Attached files
file | filename |
---|---|
EX-99.2 - INVESTOR PRESENTATION - NRX Pharmaceuticals, Inc. | brpa_ex992.htm |
EX-99.1 - PRESS RELEASE - NRX Pharmaceuticals, Inc. | brpa_ex991.htm |
EX-2.1 - MERGER AGREEMENT - NRX Pharmaceuticals, Inc. | brpa_ex2-1.htm |
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): December 13, 2020
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:
202-654-7060
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
|
|
TradingSymbol(s)
|
|
Name of each exchange onwhich 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
1.01 Entry
into a Material Definitive Agreement.
On December 13, 2020, 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 (“Merger
Agreement”). Pursuant to
the Merger Agreement, Merger Sub will merge with and into NeuroRx,
with NeuroRx surviving the merger (“Merger”).
As a result of the Merger, and upon consummation of the Merger and
the other transactions contemplated by the Merger Agreement
(“Transactions”),
NeuroRx will become a wholly-owned subsidiary of BRPA, with the
stockholders of NeuroRx becoming stockholders of
BRPA.
NeuroRx is a clinical-stage small molecule
pharmaceutical company which develops novel therapeutics for the
treatment of central nervous system disorders and life-threatening
pulmonary diseases. NeuroRx recently announced a commercial
partnership with Relief Therapeutics Holding AG for global
commercialization of RLF-100, or “SamiAir”, an
application for COVID-related respiratory failure (the
“NeuroRx COVID-19
Drug”). NeuroRx is also
developing NRX-100/101, the first sequential drug regimen for
bipolar depression in patients with acute suicidal ideation and
behavior (the “NeuroRx Antidepressant
Drug Regimen”.
The Transactions are expected to be consummated in
the first half of 2021, following receipt of the required approvals
by the stockholders of BRPA and NeuroRx (such approvals, the
“BRPA Stockholder
Approval” and the
“NeuroRx Stockholder
Approval,” respectively)
and the fulfilment of certain other conditions set forth in the
Merger Agreement.
The
following summary of the Merger Agreement is qualified in its
entirety by reference to the text of the Merger Agreement, which is
attached as an exhibit hereto and is incorporated herein by
reference.
Merger Agreement
Merger Consideration
Pursuant to the Merger Agreement, the aggregate
consideration payable to the stockholders of NeuroRx at the
effective time of the Merger (the “Effective
Time”) will equal
50,000,000 shares (“Closing
Consideration”) of BRPA
common stock, par value $0.001 per share
(“BRPA
Common Stock”), plus the
additional contingent right to receive the Earnout Shares and
Earnout Cash (each as defined below). At the Effective Time, each
outstanding share of NeuroRx common stock (including shares of
NeuroRx common stock resulting from the conversion of NeuroRx
preferred stock immediately prior to the Effective Time) will be
converted into the right to receive a pro rata portion of the
Closing Consideration and the contingent right to receive a pro
rata portion of the Earnout Shares and Earnout Cash. Each option
and warrant of NeuroRx that is outstanding and unexercised
immediately prior to the Effective Time will be assumed by BRPA and
will represent the right to acquire an adjusted number of shares of
BRPA Common Stock at an adjusted exercise price, in each case,
pursuant to the terms of the Merger Agreement.
As part of the aggregate consideration payable to
NeuroRx’s securityholders pursuant to the terms of the Merger
Agreement, NeuroRx’s securityholders (including option
holders and warrant holders) who own NeuroRx securities immediately
prior to the Closing will have the contingent right to receive
their pro rata portion of (i) an aggregate of 25,000,000 shares of
BRPA Common Stock (“Earnout
Shares”) if, prior to
December 31, 2022, the NeuroRx COVID-19 Drug receives emergency use
authorization by the Food and Drug Administration
(“FDA”) and NeuroRx submits and the FDA files for
review a new drug application for the NeuroRx COVID-19 Drug (the
occurrence of the foregoing, the “Earnout Shares
Milestone”), and (ii) an
aggregate of $100,000,000 in cash (“Earnout
Cash”) upon the earlier
to occur of (x) FDA approval of the NeuroRx COVID-19 Drug and the
listing of the NeuroRx COVID-19 Drug in the FDA’s
“Orange Book” and (y) FDA approval of the NeuroRx
Antidepressant Drug Regimen and the listing of the NeuroRx
Antidepressant Drug Regimen in the FDA’s “Orange
Book,” in each case prior to December 31, 2022 (the
occurrence of either of clauses (x) or (y), the
“Earnout Cash
Milestone”).
Transfer Restrictions
Pursuant to the Merger Agreement, stockholders of
NeuroRx holding an aggregate of approximately 63% of
NeuroRx’s outstanding common stock will enter into a lock-up
agreement with BRPA with respect to the Closing Consideration and
Earnout Shares, if earned, issuable to them in the Transactions.
