Full Press Release Details
BIG ROCK PARTNERS ACQUISITION CORP. ANNOUNCES MERGER WITH NEURORX,
COMBINED COMPANY TO HAVE AN ESTIMATED POST-TRANSACTION EQUITY VALUE
IN EXCESS OF $500 MILLION (EXCLUDING POTENTIAL EARNOUT PAYMENTS),
ASSUMING A SHARE PRICE OF AT LEAST $10.00 PER SHARE
NeuroRx, Inc. is a clinical stage, small molecule pharmaceutical
company which develops novel therapeutics for the treatment of
COVID-19 (RLF-100 or ZYESAMI (aviptadil) ) and
Bipolar Depression (NRX-100, 101)
Delray Beach, FL December 14, 2020 Big Rock
Partners Acquisition Corp. ( Big Rock ) (NASDAQ:
BRPA), a special purpose acquisition company, announces that it has
entered into an Agreement and Plan of Merger with NeuroRx, Inc.
( NeuroRx ), a clinical stage, small molecule
pharmaceutical company. NeuroRx develops novel therapeutics for the
treatment of COVID-19 (RLF-100 or ZYESAMI
(aviptadil) ) and Bipolar Depression (NRX-100, 101). Under
the terms of the transaction, Big Rock and NeuroRx will merge and
the company is expected to continue to trade on the Nasdaq Stock
Market under the symbol NRXP. The transaction is
expected to occur in the first or second quarter of 2021. As a
public Nasdaq-listed company, NeuroRx expects to have increased
access to capital to continue development of its innovative drug
pipeline targeting Central Nervous System (CNS)/Psychiatry and
Respiratory Disease.
An Innovator in Mental Health and Respiratory Drug
is a clinical stage, small molecule pharmaceutical company which
develops novel therapeutics for the treatment of central nervous
system disorders and life-threatening pulmonary disease.
NeuroRx's two main drugs are ZYESAMI (aviptadil)
which is an application for COVID-related respiratory failure and
focuses on suicidal bipolar depression and PTSD. ZYESAMI is a
synthetic human Vasoactive Intestinal Peptide (VIP), a 28
amino-acid natural peptide with 50 years of research evidence led
by the late Prof. Sami Said, documenting protection from Lung
Injury by protecting type II epithelial cells. NRX-101 is a
fixed-dose combination of D-cycloserine and lurasidone that has
advanced to phase 3 with FDA Breakthrough Therapy Designation, a
Special Protocol Agreement, Biomarker Letter of Support, and Fast
ZYESAMI (aviptadil) Therapeutic for Respiratory Failure in
COVID-19 and other life-threatening respiratory
established a commercial development partnership with Relief
Therapeutics Holding AG (SWX:RLF, OTCQB:RLFTF)
( Relief ) in March 2020 for global commercialization
of aviptadil which has been the subject of previous press
NRX 100/101 Anti-Depressant Drug Regimen
NRX-100/101 is being developed based on Prof. Daniel
Javitt's (Chair of NeuroRx's Scientific Advisory Board)
patented discovery that drugs targeting both the NMDA and 5-HT2A
receptors in the brain have the potential to treat both depression
and suicidality without the hallucinations caused by most NMDA
inhibitors and without the potential for suicide attributable to
other 5-HT2A inhibitor drugs:
Specific Focus on Suicidal Bipolar
Depression: Over 50% of individuals with Bipolar Disorder
attempt suicide over their lifetime. Competitors' pipeline
products are focused on Major Depressive Disorder (MDD) and
Treatment Resistant Depression (TRD)
Potential Stabilization for acutely suicidal
patients after a single dose of NRX-100 (ketamine): The
sequential drug treatment regimen aspires to maintain remission
from depression and suicidal ideation after a single, initial
administration of NRX-100 (ketamine). In numerous clinical studies,
ketamine has shown rapid-onset, antidepressant/anti-suicidal
effects. Ketamine is well known to have potential for addiction,
hallucination, vomiting, and neurotoxicity with repeated
Convenience: In contrast to repeated use
of ketamine, NRX-101 is expected to allow treatment at home after
an initial stabilization with NRX-100 (ketamine) in a clinical
NRX-101 Not Expected To Be a Controlled
Substance: Unlike ketamine and its derivatives, the two
active ingredients of NRX-101 are not classified as controlled
substances by the Drug Enforcement Administration
Seasoned Management and Board
management team is comprised of seasoned industry veterans, led by
Founder, Chairman & CEO Jonathan C. Javitt, MD, MPH, Robert
Besthof, MIM (Chief Commercial Officer), William Fricker, MBA, CPA
(Chief Financial Officer) and Alessandra Daigneault, JD (Corporate
Secretary), who are expected to continue to run the combined
company, post-transaction.
officers and members of the Board of Directors of Big Rock will
resign in connection with the closing of the transactions. The
Board of Directors of the combined company will initially consist
of seven members, including Prof. Jonathan Javitt.
Management Commentary
Javitt stated, We at NeuroRx are excited to be combining
with Big Rock Partners and its base of dedicated investors. Our
focus from the outset has been to serve patients with
life-threatening conditions who are not served by traditional
pharmaceutical approaches. As we have gotten to know our new
partners at Big Rock Partners, it is clear to us that they share
the same values and commitment to putting the patient
Summary of Transaction
the terms of the transaction, Big Rock will issue to
NeuroRx's current equity holders an aggregate of 50 million
shares of Big Rock common stock for their interests in NeuroRx,
representing $500 million of equity consideration, assuming a value
of $10.00 per common share.
to certain conditions, an aggregate of 25 million additional shares
of Big Rock common stock will be issued to NeuroRx pre-merger
equity holders if, prior to December 31, 2022, (1) RLF-100 receives