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): January 7,
2019
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 3.01 Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of
Listing
On January 7, 2019, Big
Rock Partners Acquisition Corp. (the “Company” or
“Big Rock”)), received a letter from the staff of the
Listing Qualifications Department of The Nasdaq Stock Market LLC
(“Nasdaq”) notifying the Company that it no longer
complies with Nasdaq Listing Rule 5620(a) for continued listing on
The Nasdaq Capital Market due to its failure to hold an annual
meeting of stockholders within twelve months of the end of the
Company’s fiscal year ended December 31, 2017. Big Rock has
45 calendar days from January 7, 2019 to submit a plan to regain
compliance. If Nasdaq accepts the Company’s plan, Nasdaq can
grant an exception of up to 180 calendar days from the fiscal year
end, or until Jul
y 1, 2019, to regain
compliance.
The
Notification Letter does not impact the Company’s listing on
Nasdaq at this time, and the Company’s common stock, units,
rights and warrants will continue to trade on Nasdaq under the
symbols “BRPA,” “BRPAU,”
“BRPAR” and “BRPAW,”
respectively.
The
Company intends to submit to Nasdaq, within the requisite time, a
plan to regain compliance. If Nasdaq does not accept the
Company’s plan, the Company will have the opportunity to
appeal Nasdaq’s decision to an independent Nasdaq Listing
Qualifications Panel (the “Panel”). If the Company
timely appeals, the Company’s securities would remain listed
pending such Panel’s decision and the expiration of any
additional extension granted by the Panel. However, there can be no
assurance that, if the Company does appeal, such appeal would be
successful.
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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: January 16, 2019
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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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