TIDMDDDD
RNS Number : 4308Q
4d Pharma PLC
26 February 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON PUBLICATION OF
THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED IN THE PUBLIC
DOMAIN
4D pharma announces Posting of Circular
Leeds, UK, February 26, 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, announces that it will today
post a circular (the "Circular") to 4D shareholders in order to
convene a General Meeting to, inter alia, approve the merger
previously announced merger between 4D and Longevity Acquisition
Corporation (NASDAQ: LOAC) ("Longevity"), a NASDAQ-listed Special
Purpose Acquisition Company ("SPAC").
Unless stated otherwise, capitalised terms used but not defined
in this announcement shall have the meanings given to them in the
Circular.
Current Trading
4D's approach to Live Biotherapeutic Products ("LBPs") is driven
by a desire to ensure that its programmes have a real possibility
of delivering safe and effective therapies, and providing solutions
to major global healthcare issues such as cancer and asthma, as
well as exploring novel approaches to neurodegeneration, which is
becoming an ever-increasing burden as the global population
continues to age.
The Directors believe that recent announcements by the Company
are supportive of, and continue to validate, its single strain
approach to novel Live Biotherapeutics and discovery platform
MicroRx(R). Highlights of recent clinical advances made by the
Company include:
-- the announcement of full clinical benefit results from the
completed Part A of a Phase I/II clinical trial of MRx0518 in
combination with immune checkpoint inhibitor (ICI) Keytruda(R)
(pembrolizumab), which demonstrated good safety and promising
signals of efficacy, exceeding partners' pre-defined threshold to
support expansion; five of 12 patients with renal cell carcinoma
(RCC) or non-small cell lung cancer (NSCLC) experienced a
clinically meaningful benefit from the combination;
-- presentation of the first monotherapy data for lead
immuno-oncology LBP MRx0518, from Part A of a Phase I trial of
MRx0518 in the neoadjuvant setting, demonstrating strong signals of
biological activity and tumour immune microenvironment modulation,
which support pre-clinical findings;
-- expansion of Part B of the MRx0518 and Keytruda(R)
combination trial, with the inclusion of additional tumour type
cohorts and trial sites following the positive results in Part A in
RCC and NSCLC;
-- completion of a Phase II clinical trial investigating the
efficacy of Blautix(R) in the treatment of irritable bowel syndrome
(IBS) which showed: (i) a statistically significant increase in
overall response in pre-planned analysis of the combined IBS-C/D
group compared to placebo; and (ii) a positive, though
non-significant increase in overall response in both IBS-C and
IBS-D cohorts individually. The primary efficacy endpoint of the
trial was based on whether or not a subject, from either the IBS-C
or IBS-D cohorts, was considered an overall responder. For a
subject to be classed as an 'overall responder' they must have
reported an improvement in their weekly (cohort specific) symptoms
(abdominal pain intensity and stool frequency or consistency) for
>=50% of the treatment period ; and
-- entry into a second clinical collaboration and drug supply
agreement regarding MRx0518, with Merck KGaA and Pfizer, Inc.;
under the agreement we will evaluate MRx0518 in combination with
Merck KGaA and Pfizer's ICI Bavencio(R) (avelumab) as a first-line
maintenance therapy for urothelial carcinoma.
To enable the Company to build on these advances and enhance its
prospects of successfully taking its assets forward, the Company
announced in July 2020 that it was investigating other capital
market opportunities, including options for a potential U.S.
listing. . As a result, and with input from its UK and US advisers,
the Company began to review and explore a number of options to
potentially access the U.S. capital markets, including a direct
listing onto NASDAQ, a "reverse merger" with a publicly listed
company, and a merger with a special purpose acquisition company,
or SPAC. The Company opted to focus on a transaction with a SPAC as
this was more likely to generate shareholder value and reduce the
risk of inheriting the contingent liabilities of a former operating
company. On 22 October 2020, the Company announced a proposed
combination with Longevity, a SPAC, and its intention to apply to
NASDAQ for a listing of its American Depositary Shares (ADSs). A
Registration Statement to register the Ordinary Shares represented
by the ADSs to be issued in connection with the Merger was filed
with the SEC on 25 November 2020 and was declared effective by the
SEC on 25 February 2021.
