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 Posting of Circular
Leeds,
UK, February 26, 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, announces
that it will today post a circular (the "Circular") to 4D shareholders in order to convene a General Meeting
to, inter alia, approve the merger previously announced merger between 4D and Longevity Acquisition Corporation (NASDAQ: LOAC)
("Longevity"), a NASDAQ-listed Special Purpose Acquisition Company (“SPAC”).
Unless stated
otherwise, capitalised terms used but not defined in this announcement shall have the meanings given to them in the Circular.
Current
Trading
4D’s
approach to Live Biotherapeutic Products (“LBPs”) is driven by a desire to ensure that its programmes have
a real possibility of delivering safe and effective therapies, and providing solutions to major global healthcare issues such
as cancer and asthma, as well as exploring novel approaches to neurodegeneration, which is becoming an ever-increasing burden
as the global population continues to age.
The
Directors believe that recent announcements by the Company are supportive of, and continue to validate, its single strain approach
to novel Live Biotherapeutics and discovery platform MicroRx®. Highlights of recent clinical advances made by the Company
include:
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the
announcement of full clinical benefit results from the completed Part A of a Phase I/II
clinical trial of MRx0518 in combination with immune checkpoint inhibitor (ICI) Keytruda®
(pembrolizumab), which demonstrated good safety and promising signals of efficacy, exceeding
partners’ pre-defined threshold to support expansion; five of 12 patients with
renal cell carcinoma (RCC) or non-small cell lung cancer (NSCLC) experienced a clinically
meaningful benefit from the combination;
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presentation
of the first monotherapy data for lead immuno-oncology LBP MRx0518, from Part A of a
Phase I trial of MRx0518 in the neoadjuvant setting, demonstrating strong signals of
biological activity and tumour immune microenvironment modulation, which support pre-clinical
findings;
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expansion
of Part B of the MRx0518 and Keytruda® combination trial, with the inclusion of additional
tumour type cohorts and trial sites following the positive results in Part A in RCC and
NSCLC;
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completion
of a Phase II clinical trial investigating the efficacy of Blautix® in the treatment
of irritable bowel syndrome (IBS) which showed: (i) a statistically significant increase
in overall response in pre-planned analysis of the combined IBS-C/D group compared to
placebo; and (ii) a positive, though non-significant increase in overall response in
both IBS-C and IBS-D cohorts individually. The
primary efficacy endpoint of the trial was based on whether or not a subject, from either
the IBS-C or IBS-D cohorts, was considered an overall responder. For a subject to be
classed as an 'overall responder' they must have reported an improvement in their weekly
(cohort specific) symptoms (abdominal pain intensity and stool frequency or consistency)
for ≥50% of the treatment period; and
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entry
into a second clinical collaboration and drug supply agreement regarding MRx0518, with
Merck KGaA and Pfizer, Inc.; under the agreement we will evaluate MRx0518 in combination
with Merck KGaA
and Pfizer’s ICI Bavencio® (avelumab) as a first-line maintenance therapy for urothelial carcinoma.
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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)
To
enable the Company to build on these advances and enhance its prospects of successfully taking its assets forward, the Company
announced in July 2020 that it was investigating other capital market opportunities, including options for a potential U.S. listing.
. As a result, and with input from its UK and US advisers, the Company began to review and explore a number of options to potentially
access the U.S. capital markets, including a direct listing onto NASDAQ, a “reverse merger” with a publicly listed
company, and a merger with a special purpose acquisition company, or SPAC. The Company opted to focus on a transaction with a
SPAC as this was more likely to generate shareholder value and reduce the risk of inheriting the contingent liabilities of a former
operating company. On 22 October 2020, the Company announced a proposed combination with Longevity, a SPAC, and its intention
to apply to NASDAQ for a listing of its American Depositary Shares (ADSs). A Registration Statement to register the Ordinary Shares
represented by the ADSs to be issued in connection with the Merger was filed with the SEC on 25 November 2020 and was declared
effective by the SEC on 25 February 2021.
