10-K
1
brpa_10k.htm
ANNUAL REPORT
brpa_10k
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
For the fiscal year ended December 31, 2020
OR
For the transition period
from to
Commission File Number: 001-38302
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
2645 N. Federal Highway, Suite 230
Delray Beach, Florida 33483
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310)
734-2300
Securities registered pursuant to Section 12(b) of the
Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 per share BRPA The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data file required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such
files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated
filer,” “accelerated
filer,” “smaller reporting
company,” and “emerging growth
company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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. ☐
Indicate by check mark whether the registrant has filed a report on
and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued
its audit report.☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the
Act) Yes ☒ No ☐
The aggregate market value of the voting and non-voting common
stock outstanding, other than shares held by persons who may be
deemed affiliates of the registrant, computed by reference to the
closing price for the common stock as of the last business day of
the registrant’s most recently completed second fiscal
quarter ($10.50 as of June 30, 2020), as reported on the Nasdaq
Capital Market, was approximately $6.1 million.
The number of shares outstanding of the registrant’s common
stock, as of March 30, 2021, was 2,688,242.
Documents Incorporated by Reference: None.
BIG ROCK PARTNERS ACQUISITION CORP.
TABLE OF CONTENTS FOR FORM 10-K
PART I 2
Item 1. Business. 2
Item 1A Risk Factors 27
Item 1B. Unresolved Staff Comments. 28
Item 2. Properties. 28
Item 3. Legal Proceedings. 28
Item 4. Mine Safety Disclosures. 28
Item 6. Selected Financial Data 30
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 34
Item 8. Financial Statements and Supplementary Data. 34
Item 9A. Controls and Procedures. 35
Item 9B. Other Information. 35
PART III 36
Item 10. Directors, Executive Officers and Corporate Governance 36
Item 11. Executive Compensation. 41
Item 14. Principal Accounting Fees and Services. 46
Item 15. Exhibits, Financial Statement Schedules 47
PART I
Item
1. Business.
This business description should be read in conjunction with our
audited financial statements and accompanying notes thereto
appearing elsewhere in this Annual Report on Form 10-K for the year
ended December 31, 2020 (the “Form 10-K”), which
are incorporated herein by this reference.
References in this Form 10-K to “we,” “us”
or “our company” refer to Big Rock Partners Acquisition
Corp. References in this Form 10-K to our “public
shares” are to shares of our common stock sold as part of the
units in our initial public offering (whether they are purchased in
our initial public offering or thereafter in the open market) and
references to “public stockholders” refer to the
holders of our public shares, including our Sponsor (as defined
below), officers and directors to the extent they purchase public
shares, provided that their status as “public
stockholders” shall only exist with respect to such public
shares. References in this Form 10-K to our
“management” or our “management team” refer
to our officers and directors and references to our
“Sponsor” or our “initial stockholder”
refer to Big Rock Partners Sponsor, LLC, a company affiliated with
our Chairman, President and Chief Executive Officer. References in
this Form 10-K to our “founder’s shares” refer to
our shares of common stock initially purchased by our Sponsor in a
private sale prior to our initial public offering. References in
this Form 10-K to our “private placement units” refer
to the units sold in a private placement simultaneously with the
closing of our initial public offering.
Company Overview
We are a blank check company formed pursuant to
the laws of the State of Delaware on September 18, 2017 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. On December 13, 2020, we entered into an Agreement and
Plan of Merger (as amended from time to time, the “Merger
Agreement”) with NeuroRx, Inc., a Delaware corporation
(“NeuroRx”) and Big Rock Merger Corp., a
Delaware corporation and wholly-owned subsidiary of ours
(“Merger Sub”), providing for the merger of Merger Sub
with and into NeuroRx (the “Merger”), with NeuroRx
surviving the Merger and becoming a wholly-owned subsidiary of us.
As a result of the Merger, and upon
consummation of the Merger and the other transactions contemplated
by the Merger Agreement (“Transactions”), NeuroRx will
become a wholly-owned subsidiary of the Company, with the
stockholders of NeuroRx becoming stockholders of the Company. Upon
approval of the Company’s stockholders and consummation of
the Transactions, the Company will change its name to “NRX
Pharmaceuticals, Inc.” The terms of the Merger
Agreement are discussed in more detail below. Prior to executing
the Merger Agreement, our activities were limited to organization
activities, the completion of our initial public offering, and the
evaluation of possible business combination
candidates.
Formation and Initial Public Offering
In
September 2017, the Company issued an aggregate of 1,437,500 shares
of common stock to the Sponsor (the “founder’s
shares”) for an aggregate purchase price of $25,000. On
November 20, 2017, the Company effectuated
a 1.2-for-1 stock dividend of its common stock resulting
in an aggregate of 1,725,000 founder shares
outstanding.
