Filed by 4D Pharma plc pursuant to
Rule 425 under the Securities
Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Form F-4 File No.: 333-250986
Subject Company:
Longevity Acquisition Corp.
(Commission File No. 001-38637)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON PUBLICATION OF THIS ANNOUNCEMENT THIS INFORMATION IS NOW CONSIDERED
IN THE PUBLIC DOMAIN
4D pharma announces U.S. SEC Declares
Registration Statement Effective
Leeds, UK, February 25, 2021 - 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 that the United States Securities and Exchange Commission (“SEC”)
has declared effective its registration statements on Form F-4 with respect to the issuance of 4D pharma American Depositary Shares
(“ADSs”) to the shareholders of Longevity Acquisition Corporation (NASDAQ: LOAC) (“Longevity”), a NASDAQ-listed
special purpose acquisition company (“SPAC”), in connection with the previously announced merger between 4D pharma
and Longevity.
It is expected that 4D pharma ADSs will
begin trading on NASDAQ under the ticker symbol ‘LBPS’ following completion of the merger, subject to the satisfaction
of the conditions to closing in the merger agreement between 4D pharma and Longevity, including approvals of 4D pharma and Longevity
shareholders.
As reported in October 2020, the registration
statement facilitates the creation of a trading market in the US for ADSs representing the Company's Ordinary Shares. 4D pharma’s
Ordinary Shares will continue to be admitted to trading on AIM, a market operated by the London Stock Exchange, under the current
ticker symbol ‘DDDD’.
The Company will send a circular to 4D
pharma shareholders in due course in order to convene a General Meeting to, inter alia, approve the merger.
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.
For more information, refer to https://www.4dpharmaplc.com
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 expected trading of 4D pharma ADSs on NASDAQ and the potential timing thereof, 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 risks of delays in
admitting the ADSs to trading on NASDAQ 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 Merger
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
Registration Statement has been declared effective by the SEC. 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 proxy statement/prospectus will be 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.
Contact Information:
4D
Investor Relations ir@4dpharmaplc.com
Investor Relations
Julie Seidel, Stern Investor Relations,
Inc. +1-212-362-1200
Julie.seidel@sternir.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
Image Box Communications
Neil Hunter / Michelle Boxall +44 (0)20
8943 4685
neil@ibcomms.agency / michelle@ibcomms.agency
Longevity Acquisition (NASDAQ:LOAC)
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