The
Company will, subject to Shareholder approval, issue in aggregate, 31,050,530 Ordinary Shares (the “Transaction Shares”)
comprising: (i) 19,774,872 Ordinary Shares to be allotted to Longevity Shareholders as consideration in connection with the Merger
(the “Merger Shares”); (ii) 2,750,000 Ordinary Shares to be allotted to Chardan in settlement of a financial
adviser fee in connection with the Transaction (the “Chardan Shares”); (iii) 5,272,050 Ordinary Shares to be
issued to the Backstop Investors pursuant to the Backstop Agreements (being 700,000 newly-issued Longevity Shares converted into
Ordinary Shares at the Exchange Ratio) (the “Commitment Shares”); and (iv) 3,253,608 Ordinary Shares to be
issued to those holders of rights issued at the time of the Longevity IPO which entitle each such holder to receive 0.1 Longevity
Shares per right upon the consummation of a business combination (the “Rights Shares”). The Consideration Shares
will, following Admission, be deposited with the Depositary Bank in order to issue ADSs based on a ratio of one ADS for every
eight Consideration Shares issued. Each issued Longevity Share held immediately prior to Completion will be converted into the
right to receive ADSs pursuant to the Exchange Ratio.
As
stated in the announcement of the Merger in October 2020, at Completion 4D Shareholders will own approximately 86.9%, and Longevity
Shareholders will own approximately 13.1%, of the issued share capital of the Enlarged Group based on the current issued share
capital of 4D and Longevity. At Completion, the Transaction Shares (comprising the Merger Shares, the Chardan Shares, the Commitment
Shares and the Rights Shares) will represent approximately 19.1 per cent. of the Enlarged Issued Share Capital.
Based
on a price of £1.10 per Ordinary Share (which represented a premium of 18% to the Company’s closing share price on
21 October 2020 (being the latest practicable date prior to the announcement of the Merger)), the Merger Shares underlying the
ADSs to be issued in exchange for each Longevity Share in the Merger represented (on 21 October 2020) an aggregate value of approximately
£21.8 million.
In
addition, in connection with the Transaction the Company will, subject to Shareholder approval, issue certain new warrants convertible
into Ordinary Shares in accordance with their terms (the “New Warrants”) comprising: (i) 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 (the “Assumed Warrants”);
(ii) 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 (the “Backstop Warrants”); and (iii) an option to acquire 2,892,096 Ordinary
Shares to Cantor Fitzgerald, in its capacity as underwriter to Longevity at the time of the Longevity IPO (the “Underwriter’s
Option”).
If
all of the New Warrants are exercised for cash, the Company will receive approximately US$29 million of capital. Application
will be made to the London Stock Exchange for the Transaction Shares to be admitted to trading on AIM, whereupon the
Consideration Shares will be deposited with the Depositary Bank which will issue a proportionate number of ADSs. The ADSs are
expected to be admitted to trading on NASDAQ.
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)
Background
to and reasons for the Transaction
The
Directors regularly evaluate the Company’s business and operations, long-term strategic goals, capital needs, and options
to maximise shareholder value and prospects. The Board also regularly reviews strategic alternatives available to the Company,
including merger and acquisition and financing opportunities.
Throughout
2020, there was a significant increase in interest in 4D on the part of overseas investors, particularly those based in the U.S..
As a result of this increased U.S. interest, in July 2020, 4D announced that it was investigating other capital market opportunities,
including options for a potential U.S. listing.
The
Directors explored a number of options to access the U.S. capital markets, including a direct listing onto NASDAQ and a reverse
merger. The Directors concluded that the preferred avenue to accessing the U.S. capital markets was via a merger with a SPAC as
this was more likely to generate shareholder value and reduce the risk of inheriting the contingent liabilities of a former operating
company.
A
comprehensive analysis of available SPACs was conducted by the Directors, who sought to identify a SPAC with sufficient capital
to extend meaningfully the Company’s cash runway without excessively diluting the holdings of Shareholders. Longevity was
identified as the preferred SPAC during this process.
The
Directors believe that a NASDAQ Listing will give the Company an opportunity to expand its investor base, attract substantial
capital investment and enhance its reputation globally. The Directors also believe that the NASDAQ Listing will enable the Company
to access funds from specialist healthcare investors that might otherwise be unavailable to the Company as a result of its current
listing on AIM. NASDAQ is well known as a particularly supportive environment for rapidly growing biotech businesses such as 4D.