On
November 22, 2017, we consummated the initial public offering
(the “Initial Public Offering”) of 6,000,000 units
(“Units”), each Unit consisting of one share of common
stock, par value $0.001 per share (“Common Stock”), one
right (“Right”) entitling the holder thereof to receive
one-tenth (1/10) of one share of Common Stock upon the consummation
of an initial business combination, and one-half of one warrant
(“Warrant”), each whole Warrant exercisable to purchase
one share of Common Stock at an exercise price of $11.50 per share,
pursuant to the registration statements on Form S-1 (File Nos.
333-220947 and 333-221659) (the “Registration
Statements”). The Units were sold at an offering price of
$10.00 per Unit, generating gross proceeds of $60,000,000. We refer
to the shares of Common Stock underlying the Units as our
“public shares.”
Simultaneously
with the consummation of the Initial Public Company, on November
22, 2017, we completed a private placement (the “Private
Placement”) of 250,000 units (“Placement Units”)
at a price of $10.00 per Placement Unit, generating total proceeds
of $2,500,000. The securities issued in the Private Placement were
issued in reliance on the exemption from registration provided by
Section 4(a)(2) under the Securities Act of 1933, as amended, or
Regulation D thereunder, as a sale not involving any public
offering.
On
November 28, 2017, the underwriters notified us of their exercise
of their over-allotment option in full and on November 29, 2017,
purchased 900,000 Units at $10.00 per Unit upon the closing of the
over-allotment option, generating gross proceeds of $9,000,000.
Simultaneously with the sale of such Units, we consummated the sale
of an additional 22,500 Placement Units at $10.00 per unit,
generating gross proceeds of $225,000. Placement Units were issued
in reliance on the exemption from registration provided by Section
4(a)(2) under the Securities Act of 1933, as amended, or Regulation
D thereunder, as a sale not involving any public
offering.
2
A
total of $69,000,000 of the net proceeds from the Initial Public
Offering and the Private Placement was deposited in a trust account
established for the benefit of the Company’s public
stockholders. We incurred costs in the aggregate amount of
$2,172,419 related to Initial Public Offering, including $1,725,000
of underwriting fees and $447,419 of other costs.
Our
Units began trading on November 20, 2017 on the Nasdaq Capital
Market (“Nasdaq”) under the
symbol “BRPAU.” Commencing on December 1,
2017, the underlying shares of Common Stock, Warrants and Rights
began trading on Nasdaq under the
symbols “BRPA,” “BRPAW,” and “BRPAR,” respectively.
Proposed Business Combination
On
December 13, 2020, the Company entered into the Merger Agreement
with NeuroRx and Merger Sub. Pursuant to the Merger Agreement,
Merger Sub will merge with and into NeuroRx, with NeuroRx surviving
the Merger. The Merger Agreement was subsequently amended on
January 27, 2021 and March 19, 2021.
NeuroRx
is a clinical-stage small molecule pharmaceutical company which
develops novel therapeutics for the treatment of central nervous
system disorders and life-threatening pulmonary diseases. NeuroRx
recently announced a commercial partnership with Relief
Therapeutics Holding AG for global commercialization of RLF-100, or
“ZYESAMI”, an application for COVID-related respiratory
failure (the “NeuroRx COVID-19 Drug”). NeuroRx is also
developing NRX-100/101, the first sequential drug regimen for
bipolar depression in patients with acute suicidal ideation and
behavior (the “NeuroRx Antidepressant Drug
Regimen”).
Pursuant
to the Merger Agreement, the aggregate consideration payable to the
stockholders of NeuroRx at the effective time of the Merger (the
“Effective Time”) will equal 50,000,000 shares
(“Closing Consideration”) of the Company’s Common
Stock, plus the additional contingent right to receive the Earnout
Shares and Earnout Cash (each as defined below). At the Effective
Time, each outstanding share of NeuroRx common stock (including
shares of NeuroRx common stock resulting from the conversion of
NeuroRx preferred stock immediately prior to the Effective Time)
will be converted into the right to receive a pro rata portion of
the Closing Consideration and the contingent right to receive a pro
rata portion of the Earnout Shares and Earnout Cash. Each option
and warrant of NeuroRx that is outstanding and unexercised
immediately prior to the Effective Time will be assumed by the
Company and will represent the right to acquire an adjusted number
of shares of the Company’s Common Stock at an adjusted
exercise price, in each case, pursuant to the terms of the Merger
Agreement.