The Merger Agreement provides that such shares of BRPA Common Stock
will be subject to transfer restrictions until the earlier
of (a) the six-month anniversary of the Closing, (b) with
respect to 50% of the shares of BRPA Common Stock issued to such
persons, the date on which the closing price of the BRPA Common
Stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the
like) for any 20 trading days within any 30-trading day
period commencing after the Closing, and (c) the date after the
closing on which BRPA consummates a liquidation, merger, stock
exchange or other similar transaction which results in all of
BRPA’s stockholders having the right to exchange their BRPA
Common Stock for cash, securities or other property. Certain BRPA insiders and others will enter into
an amendment to the existing stock escrow agreement providing for
the shares held in escrow thereunder to be released from escrow at
the same time as the release of transfer restrictions under the
lock-up agreement.
Governance
As a condition to the closing of the Transactions
(“Closing”),
at the Effective Time the current officers and directors of BRPA
will resign from such positions, the current officers of NeuroRx
will become officers of BRPA, and certain directors of NeuroRx and
other individuals will become directors of
BRPA.
Representations and Warranties
The
Merger Agreement contains representations and warranties of NeuroRx
and its subsidiaries relating to, among other things, proper
organization and qualification; capitalization; the authorization,
performance and enforceability against NeuroRx of the Merger
Agreement; governmental actions and filings; compliance with laws;
permits; financial statements; absence of certain changes;
condition and sufficiency of NeuroRx’s assets; litigation;
benefit plans; labor matters; restrictions on business activities;
real and personal property; tax matters; environmental matters;
brokers’ fees; intellectual property; product warranties and
product liability; material contracts; insurance; transactions with
affiliates; compliance with international trade and anti-corruption
laws; FDA and European Medicines Agency approvals; health care
regulatory compliance matters; board approval; and stockholder
approval.
The Merger Agreement contains representations and
warranties of BRPA and Merger Sub relating to, among other things,
proper organization and qualification; capitalization; the
authorization, performance and enforceability against BRPA and
Merger Sub of the Merger Agreement; governmental actions and
filings; compliance with laws; reports filed with the Securities
and Exchange Commission (“SEC”), financial statements, and compliance
with the Sarbanes-Oxley Act; absence of undisclosed liabilities;
absence of changes; litigation; benefit plans; labor matters;
business activities of BRPA; real and personal property;
intellectual property; tax matters; brokers’ fees; material
contracts; insurance; transactions with affiliates; Nasdaq listing;
and BRPA’s trust account.
Covenants
The Merger Agreement includes customary covenants
of the parties with respect to business operations prior to
consummation of the Transactions and efforts to satisfy conditions
to the consummation of the Transactions. Each party agreed, to the
extent not inconsistent with the fiduciary duties of their
respective boards of directors, to abide by exclusivity provisions
set forth in the Merger Agreement. The Merger Agreement also
contains additional covenants of the parties, including, among
others: covenants providing for BRPA and NeuroRx to cooperate in
the preparation of a Registration Statement on Form S-4, and
the proxy statement for the solicitation of the BRPA Stockholder
Approval and consent solicitation statement for solicitation of the
NeuroRx Stockholder Approval included therein (collectively, the
“Registration
Statement”); for NeuroRx
to terminate certain existing investor rights agreements with its
securityholders; for NeuroRx to obtain certain voting support
agreements from the holders of at least a majority of its
outstanding common stock and the holders of at least two-thirds of
each class of its outstanding preferred stock (subject to certain
cut-backs in the event that the NeuroRx board, in the exercise of
its fiduciary duties, changes its recommendation to stockholders as
permitted under the Merger Agreement); for BRPA to use reasonable
best efforts to cause the BRPA Common Stock to continue to be
listed on Nasdaq following the consummation of the Merger; for BRPA
to adopt an incentive equity plan; for certain initial stockholders
of BRPA to enter into agreements with BRPA providing for the
forfeiture of shares and escrow of shares to align their interests
with the interests of the NeuroRx securityholders; for the BRPA
lenders to enter into agreements with BRPA providing for the
conversion of certain non-convertible loans into convertible
promissory notes on the terms set forth in the Merger Agreement;
for EarlyBirdCapital, Inc., the representative of the underwriters
in BRPA’s initial public offering (“EBC”), to enter into an amendment to the
Business Combination Marketing Agreement, dated as of November 20,
2017, between EBC and BRPA (“BCMA”),
providing that in lieu of the cash fee due to EBC under the BCMA,
BRPA will issue 200,000 shares of BRPA Common Stock to EBC and the
BCMA will terminate; and for BRPA to enter into a registration
rights agreement granting certain stockholders of BRPA, EBC, and
certain stockholders of NeuroRx customary registration
rights.
