Big Rock Partners Acquisition Corp. is a blank check company formed for the
purpose of entering into a merger, stock exchange, asset acquisition, stock
purchase, recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. Big Rock's management
team includes Richard Ackerman, Chairman, President, and Chief Executive
Officer, and Bennett Kim, Chief Financial Officer, Chief Investment Officer,
Corporate Secretary and Director. Big Rock's common stock, units, rights and
warrants are quoted on the Nasdaq Capital Market under the ticker symbols
BRPA, BRPAU, BRPAR and BRPAW, respectively.
*ADDITIONAL INFORMATION AND WHERE TO FIND IT*
This document relates to a proposed transaction between NeuroRx and Big
Rock. This document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or
exchange would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. Big Rock intends to file a
registration statement on Form S-4 ("Registration Statement"), which will
include a proxy statement for the solicitation of Big Rock shareholder
approval, a prospectus for the offer and sale of Big Rock securities in the
transaction and a consent solicitation statement of NeuroRx, and other
relevant documents with the Securities and Exchange Commission ("SEC"). The
proxy statement/consent solicitation statement/prospectus will be mailed to
stockholders of Big Rock and NeuroRx as of a record date to be established
for voting on the proposed business combination. INVESTORS AND SECURITY
HOLDERS OF BIG ROCK AND NEURORX ARE URGED TO READ THE REGISTRATION
STATEMENT, PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS AND
OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders will be able to obtain free copies of the registration statement,
proxy statement, prospectus and other documents containing important
information about Big Rock and NeuroRx once such documents are filed with
the SEC, through the website maintained by the SEC at http://www.sec.gov.
*ADDITIONAL INFORMATION POSTED TO WEBSITE*
Big Rock will post information regarding the proposed transaction promptly
at www.bigrockpartners.com. An investor presentation has been furnished by
Big Rock to the SEC on a current report on Form 8-K, which can be viewed at
the SEC's website at www.sec.gov and www.bigrockpartners.com. Big Rock
intends to use its website as additional means of disclosing information to
investors, the media, and others interested in Big Rock. It is possible that
certain information that Big Rock posts to its website could be deemed
material information, and Big Rock encourages investors, the media, and
others interested in Big Rock to review the business and financial
information that Big Rock posts on its website as such information could be
deemed to be material information.
*PARTICIPANTS IN THE SOLICITATION *
Big Rock, NeuroRx and EarlyBirdCapital and their respective directors and
executive officers, under SEC rules, may be deemed to be participants in the
solicitation of proxies of Big Rock's shareholders in connection with the
proposed transaction. Investors and securityholders may obtain more detailed
information regarding the names and interests in the proposed transaction of
Big Rock's directors and officers in Big Rock's filings with the SEC,
including the forthcoming proxy statement/consent solicitation
statement/prospectus statement. You may obtain a free copy of these
documents as described in the preceding paragraph.
*NO OFFER OR SOLICITATION*
This communication shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale
would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
*CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS*
Neither Big Rock, NeuroRx nor any of their respective affiliates makes any
representation or warranty as to the accuracy or completeness of the
information contained in this press release. This press release is not
intended to be all-inclusive or to contain all the information that a person
may desire in considering the proposed transaction discussed herein. It is
not intended to form the basis of any investment decision or any other
decision in respect of the proposed transaction.
This press release includes "forward-looking statements" within the meaning
of the federal securities laws with respect to the proposed transaction
between NeuroRx, Inc. and Big Rock, including statements regarding the
benefits of the transaction, the anticipated timing of the transaction, the
drugs under development by NeuroRx and the markets in which it operates. Big
Rock's and NeuroRx's actual results may differ from its expectations,
estimates and projections and consequently, you should not rely on these
forward-looking statements as predictions of future events. These
forward-looking statements generally are identified by the words "aspire,"
"expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "will be," "will continue," "will likely
result," "could," "should," "believe(s)," "predicts," "potential,"
"continue," "future," "opportunity," "strategy," and similar expressions are
intended to identify such forward-looking statements. These forward-looking
statements include, without limitation, Big Rock's and NeuroRx's
expectations with respect to future performance and anticipated financial
impacts of the proposed transaction.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Big Rock's and NeuroRx's control
and are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the approvals, timing, and ability to
complete the proposed business combination, which may adversely affect the
trading price of Big Rock's securities; (2) Big Rock's ability to remain
listed on the Nasdaq Capital Market prior to the closing of the proposed
business combination; (3) the combined company's continued listing on the
NASDAQ Capital Market after closing of the proposed business combination;
(4) the benefits of the proposed business combination, including future
financial and operating results of the combined company; (5) the inherent
uncertainty associated with the FDA approval process; (6) the risk that the
proposed transaction disrupts current plans and operations of NeuroRx as a
result of the announcement and consummation of the transaction described
therein and herein; (7) costs related to the proposed business combination;
(8) changes in applicable laws or regulations; (9) the possibility that the
combined company may be adversely affected by other economic, business,
and/or competitive factors; (10) the impact of COVID-19 or other adverse
public health developments; and (11) other risks and uncertainties that will
be detailed in the proxy statement/consent solicitation statement/prospectus
and registration statement to be filed on Form S-4 with the SEC and as
indicated from time to time in Big Rock's filings with the SEC. These
filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those
contained in the forward-looking statements.
Big Rock and NeuroRx caution that the foregoing list of factors is not
exclusive. Big Rock and NeuroRx caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made.
Neither Big Rock nor NeuroRx undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its expectations or any
change in events, conditions or circumstances on which any such statement is
based.
*KONTAKT *NeuroRx, Inc.*
Jonathan C. Javitt, M.D.,
RELIEF THERAPEUTICS Holding AG* MPH
Raghuram (Ram) Selvaraju, Ph.D., MBA Chairman and Chief
Chairman of the Board Executive Officer
Mail: contact@relieftherapeutics.com Mail: ceo@neurorxpharma.com
www.relieftherapeutics.com
*MEDIENANFRAGEN
Relief (Europe)* *NeuroRx (United States)*
MC Services AG David Schull
Anne Hennecke / Brittney Sojeva Russo Partners, LLC
Tel.: +49 (0) 211-529-252-14 Tel.: +1 (0) 858-717-2310
Mail: relief@mc-services.eu [5] Mail:
david.schull@russopartnersl
lc.com
*INVESTOR RELATIONS *NeuroRx (United States)*
Relief (Europe)* Brian Korb
MC Services AG Solebury Trout
Anne Hennecke / Brittney Sojeva Tel.: +1 (0) 917-653-5122
Tel.: +49 (0) 211-529-252-14 Mail: bkorb@troutgroup.com
Mail: relief@mc-services.eu [5]
Disclaimer: Diese Mitteilung enthält im Hinblick auf die RELIEF THERAPEUTICS
Holding AG, NeuroRx, Inc. und ihre geschäftlichen Aktivitäten ausdrücklich
oder implizit zukunftsgerichtete Aussagen. Die hier angegebenen Ergebnisse
können oder können nicht auf Ergebnisse zukünftiger und großer
klinischer Studien mit RLF-100(TM) zur Behandlung von COVID-19 hinweisen.
Diese Aussagen beinhalten bestimmte bekannte und unbekannte Risiken,
Unsicherheiten und andere Faktoren, die dazu führen können, dass die
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