The Company will, subject to Shareholder approval, issue in
aggregate, 31,050,530 Ordinary Shares (the "Transaction Shares")
comprising: (i) 19,774,872 Ordinary Shares to be allotted to
Longevity Shareholders as consideration in connection with the
Merger (the "Merger Shares"); (ii) 2,750,000 Ordinary Shares to be
allotted to Chardan in settlement of a financial adviser fee in
connection with the Transaction (the "Chardan Shares"); (iii)
5,272,050 Ordinary Shares to be issued to the Backstop Investors
pursuant to the Backstop Agreements (being 700,000 newly-issued
Longevity Shares converted into Ordinary Shares at the Exchange
Ratio) (the "Commitment Shares"); and (iv) 3,253,608 Ordinary
Shares to be issued to those holders of rights issued at the time
of the Longevity IPO which entitle each such holder to receive 0.1
Longevity Shares per right upon the consummation of a business
combination (the "Rights Shares"). The Consideration Shares will,
following Admission, be deposited with the Depositary Bank in order
to issue ADSs based on a ratio of one ADS for every eight
Consideration Shares issued. Each issued Longevity Share held
immediately prior to Completion will be converted into the right to
receive ADSs pursuant to the Exchange Ratio.
As stated in the announcement of the Merger in October 2020, at
Completion 4D Shareholders will own approximately 86.9%, and
Longevity Shareholders will own approximately 13.1%, of the issued
share capital of the Enlarged Group based on the current issued
share capital of 4D and Longevity. At Completion, the Transaction
Shares (comprising the Merger Shares, the Chardan Shares, the
Commitment Shares and the Rights Shares) will represent
approximately 19.1 per cent. of the Enlarged Issued Share
Capital.
Based on a price of GBP1.10 per Ordinary Share (which
represented a premium of 18% to the Company's closing share price
on 21 October 2020 (being the latest practicable date prior to the
announcement of the Merger)), the Merger Shares underlying the ADSs
to be issued in exchange for each Longevity Share in the Merger
represented (on 21 October 2020) an aggregate value of
approximately GBP21.8 million.
In addition, in connection with the Transaction the Company
will, subject to Shareholder approval, issue certain new warrants
convertible into Ordinary Shares in accordance with their terms
(the "New Warrants") comprising: (i) 4,320,000 outstanding warrants
that were previously issued by Longevity to holders of Longevity
Shares at the time of the Longevity IPO and which will be converted
into warrants to purchase up to 16,268,040 Ordinary Shares, payable
in ADSs (the "Assumed Warrants"); (ii) warrants to be issued to the
Backstop Investors to acquire up to 7,530,000 Ordinary Shares
following Completion in connection with the Backstop Arrangements
(the "Backstop Warrants"); and (iii) an option to acquire 2,892,096
Ordinary Shares to Cantor Fitzgerald, in its capacity as
underwriter to Longevity at the time of the Longevity IPO (the
"Underwriter's Option").
If all of the New Warrants are exercised for cash, the Company
will receive approximately US$29 million of capital. Application
will be made to the London Stock Exchange for the Transaction
Shares to be admitted to trading on AIM, whereupon the
Consideration Shares will be deposited with the Depositary Bank
which will issue a proportionate number of ADSs. The ADSs are
expected to be admitted to trading on NASDAQ.
Background to and reasons for the Transaction
The Directors regularly evaluate the Company's business and
operations, long-term strategic goals, capital needs, and options
to maximise shareholder value and prospects. The Board also
regularly reviews strategic alternatives available to the Company,
including merger and acquisition and financing opportunities.
Throughout 2020, there was a significant increase in interest in
4D on the part of overseas investors, particularly those based in
the U.S.. As a result of this increased U.S. interest, in July
2020, 4D announced that it was investigating other capital market
opportunities, including options for a potential U.S. listing.
