TIDMDDDD
RNS Number : 5988S
4d Pharma PLC
17 March 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS IT APPLIES IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018). UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION IS
NOW CONSIDERED IN THE PUBLIC DOMAIN.
4D Pharma Announces Private Placement
Company expects to complete merger with Longevity Acquisition
Corporation and its American Depositary Shares to be admitted to
trading on NASDAQ on 22 March 2021
Leeds, UK, 17 March, 2021 - 4D pharma plc (AIM: DDDD) ("4D" or
the "Company"), a pharmaceutical company leading the development of
Live Biotherapeutic products (LBPs), a novel class of drug derived
from the microbiome, today announces it has entered into Securities
Purchase Agreements with a select group of U.S. and United Kingdom
institutional investors and accredited investors to raise, in
aggregate, approximately $24.03 million (GBP17.29 million) in a
private placement (the "Fundraising") of new ordinary shares of
GBP0.0025 each (the "Placing Shares") at $1.53 (GBP1.10) per share
(the "Issue Price"). In addition, Duncan Peyton (Chief Executive
Officer) and Alex Stevenson (Chief Scientific Officer) intend to
subscribe for, in aggregate, $2.0 million (GBP1.44 million) once
the Company has released the results for the year ended 31 December
2020, expected to be on or around 25 March 2021.
The Issue Price represents a discount of 16.3 per cent. to the
closing price of GBP1.315 on 16 March 2021 (being the last
practicable trading day prior to release of this Announcement).
The Fundraising is conditional on, among other things, passing
of the Resolutions by 4D shareholders at the General Meeting
convened for 10:00 a.m. (GMT) on 18 March 2021 (the "General
Meeting"), and completion of the merger with Longevity Acquisition
Corporation (NASDAQ: LOAC) ("Longevity"), details of which were
announced on 22 October 2020 (the "Merger"). Completion of the
Merger, with admission of the Placing Shares to trading on AIM, and
admission of the Consideration Shares to trading on NASDAQ as 4D
American Depositary Shares ("ADSs") is expected to occur on 22
March 2021.
Chardan and Ladenburg Thalmann acted as co-placement agents to
the Company in connection with the Fundraising.
"This Fundraising involves a broad range of institutional
investors, strengthening our international investor base. Combined
with the imminent Merger and listing on NASDAQ expected to occur on
22 March 2021, 4D pharma is in a strong position to continue the
development of the Company and its pipeline of Live
Biotherapeutics," said Duncan Peyton, Chief Executive Officer, 4D
pharma. "The additional funds that these combined activities
deliver will enable 4D pharma to continue the rapid pace of
development on our pipeline of Live Biotherapeutics, including lead
oncology program, MRx0518 targeting a range of cancers, as well as
other therapeutic areas such as neurological conditions. We have a
robust line up of milestones set for 2021 and with both our new US
institutional support and upcoming NASDAQ listing, we look forward
to providing updates from our novel, single-strain LBP programs to
our expanded global audience."
Definitions
Capitalised terms used in this announcement shall, unless
defined in this announcement or unless the context provides
otherwise, bear the same meaning ascribed to them in the circular
posted to 4D shareholders by the Company on 26 February 2021.
Details of the Fundraising
The Fundraising comprises the private placement of 15,713,309
new Ordinary Shares at the Issue Price to raise approximately
$24.03 million (GBP17.29 million) before expenses. The Fundraising
is conditional upon, among other things, passing of the Resolutions
by 4D shareholders at the General Meeting, completion of the Merger
and admission of the Placing Shares to trading on AIM.
A Circular was sent to Shareholders on 26 February 2021 and
includes a notice convening a General Meeting on 18 March 2021, to
be held at 4D's corporate headquarters in Leeds, UK.
Application has been made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM ("Admission"). It
is expected that Admission will become effective at 8.00 a.m. (GMT)
on 22 March 2021.
Director participation in the Fundraising
Certain Directors have confirmed to the Board that they wish to
participate in the Fundraising, however as the Company is intending
to release the results for the year ended 31 December 2020 on or
around 25 March 2021, the Directors are currently in a closed
period and are prohibited from such participation. Accordingly,
immediately following the publication of those results, Duncan
Peyton and Alex Stevenson intend to subscribe for new Ordinary
Shares, in each case at the Issue Price (together the
"Subscriptions"). Mr Peyton and Dr Stevenson intend to subscribe
for, in aggregate, $2.0 million (GBP1.44 million).