The Directors believe that the deeper pool of specialist biotech investors in the United States have an investment appetite more
suited to a rapidly growing company in the biotechnology sector. As such, the Directors believe that the value of the Company’s
intellectual property and drug discovery and development activities may be better realised on the U.S. capital markets due to
the larger number of specialist investors being able to recognise the Company’s position as a leader in its field.
The
Directors believe that, as a dual listed entity on both AIM and NASDAQ, the Enlarged Group will benefit from a higher profile
and greater exposure to investors, potential partners, analysts and industry media.
A
backstop financing facility has been put in place such that the US$14.6 million cash reserves held by Longevity immediately prior
to the announcement of the Merger will be guaranteed to be held by Longevity upon Completion. These funds (less existing indebtedness
in Longevity repayable on Completion and the costs associated with the Transaction) will thus be available to the Enlarged Group
as new capital following Completion, giving the Enlarged Group an operational cash runway into early Q3 2021.
Details
of the Merger
A
SPAC is a limited life company which is listed with a view to carrying out a business combination (usually within 2 years from
the date of its initial public offering, extendable by shareholder approval). A SPAC’s principal asset is the cash that
it holds in a trust account contributed by its shareholders at its initial public offering. There are several benefits of acquiring
a SPAC rather than an operating company, including the likelihood that there will be fewer liabilities in a SPAC because it has
never had any business operations, other than identifying a merger candidate.
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)
Following
a thorough analysis of the SPAC market conducted by Chardan, the Company identified Longevity as the preferred merger target as
not only would the acquisition of Longevity give 4D access to the U.S. market, but it would also allow the Company to access the
cash held by Longevity in its trust account and thus extend its cash runway. As at the Last Practicable Date, there was US$14.6
million held in the Longevity trust account.
In
order to effect the Merger, the Company incorporated a new wholly owned subsidiary in the BVI, Merger Sub, which will merge with
Longevity, which is also incorporated in the BVI. At Completion, the surviving entity will be Merger Sub, which will be a wholly
owned subsidiary of the Company. The terms of the Merger Agreement provide that Completion is subject to a number of conditions
including approval by Shareholders of the Resolutions to be proposed at the General Meeting, the Registration Statement being
declared effective by the SEC, the approval of the listing of the ADSs to trading on NASDAQ, and approval of Longevity Shareholders
of the Merger at the Longevity Special Meeting due to be held on 17 March 2021.
Subject
to certain limitations set out in the Longevity Charter, the Longevity Shareholders have an opportunity to redeem their Longevity
Shares for cash equal to a pro rata share of the aggregate amount on deposit in the trust account prior to Completion. Any redemptions
by Longevity Shareholders would reduce the capital available to the Enlarged Group. The cash of US$14.6 million held by Longevity
at the date the Merger was announced is a key driver of the Transaction as it allows the Company to extend meaningfully its cash
runway and so arrangements were put in place prior to the announcement of the Merger with certain investors, including the Company’s
directors Duncan Peyton and Alex Stevenson, and the Company’s current largest shareholder, Steven Oliveira and his connected
companies (the investors together being the “Backstop Investors”), to underwrite any redemptions of the amount
held by Longevity in its trust account (the “Backstop Arrangements”).
The
Backstop Investors have committed to subscribe for Longevity Shares prior to Completion so as to raise up to US$14.6 million in
the event of redemptions by Longevity Shareholders. To secure the Backstop Arrangements, Longevity has agreed to allot 700,000
newly issued Longevity Shares to the Backstop Investors, which will be converted, based on the Exchange Ratio, into 5,272,050
Ordinary Shares (the “Commitment Shares”).
In
addition, Whale Capital Management, the SPAC Sponsor and largest shareholder in Longevity, will transfer 200,000 Longevity Shares
(the equivalent of 1,506,300 Ordinary Shares based on the Exchange Ratio) to the Backstop Investors and grant the Backstop Investors
an option to acquire up to an additional 400,000 outstanding Longevity Shares (which will be converted, based on the Exchange
Ratio, into an option to acquire up to an additional 3,012,600 Ordinary Shares) from the SPAC Sponsor (together, the “SPAC
Sponsor Backstop Shares”). The Merger Shares include the SPAC Sponsor Backstop Shares.