The Directors explored a number of options to access the U.S.
capital markets, including a direct listing onto NASDAQ and a
reverse merger. The Directors concluded that the preferred avenue
to accessing the U.S. capital markets was via a merger with a SPAC
as this was more likely to generate shareholder value and reduce
the risk of inheriting the contingent liabilities of a former
operating company.
A comprehensive analysis of available SPACs was conducted by the
Directors, who sought to identify a SPAC with sufficient capital to
extend meaningfully the Company's cash runway without excessively
diluting the holdings of Shareholders. Longevity was identified as
the preferred SPAC during this process.
The Directors believe that a NASDAQ Listing will give the
Company an opportunity to expand its investor base, attract
substantial capital investment and enhance its reputation globally.
The Directors also believe that the NASDAQ Listing will enable the
Company to access funds from specialist healthcare investors that
might otherwise be unavailable to the Company as a result of its
current listing on AIM. NASDAQ is well known as a particularly
supportive environment for rapidly growing biotech businesses such
as 4D. The Directors believe that the deeper pool of specialist
biotech investors in the United States have an investment appetite
more suited to a rapidly growing company in the biotechnology
sector. As such, the Directors believe that the value of the
Company's intellectual property and drug discovery and development
activities may be better realised on the U.S. capital markets due
to the larger number of specialist investors being able to
recognise the Company's position as a leader in its field.
The Directors believe that, as a dual listed entity on both AIM
and NASDAQ, the Enlarged Group will benefit from a higher profile
and greater exposure to investors, potential partners, analysts and
industry media.
A backstop financing facility has been put in place such that
the US$14.6 million cash reserves held by Longevity immediately
prior to the announcement of the Merger will be guaranteed to be
held by Longevity upon Completion. These funds (less existing
indebtedness in Longevity repayable on Completion and the costs
associated with the Transaction) will thus be available to the
Enlarged Group as new capital following Completion, giving the
Enlarged Group an operational cash runway into early Q3 2021.
Details of the Merger
A SPAC is a limited life company which is listed with a view to
carrying out a business combination (usually within 2 years from
the date of its initial public offering, extendable by shareholder
approval). A SPAC's principal asset is the cash that it holds in a
trust account contributed by its shareholders at its initial public
offering. There are several benefits of acquiring a SPAC rather
than an operating company, including the likelihood that there will
be fewer liabilities in a SPAC because it has never had any
business operations, other than identifying a merger candidate.
Following a thorough analysis of the SPAC market conducted by
Chardan, the Company identified Longevity as the preferred merger
target as not only would the acquisition of Longevity give 4D
access to the U.S. market, but it would also allow the Company to
access the cash held by Longevity in its trust account and thus
extend its cash runway. As at the Last Practicable Date, there was
US$14.6 million held in the Longevity trust account.
In order to effect the Merger, the Company incorporated a new
wholly owned subsidiary in the BVI, Merger Sub, which will merge
with Longevity, which is also incorporated in the BVI. At
Completion, the surviving entity will be Merger Sub, which will be
a wholly owned subsidiary of the Company. The terms of the Merger
Agreement provide that Completion is subject to a number of
conditions including approval by Shareholders of the Resolutions to
be proposed at the General Meeting, the Registration Statement
being declared effective by the SEC, the approval of the listing of
the ADSs to trading on NASDAQ, and approval of Longevity
Shareholders of the Merger at the Longevity Special Meeting due to
be held on 17 March 2021.
Subject to certain limitations set out in the Longevity Charter,
the Longevity Shareholders have an opportunity to redeem their
Longevity Shares for cash equal to a pro rata share of the
aggregate amount on deposit in the trust account prior to
Completion. Any redemptions by Longevity Shareholders would reduce
the capital available to the Enlarged Group. The cash of US$14.6
million held by Longevity at the date the Merger was announced is a
key driver of the Transaction as it allows the Company to extend
meaningfully its cash runway and so arrangements were put in place
prior to the announcement of the Merger with certain investors,
including the Company's directors Duncan Peyton and Alex Stevenson,
and the Company's current largest shareholder, Steven Oliveira and
his connected companies (the investors together being the "Backstop
Investors"), to underwrite any redemptions of the amount held by
Longevity in its trust account (the "Backstop Arrangements").
