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): February 11,
2020
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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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units,
each consisting of one share of Common Stock, one Right and
one-half of one Warrant
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BRPAU
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The
NASDAQ Stock Market LLC
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Common
Stock, par value $0.001 per share
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BRPA
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The
NASDAQ Stock Market LLC
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Rights,
exchangeable into one-tenth of one share of Common
Stock
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BRPAR
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The
NASDAQ Stock Market LLC
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Warrants,
each whole warrant exercisable for one share of Common Stock at an
exercise price of $11.50
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BRPAW
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The
NASDAQ Stock Market LLC
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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
February 11, 2020, Big Rock Partners Acquisition Corp. (the
“Company”) received notice from the Listing
Qualifications Staff (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) indicating that, based upon the
Company’s non-compliance with the minimum public shareholder
requirement for continued listing on The Nasdaq Capital Market, as
set forth in Nasdaq Listing Rule 5550(a)(3) (the
“Rule”), the Staff had determined to delist the
Company’s common stock from Nasdaq unless the Company timely
requests a hearing before the Nasdaq Hearings Panel (the
“Panel“). The Company was also notified that as a
result of Nasdaq’s determination to delist the
Company’s common stock, the Company’s warrants and
rights no longer comply with Nasdaq Listing Rule 5560(a), which
requires the underlying securities of such exercisable securities
to remain listed on Nasdaq, and the Company’s units no longer
comply with Nasdaq Listing Rule 5225(b)(1)(A), which requires all
component parts of units to meet the requirements for initial and
continued listing, and the Company’s units, warrants and
rights are now subject to delisting. The Company plans to request a
hearing, which request will automatically stay any further action
by the Staff pending the ultimate conclusion of the hearing
process.
As
previously disclosed, on August 9, 2019, the Company received
notice from Nasdaq that it did not satisfy the Rule and was
provided with the opportunity to submit a compliance plan for the
Staff’s review. The Staff’s determination follows the
Company’s subsequent submissions to the Staff.
Although
the Company is taking steps to evidence compliance with the Rule,
there can be no assurance that the Panel will grant the
Company’s request for continued listing, or that the Company
will evidence compliance with the Rule within the period of time
the Panel may grant the Company to do so.
Forward-Looking Statements
The
Company makes forward-looking statements in this report within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements relate to expectations or
forecasts for future events. These forward-looking statements are
based on information available to us as of the date of this report,
and involve substantial risks and uncertainties. Actual results may
vary materially from those expressed or implied by the
forward-looking statements herein due to a variety of factors and
other risks and uncertainties set forth in the Company’s
reports filed with the Securities and Exchange Commission. The
Company does not undertake any obligation to update forward-looking
statements as a result of new information, future events, or
developments or otherwise.
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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: February 14, 2020
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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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