TIDMDDDD
RNS Number : 9449S
4d Pharma PLC
22 March 2021
Completion of Merger with Longevity Acquisition Corporation and
admission of American Depositary Shares to trading on NASDAQ
Merck Sharp & Dohme to participate in previously announced
private placement
Gross proceeds of Merger and private placement total
approximately $39.8 million
Leeds, UK - 22 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, is pleased to announce that its business
combination with Longevity Acquisition Corporation, details of
which were announced on 22 October 2020 (the "Merger"), has now
become effective.
4D pharma's existing Board of Directors and management team will
continue to lead the combined company. 4D will continue its
operations in the discovery and development of Live Biotherapeutic
products. The cash of $14.8 million held by Longevity is now
available to 4D.
4D American Depositary Shares ("ADSs") are expected to commence
trading today on the NASDAQ Global Market under the ticker 'LBPS'.
JPMorgan Chase Bank, N.A. is acting as depositary bank for the
ADSs. 4D ordinary shares will continue to be admitted to trading on
AIM under the ticker 'DDDD'.
In addition, Merck Sharp & Dohme Corp. has now subscribed
for 654,023 ordinary shares at the issue price of $1.53 (GBP1.10)
in the private placement, details of which were announced on 17
March 2021, thereby raising an additional $1 million (GBP0.72
million). The gross proceeds of the private placement is now, in
aggregate, approximately $25.03 million (GBP18.01 million). In
total, 16,367,332 new ordinary shares have been subscribed pursuant
to the private placement (the "Placing Shares").
Application has been made to the London Stock Exchange for the
31,048,192 ordinary shares to be issued in connection with the
Merger and the 16,367,332 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 23 March 2021.
As announced on 17 March 2021, Duncan Peyton (Chief Executive
Officer) and Alex Stevenson (Chief Scientific Officer) intend to
subscribe for, in aggregate, $2.0 million (GBP1.44 million) of new
ordinary shares at the Issue Price following the upcoming release
of the Company's results for the year ended 31 December 2020.
In connection with the Merger, 4D has also issued new warrants
convertible into ordinary shares (the "New Warrants") comprising
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, 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, and an option to acquire up to 2,892,096
Ordinary Shares to Cantor Fitzgerald, in its capacity as
underwriter to Longevity at the time of the Longevity IPO. If all
of the New Warrants are exercised for cash, the Company will
receive approximately $29 million of capital.
"The closing of 4D pharma's merger with Longevity represents a
transformational milestone for the Company. Becoming a dual-listed
company both in the UK and the US broadens our global reach. In
conjunction with the NASDAQ listing, the closing of the Merger and
concurrent fundraise give 4D pharma an additional $40 million of
capital and puts the Company in a very strong financial position to
execute across our robust pipeline," said Duncan Peyton, Chief
Executive Officer, 4D pharma. "We believe that 4D pharma's single
strain Live Biotherapeutic approach to the microbiome holds great
promise to deliver novel, efficacious and safe therapeutics to
patients suffering from a variety of conditions with few
alternative therapeutic options. We continue to push the frontier
for Live Biotherapeutics for the treatment of cancer, as well as
additional therapeutic areas such as neurological conditions."
Total Voting Rights
Following the issue of the Transaction Shares and the Placing
Shares, 4D's enlarged issued share capital will comprise
178,984,386 ordinary shares. The total number of voting rights in
the Company will be 178,984,386. 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.
About 4D pharma
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 announcement contains "forward-looking statements." All
statements other than statements of historical fact contained in
this announcement, including without limitation statements the
commencement of trading and the Admission 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 actions of Nasdaq and the London
Stock Exchange 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 .
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