The Backstop Investors have committed to subscribe for Longevity
Shares prior to Completion so as to raise up to US$14.6 million in
the event of redemptions by Longevity Shareholders. To secure the
Backstop Arrangements, Longevity has agreed to allot 700,000 newly
issued Longevity Shares to the Backstop Investors, which will be
converted, based on the Exchange Ratio, into 5,272,050 Ordinary
Shares (the "Commitment Shares").
In addition, Whale Capital Management, the SPAC Sponsor and
largest shareholder in Longevity, will transfer 200,000 Longevity
Shares (the equivalent of 1,506,300 Ordinary Shares based on the
Exchange Ratio) to the Backstop Investors and grant the Backstop
Investors an option to acquire up to an additional 400,000
outstanding Longevity Shares (which will be converted, based on the
Exchange Ratio, into an option to acquire up to an additional
3,012,600 Ordinary Shares) from the SPAC Sponsor (together, the
"SPAC Sponsor Backstop Shares"). The Merger Shares include the SPAC
Sponsor Backstop Shares.
The Company has also agreed to grant warrants to acquire up to
an additional 7,530,000 Ordinary Shares to the Backstop Investors
if and to the extent the Assumed Warrants are exercised (the
"Backstop Warrants").
Duncan Peyton and Alex Stevenson, being the Chief Executive
Officer and Chief Scientific Officer of the Company respectively,
will also enter into Lock-up Agreements at Completion. Under the
terms of the Lock-up Agreements, each of them will agree that,
subject to certain limited exceptions, he will not sell any
Consideration Shares due to him under the terms of the Merger for a
period of twelve months.
In addition to the allotment of Consideration Shares, the
Company has agreed to assume the outstanding warrants to subscribe
for Longevity Shares, as were originally issued to holders of
Longevity Shares at the time of the Longevity IPO (the "Assumed
Warrants"). At Completion, the Assumed Warrants will entitle the
warrant holders to subscribe for, in aggregate, 16,268,040 Ordinary
Shares at US$1.53 per Ordinary Share. If all of the Assumed
Warrants are exercised for cash, the Company will receive up to
US$24.7 million of capital.
In addition to these outstanding warrants issued by Longevity,
there are also 4,320,000 rights outstanding which were issued by
Longevity to holders of Longevity Shares at the time of the
Longevity IPO. These rights permit the holder of those rights to
receive 0.1 Longevity Share per right upon completion of a business
combination. Therefore, upon Completion, the holders of those
rights will receive 432,000 Longevity Shares, which will be
converted, based on the Exchange Ratio, into 3,253,608 Ordinary
Shares (the "Rights Shares").
At the time of the Longevity IPO, Longevity granted an option to
its underwriter, Cantor Fitzgerald, pursuant to which it agreed to
be allotted units in the enlarged company upon completion of a
merger. Upon exercise of this option in full and the underlying
warrants, 4D will receive US$4,140,000 and would allot 2,892,096
Ordinary Shares to Cantor Fitzgerald (the "Underwriter's
Option").
The Backstop Arrangements also provide that, subject to certain
conditions, 4D may be required to file, within thirty days of
Completion, a registration statement under the Securities Act
registering the resale of the Ordinary Shares received by the
Backstop Investors pursuant to the Merger and the Backstop
Arrangements.
Details of the US Registration and the NASDAQ Listing
Registration Statement
The Company has filed a registration statement on Form F-4 (the
"Registration Statement") which has been declared effective by the
SEC. The Registration Statement contains a prospectus under the
Securities Act with respect to the offering of the Company's
Ordinary Shares, in the form of ADSs, to the shareholders of
Longevity in the Merger. The Registration Statement also contains a
proxy statement of Longevity in connection with the solicitation of
approval, in accordance with the BVI Companies Act, by Longevity
Shareholders of the Merger Agreement, the plan of merger between
Longevity and Merger Sub in accordance with the BVI Companies Act,
and the Merger. Longevity will hold a shareholder meeting on 17
March 2021 ("Longevity Special Meeting") for the purposes of
obtaining these approvals. As a result of the registration, the
ADSs issued in the Merger to Longevity Shareholders will be freely
tradeable under U.S. securities laws. Since existing shareholders
of the Company are not being offered new Ordinary Shares or ADSs in
the Merger, and only Longevity Shareholders are entitled to vote at
the Longevity Special Meeting, the Registration Statement is not
directed at Shareholders.