As
part of the aggregate consideration payable to NeuroRx’s
securityholders pursuant to the terms of the Merger Agreement,
NeuroRx’s securityholders (including option holders and
warrant holders) who own NeuroRx securities immediately prior to
the closing will have the contingent right to receive their pro
rata portion of (i) an aggregate of 25,000,000 shares of the
Company’s Common Stock (“Earnout Shares”) if,
prior to December 31, 2022, the NeuroRx COVID-19 Drug receives
emergency use authorization by the Food and Drug Administration
(“FDA”) and NeuroRx submits and the FDA files for
review a new drug application for the NeuroRx COVID-19 Drug (the
occurrence of the foregoing, the “Earnout Shares
Milestone”), and (ii) an aggregate of $100,000,000 in cash
(“Earnout Cash”) upon the earlier to occur of (x) FDA
approval of the NeuroRx COVID-19 Drug and the listing of the
NeuroRx COVID-19 Drug in the FDA’s “Orange Book”
and (y) FDA approval of the NeuroRx Antidepressant Drug Regimen and
the listing of the NeuroRx Antidepressant Drug Regimen in the
FDA’s “Orange Book,” in each case prior to
December 31, 2022 (the occurrence of either of clauses (x) or (y),
the “Earnout Cash Milestone”).
Pursuant to the Merger Agreement, the
Company will enter into an agreement (the “Sponsor
Agreement”) with the Sponsor and BRAC Lending Group LLC (“BRAC”)
providing that (a) the Sponsor and BRAC will forfeit, and the
Company will terminate and cancel: (x) an aggregate of 875,000
shares of Common Stock and (y) one share of Common Stock for
each Public Share validly redeemed by public stockholders in
connection with the business combination proposal, up to a maximum
of 300,000 shares of Common Stock (clauses (x) and (y),
collectively, the “Forfeited Shares”), and (b) 125,000
shares of Common Stock owned by the Sponsor will be subject to
escrow (the “Sponsor Earnout Shares”), which Sponsor
Earnout Shares will either be released from escrow to the Sponsor
upon the achievement of the Earnout Shares Milestone or terminated
and canceled by the Company on December 31, 2022, in the event
that the Earnout Shares Milestone is not achieved.
Pursuant
to the Merger Agreement, the Company, Sponsor, BRAC, Graubard
Miller, the Initial Stockholders and Continental Stock
Transfer & Trust Company (“Continental”) will
enter into an amendment to the existing stock escrow agreement (the
“Stock Escrow Amendment”) providing: (a) for the
forfeiture and cancellation of the Forfeited Shares, (b) that
the Sponsor Earnout Shares will be subject to escrow pursuant to
the Sponsor Agreement and in accordance with the terms of the
Merger Agreement, (c) that the 40,000 shares of Common Stock
held by Graubard Miller will be released from escrow and
(d) that all remaining shares of Common Stock held in escrow
thereunder will be released from escrow on the earlier of (i)
the six-month anniversary of the closing, (ii) with
respect to 50% of the shares of Common Stock, the date on which the
closing price of the Common Stock equals or exceeds $12.00 per
share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period
commencing after the closing, and (iii) the date after the
closing on which the Company consummates a liquidation, merger,
stock exchange or other similar transaction which results in all of
the Company’s stockholders having the right to exchange their
Common Stock for cash, securities or other property.
3
Pursuant
to the Merger Agreement, to the extent the sum of the amount
remaining in the trust account after disbursements to the
Company’s public stockholders who seek redemption of their
public shares plus the amount raised in the PIPE (described below)
and any other financing exceeds $5 million, the Company’s
outstanding loans will be repaid at the closing of the Merger.
Further, the Company, the Sponsor and the Company’s lenders
will enter into an omnibus amendment to each outstanding promissory
note or other borrowing with the Company as the maker providing
that, to the extent not repaid in accordance with the Merger
Agreement, the outstanding principal and accrued unpaid interest
pursuant to such promissory notes, after any repayments permitted
pursuant to the terms of the Merger Agreement, will be converted
into convertible notes of NRX Pharmaceuticals with an aggregate
principal amount of no more than approximately $2.7 million, which
will bear interest at three percent (3%) per annum, and may be
converted from time to time, at the holder’s option, into
shares of Common Stock at a price of $10.00 per share, and which
will mature on the date that is twenty-four (24) months after
the date of the Merger closing. Any other borrowings not repaid or
converted into convertible notes pursuant to the Merger Agreement
will be forgiven or discharged prior to closing.