The
Company has also agreed to grant warrants to acquire up to an additional 7,530,000 Ordinary Shares to the Backstop Investors if
and to the extent the Assumed Warrants are exercised (the “Backstop Warrants”).
Duncan
Peyton and Alex Stevenson, being the Chief Executive Officer and Chief Scientific Officer of the Company respectively, will also
enter into Lock-up Agreements at Completion. Under the terms of the Lock-up Agreements, each of them will agree that, subject
to certain limited exceptions, he will not sell any Consideration Shares due to him under the terms of the Merger for a period
of twelve months.
In
addition to the allotment of Consideration Shares, the Company has agreed to assume the outstanding warrants to subscribe for
Longevity Shares, as were originally issued to holders of Longevity Shares at the time of the Longevity IPO (the
“Assumed Warrants”). At Completion, the Assumed Warrants will entitle the warrant holders to subscribe
for, in aggregate, 16,268,040 Ordinary Shares at US$1.53 per Ordinary Share. If all of the Assumed Warrants are exercised for
cash, the Company will receive up to US$24.7 million of capital.
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)
In
addition to these outstanding warrants issued by Longevity, there are also 4,320,000 rights outstanding which were issued by Longevity
to holders of Longevity Shares at the time of the Longevity IPO. These rights permit the holder of those rights to receive 0.1
Longevity Share per right upon completion of a business combination. Therefore, upon Completion, the holders of those rights will
receive 432,000 Longevity Shares, which will be converted, based on the Exchange Ratio, into 3,253,608 Ordinary Shares (the “Rights
Shares”).
At
the time of the Longevity IPO, Longevity granted an option to its underwriter, Cantor Fitzgerald, pursuant to which it agreed
to be allotted units in the enlarged company upon completion of a merger. Upon exercise of this option in full and the underlying
warrants, 4D will receive US$4,140,000 and would allot 2,892,096 Ordinary Shares to Cantor Fitzgerald (the “Underwriter’s
Option”).
The
Backstop Arrangements also provide that, subject to certain conditions, 4D may be required to file, within thirty days of Completion,
a registration statement under the Securities Act registering the resale of the Ordinary Shares received by the Backstop Investors
pursuant to the Merger and the Backstop Arrangements.
Details
of the US Registration and the NASDAQ Listing
Registration
Statement
The
Company has filed a registration statement on Form F-4 (the “Registration Statement”) which has been declared
effective by the SEC. The Registration Statement contains a prospectus under the Securities Act with respect to the offering of
the Company’s Ordinary Shares, in the form of ADSs, to the shareholders of Longevity in the Merger. The Registration Statement
also contains a proxy statement of Longevity in connection with the solicitation of approval, in accordance with the BVI Companies
Act, by Longevity Shareholders of the Merger Agreement, the plan of merger between Longevity and Merger Sub in accordance with
the BVI Companies Act, and the Merger. Longevity will hold a shareholder meeting on 17 March 2021 (“Longevity Special
Meeting”) for the purposes of obtaining these approvals. As a result of the registration, the ADSs issued in the Merger
to Longevity Shareholders will be freely tradeable under U.S. securities laws. Since existing shareholders of the Company are
not being offered new Ordinary Shares or ADSs in the Merger, and only Longevity Shareholders are entitled to vote at the Longevity
Special Meeting, the Registration Statement is not directed at Shareholders.
NASDAQ
Listing
In
connection with the Merger, the Company has filed an initial listing application with NASDAQ to list the Company’s ADSs
on the Nasdaq Global Market under the symbol “LBPS”. The listing is subject to 4D fulfilling all of the listing requirements
of The Nasdaq Global Market. It is a condition to the completion of the Merger that the Company’s ADSs be approved for listing
on NASDAQ, subject to official notice of issuance. While the Company believes it will meet all the requirements for listing prior
to the Completion, there is no guarantee that the ADSs will be accepted for trading on The Nasdaq Global Market. Following Completion,
the Ordinary Shares will continue to be admitted to trading on AIM under the symbol “DDDD”.
