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): May 21, 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)
 
Registrant’s telephone number, including area code:   202-654-7060
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 5.03    
Amendments to Articles of Incorporation or Bylaws
 
The information included in Item 5.07 is incorporated by reference in this item to the extent required herein.
 
Item 5.07 . 
Submission of Matters to a Vote of Security Holders.
 
On May 21, 2019, Big Rock Partners Acquisition Corp. (the “Company”) held an annual meeting of its stockholders (the “ Meeting ”). At the Meeting, the Company’s stockholders considered the following proposals:
 
1.   A proposal to adopt and approve an amendment to the Company’s amended and restated certificate of incorporation (the “ charter ”) to extend the date that the Company has to consummate a business combination (the “ Extension ”) to August 22, 2019 (the “ Extended Date ”). The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
6,196,187
 
272,273
 
0
 
0
 
In connection with this vote, the holders of 2,119,772 shares of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion price of approximately $10.43 per share, for an aggregate conversion amount of $22,099,233.09.
 
Following the Meeting, the Company filed the amendment to the charter with the Secretary of State of the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.
 
Upon filing of the amendment to the charter, the Company deposited into its trust account established in connection with the Company’s initial public offering $0.02 for each public share that was not converted in connection with the Extension, or an aggregate of $95,604.56, for the first 30-day extension period. The Company now has until June 22, 2019 to consummate an initial business combination, or determine to deposit additional funds into the trust account for up to two additional 30-day extension periods.
 
2.     A proposal to adopt and approve the early winding up of the Company and redemption of 100% of the outstanding public shares if the Company’s board of directors determines at any time prior to the Extended Date that the Company will be unable to consummate an initial business combination by the Extended Date. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
6,465,456
 
3,001
 
0
 
0
 
3.     A proposal to elect three member of the Company’s board of directors as Class I directors, to hold office until the second succeeding annual meeting and until his or her successor is duly elected and qualified. The following is a tabulation of the votes with respect to the directors elected at the Mmeeting:
 
Director
 
For
 
Withheld
 
 
Lori B. Wittman
 
6,246,187
 
222,273
 
 
Michael Fong
 
5,871,187
 
597,273
 
 
Stuart Koenig
 
5,871,187
 
597,273
 
 

Item 9.01.        
Financial Statement and Exhibits.
 
(d)             
Exhibits:
 
Exhibit             
Description
 
3.1
Amendment to Amended and Restated Certificate of Incorporation
 
 
 
 
SIGNATURE
 
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:  May 22, 2019
By:  
/s/ Richard Ackerman
 
 
Name:  
Richard Ackerman  
 
 
Title:  
Chairman, President and Chief Executive Officer  
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
  Exhibit 3.1
 
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
  OF
BIG ROCK PARTNERS ACQUISITION CORP.
 
 
Pursuant to Section 242 of the
 
Delaware General Corporation Law
 
 
     
The undersigned, being a duly authorized officer of  BIG ROCK PARTNERS ACQUISITION CORP.  (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
 
 1.           The name of the Corporation is Big Rock Partners Acquisition Corp.
 
2.           The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on September 18, 2017, and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on November 20 ,2017.
 
3.           This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation.
 
4.           This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of a majorityof the stock entitled to vote at a meeting of stockholders in accordance with ARTICLE SIXTH of the Amended and Restated Certificate of Incorporation and the provisions of Sections 242 the General Corporation Law of the State of Delaware (the “GCL”).
 
5.           The text of Section 9.6 of the Amended and Restated Certificate of Incorporation is hereby amended and restated to read in full as follows:
 
Section 9.6. Termination. In the event that the Corporation has not consummated a Business Combination by August 22, 2019 (the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Offering Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any franchise or income taxes payable, divided by the total number of Offering Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the DGCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the DGCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the DGCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.

 
IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 21 st  day of May, 2019.
 


/s/ Lori B. Wittman
 


Name: Lori B. Wittman  
 


Title: Chief Financial Offic er