Immediately
after the closing of the Merger, NeuroRx’s stockholders will
hold approximately 93% of the issued and outstanding shares of the
Company’s Common Stock, the current stockholders of the
Company will hold approximately 5% of the issued and outstanding
Common Stock, and the PIPE Investors will hold approximately 2% of
the issued and outstanding Common Stock, which pro forma ownership
(i) takes into effect the forfeiture, termination and
cancellation of 875,000 shares of Common Stock by the Sponsor and
BRAC pursuant to the Merger Agreement, and the issuance to EBC of
200,000 shares of Common Stock in lieu of the cash fee owed to EBC
under the existing Business Combination Marketing Agreement,
(ii) takes into effect the exchange of each outstanding Right
for one-tenth of one share of Common Stock pursuant to
the terms of the Rights, (iii) assumes no holder of Public
Shares exercises its conversion rights, (iv) includes the
effect of the PIPE but does not include the effect of any other
financing of the Company and (v) assumes the Earnout Shares
Milestone is not satisfied immediately after the
Closing.
Consummation
of the proposed business combination is subject to customary
closing conditions and covenants of the respective parties,
including approval of the Company’s stockholders. Further
information regarding the proposed business combination, the
proposed business of the combined company following the
consummation of the Merger, and the risks relating to the proposed
business of the combined company can be found in the
Company’s Current Report on Form 8-K filed with the SEC on
December 14, 2020, the Registration Statement on Form S-4 filed by
the Company with the SEC on January 27, 2021, and the preliminary
proxy statement/prospectus/consent solicitation statement included
therein, and the definitive proxy statement/prospectus/consent
solicitation statement to be filed by the Company with the SEC.
Unless otherwise indicated, the information in this Form 10-K
assumes we will not consummate the proposed business combination
with NeuroRx, will secure a further extension to consummate an
initial business combination, and then seek to find an alternative
target with which to consummate an initial business
combination.
Private Placement
In connection with the Merger, on March 12, 2021,
the Company entered into subscription agreements
(“Subscription
Agreements”) with certain
qualified institutional buyers and institutional accredited
investors (collectively, the “PIPE
Investors”), pursuant to
which the Company will, substantially concurrently with, and
contingent upon, the consummation of the Merger, issue an aggregate
of 1,000,000 shares of Common Stock to the PIPE Investors at a
price of $10.00 per share, for aggregate gross proceeds to the
Company of $10,000,000 (the “PIPE”).
The
closing of the PIPE is conditioned upon, among other things,
(i) the substantially concurrent consummation of the Merger,
(ii) the accuracy of all representations and warranties of the
Company and the PIPE Investors in the Subscription Agreements, and
the performance of all covenants of the Company and the PIPE
Investors under the Subscription Agreements, (iii) the shares of
Common Stock shall have been approved for listing on the Nasdaq,
subject to official notice of issuance, and (iv) the Merger
Agreement shall not have been terminated or rescinded, and no
amendment, waiver or modification shall have occurred thereunder
that would materially adversely affect the economic benefits that
the PIPE Investor would reasonably expect to receive under the
Subscription Agreement without having received the PIPE
Investor’s prior written consent (not to be unreasonably
withheld, conditioned, or delayed).
The
Company has agreed that, as soon as reasonably practicable, but in
no event later than 45 calendar days following the closing date of
the Merger, it shall file a registration statement with the SEC
covering the resale by the PIPE Investors of the shares of Common
Stock issued to them in the PIPE and use its best efforts to have
such registration statement declared effective as promptly as
practicable thereafter, but in no event later than the earlier of
60 calendar days after filing (or 90 calendar days in the event the
SEC issues written comments) or the 10th business day after the
Company is notified that the registration statement will not be
subject to review or further review.
4
Extension Amendment
On
December 18, 2020, the Company received stockholder approval
to amend its amended and restated certificate of incorporation
(“charter”) to extend the date by which it must
complete an initial business combination from December 23, 2020 to
April 23, 2021. No stockholders exercised their right to convert
their public shares into cash in connection with the
Extension.
On
March 22, 2021, the Company filed a preliminary proxy statement
seeking approval from its stockholders to further amend its charter
to extend the date by which the Company is required to complete its
initial business combination.
