8-K 1 brpa_8k.htm CURRENT REPORT Blueprint
 

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): August 9, 2019
_________________________
 
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)
 
202-654-7060
(Registrant’s telephone number, including area code)
 
 (Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
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.
 
On August 9, 2019, Big Rock Partners Acquisition Corp. (the "Company") received a notice from the Nasdaq Capital Market ("Nasdaq") advising that the Company no longer meets the requirements for continued listing under Nasdaq Listing Rule 5550(a)(3) (the "Rule") due to the Company's failure to maintain a minimum of 300 public holders for continued listing. The Company has until September 23, 2019 to provide Nasdaq with a specific plan to achieve and sustain compliance with the listing requirement. The notice is a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on Nasdaq.
 
The Company intends to submit a plan to regain compliance with the Rule within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the notice to evidence compliance with the Rule. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
 
Forward-Looking Statements
 
The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to submit a plan of compliance satisfactory to Nasdaq, its ability to evidence that it has a minimum of 300 public holders, and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events, or developments or otherwise.
 

 
 
SIGNATURES
 
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: August 12, 2019
By:  
 /s/ Lori B. Wittman  
 
 
 
Name: Lori B. Wittman  
 
 
 
Title: Chief Financial Officer