UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
FORM 8-K/A
CURRENT REPORT
(Amendment No.1)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2021(November 23,2020)
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: (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 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 | | Trading Symbol(s) | | Name of each exchange on which 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on November 23, 2020, Big Rock Partners Acquisition Corp. (the “Company”) received notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, as of November 20, 2020, the Company was not in compliance with Nasdaq Listing Rule IM-5101-2 (the “Rule”), which requires a special purpose acquisition company to complete one or more business combinations within 36 months of the effectiveness of the registration statement filed in connection with its initial public offering. Since the Company’s registration statement became effective on November 20, 2017, it was required to complete an initial business combination by no later than November 20, 2020, and was therefore subject to delisting unless the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”). The Company timely requested a hearing, which stayed any further delisting action by the Staff.
On January 4, 2021, the Company received a second notice from the Staff stating that the Company’s failure to hold an annual shareholder meeting for fiscal 2019 by December 31, 2020, as required by Nasdaq Listing Rule 5820, could serve as an additional basis for delisting. At the hearing, the Company will address both issues by presenting its plan to complete the previously announced proposed merger with NeuroRx, Inc. and thereby evidence compliance with all applicable criteria for initial listing on The Nasdaq Capital Market and request an extension of time to do so. The merger agreement previously filed, indicates among other requirements that there will be an election of the directors as part of the shareholder meeting to vote on the merger.
Although the Company is working with all due haste to complete the merger, there can be no assurance that the Panel will grant the Company’s request for continued listing pending the merger’s completion or that the Company will be able to complete the merger within the period of time that may be granted by the Panel. The Panel has the authority to grant the Company an extension through no later than May 24, 2021.
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.
| | BIG ROCK PARTNERS ACQUISITION CORP. | |
| | | | |
| Dated: January 11, 2021 | By: | /s/ Richard Ackerman | |
| | Name: | Richard Ackerman | |
| | Title: | Chairman, President and Chief Executive Officer | |