NASDAQ Listing
In connection with the Merger, the Company has filed an initial
listing application with NASDAQ to list the Company's ADSs on the
Nasdaq Global Market under the symbol "LBPS". The listing is
subject to 4D fulfilling all of the listing requirements of The
Nasdaq Global Market. It is a condition to the completion of the
Merger that the Company's ADSs be approved for listing on NASDAQ,
subject to official notice of issuance. While the Company believes
it will meet all the requirements for listing prior to the
Completion, there is no guarantee that the ADSs will be accepted
for trading on The Nasdaq Global Market. Following Completion, the
Ordinary Shares will continue to be admitted to trading on AIM
under the symbol "DDDD".
Following Completion, Longevity Shares, which currently trade on
the Nasdaq Capital Market, will be delisted from NASDAQ and
deregistered with the SEC.
Each ADS represents eight Ordinary Shares and will be quoted in
U.S. dollars. The Company expects trading in ADSs will be
associated with the value of the eight Ordinary Shares that each
ADS represents, giving effect to the pound sterling to dollar
currency exchange rate. However, there can be no assurance that the
trading price for the Company's ADSs on NASDAQ will correlate
directly with the trading price of the Ordinary Shares on AIM.
Implications of NASDAQ listing on Existing Shareholders
As the Company's Ordinary Shares will continue to trade on AIM
following Completion, existing Shareholders in 4D do not need to
take any action with the respect to the ADSs issued in the Merger
that will trade on NASDAQ.
Strategic Plans for the Enlarged Group
Throughout 2020, the Company has made progress in advancing the
development of its LBP candidates, including:
-- generating, to 4D's knowledge, the first proof-of-concept
data of a Live Biotherapeutic in an oncology setting in the trial
of MRx0518 in combination with immune checkpoint inhibitor (ICI)
Keytruda(R) (pembrolizumab) in patients with metastatic NSCLC, RCC
and UC that are refractory to prior anti-PD-1/PD-L1, a difficult to
treat, highly refractory population with secondary resistance to
prior ICIs and high unmet medical need;
-- the completion of Part A of a Phase I trial of MRx0518 as a
neoadjuvant monotherapy, demonstrating strong immunological signals
of single agent biological activity, which support pre-clinical
findings;
-- completion of a Phase II clinical trial investigating the
efficacy of Blautix(R) in the treatment of irritable bowel syndrome
(IBS) which showed: (i) a statistically significant increase in
overall response in pre-planned analysis of the combined IBS-C/D
group compared to placebo; and (ii) a positive, though
non-significant increase in overall response in both IBS-C and
IBS-D cohorts individually. The primary efficacy endpoint of the
trial was based on whether or not a subject, from either the IBS-C
or IBS-D cohorts, was considered an overall responder. For a
subject to be classed as an 'overall responder' they must have
reported an improvement in their weekly (cohort specific) symptoms
(abdominal pain intensity and stool frequency or consistency) for
>=50% of the treatment period; and
-- entry into a second clinical collaboration and drug supply
agreement regarding MRx0518, with Merck KGaA and Pfizer, Inc. under
which the Company will evaluate MRx0518 in combination with Merck
KGaA and Pfizer's ICI Bavencio(R) (avelumab) as a first-line
maintenance therapy for urothelial carcinoma.
Following Completion, 4D intends to continue the clinical
development of its lead assets and build upon these developments,
including:
-- advancing 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;
-- continued 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;
-- investigating 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, and commencement of 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;
-- evaluating designs for a potential first-in-human clinical
trial of MRx0029 in-patient clinical trial in neurodegenerative
diseases such as Parkinson's disease;
-- continuing to advance the vaccines discovery program in collaboration with MSD;
-- completing a Phase II trial of MRx-4DP0004 to prevent or
reduce the hyperinflammatory response in hospitalized patients with
COVID-19; and
-- completing ongoing Phase I/II study of MRx-4DP0004 in poorly
controlled asthma in combination with existing long-term
maintenance therapy.
