SHANGHAI, Oct.
22, 2020 /PRNewswire/ -- Longevity Acquisition Corporation
(NASDAQ: LOAC) (the "Company" or "LOAC"), a publicly-traded special
purpose acquisition company (SPAC), announced that it has signed a
definitive merger agreement with 4D pharma PLC (AIM: DDDD, "4D
pharma" or "4D"). Upon completion of the merger, shareholders of
LOAC will receive American Depositary Shares (ADSs) of 4D and LOAC
will become a wholly-owned subsidiary of 4D, subject to customary
closing conditions, including that 4D American Depositary Shares
("ADSs") will be approved to be listed and tradable on Nasdaq.
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 programs,
namely a Phase I/II study of MRx0518 in combination with Keytruda®
(pembrolizumab) in solid tumors, a Phase I study of MRx0518 in a
neoadjuvant setting for patients with solid tumors, 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 hospitalized with COVID-19, and Blautix® in Irritable
Bowel Syndrome (IBS) which has completed a successful Phase II
trial. Preclinical-stage programs include candidates for CNS
disease such as Parkinson's disease and other neurodegenerative
conditions, and autoimmune diseases. 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.
Mr. Matthew Chen, Chief Executive
Officer of LOAC remarked, "We are truly excited about the merger
with 4D pharma. Our team reviewed many opportunities in a variety
of industries, and determined that the transaction with 4D would
provide the greatest value to our shareholders. 4D is developing
promising novel biotherapeutics to address unmet medical needs. We
are impressed by the 4D management team's track record in drug
development and partnership building in the pharmaceutical
industry. We are very excited about the future prospects of the
combined company."
Duncan Peyton, Chief Executive Officer of 4D pharma, stated, "A
Nasdaq listing allows 4D to capitalize on increased interest from
US healthcare investors in recent years, providing access to a much
larger pool of specialist capital, and increasing our global
profile and exposure. Nasdaq is a very positive environment for
growing, innovative biotech companies. The merger with LOAC
accelerates and de-risks our entry into the US, while providing
immediate access to additional funds to support our pipeline. The
increased exposure of a US listing will also support ongoing
partnering discussions across our pipeline."
Transaction Details
At closing, LOAC will merge with and into 4D Pharma BVI Limited
("Merger Sub"), a wholly owned subsidiary of 4D pharma plc, with
Merger Sub continuing as the surviving company. At the effective
time of the merger, each of LOAC's ordinary shares issued and
outstanding prior to the effective time of the merger (excluding
shares held by 4D and LOAC and dissenting shares, if any) will be
automatically converted into the right to receive certain per share
merger consideration (as defined below), and each warrant to
purchase LOAC's ordinary shares and right to receive LOAC's
ordinary shares that is outstanding immediately prior to the
effective time of the merger will be assumed by 4D pharma and
automatically converted into a warrant to purchase ordinary shares
of 4D pharma and a right to receive ordinary shares of 4D pharma,
payable in 4D pharma ADSs, respectively. The per share merger
consideration will consist of 7.5315 ordinary shares of 4D pharma,
payable in 4D pharma ADSs (each ADS representing 8 ordinary
shares), for each issued and outstanding ordinary shares of LOAC
immediately prior to the closing.
The closing conditions of the merger include, among others, the
approval of the merger by LOAC's existing shareholders and
approvals from 4D shareholders, the approval for listing of 4D
pharma's ADSs on the Nasdaq Stock Market, and LOAC having at least
$11,750,000 of net tangible assets
and at least $14,600,000 in cash at
the closing.
Upon and immediately following the consummation of the merger,
it is anticipated that the shareholders of LOAC prior to the
closing will collectively own approximately 13.1%
of outstanding ordinary shares of the combined
entity.
Concurrently with the execution of the merger agreement, LOAC
entered into certain backstop agreements with Whale Management
Corporation, the sponsor of LOAC, 4D pharma and certain investors,
pursuant to which the investors have committed to provide financial
backing to the Company immediately prior to the closing in the
event of share redemptions at LOAC in the aggregate amount of up to
$14,600,000. On the same date and
upon receipt of the principal, LOAC also issued unsecured
convertible promissory notes to certain investors in the aggregate
principal amount of $1,860,000 in
connection with the merger agreement which will be paid by the
combined company following closing.
Upon the execution of the Merger Agreement and the receipt of
the proceeds from the convertible notes, Messrs. Matthew Chen, Teddy
Zheng, Yukman Lau and
Pai Liu resigned from their
positions of Chief Executive Officer, Chief Financial Officer,
director of the Company's board of directors (the "Board"), and
director of the Board, respectively. On the same date, the Board
appointed Alex Lyamport as CEO and
director of the Board, Matthew Chen
as CFO, and Nicholas H. Adler and
Jerry L. Hutter as directors of the
Board, to fill in the vacancies created by the resignations. Our
Board currently consists of two existing directors of the Board,
Messrs. Matthew Chen and
Jun Liu, and three newly appointed
directors, Messrs. Alex Lyamport,
Nicholas H. Adler and Jerry L. Hutter. Following completion of
the Merger, existing 4D pharma Directors will continue to serve in
their current roles in the combined entity.
