On October 22, 2020 Longevity Acquisition Corporation (NASDAQ: LOAC) (the "Company" or "LOAC"), a publicly-traded special purpose acquisition company (SPAC), reported that it has signed a definitive merger agreement with 4D pharma PLC (AIM: DDDD, "4D pharma" or "4D") (Press release, Longevity Biotech, OCT 22, 2020, View Source [SID1234568889]). 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.
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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.