Conditions to Closing
Mutual Conditions
The
consummation of the Transactions is conditioned upon the following,
among other things:
●
receipt
of the BRPA Stockholder Approval and the NeuroRx Stockholder
Approval;
●
BRPA shall have at least $5,000,001 of net
tangible assets (as determined in accordance with Rule 3a51-1(g)(1)
of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”));
●
all
specified waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended shall have expired, and no
order, judgment, injunction, decree, writ, stipulation,
determination or award, in each case, entered by or with any
governmental authority or statute, rule or regulation that is in
effect and prohibits or enjoins the consummation of the
Transactions;
●
the Registration Statement shall have become
effective in accordance with the provisions of the Securities Act
of 1933, as amended (“Securities
Act”), no stop order
shall have been issued by the SEC that remains in effect with
respect to the Registration Statement, and no proceeding seeking
such a stop order shall have been threatened or initiated by the
SEC which remains pending;
●
each
ancillary agreement required to be executed by the Merger Agreement
shall have been executed and delivered by the parties
thereto;
●
BRPA
shall be and remain listed on Nasdaq and BRPA’s application
to list the shares of BRPA Common Stock to be issued in connection
with the Transactions (including the Earnout Shares) shall have
been approved by Nasdaq, subject to official notice thereof and
public holder requirements; and
●
the
holders of BRPA Common Stock issued in BRPA’s initial public
offering shall have had the opportunity to convert such shares into
a pro rata portion of BRPA’s trust account in connection with
the BRPA Stockholder Approval, and all such conversions shall have
been completed.
Other Conditions to NeuroRx’s Obligations
The
obligations of NeuroRx to consummate the Transactions are also
conditioned upon, among other things:
●
the
accuracy of the representations and warranties of BRPA (subject to
certain bring-down standards);
●
performance
in all material respects of the covenants of BRPA required by the
Merger Agreement to be performed on or prior to the
closing;
●
no
material adverse effect with respect to BRPA shall have occurred
between the date of the Merger Agreement and the closing of the
Transactions;
●
BRPA
being in compliance with the reporting requirements under the
Securities Act and Exchange Act;
●
BRPA
having delivered certain customary officer’s and
secretary’s certificates;
●
NeuroRx
having received an opinion that the Merger will qualify as a
tax-free reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended;
●
the
resignation of each officer and director of BRPA as of the
Effective Time;
●
the
adoption of an amended and restated certificate of incorporation of
BRPA, in form and substance reasonably satisfactory to BRPA and
NeuroRx;
●
BRPA shall have obtained approval from its
stockholders to extend the deadline for BRPA to consummate its
initial business combination from December 23, 2020 to April 23,
2021 (the “Extension
Approval”);
and
●
the
outstanding loans to and borrowings by BRPA shall not exceed
$3,000,000.
Other Conditions to BRPA’s and Merger Sub’s
Obligations
The
obligations of BRPA and Merger Sub to consummate the Transactions
are also conditioned upon, among other things:
●
the
accuracy of the representations and warranties of NeuroRx (subject
to certain bring-down standards);
●
performance
in all material respects of the covenants of NeuroRx required by
the Merger Agreement to be performed on or prior to the
closing;
●
no
material adverse effect with respect to NeuroRx shall have occurred
between the date of the Merger Agreement and the closing of the
Transactions;
●
all
outstanding loans or other indebtedness by NeuroRx to any insider
shall have been repaid in full; and
●
NeuroRx
having delivered certain customary officer’s and
secretary’s certificates.
Waivers
Either
BRPA or NeuroRx may waive any inaccuracies in the representations
and warranties made to such party contained in the Merger Agreement
or in any document delivered pursuant to the Merger Agreement and
waive compliance with any agreements or conditions for the benefit
of itself or such party contained in the Merger Agreement or in any
document delivered pursuant to the Merger Agreement.
Notwithstanding the foregoing, pursuant to BRPA’s amended and
restated certificate of incorporation, BRPA cannot consummate the
proposed business combination if it has less than $5,000,001 of net
tangible assets remaining upon consummation of the Transactions,
after taking into account the holders of public shares that
properly demanded that BRPA convert their public shares for their
pro rata share of the trust account.
