2017
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BIG ROCK PARTNERS ACQUISITION CORP.
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By:
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/s/
Richard Ackerman
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Name: Richard Ackerman
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Title: Chairman, President
and
Chief Executive Officer
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