Following
Completion, Longevity Shares, which currently trade on the Nasdaq Capital Market, will be delisted from NASDAQ and deregistered
with the SEC.
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)
Each
ADS represents eight Ordinary Shares and will be quoted in U.S. dollars. The Company expects trading in ADSs will be associated
with the value of the eight Ordinary Shares that each ADS represents, giving effect to the pound sterling to dollar currency exchange
rate. However, there can be no assurance that the trading price for the Company’s ADSs on NASDAQ will correlate directly
with the trading price of the Ordinary Shares on AIM.
Implications
of NASDAQ listing on Existing Shareholders
As
the Company’s Ordinary Shares will continue to trade on AIM following Completion, existing Shareholders in 4D do not need
to take any action with the respect to the ADSs issued in the Merger that will trade on NASDAQ.
Strategic
Plans for the Enlarged Group
Throughout
2020, the Company has made progress in advancing the development of its LBP candidates, including:
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generating,
to 4D’s knowledge, the first proof-of-concept data of a Live Biotherapeutic in
an oncology setting in the trial of MRx0518 in combination with immune checkpoint inhibitor
(ICI) Keytruda® (pembrolizumab) in patients with metastatic NSCLC, RCC and UC that
are refractory to prior anti-PD-1/PD-L1, a difficult to treat, highly refractory population
with secondary resistance to prior ICIs and high unmet medical need;
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the
completion of Part A of a Phase I trial of MRx0518 as a neoadjuvant monotherapy, demonstrating
strong immunological signals of single agent biological activity, which support pre-clinical
findings;
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completion
of a Phase II clinical trial investigating the efficacy of Blautix® in the treatment
of irritable bowel syndrome (IBS) which showed: (i) a statistically significant increase
in overall response in pre-planned analysis of the combined IBS-C/D group compared to
placebo; and (ii) a positive, though non-significant increase in overall response in
both IBS-C and IBS-D cohorts individually. The primary efficacy endpoint of the trial
was based on whether or not a subject, from either the IBS-C or IBS-D cohorts, was considered
an overall responder. For a subject to be classed as an 'overall responder' they must
have reported an improvement in their weekly (cohort specific) symptoms (abdominal pain
intensity and stool frequency or consistency) for ≥50% of the treatment period;
and
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entry
into a second clinical collaboration and drug supply agreement regarding MRx0518, with
Merck KGaA and Pfizer, Inc. under which the Company will evaluate MRx0518 in combination
with Merck KGaA and Pfizer’s ICI Bavencio® (avelumab) as a first-line maintenance
therapy for urothelial carcinoma.
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Following
Completion, 4D intends to continue the clinical development of its lead assets and build upon these developments, including:
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advancing
the expanded Part B of the ongoing Phase I/II combination study of MRx0518 and Keytruda®
to completion; enrolment is currently expected to complete in Q4 2021;
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continued
engagement with the FDA in 2021 to discuss the development and approval pathway for MRx0518
in combination with an ICI in patients with solid tumours and secondary resistance to
prior ICI therapy;
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investigating
the efficacy of MRx0518 in additional cancer patient groups, treatment settings, and
as part of additional combination therapies, including an ongoing Phase I trial in pancreatic
cancer, and commencement of a fourth clinical trial of MRx0518 in combination with ICI
Bavencio® as a first-line maintenance therapy for urothelial carcinoma, expected
to commence in 2021;
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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)
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evaluating
designs for a potential first-in-human clinical trial of MRx0029 in-patient clinical
trial in neurodegenerative diseases such as Parkinson’s disease;
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continuing
to advance the vaccines discovery program in collaboration with MSD;
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completing
a Phase II trial of MRx-4DP0004 to prevent or reduce the hyperinflammatory response in
hospitalized patients with COVID-19; and
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completing
ongoing Phase I/II study of MRx-4DP0004 in poorly controlled asthma in combination with
existing long-term maintenance therapy.