Termination
The
Merger Agreement may be terminated at any time prior to the Closing
as follows:
●
by
mutual written consent of BRPA and NeuroRx;
●
by written notice from either BRPA or NeuroRx if
the other party has breached any of its covenants or
representations and warranties such that the party’s
closing conditions would not be satisfied at the Closing (subject
to a thirty-day cure period);
●
by
written notice from either BRPA or NeuroRx if the transactions are
not consummated on or before April 23, 2021;
●
by
written notice from either BRPA or NeuroRx if a governmental entity
shall have issued a final, non-appealable governmental order, rule
or regulation permanently enjoining or prohibiting the consummation
of the Merger;
●
by
written notice from either BRPA or NeuroRx if either the BRPA
Stockholder Approval or the NeuroRx Stockholder Approval is not
obtained in the time periods described in the Merger
Agreement;
●
by
written notice from NeuroRx prior to obtaining the NeuroRx
Stockholder Approval in order to enter into a definitive agreement
with respect to a superior proposal (as such term is defined in the
Merger Agreement), if NeuroRx’s board of directors determines
in good faith, in consultation with its outside legal counsel, that
the failure to take such action would be inconsistent with its
fiduciary duties under applicable law;
●
by written notice
from NeuroRx to BRPA if Extension Approval is not obtained by
December 24, 2020; or
●
by
written notice from either BRPA or NeuroRx if the shares of BRPA
Common Stock are delisted from Nasdaq.
In
the event that NeuroRx terminates the Merger Agreement in order to
enter into a definitive agreement for a superior proposal, BRPA
will be entitled to receive a termination fee in the amount of
$10,000,000.
Item
7.01 Regulation
FD Disclosure.
Press Release
Attached
as Exhibit 99.1 to this Report is the press release jointly issued
by the parties announcing the Transactions on December 14,
2020.
Investor Meetings
Attached
as Exhibit 99.2 to this Report is the form of investor presentation
to be used by BRPA and NeuroRx in presentations to certain of their
securityholders and other persons regarding the proposed
Merger.
The
information set forth above under this Item 7.01, including the
exhibits attached hereto, is intended to be furnished and shall not
be deemed “filed” for purposes of Section 18 of
the 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 or the Exchange Act, except as
expressly set forth by specific reference in such
filing.
Cautionary Note Regarding Forward Looking Statements
Neither
BRPA, NeuroRx nor any of their respective affiliates makes any
representation or warranty as to the accuracy or completeness of
the information contained in this Current Report on Form 8-K. This
Current Report on Form 8-K is not intended to be all-inclusive or
to contain all the information that a person may desire in
considering the proposed Transactions discussed herein. It is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed Transactions.
This
Current Report on Form 8-K and the exhibits filed or 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 benefits of the transaction, the anticipated timing
of the Transactions, the drugs under development by NeuroRx and the
markets in which it operates. BRPA’s and NeuroRx’s
actual results may differ from its expectations, estimates and
projections 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 include, without limitation, BRPA’s and
NeuroRx’s expectations with respect to future performance and
anticipated financial impacts of the proposed
Transactions.
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 will be detailed in the proxy
statement/consent solicitation statement/prospectus and
registration statement to be filed on Form S-4 with the 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.
BRPA
and NeuroRX caution that the foregoing list of factors is not
exclusive. BRPA and NeuroRx caution readers not to place undue
reliance upon any forward-looking statements, which speak only as
of the date made. Neither BRPA nor NeuroRx undertake or accept any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in its expectations or any change in events, conditions or
circumstances on which any such statement is based.
Additional Information and Where to Find It
This
document relates to a proposed transaction between NeuroRx and
BRPA. 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 intends to file a
registration statement on Form S-4 (“Registration
Statement”), which will include a proxy statement for the
solicitation of BRPA shareholder approval, a prospectus for the
offer and sale of BRPA securities in the transaction and a consent
solicitation statement of NeuroRx, and other relevant documents
with the Securities and Exchange Commission (“SEC”).
The proxy statement/consent solicitation statement/prospectus 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/CONSENT
SOLICITATION STATEMENT/PROSPECTUS 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. 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 shareholders in connection
with the proposed Transactions. Investors and securityholders may
obtain more detailed information regarding the names and interests
in the proposed Transactions of BRPA’s directors and officers
in BRPA’s filings with the SEC, including the forthcoming
proxy statement/consent solicitation statement/prospectus
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
|
2.1*
|
|
Merger
Agreement, dated as of December 13, 2020, by and among Big Rock
Partners Acquisition Corp., NeuroRx, Inc., and Big Rock Merger
Corp.
|
|
|
|
|
Press
release, dated December 14, 2020.
|
|
|
|
|
|
Investor
Presentation
|
*
Certain
exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). BRPA agrees to
furnish supplementally a copy of all omitted exhibits and schedules
to the Securities and Exchange Commission upon its
request.
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:
December 17, 2020
|
|
|
|
|
|
BIG
ROCK PARTNERS ACQUISITION CORP.
|
|
|
|
|
|||
|
|
|
|
By:
|
|
/s/ Richard
Ackerman
|
|
|
|
|
|
Richard
Ackerman
|
|
|
|
|
|
|
|
Chairman, President
and Chief Executive Officer
|