From the date of execution of the merger agreement through the
closing, LOAC shall use all reasonable efforts to remain as a
public company on, and for its securities to be tradable over the
Nasdaq Capital Market. 4D shall use all reasonable efforts to apply
for a listing of 4D ADSs on, and for 4D ADSs to be tradable over,
the Nasdaq stock market.
Chardan Capital Markets LLC is acting as financial advisor to
LOAC. Hunter Taubman Fischer &
Li LLC, Addleshaw Goddard LLP and Ogier are acting as legal
counsels to LOAC. Wilson Sonsini
Goodrich & Rosati, Professional Corporation, and Pinsent
Masons LLP are acting as legal counsels to 4D.
The description of the transaction contained herein is only a
summary and is qualified in its entirety by reference to the
definitive agreement relating to the transaction, a copy of which
will be filed by LOAC with the Securities and Exchange Commission
(the "SEC") as an exhibit to a Current Report on Form 8-K.
About 4D
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.
For more information, refer to https://www.4dpharmaplc.com.
About LOAC
LOAC is a blank check company, also commonly referred to as a
Special Purpose Acquisition Company, or SPAC, formed for the
purpose of acquiring, engaging in a share exchange, share
reconstruction and amalgamation, purchasing all or substantially
all of the assets of, entering into contractual arrangements, or
engaging in any other similar business combination with one or more
businesses or entities. LOAC's efforts to identify a target
business have not been limited to a particular industry or
geographic region. LOAC is sponsored by Whale Management
Corporation, a BVI business company with limited liability.
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 LOAC. 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 proposed
transaction will be submitted to the shareholders of 4D and LOAC
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 LOAC in
connection with the merger. The information in the preliminary
proxy statement/prospectus is not complete and may be changed. 4D
may not sell the common stock referenced in the proxy
statement/prospectus until the Registration Statement on Form F-4
becomes effective. The proxy statement/prospectus will be provided
to the LOAC shareholders. 4D and LOAC 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 LOAC 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
LOAC and its directors and executive officers and other persons
may be deemed to be participants in the solicitation of proxies
from LOAC's shareholders with respect to the proposed transaction.
Information regarding LOAC'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 LOAC 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.
Forward-Looking Statements
This press release and the exhibits hereto include
"forward-looking statements" within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995 and within the meaning of Section 27a of the Securities Act of
1933, as amended, and Section 21e of the Securities Exchange Act of
1934, as amended. Any actual results may differ from expectations,
estimates and projections presented or implied and, consequently,
you should not rely on these forward-looking statements as
predictions of future events. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan,"
"may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to
identify such forward-looking statements. These forward-looking
statements include, without limitation, LOAC's expectations with
respect to future performance, anticipated financial impacts of the
proposed business combination, approval of the business combination
transactions by security holders, the satisfaction of the closing
conditions to such transactions and the timing of the completion of
such transactions.
Such forward-looking statements relate to future events or
future performance, but reflect the parties' current beliefs, based
on information currently available. Most of these factors are
outside the parties' control and are difficult to predict. A number
of factors could cause actual events, performance or results to
differ materially from the events, performance and results
discussed in the forward-looking statements. Factors that may cause
such differences include, among other things: the possibility that
the business combination does not close or that the closing may be
delayed because conditions to the closing may not be satisfied,
including the receipt of requisite shareholder and other approvals,
the performances of LOAC and 4D, and the ability of LOAC or, after
the closing of the transactions, the combined company, to continue
to meet the Nasdaq Stock Market's listing standards; the reaction
of 4D's licensors, collaborators, service providers or suppliers to
the business combination; unexpected costs, liabilities or delays
in the business combination transaction; the outcome of any legal
proceedings related to the transaction; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the business combination transaction agreement; and
general economic conditions.
The foregoing list of factors is not exclusive. Additional
information concerning these and other risk factors are contained
in LOAC's most recent filings with the SEC. All subsequent written
and oral forward-looking statements concerning LOAC and 4D, the
business combination transactions described herein or other matters
and attributable to LOAC, 4D, or their respective shareholders or
any person acting on behalf of any of them are expressly qualified
in their entirety by the cautionary statements above. Readers are
cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. Except as
required by law, neither LOAC, 4D, nor their respective
shareholders undertake or accept any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statement to reflect any change in their expectations or any change
in events, conditions or circumstances on which any such statement
is based.
Contact:
Matthew Chen
Longevity Acquisition Corporation
+ (86) 21-60832028
mchen@lonacq.com
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SOURCE Longevity Acquisition Corporation