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Although
it is not ruled out going forward, it is currently not intended that 4D will move any operations to the United States in the near-term.
However, a U.S. subsidiary has recently been incorporated to enable recruitment of key U.S.-based staff, thus permitting additional
U.S.-facing business functions to be established if and when required. There is no current intention to change any of the operations
of 4D as a result of the Transaction.
The Company intends
to maintain its listing on AIM following Completion.
Additional
Fundraising
As
part of the Merger process, the Directors have considered the funding requirements for the execution of the Enlarged Group’s
business plan following Completion. As reported previously, taking account of 4D’s existing resources and the US$14.6 million
cash reserves held by Longevity prior to the announcement of the Merger (less existing indebtedness in Longevity repayable on
Completion and the costs associated with the Transaction), the Enlarged Group has an operational cash runway into early Q3 2021.
Therefore,
the Enlarged Group will require additional external funding before Q3 2021 in order to be able to continue as a going concern.
Principally, this funding will be required to continue the clinical development of its lead assets, as detailed above, fund ongoing
administrative costs and other general working capital and contractual financing requirements.
The
Board anticipates that additional finance will come primarily from equity funding and expects that additional funds can be raised
before Q3 2021. The Board is considering the option of raising a minimum of US$25 million and intends to approach a limited number
of qualified institutional buyers and institutional accredited investors regarding a potential private placement of its Ordinary
Shares or ADSs. This financing transaction, if completed, could close contemporaneously with, or on a date after, the completion
of the Merger. The decision regarding how much to raise or whether to proceed or not, will depend on the prevailing market conditions,
investor appetite and price, and there is no certainty that any such fundraising transaction will proceed nor what amount might
be raised.
The
Board is therefore seeking approval at the General Meeting to issue new shares on a non-pre-emptive basis for up to 40 per cent.
of the Company’s Enlarged Issued Share Capital (following Completion). The Board will update Shareholders as appropriate
regarding any future funding proposals. It remains of the opinion that the NASDAQ Listing will provide access to specialist healthcare
investors in the US.
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)
Background
to the New Articles
In
connection with, and to facilitate the NASDAQ Listing, it is proposed that the Company will adopt New Articles at the General
Meeting.
The
New Articles make a number of changes that are either administrative in nature or reflect certain updates in applicable law or
best practice for companies with shares admitted to trading on AIM and ADSs admitted to trading on NASDAQ. These changes include:
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increasing
the limit for the total fees of the Directors in any one financial year to £600,000;
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allowing
the Company to hold electronic general meetings;
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requiring
the vacation of office by a Director if he becomes prohibited by the NASDAQ Rules from
being a director; and
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clarifying
that, notwithstanding the NASDAQ Listing, unless the Company agrees otherwise the courts
of England and Wales shall continue to be the sole and exclusive forum for the settlement
of disputes involving the Company, save in relation to disputes arising under the Securities
Act, in which case the federal district courts of the United States will be the sole
and exclusive forum for the settlement of disputes.
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The
Articles and the New Articles (and a comparison of the two showing proposed amendments) are available for inspection on the Company’s
website at www.4dpharmaplc.com.
Related
Party Transactions
As
announced by the Company on 22 October 2020, the participation by Duncan Peyton in the Backstop Arrangements in the amount of
up to US$1,075,862 and the participation by Alex Stevenson in the Backstop Arrangements in the amount of up to US$827,856, both
constitute related party transactions for the purposes of the AIM Rules because, if funds are withdrawn from the Longevity trust
account, the Backstop Investors will make up the shortfall so that the US$14.6 million in the trust account at the time the Merger
was announced will be available to the Enlarged Group at Completion. As a result of the terms of these Backstop Arrangements,
the shareholdings in the Company of Duncan Peyton and Alex Stevenson could increase.
For
the same reasons as noted above, the participation by Steve Oliveira and connected parties, a substantial shareholder (as defined
by the AIM Rules) in the Company, in the Backstop Arrangements in the amount of up to US$5 million (in aggregate) is also a related
party transaction.