Nasdaq Compliance
On November 23, 2020, the Company received a
notice from the Listing Qualifications Department of The Nasdaq
Stock Market LLC stating that, as of November 20, 2020, the
Company was not in compliance with Listing
Rule IM-5101-2, which requires that a special purpose
acquisition company complete one or more business combinations
within 36 months of the effectiveness of the registration statement
filed in connection with its initial public offering. Since the
Company’s registration statement became effective on
November 20, 2017, it was required to complete an initial
business combination by no later than November 20, 2020. The
Rule also provides that failure to comply with this requirement
will result in the Listing Qualifications Department issuing a
Staff Delisting Determination under Rule 5810 to delist the
Company’s securities. The Listing Qualifications Department
had advised the Company that its securities would be subject to
delisting unless it timely requested a hearing before an
independent Hearings Panel. The Company appealed the ruling and
Nasdaq scheduled the appeal for January 14, 2021 (the
“Nasdaq
Appeal”). On
January 4, 2021, the Company received an additional notice
from Nasdaq stating that the Company’s failure to hold an
annual stockholder meeting for the fiscal year ended
December 31, 2019 by December 31, 2020, as required by
Nasdaq Listing Rule 5820, could serve as an additional basis for
delisting the Company’s securities from Nasdaq, the Company
requested that this issue be added to the Nasdaq
Appeal.
On January 14, 2021, the Company attended a
hearing before the Nasdaq Hearings Panel with respect to the
November 23, 2020 and January 2, 2021 delisting notices.
During the hearing, the Company requested an extension through
May 24, 2021 to regain compliance with the Nasdaq listing
rules. On January 15, 2021, the Company received notice from
Nasdaq that Nasdaq had granted the Company’s request to
continue its listing on Nasdaq through May 24, 2021
(“Extended
Date”). Nasdaq’s
decision is subject to certain conditions, including that the
Company will have completed the Merger with NeuroRx on or before
the Extended Date and that NRX Pharmaceuticals will have
demonstrated compliance with all requirements for initial listing
on Nasdaq.
Effecting a Business
Combination
General
We
are not presently engaged in, and we will not engage in, any
substantive commercial business until after the consummation of our
initial business combination. We currently have until April 23,
2021 to consummate our initial business combination. Our board has
determined that there may not be enough time to consummate the
proposed business combination with NeuroRx by April 23, 2021 and,
accordingly, we have filed a proxy statement to solicit shareholder
approval to extend the liquidation date to May 24, 2021. If we are
unable to consummate our initial business combination within the
applicable time period, we will, as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public
shares for a pro rata portion of the funds held in the trust
account and as promptly as reasonably possible following such
redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each
case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable
law.
Our Acquisition
Process
We
have evaluated a number of target businesses, including NeuroRx.
When evaluating each prospective target business, we conducted a
thorough due diligence review that encompassed, among other things,
meetings with incumbent management and employees, document reviews,
and a review of financial and other information that made available
to us.
We
have engaged a professional firm that specializes in business
acquisitions, and we may engage other firms or other individuals in
the future, in which event we may pay a finder’s fee,
consulting fee or other compensation to be determined in an
arm’s length negotiation based on the terms of the
transaction. In no event, however, will our Sponsor, officers,
directors or their respective affiliates be paid any finder’s
fee, consulting fee or other compensation prior to, or for any
services they render in order to effectuate the consummation of an
initial business combination (regardless of the type of transaction
that it is) other than the monthly administrative services fee of
up to $10,000 (effective through August 20, 2018), the repayment of
loans from our Sponsor, officers and directors for working capital
purposes and reimbursement of out-of-pocket expenses, however such
repayment and reimbursement may be limited in connection with our
negotiations with a prospective target. We are not restricted from
entering into a business combination with a target business that is
affiliated with any of our officers, directors or Sponsor and may
do so if (i) such transaction is approved by a majority of our
disinterested independent directors and (ii) we obtain an opinion
from an independent investment banking firm, or another independent
entity that commonly renders valuation opinions on the type of
target business we are seeking to acquire, that the business
combination is fair to our unaffiliated stockholders from a
financial point of view.
5
Selection of a Target Business and Structuring of a Business
Combination
Subject
to our officers’ and directors’ pre-existing
fiduciary duties and the limitations that a target business have a
fair market value of at least 80% of the balance in the trust
account (excluding taxes payable on the income earned on the trust
account) at the time of the execution of a definitive agreement for
our initial business combination, as described below in more
detail, and that we must acquire a controlling interest in the
target business, our management will have virtually unrestricted
flexibility in identifying and selecting a prospective target
business. We have not established any specific attributes or
criteria (financial or otherwise) for prospective target
businesses. In evaluating a prospective target business, our
management may consider a variety of factors, including one or more
of the following:
●
financial
condition and results of operation;
●
growth
potential;
●
brand
recognition and potential;
●
experience
and skill of management and availability of additional
personnel;
●
capital
requirements;
●
competitive
position;
●
barriers
to entry;
●
stage
of development of the products, processes or services;
●
existing
distribution and potential for expansion;
●
degree
of current or potential market acceptance of the products,
processes or services
●
proprietary
aspects of products and the extent of intellectual property or
other protection for products or formulas;
●
impact