4D pharma to list ADSs on NASDAQ in
conjunction with the merger agreement between 4D pharma and
Longevity Acquisition Corp., a SPAC
Subject to the satisfaction of closing
conditions of the merger, 4D pharma ADSs will begin trading on
NASDAQ under the ticker symbol ‘LBPS’
4D pharma plc (AIM: DDDD), a pharmaceutical company
leading the development of Live Biotherapeutic products (LBPs) - a
novel class of drug derived from the microbiome, today announces
that the United States Securities and Exchange Commission (“SEC”)
has declared effective its registration statements on Form F-4 with
respect to the issuance of 4D pharma American Depositary Shares
(“ADSs”) to the shareholders of Longevity Acquisition Corporation
(NASDAQ: LOAC) (“Longevity”), a NASDAQ-listed special purpose
acquisition company (“SPAC”), in connection with the previously
announced merger between 4D pharma and Longevity.
It is expected that 4D pharma ADSs will begin trading on NASDAQ
under the ticker symbol ‘LBPS’ following completion of the merger,
subject to the satisfaction of the conditions to closing in the
merger agreement between 4D pharma and Longevity, including
approvals of 4D pharma and Longevity shareholders.
As reported in October 2020, the registration statement
facilitates the creation of a trading market in the US for ADSs
representing the Company's Ordinary Shares. 4D pharma’s Ordinary
Shares will continue to be admitted to trading on AIM, a market
operated by the London Stock Exchange, under the current ticker
symbol ‘DDDD’.
The Company will send a circular to 4D pharma shareholders in
due course in order to convene a General Meeting to, inter alia,
approve the merger.
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®, 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® 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.
In October 2020 4D pharma announced its intention to merge with
Longevity Acquisition Corporation (NASDAQ: LOAC), a special purpose
acquisition company (SPAC), and seek a NASDAQ listing. The merger
is expected to be completed and the NASDAQ listing of 4D pharma
American Depositary Shares (ADSs) under the ticker symbol ‘LBPS’ is
currently expected to become effective in early 2021, subject to
approval of 4D Shareholders and Longevity Shareholders.
For more information, refer to https://www.4dpharmaplc.com
Forward-Looking Statements
This press release contains "forward-looking statements." All
statements other than statements of historical fact contained in
this announcement, including without limitation statements
regarding expected trading of 4D pharma ADSs on NASDAQ and the
potential timing thereof, 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 delays in admitting
the ADSs to trading on NASDAQ 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.
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 and Longevity. Following the
announcement of the proposed business combination, 4D filed a
registration statement on Form F-4 (the “Registration Statement”)
with the SEC, which Registration Statement has been declared
effective by the SEC. 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 preliminary prospectus with respect to 4D’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 will be provided to the Longevity
shareholders. 4D 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 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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version on businesswire.com: https://www.businesswire.com/news/home/20210225005885/en/
4D Investor Relations ir@4dpharmaplc.com Stern
Investor Relations, Inc. Julie Seidel +1-212-362-1200
Julie.seidel@sternir.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 Image Box
Communications Neil Hunter / Michelle Boxall +44 (0)20 8943
4685 neil@ibcomms.agency / michelle@ibcomms.agency
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