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4d Pharma PLC - Longevity extends Business Combination deadline

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®, 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, 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.


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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