The Subscriptions, if made, will constitute related party
transactions for the purposes of the AIM Rules for Companies and
the Independent Directors of 4D will be obliged to consider whether
the terms of the related party transactions are fair and reasonable
insofar as the shareholders of the Company are concerned, having
consulted with the Company's nominated adviser, N+1 Singer, before
the Subscriptions are entered into. A further announcement will be
made in due course.
Use of Proceeds
The proceeds from the Fundraising will be used primarily:
-- to advance the expanded Part B of the ongoing Phase I/II
combination study of MRx0518 and Keytruda(R) to completion;
enrolment is currently expected to complete in Q4 2021;
-- to continue engagement with the FDA in 2021 to discuss the
development and approval pathway for MRx0518 in combination with an
ICI in patients with solid tumours and secondary resistance to
prior ICI therapy;
-- to investigate the efficacy of MRx0518 in additional cancer
patient groups, treatment settings, and as part of additional
combination therapies, including an ongoing Phase I trial in
pancreatic cancer;
-- to commence a fourth clinical trial of MRx0518 in combination
with ICI Bavencio(R) as a first-line maintenance therapy for
urothelial carcinoma, expected to commence in 2021;
-- to evaluate designs for a potential first-in-human clinical
trial of MRx0029 in-patient clinical trial in neurodegenerative
diseases such as Parkinson's disease;
-- to continue to advance the vaccines discovery program in collaboration with MSD;
-- to complete a Phase II trial of MRx-4DP0004 to prevent or
reduce the hyper-inflammatory response in hospitalized patients
with COVID-19;
-- to complete ongoing Phase I/II study of MRx-4DP0004 in poorly
controlled asthma in combination with existing long-term
maintenance therapy; and
-- for general corporate purposes.
The Board expects that the resulting proceeds of the Fundraising
will extend 4D's cash runway into Q2 2022.
Total Voting Rights
Following the issue of the Placing Shares and the Transaction
Shares to be issued in connection with the Merger, 4D's enlarged
issued share capital will comprise 178,330,363 Ordinary Shares. The
total number of voting rights in the Company will be 178,330,363.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority.
Registration Rights
The Placing Shares have not been registered under the United
States Securities Act of 1933, as amended (the "Securities Act"),
or any state or other applicable jurisdiction's securities laws,
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state or other
jurisdictions' securities laws. Pursuant to the Securities Purchase
Agreements, the Company has agreed to register the Placing Shares
for resale under the Securities Act. Pursuant to the Securities
Purchase Agreements, the Company will prepare and file a
registration statement with the Securities and Exchange Commission
within 30 days of the Fundraising closing date (the "Filing
Deadline") and has agreed to use commercially reasonable efforts to
have the registration statement declared effective as soon as
practicable, but in any event, no later than 60 days after the
Filing Deadline, or 120 days if the registration statement is
subject to a full review by the Securities and Exchange
Commission.
Non-Solicitation
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the Placing Shares, nor
shall there be any offer, solicitation or sale of these securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful. Any offering of the securities under the resale
registration statement will only be made by means of a
prospectus.
Additional Information
The person responsible for arranging the release of this
information on behalf of the Company is Duncan Peyton.
About 4D pharma
Founded in February 2014, 4D pharma is a world leader in the
development of Live Biotherapeutics, a novel and emerging class of
drugs, defined by the FDA as biological products that contain a
live organism, such as a bacterium, that is applicable to the
prevention, treatment or cure of a disease. 4D has developed a
proprietary platform, MicroRx(R), that rationally identifies Live
Biotherapeutics based on a deep understanding of function and
mechanism.
4D pharma's Live Biotherapeutic products (LBPs) are orally
delivered single strains of bacteria that are naturally found in
the healthy human gut. The Company has six clinical programmes,
namely a Phase I/II study of MRx0518 in combination with KEYTRUDA
(pembrolizumab) in solid tumours, a Phase I study of MRx0518 in a
neoadjuvant setting for patients with solid tumours, a Phase I
study of MRx0518 in patients with pancreatic cancer, a Phase I/II
study of MRx-4DP0004 in asthma, a Phase II study of MRx-4DP0004 in
patients hospitalised with COVID-19, and Blautix(R) in Irritable
Bowel Syndrome (IBS) which has completed a successful Phase II
trial. Preclinical-stage programmes include candidates for CNS
disease such as Parkinson's disease and other neurodegenerative
conditions. The Company has a research collaboration with MSD, a
tradename of Merck & Co., Inc., Kenilworth, NJ, USA, to
discover and develop Live Biotherapeutics for vaccines.
