Attached files
| file | filename |
|---|---|
| EX-10.3 - REGISTRATION RIGHTS ASSIGNMENT AGREEMENT - NRX Pharmaceuticals, Inc. | brpa_ex103.htm |
| EX-99.2 - PRESS RELEASE - NRX Pharmaceuticals, Inc. | brpa_ex992.htm |
| EX-99.1 - PRESS RELEASE - NRX Pharmaceuticals, Inc. | brpa_ex991.htm |
| EX-10.5 - PROMISSORY NOTE IN FAVOR OF BRAC LENDING GROUP LLC - NRX Pharmaceuticals, Inc. | brpa_ex105.htm |
| EX-10.4 - INSIDER LETTER - NRX Pharmaceuticals, Inc. | brpa_ex104.htm |
| EX-10.2 - STOCK ESCROW - NRX Pharmaceuticals, Inc. | brpa_ex102.htm |
| EX-10.1 - AGREEMENT - NRX Pharmaceuticals, Inc. | brpa_ex101.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 17,
2018
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
1.01. Entry into a Material Definitive
Agreement.
On November 17, 2018, Big Rock Partners Acquisition Corp. (the
“Company”) entered into an agreement (the
“Agreement”) with Big Rock Partners Sponsor, LLC (the
“Sponsor”) and BRAC Lending Group LLC (the
“Investor”). Pursuant to the Agreement, the Sponsor
transferred an aggregate of 1,500,000 shares of the Company’s
common stock, par value $0.001 per share, of the Company (the
“Insider Shares”) to the Investor in exchange for the
agreements set forth below and aggregate cash consideration of
$1.00.
Pursuant to the Agreement, the Sponsor agreed to take all actions
reasonably necessary to extend the period of time the Company has
to consummate a business combination up to two times for an
aggregate of up to six months and the Investor agreed to loan the
Company the funds necessary to obtain the extensions (the
“Extension(s)”). On November 20, 2018, the Company
issued an unsecured promissory note (the “Note”) in
favor of the Investor, in the original principal amount of
$690,000, to provide the Company the funds necessary to obtain the
first three-month Extension. Pursuant to the Agreement, the
Investor has also agreed to loan the Company all funds necessary to
pay expenses incurred in connection with and in order to consummate
a business combination (the “Business Combination
Expenses”) and such loans will be added to the
Note.
Pursuant to the
Agreement, the Sponsor has agreed to be responsible for all
liabilities of the Company as of November 17, 2018,
except for
liabilities associated with the possible redemption of shares by
the Company’s shareholders, as described in the
Company’s Amended and Restated Certificate of Incorporation.
The Sponsor has also agreed to loan the Company the funds necessary
to pay the expenses of the Company other than the Business
Combination Expenses through the closing of a business combination
when and as needed in order for the Company to continue in
operation (the “Non-Business Combination Related
Expenses”). Upon consummation of a business combination, up
to $200,000 of the Non-Business Combination Related Expenses will
be repaid by the Company to the Sponsor provided that the Company
has funds available to it sufficient to repay such expenses (the
“Cap”) as well as to pay for all stockholder
redemptions, all Business Combination Expenses, repayment of the
Note, and any funds necessary for the working capital requirements
of the Company following closing of the business combination. Any
remaining amounts in excess of the Cap will be forgiven. If the
Company does not consummate a business combination, all outstanding
loans made by the Sponsor to cover the Non-Business Combination
Related Expenses will be forgiven.
The Insider Shares transferred by the Sponsor will remain in escrow
in the name of the Investor, subject to the terms of the Stock
Escrow Agreement, dated November 20, 2017, among the Company, the
Sponsor and Continental Stock Transfer & Trust Company.
Additionally, the Sponsor assigned the registration rights it was
granted, pursuant to the Registration Rights Agreement, dated
November 20, 2017 between the Company and the Sponsor, with respect
to the Insider Shares to the Investor in connection with the
transfer.
The summary of the foregoing transactions is qualified in its
entirety by reference to the text of the Agreement, Stock Escrow
Letter, Registration Rights Assignment Agreement and Insider
Letter, which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4
respectively and are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On November 20, 2018, the Company issued the Note in favor of the
Investor, in the original principal amount of $690,000. The Note
does not bear interest and matures upon closing of a business
combination by the Company. If the Company fails to consummate a
business combination, the outstanding debt under the Note will be
forgiven, except to the extent of any funds held outside of the
Company's trust account after paying all other fees and expenses of
the Company. The summary of the Note is qualified in its entirety
by reference to the full text of the Note, which is attached as
Exhibit 10.5 and is incorporated herein by reference.
Item
8.01 Other Events.
On November 19, 2018, the Company issued a press release announcing
its intent to obtain the first three-month Extension to complete a
business combination from November 22, 2018 to February 22, 2019. A
copy of the press release is attached to this report as Exhibit
99.1.
On November 20, 2018, the Company issued a press release announcing
the Extension. A copy of the press release is attached to this
report as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Agreement,
dated November 17, 2018, among the Company, Big Rock Partners
Sponsor, LLC and BRAC Lending Group LLC.
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Stock
Escrow Agent Letter, dated November 17, 2018.
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Registration
Rights Assignment Agreement, dated November 17, 2018.
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Insider
Letter, dated November 17, 2018.
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Promissory Note in favor of BRAC Lending Group LLC , dated November
20, 2018.
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Press
Release, dated November 19, 2018.
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Press Release, dated November 20, 2018.
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3
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.
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BIG ROCK PARTNERS ACQUISITION CORP.
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Dated:
November 20, 2018
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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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