4d Pharma PLC Longevity extends Business Combination deadline (0915G)
23 Novembre 2020 - 8:00AM
UK Regulatory
TIDMDDDD
RNS Number : 0915G
4d Pharma PLC
23 November 2020
Longevity receives shareholder approval to extend business
combination deadline
Leeds, UK - 23 November 2020 - 4D pharma plc (AIM: DDDD) ("4D"
or the " Company") announces that, in connection with the proposed
business combination of 4D and Longevity Acquisition Corporation
(NASDAQ: LOAC) ("Longevity") announced on 22 October 2020 (the
"Merger"), Longevity has now received approval from its
shareholders to the extension of the deadline by which Longevity is
required to consummate a business combination, to 29 May 2021,
thereby allowing sufficient time for satisfaction of the remaining
conditions to the Merger, including the filing of a registration
statement on Form F-4 (the "Registration Statement") in order to
allow 4D to apply to admit its American Depositary Shares for
trading on NASDAQ and the convening of a shareholder meeting of
both Longevity shareholders and 4D shareholders.
4D intends to post a circular to shareholders giving further
details of the Merger and convening a general meeting to approve
certain resolutions in connection with the Merger after the
Registration Statement has been declared effective by the SEC
(currently expected in early Q1 2021).
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.
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.
Additional Information about the transaction and where to find
it
This announcement is being made in respect of a proposed
business combination involving 4D and Longevity. This announcement
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 proposed transaction will be submitted to the shareholders of
4D and Longevity for their consideration. 4D intends to file with
the SEC a Registration Statement on Form F-4 that will include 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
preliminary proxy statement/prospectus will not be complete and may
be changed. 4D may not sell the ordinary shares referenced in the
proxy statement/prospectus until the Registration Statement on Form
F-4 becomes effective. 4D and Longevity also plan to file other
documents with the SEC regarding the proposed transaction.
This announcement 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 proxy statement/prospectus
and any other relevant documents that will be filed with the SEC
carefully and in their entirety when they become available 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 proxy statement/prospectus (when
they become available) 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 will be
contained in the proxy statement when it becomes available.
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 will be included in the proxy statement for the
proposed transaction when available.
For more information, visit https://www.4dpharmaplc.com .
Enquiries:
4D pharma plc
Duncan Peyton , Chief Executive Officer Tel: +44 (0)113 895 0130
N+1 Singer Advisory LLP (Financial Adviser, Nominated Adviser and Joint Broker to 4D
pharma
plc)
Phil Davies/Sandy Fraser/Iqra Amin Tel: +44 (0)20 7496 3000
Tom Salvesen (Corporate Broking)
Chardan Capital Markets, LLC (US financial adviser to 4D pharma plc and Longevity
Acquisition
Corporation)
Shai Gerson Tel: +1 646 465 9008
Image Box PR (PR adviser to 4D pharma plc)
Neil Hunter/Michelle Boxall Tel: +44 (0)20 8943 4685
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