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4D Pharma Files SEC Forms in Process to Gain NASDAQ Listing Following Merger with Longevity
Monday 30 November 2020

UK-based pharmaceutical company 4D pharma plc (AIM: DDDD) has filed a registration statement on form F-4 with the US Securities and Exchange Commission, the company said.

The filing follows the announcement on October 22, 2020 of the proposed merger between 4D pharma and Longevity acquisition Corp. (NASDAQ: LOAC), a NASDAQ-listed Special Purpose acquisition company.

On October 22, Chinese blank check company Longevity acquisition Corp. (NASDAQ: LOAC) announced it had agreed to merge with 4D pharma.

At closing, LOAC will merge with and into 4D Pharma BVI Ltd., 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, 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.

Upon completion of the merger, shareholders of LOAC will receive American Depositary Shares of 4D and LOAC will become a wholly-owned subsidiary of 4D, subject to customary closing conditions, including that 4D American Depositary Shares will be approved to be listed and tradable on NASDAQ.

4D pharma's Live Biotherapeutic Products 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 tumors.

The company has a research collaboration with MSD (a tradename of Merck and Co., Inc.) to discover and develop Live Biotherapeutics for vaccines.

A NASDAQ listing allows 4D to capitalise on increased interest from US healthcare investors, providing access to a much larger pool of specialist capital, and increasing global profile and exposure.

The filing of the Registration Statement is a 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 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 1Q21. 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.
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Date Published: 30/11/2020

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