TIDMDDDD
RNS Number : 7567S
4d Pharma PLC
18 March 2021
Result of General Meeting
4D pharma and Longevity Acquisition Corporation receive
shareholder approval to complete business combination
4D pharma ADSs expected to commence trading on NASDAQ under
ticker symbol 'LBPS' effective 22 March 2021
Leeds, UK - 18 March 2021 - 4D pharma plc (AIM: DDDD) ("4D" or
the "Company") announces that, at the General Meeting held earlier
today in connection with the proposed business combination of 4D
pharma and Longevity Acquisition Corporation (NASDAQ: LOAC)
("Longevity"), details of which were announced on 22 October 2020
(the "Merger"), all resolutions were duly passed. 4D pharma has
therefore received approval from its shareholders to issue the
31,050,530 ordinary shares and the New Warrants (as defined in the
Circular posted to shareholders on 26 February 2021) required to
complete the Merger.
4D shareholders also passed all resolutions required to enable
the proposed issue of 15,713,309 ordinary shares in the capital of
the Company in connection with the private placement to raise
approximately $24.03 million (GBP17.29 million), details of which
were announced on 17 March 2021. 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 Company also notes that Longevity shareholders approved the
Merger at the Longevity Special Meeting on 17 March 2021.
Upon completion of the Merger, which is expected to occur on 22
March 2021, 4D American Depositary Shares ("ADSs") will commence
trading on the NASDAQ Global Market under the ticker 'LBPS'. 4D
ordinary shares will continue to be admitted to trading on AIM
under the ticker 'DDDD'.
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
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
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 timing of the merger 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 satisfaction of conditions t
o closing of the merger 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 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'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 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.
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END
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March 18, 2021 09:25 ET (13:25 GMT)
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