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Big Rock Partners Acquisition Corp. (BRPA)
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,,NeuroRx anticipates delivering the detailed efficacy and safety data requested by FDA for an EUA determination by the end of May 2021 in the eCTD electronic format required by FDA and all regulators who are parties to the International Commission on Harmonization (ICH-10). If NeuroRx meets this objective, it will have delivered a regulatory file delineating safety and efficacy data of an investigational drug within 3 months of last visit in a clinical trial. Although there can be no assurance that the FDA will conclude that ZYESAMI meets or exceeds the EUA standard of “may be effective” in the treatment of COVID-19, NeuroRx is hopeful that the FDA will grant EUA to ZYESAMI." $RLFTF
TFFP released their earnings transcript tonight and I quote “ The feasibility arrangement with NeuroRx is progressing. TFF has successfully formulated NeuroRX’s peptide for treating COVID in an inhalable, dry powder optimization work and stability testing of the dry powder is underway. We are moving forward!
Looks like the Merger is alive and well locked in! The vote will be approved by both NRX & BRPA
Here's the delay in why they haven't announced the vote: On May 6, 2021, the audit committee of the board of directors (“Audit Committee”) of Big Rock Partners Acquisition Corp. (“BRPA”) determined, after consultation with BRPA’s management, that BRPA’s financial statements which were included in its annual report on Form 10-K for the year ended December 31, 2020 should no longer be relied upon due to an error in such financial statements relating to BRPA’s classification of an aggregate of 136,250 warrants that were issued to BRPA’s sponsor in a private placement that closed concurrently with the closing of BRPA’s initial public offering (“Private Warrants”) as equity. Similarly, BRPA’s management’s reports on the effectiveness of internal control over financial reporting for such period should no longer be relied upon.
The error was uncovered following the issuance of a joint statement on April 12, 2021, by the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”). The SEC Statement advises, among other things, that certain adjustments generally present in SPAC warrants preclude such warrants from being accounted for as equity.
As a result of the SEC Statement, BRPA has determined that the terms of the Private Warrants do not meet the conditions to be classified as equity and instead should be accounted for as derivative liabilities. Accordingly, BRPA has determined that it is appropriate to file an amendment to its annual report on Form 10-K for the year ended December 31, 2020 in order to account for the Private Warrants as a liability.
This excerpt from $BRPA s-4 makes me think EUA in May. “for an EUA determination by the end of May 2021”. But this is just another one of those why did they chose to word it that way situations.
NeuroRx anticipates delivering the detailed efficacy and safety data requested by FDA for an EUA determination by the end of May 2021 in the eCTD electronic format required by FDA and all regulators who are parties to the International Commission on Harmonization (ICH-10). If NeuroRx meets this objective, it will have delivered a regulatory file delineating safety and efficacy data of an investigational drug within 3 months of last visit in a clinical trial. Although there can be no assurance that the FDA will conclude that ZYESAMI meets or exceeds the EUA standard of “may be effective” in the treatment of COVID-19, NeuroRx is hopeful that the FDA will grant EUA to ZYESAMI.
You can find the rest of Path to regulatory approval of ZYESAMI on page 187 of $BRPA s-4. It’s a great read.
Big Rock partners Acquisition S4/A Registration of securities issued in business combination transactions (amended) | BRPA 11 May 21
Now that BRPA has announced the May 24th date to vote on the merger watch the money come pouring back into this stock.
How far in advance is BRPA required to announce the close date? Let's assume that the merger close date is 6/1/21 and at posting of this memo, BRPA is trading at $32.68 and BRPAW is trading at $6.55. That said, I assume that shareholders have to wait until the SEC is satisfied with BRPA's answers, then imminent merger approval will be made public? At that very moment, who (SEC, BRPA, etc.) makes the announcement, can an alert be set from the source so that investors will be the first to become aware of the merger (tried to set alerts for BRPA and RLFTF to no avail - anyone have recommendations as to how to set these up - I have tried through Schwab, but again no alerts). Moreover, I am aware that if I wish to convert my warrants to commons, that my cost basis is Current Warrant SP of 6.50 + Fixed Fee of $11.5 will total = $18. My following questions are related to milestone dates/timelines - between now and when the final announcement of merger or merger close date announcement is made, what could impact the Warrant Price positively/negatively (other than market declines, EUA denials, crimes, acts of God)? And, what should normally occur with the BRPA Warrants SP as the announcements are made - Go up/Down by the same percentage as the common shares or what type of correlation?