The
Independent Directors, having consulted with the Company’s nominated adviser, N+1 Singer, considered that the terms of the
related party transactions are fair and reasonable insofar as Shareholders are concerned. In providing their advice to the Independent
Directors, N+1 Singer have taken into account the commercial assessments of the Independent Directors.
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Compensation
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Compensation if
no redemptions
and all
Longevity
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Compensation
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Compensation if
100%
redemptions and
all Longevity
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Current
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% of
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if no
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warrants
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|
|
if 100%
|
|
|
warrants
|
|
Director
|
|
Shareholding
|
|
|
Backstop
|
|
|
redemptions
|
|
|
exercised
|
|
|
redemptions
|
|
|
exercised
|
|
Duncan Peyton
|
|
|
8,359,835
|
|
|
|
7.31
|
%
|
|
|
495,224
|
|
|
|
1,045,363
|
|
|
|
1,241,813
|
|
|
|
1,791,952
|
|
Alex Stevenson
|
|
|
8,317,896
|
|
|
|
5.62
|
%
|
|
|
381,065
|
|
|
|
804,387
|
|
|
|
955,552
|
|
|
|
1,378,874
|
|
Steve Oliveira and connected parties
|
|
|
14,442,698
|
|
|
|
33.95
|
%
|
|
|
2,301,520
|
|
|
|
4,858,256
|
|
|
|
5,771,247
|
|
|
|
8,327,982
|
|
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)
General
Meeting
In
light of current laws and the UK Government’s current guidance regarding the COVID-19 pandemic, which includes enforcement
of social distancing and the national restrictions which are currently in force, Shareholders will not be permitted to attend
the General Meeting.
The
General Meeting will be convened in accordance with the Articles and in line with the UK Government’s guidance. Voting on
the Resolutions to be proposed at the General Meeting shall be held on a poll rather than on a show of hands. The Company believes
that this is the best and fairest way to ensure that the votes of all Shareholders can be taken into account, whilst also preventing
the Company and Shareholders breaching the UK Government’s guidance. Accordingly, the Company encourages all Shareholders
to vote electronically using the CREST Proxy Voting Service or by going to www.signalshares.com (as applicable) as soon as possible,
in each case electing the Chairman of the meeting as their proxy as no other proxy will be permitted to attend the General Meeting.
The
health and well-being of our Shareholders, employees and stakeholders remains our priority and the steps set out above are necessary
and appropriate during the COVID-19 pandemic. We trust that Shareholders will understand the need for these precautions in line
with Government public health guidelines.
Directors’
Recommendation and Voting Intention
The
Directors consider the Transaction and the adoption of the New Articles to be in the best interests of the Company and its Shareholders
as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General
Meeting, as they intend to do in respect of their own beneficial holdings of Ordinary Shares amounting, in aggregate, to 16,707,731
Ordinary Shares (representing approximately 12.7 per cent. of the Company’s existing issued ordinary share capital as at
25 February 2021 (being the Last Practicable Date)).
EXPECTED
TIMETABLE OF PRINCIPAL EVENTS
Posting
of this Circular and Form of Proxy to 4D Shareholders
|
26
February 2021
|
Posting
of the Prospectus/Proxy Statement to Longevity Shareholders
|
26
February 2021
|
4D General
Meeting
|
10
a.m. on 18 March 2021
|
Longevity
Special Meeting
|
10
a.m. (Eastern Time) on 17 March 2021
|
Result
of the 4D General Meeting announced via RIS
|
18
March 2021
|
Result
of the Longevity Special Meeting announced via RIS
|
17
March 2021
|
Admission
of Transaction Shares to trading on AIM
|
22
March 2021
|
Admission
of ADSs to trading on NASDAQ
|
22
March 2021
|
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)
Notes:
References
to times in this Document are to London time (unless otherwise stated).
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'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 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 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
Contact
Information:
4D
Duncan Peyton,
Chief Executive Officer +44 (0)113 895 0130
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)
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)
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
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.
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)
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.
Longevity Acquisition (NASDAQ:LOAC)
過去 株価チャート
から 5 2024 まで 6 2024
Longevity Acquisition (NASDAQ:LOAC)
過去 株価チャート
から 6 2023 まで 6 2024