Attached files
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| EX-3.1 - AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION - NRX Pharmaceuticals, Inc. | brpa_ex31.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): April 21, 2021
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact
Name of Registrant as Specified in 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)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2645 N.
Federal Highway, Suite 230
Delray
Beach, FL
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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: 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:
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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
5.03 Amendments to Articles of Incorporation or
Bylaws
The
information included in Item 5.07 is incorporated by reference in
this item to the extent required herein.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On
April 21, 2021, Big Rock Partners Acquisition Corp. (the
“Company”) held a special
meeting of its stockholders (the “Meeting”). At the
Meeting, the Company’s stockholders considered the following
proposal:
1. A proposal to adopt
and approve an amendment to the Company’s amended and
restated certificate of incorporation (the “Charter”) to extend the
date that the Company has to consummate a business combination (the
“Extension”) to May 24,
2021 (the “Extended
Date”). The following is a tabulation of the votes
with respect to this proposal, which was approved by the
Company’s stockholders:
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For
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Against
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Abstain
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Broker Non-Votes
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1,729,484
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1,434
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0
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0
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Stockholders
holding an aggregate of 330 public shares exercised their right to
convert such shares of the Company’s common stock into cash
in connection with the Extension.
Following the
Meeting, the Company filed the amendment to the Charter with the
Secretary of State of the State of Delaware. A copy of the
amendment is attached hereto as Exhibit 3.1. The Company now has
until May 24, 2021 to consummate an initial business
combination.
Item 9.01. Financial Statement
and Exhibits.
(d)
Exhibits:
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Exhibit
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Description
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Amendment
to Amended and Restated Certificate of Incorporation
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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.
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BIG ROCK PARTNERS
ACQUISITION CORP.
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Dated: April
21, 2021
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By:
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/s/ Richard
Ackerman
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Name;
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Richard
Ackerman
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Title:
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Chairman, President
and Chief Executive Officer
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