For more information, refer to https://www.4dpharmaplc.com.
Contact Information:
4D pharma plc
Investor Relations: ir@4dpharmaplc.com
N+1 Singer - Nominated Adviser and Joint Broker +44 (0)20 7496
3000
Philip Davies / Iqra Amin / James Fischer (Corporate
Finance)
Tom Salvesen (Corporate Broking)
Bryan Garnier & Co. Limited - Joint Broker +44 (0)20 7332
2500
Dominic Wilson / Phil Walker
Stern Investor Relations, Inc. +1-212-362-1200
Julie Seidel Julie.seidel@sternir.com
Image Box Communications +44 (0)20 8943 4685
Neil Hunter / Michelle Boxall
neil@ibcomms.agency / michelle@ibcomms.agency
DEFINITIONS
The following definitions apply throughout this Announcement,
unless the context requires otherwise.
"Admission" admission of the Placing Shares to trading on
AIM, in accordance with
Rule 6 of the AIM Rules;
"ADSs" American Depositary Shares, each of which represents
8 new
Ordinary Shares, proposed to be issued pursuant
to the Merger, to
be registered and issued by JP Morgan Chase Bank,
N.A.;
"AIM" a market operated by London Stock Exchange plc;
"AIM Rules" the AIM Rules for Companies as published by London
Stock Exchange from time to time;
"Announcement" this announcement;
"Board" or "Directors" the board of directors of the Company;
"Chardan" Chardan Capital Markets, LLC;
"Circular" the circular published on 26 February 2021 in
connection with the Merger and containing notice
of the General Meeting;
"Company" or "4D" 4D pharma plc, a company incorporated in England
& Wales and with registered number (08840579);
"FCA" the Financial Conduct Authority;
"Fundraising" the placing of the Placing Shares at the Issue
Price;
"General Meeting" the general meeting of the Company to be held
at 10 a.m. on 18 February 2021;
"Issue Price" $1.53 (GBP1.10) per Placing Share;
"Ladenburg Thalmann" Ladenburg Thalmann & Co. Inc;
"Longevity" Longevity Acquisition Corporation, a company incorporated
in the
BVI with registered number 1972601 and having
its registered
office at Craigmuir Chambers, PO Box 71, Road
Town, Tortola,
BVI;
"MAR" Market Abuse Regulation (596/2014) as it applies
in the
United Kingdom by virtue of the European Union
(Withdrawal) Act
2018 ;
"Merger" the proposed merger with Longevity, details of
which are set out in the Circular;
"Notice of General Meeting" the notice of the General Meeting set out at the
end of the Circular;
"Ordinary Shares" ordinary shares of GBP0.0025 each in the capital
of the Company;
"Placing Shares" 15,713,309 new Ordinary Shares which are to be
placed with certain U.S. and United Kingdom institutional
investors and accredited investors pursuant to
the Fundraising;
"Resolutions" the resolutions to be proposed at the General
Meeting, details of which are set out in the Notice
of General Meeting;
"Securities Purchase the individual securities purchase agreements
Agreements" entered into by the Company with each of the investors
participating in the Fundraising
"United States" or "U.S." the United States of America, its territories
and possessions, any state of the United States
of America and the District of Columbia; and
"Warrants" the warrants to subscribe for Ordinary Shares
at 100 pence per Ordinary Shares allotted pursuant
to a Warrant Instrument dated 9 March 2020 to
certain 4D shareholders who subscribed for Ordinary
Shares in the placing and subscription announced
on 18 February 2020.
