Business Context and Reporting Period
This Form 8-K is filed by Big Rock Partners Acquisition Corp. (not NRX Pharmaceuticals, Inc., as indicated in the metadata) for the reporting period of February 11, 2020. The registrant is a Delaware corporation and an emerging growth company. Its securities, including Units (BRPAU), Common Stock (BRPA), Rights (BRPAR), and Warrants (BRPAW), are listed on The NASDAQ Stock Market LLC.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a regulatory listing status event rather than financial performance data.
Material Changes
On February 11, 2020, the Company received notice from the Listing Qualifications Staff of The Nasdaq Stock Market LLC regarding non-compliance with Nasdaq Listing Rule 5550(a)(3), which mandates a minimum number of public shareholders for continued listing on The Nasdaq Capital Market. Consequently:
- The Company's common stock is subject to delisting unless a hearing is requested.
- The Company's warrants and rights no longer comply with Nasdaq Listing Rule 5560(a) because the underlying securities are subject to delisting.
- The Company's units no longer comply with Nasdaq Listing Rule 5225(b)(1)(A) as component parts fail to meet listing requirements.
This follows a previous notice received on August 9, 2019, regarding the same rule, after which the Company submitted a compliance plan.
Outlook, Risks, and Management Commentary
Management Action: The Company plans to request a hearing before the Nasdaq Hearings Panel. This request will automatically stay any further delisting action pending the conclusion of the hearing process.
Risks and Uncertainties: The Company explicitly states there can be no assurance that the Panel will grant the request for continued listing or that the Company will evidence compliance within the time period granted. The filing includes standard forward-looking statements warning that actual results may vary materially due to risks and uncertainties.
Investor Verification Checklist
- Verify the current status of the Company's request for a hearing before the Nasdaq Hearings Panel.
- Confirm whether the Company has successfully remedied the minimum public shareholder requirement under Rule 5550(a)(3).
- Monitor the listing status of the Units (BRPAU), Common Stock (BRPA), Rights (BRPAR), and Warrants (BRPAW) on The NASDAQ Stock Market.
- Review subsequent filings for updates on the hearing outcome or potential transfer of listing to another exchange.