Merger completion and NASDAQ listing
expected in Q1 2021
US listing will support and accelerate
ongoing development of 4D pharma’s Live Biotherapeutics
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
the filing of a registration statement on Form F-4 (the
“Registration Statement”) with the US Securities and Exchange
Commission (SEC). The filing follows the announcement on October
22, 2020 of the proposed merger between 4D pharma and Longevity
Acquisition Corporation (NASDAQ: LOAC) ("Longevity"), a
NASDAQ-listed Special Purpose Acquisition Company (“SPAC”).
The filing of the Registration Statement is a significant
milestone as 4D pharma continues to execute its intention to
complete the merger with Longevity and, in connection with the
merger, list new American Depositary Shares (ADSs) on NASDAQ under
the ticker symbol ‘LBPS’. On completion of the merger and listing
of the ADSs, 4D pharma will become dual-listed and ordinary shares
will continue to be traded on AIM under the ticker symbol ‘DDDD’.
The merger is currently expected to complete and the NASDAQ ADS
listing become effective in Q1 2021. 4D pharma ADSs will begin
trading on NASDAQ immediately following completion. This is subject
to approval of 4D pharma and Longevity shareholders, and the SEC
review process.
“Following on from last month’s announcement of execution of the
definitive merger agreement with Longevity, today’s development
constitutes another major stride towards attaining a NASDAQ
listing, which will increase the pool of accessible capital and
deliver value to the business and its shareholders,” said Duncan
Peyton, CEO, 4D pharma.
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, and the SEC
review process.
For more information, refer to https://www.4dpharmaplc.com.
Forward-Looking Statements
This announcement contains "forward-looking statements." All
statements other than statements of historical fact contained in
this announcement 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 usually relate to future events
and anticipated revenues, earnings, cash flows or other aspects of
our operations or operating results. 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 those described the documents
filed by the Company with the 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. 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 information in the Registration
Statement is not complete and may be changed. 4D may not sell the
ordinary shares referenced in the Registration Statement until the
Registration Statement becomes effective. The proxy
statement/prospectus has been 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201127005116/en/
4D pharma Duncan Peyton, Chief Executive Officer +44
(0)113 895 0130 Investor Relations ir@4dpharmaplc.com
N+1 Singer - Nominated Adviser and Joint Broker +44 (0)20
7496 3000 Philip Davies / Justin McKeegan / Iqra Amin (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
Grafico Azioni 4d Pharma (LSE:DDDD)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni 4d Pharma (LSE:DDDD)
Storico
Da Apr 2023 a Apr 2024