Although it is not ruled out going forward, it is currently not
intended that 4D will move any operations to the United States in
the near-term. However, a U.S. subsidiary has recently been
incorporated to enable recruitment of key U.S.-based staff, thus
permitting additional U.S.-facing business functions to be
established if and when required. There is no current intention to
change any of the operations of 4D as a result of the
Transaction.
The Company intends to maintain its listing on AIM following
Completion.
Additional Fundraising
As part of the Merger process, the Directors have considered the
funding requirements for the execution of the Enlarged Group's
business plan following Completion. As reported previously, taking
account of 4D's existing resources and the US$14.6 million cash
reserves held by Longevity prior to the announcement of the Merger
(less existing indebtedness in Longevity repayable on Completion
and the costs associated with the Transaction), the Enlarged Group
has an operational cash runway into early Q3 2021.
Therefore, the Enlarged Group will require additional external
funding before Q3 2021 in order to be able to continue as a going
concern. Principally, this funding will be required to continue the
clinical development of its lead assets, as detailed above, fund
ongoing administrative costs and other general working capital and
contractual financing requirements.
The Board anticipates that additional finance will come
primarily from equity funding and expects that additional funds can
be raised before Q3 2021. The Board is considering the option of
raising a minimum of US$25 million and intends to approach a
limited number of qualified institutional buyers and institutional
accredited investors regarding a potential private placement of its
Ordinary Shares or ADSs. This financing transaction, if completed,
could close contemporaneously with, or on a date after, the
completion of the Merger. The decision regarding how much to raise
or whether to proceed or not, will depend on the prevailing market
conditions, investor appetite and price, and there is no certainty
that any such fundraising transaction will proceed nor what amount
might be raised.
The Board is therefore seeking approval at the General Meeting
to issue new shares on a non-pre-emptive basis for up to 40 per
cent. of the Company's Enlarged Issued Share Capital (following
Completion). The Board will update Shareholders as appropriate
regarding any future funding proposals. It remains of the opinion
that the NASDAQ Listing will provide access to specialist
healthcare investors in the US.
Background to the New Articles
In connection with, and to facilitate the NASDAQ Listing, it is
proposed that the Company will adopt New Articles at the General
Meeting.
The New Articles make a number of changes that are either
administrative in nature or reflect certain updates in applicable
law or best practice for companies with shares admitted to trading
on AIM and ADSs admitted to trading on NASDAQ. These changes
include:
-- increasing the limit for the total fees of the Directors in
any one financial year to GBP600,000;
-- allowing the Company to hold electronic general meetings;
-- requiring the vacation of office by a Director if he becomes
prohibited by the NASDAQ Rules from being a director; and
-- clarifying that, notwithstanding the NASDAQ Listing, unless
the Company agrees otherwise the courts of England and Wales shall
continue to be the sole and exclusive forum for the settlement of
disputes involving the Company, save in relation to disputes
arising under the Securities Act, in which case the federal
district courts of the United States will be the sole and exclusive
forum for the settlement of disputes.
The Articles and the New Articles (and a comparison of the two
showing proposed amendments) are available for inspection on the
Company's website at www.4dpharmaplc.com.
Related Party Transactions
As announced by the Company on 22 October 2020, the
participation by Duncan Peyton in the Backstop Arrangements in the
amount of up to US$1,075,862 and the participation by Alex
Stevenson in the Backstop Arrangements in the amount of up to
US$827,856, both constitute related party transactions for the
purposes of the AIM Rules because, if funds are withdrawn from the
Longevity trust account, the Backstop Investors will make up the
shortfall so that the US$14.6 million in the trust account at the
time the Merger was announced will be available to the Enlarged
Group at Completion. As a result of the terms of these Backstop
Arrangements, the shareholdings in the Company of Duncan Peyton and
Alex Stevenson could increase.
