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.
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