Exchange Rate: GBP1:$1.39
KEY STATISTICS
Number of Ordinary Shares as at the date of this announcement 131,566,524
Number of Warrants in issue as at the date of this
announcement 21,893,687
Number of Transaction Shares to be issued 31,050,530
Number of Ordinary Shares per ADS 8
Number of Placing Shares 15,713,309X
Maximum number of Ordinary Shares to be allotted upon
exercise of all New Warrants (1) 26,690,136
Proceeds of the Fundraising (before expenses) $24.03 million (GBP17.29
million)
Enlarged Issued Share Capital (following completion
of the Merger and the Fundraising) 178,330,363
Placing Shares as a percentage of the Enlarged Issued
Share Capital 8.81%
(1) This number includes all shares to be issued upon exercise
of all new warrants to be issued in connection with the Merger.
Forward-Looking Statements
This announcement contains "forward-looking statements." All
statements other than statements of historical fact contained in
this announcement, including without limitation statements
regarding of the completion of, and timing for completion of the
Fundraising, the completion of, and timing for completion of the
Merger with Longevity, use of proceeds, and the Company's LBP
programs and pipeline are forward-looking statements within the
meaning of Section 27A of the United States Securities Act of 1933,
as amended (the "Securities Act"), and Section 21E of the United
States Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements are often identified by the words
"believe," "expect," "anticipate," "plan," "intend, " "foresee,"
"should," "would," "could," "may," "estimate," "outlook" and
similar expressions, including the negative thereof. The absence of
these words, however, does not mean that the statements are not
forward-looking. These forward-looking statements are based on the
Company's current expectations, beliefs and assumptions concerning
future developments and business conditions and their potential
effect on the Company. While management believes that these
forward-looking statements are reasonable as and when made, there
can be no assurance that future developments affecting the Company
will be those that it anticipates.
All of the Company's forward-looking statements involve known
and unknown risks and uncertainties, some of which are significant
or beyond its control, and assumptions that could cause actual
results to differ materially from the Company's historical
experience and its present expectations or projections. The
foregoing factors and the other risks and uncertainties that affect
the Company's business, including the risks of failure to obtain
shareholder approvals for the transactions and in the closing of
the Merger and the PIPE Investment and those additional risks and
uncertainties described the documents filed by the Company with the
US Securities and Exchange Commission ("SEC"), should be carefully
considered. The Company wishes to caution you not to place undue
reliance on any forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to publicly
update or revise any of its forward-looking statements after the
date they are made, whether as a result of new information,
future
events or otherwise, except to the extent required by law.
4D's shareholders can obtain a copy of the Circular from the
Company's website at https://www.4dpharmaplc.com .
Additional Information about the Transaction and Where to Find
it
This press release is being made in respect of a proposed
business combination involving 4D Pharma and Longevity. Following
the announcement of the proposed business combination, 4D Pharma
filed a registration statement on Form F-4 (the "Registration
Statement") with the SEC which was declared effective on February
25, 2021. This press release does not constitute an offer to sell
or the solicitation of an offer to buy or subscribe for any
securities or a solicitation of any vote or approval nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. The Registration
Statement includes a prospectus with respect to 4D Pharma's
ordinary shares and ADSs to be issued in the proposed transaction
and a proxy statement of Longevity in connection with the merger.
The proxy statement/prospectus has been mailed to the Longevity
shareholders on or about February 26, 2021. 4D Pharma and Longevity
also plan to file other documents with the SEC regarding the
proposed transaction.
This press release is not a substitute for any prospectus, proxy
statement or any other document that 4D Pharma or Longevity may
file with the SEC in connection with the proposed transaction.
Investors and security holders are urged to read the Registration
Statement and, when they become available, any other relevant
documents that will be filed with the SEC carefully and in their
entirety because they will contain important information about the
proposed transaction.
You may obtain copies of all documents filed with the SEC
regarding this transaction, free of charge, at the SEC's website (
www.sec.gov ). In addition, investors and security holders will be
able to obtain free copies of the Registration Statement and other
documents filed with the SEC without charge, at the SEC's website (
www.sec.gov ) or by calling +1-800-SEC-0330.
Participants in the Solicitation
Longevity and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from Longevity's shareholders with respect to the proposed
transaction. Information regarding Longevity's directors and
executive officers is available in its annual report on Form 10-K
for the fiscal year ended February 29, 2020, filed with the SEC on
April 30, 2020. Additional information regarding the participants
in the proxy solicitation relating to the proposed transaction and
a description of their direct and indirect interests is contained
in the Registration Statement.
4D and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from the
shareholders of Longevity in connection with the proposed
transaction. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
transaction is included in the Registration Statement.
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END
MSCJRMTTMTABBIB
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