For the same reasons as noted above, the participation by Steve
Oliveira and connected parties, a substantial shareholder (as
defined by the AIM Rules) in the Company, in the Backstop
Arrangements in the amount of up to US$5 million (in aggregate) is
also a related party transaction.
The Independent Directors, having consulted with the Company's
nominated adviser, N+1 Singer, considered that the terms of the
related party transactions are fair and reasonable insofar as
Shareholders are concerned. In providing their advice to the
Independent Directors, N+1 Singer have taken into account the
commercial assessments of the Independent Directors.
Compensation Compensation
if no redemptions if 100% redemptions
and all and all
Longevity Longevity
Compensation Compensation
Current % of if no warrants if 100% warrants
Director Shareholding Backstop redemptions exercised redemptions exercised
Duncan Peyton 8,359,835 7.31% 495,224 1,045,363 1,241,813 1,791,952
Alex Stevenson 8,317,896 5.62% 381,065 804,387 955,552 1,378,874
Steve Oliveira
and
connected parties 14,442,698 33.95% 2,301,520 4,858,256 5,771,247 8,327,982
General Meeting
In light of current laws and the UK Government's current
guidance regarding the COVID-19 pandemic, which includes
enforcement of social distancing and the national restrictions
which are currently in force, Shareholders will not be permitted to
attend the General Meeting.
The General Meeting will be convened in accordance with the
Articles and in line with the UK Government's guidance. Voting on
the Resolutions to be proposed at the General Meeting shall be held
on a poll rather than on a show of hands. The Company believes that
this is the best and fairest way to ensure that the votes of all
Shareholders can be taken into account, whilst also preventing the
Company and Shareholders breaching the UK Government's guidance.
Accordingly, the Company encourages all Shareholders to vote
electronically using the CREST Proxy Voting Service or by going to
www.signalshares.com (as applicable) as soon as possible, in each
case electing the Chairman of the meeting as their proxy as no
other proxy will be permitted to attend the General Meeting.
The health and well-being of our Shareholders, employees and
stakeholders remains our priority and the steps set out above are
necessary and appropriate during the COVID-19 pandemic. We trust
that Shareholders will understand the need for these precautions in
line with Government public health guidelines.
Directors' Recommendation and Voting Intention
The Directors consider the Transaction and the adoption of the
New Articles to be in the best interests of the Company and its
Shareholders as a whole and accordingly unanimously recommend that
Shareholders vote in favour of the Resolutions to be proposed at
the General Meeting, as they intend to do in respect of their own
beneficial holdings of Ordinary Shares amounting, in aggregate, to
16,707,731 Ordinary Shares (representing approximately 12.7 per
cent. of the Company's existing issued ordinary share capital as at
25 February 2021 (being the Last Practicable Date)).
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Posting of this Circular and Form 26 February 2021
of Proxy to 4D Shareholders
Posting of the Prospectus/Proxy Statement 26 February 2021
to Longevity Shareholders
-----------------------------------
4D General Meeting 10 a.m. on 18 March 2021
-----------------------------------
Longevity Special Meeting 10 a.m. (Eastern Time) on 17 March
2021
-----------------------------------
Result of the 4D General Meeting 18 March 2021
announced via RIS
-----------------------------------
Result of the Longevity Special Meeting 17 March 2021
announced via RIS
-----------------------------------
Admission of Transaction Shares to 22 March 2021
trading on AIM
-----------------------------------
Admission of ADSs to trading on NASDAQ 22 March 2021
-----------------------------------
Notes:
References to times in this Document are to London time (unless
otherwise stated).
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'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(R)
(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.
In October 2020 4D 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 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, and the SEC
review process.
For more information, refer to https://www.4dpharmaplc.com
Contact Information:
4D
Duncan Peyton, Chief Executive Officer +44 (0)113 895 0130
Investor Relations ir@4dpharmaplc.com
Investor Relations
Julie Seidel, Stern Investor Relations, Inc. +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
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 Merger 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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
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For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
CIRSEWEEIEFSEFE
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