Also, confirm when is the a) earliest date that we can convert, b) what are the requirements for NRX to be able to demand investors to Sell their shares to them (I have heard that the shares have to stay a defined price of ? and for a period 20 out of 30 days?, and c) when the best time is to sell the warrants? I have heard that the Sell date should be done in a very short period of time, so when would you sell?
Additionally, I have heard different stories regarding the funding of the $11.50 fixed cost. I believe this is the decision of either the brokerage house or the company, but does the brokerage house essentially loan the money to the shareholder, then within ???? period of time, the shareholder pays back the brokerage house. Then, what type of hold time is necessary before the commons can be sold? One last note/question – I have heard discussions that describe the max amount of losses one can incur for both BRPA and BRPAW – please describe this value and when they would occur?
Last, if anyone has completed a new proforma and valuation, please send it to the group. To my understanding, biotech’s trade for 8x rev and 20x earnings. If that is the case, both RLFTF and NRX will generate 500mm with profits of 250mm each, then both companies will have 4.5b in mkt cap. Currently, RLFTF has a cap of 750m, so the Stock Price should be close to 7x its current level, which would be around (7 * .23 = $1.60/share). Likewise, if you apply the same reasoning and multiples to NRX, with a current mkt cap of 83mm, then wouldn’t that equate to (Potential Mkt Cap 4.5b / 83mm = 54x Current Share Price of $32.68, which would end up at $1,771.00/share? This increase seems too high, so I ask that you review and lend your thoughts. Thank You.
Got email back from Mr Ackerman within 24 hours- seems like any
time now. “ We got comments from the SEC and we responded to the comments and are waiting for them to respond. Our filing is on record.”
On March 28, 2021, NeuroRx entered into a Common Stock Purchase Warrant, dated March 28, 2021, for the purchase by GEM Yield Bahamas Limited (“GEM”) of up to 1,053,738 shares of NeuroRx Common Stock at an exercise price of $15.84 per share (the “GEM Warrant”). In connection with the issuance of the GEM Warrant, GEM partially exercised the GEM Warrant to purchase 473,486 shares (the “Initial Exercised Shares”) by payment of funds to NeuroRx on March 30, 2021 of $7,500,018. In addition, GEM has indicated its intention to exercise its remaining 580,252 warrant shares immediately following the BRPA shareholder vote contemplated in this proxy statement / prospectus / consent solicitation statement. The exercise of the GEM Warrant is expected to provide $16,691,210 for NeuroRx to use in its drug development program in a manner that is non-dilutive to BRPA shareholders.
I kindly remind you that $brpa will get no revenue from Sentinox. Relief Therapeutics will get it all.
They're running out of time to send out the proxy and set the voting date for merger. SPAC end date May 24. They need to give 10 days notice. They will have to send out by the 13th or vote to extend SPAC deadline.
9 Institutional investors. It will be interesting to see where that number goes after the merger and EUA.
Brpa/NeuroRx has the voting majority. Even if every retail investor voted against the merger, it would still happen. So, it's happening. The real question is when will the merger/ticker change actually occur.
12 days until the merger.Will be intresting to see if the warrants and rights will track up before or after the merger.
Fat discount at sub 30. I finally loaded up on some commons
WE GOT IT!!! 8k!!! Expect 10k tomorrow or next day then approval then vote. It’s a lock people!!!! Marcum is following their playbook they used for IPOE and NGA and others!!!!
Big Rock Partners Acquisition Corp - S-4/A - - S-4/A - May 12, 2021
Page 116 of latest S4 - It (Zyesami) is being studied by FDA for emergency use approval. 2 possible meanings - 1. being meaning FDA might have started rolling review of data or have got full dataset. 2. Zyesami is not yet rejected and game is still ON
How many accounts do I have to mute on this board?
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