4D pharma plc announces merger with Longevity, a special purpose acquisition company (SPAC), and its intention to gain a NASDAQ listing

Merger agreement worth up to $37.6 million US listing will support and accelerate ongoing development of 4D pharma’s Live Biotherapeutics

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 – and Longevity Acquisition Corporation (NASDAQ: LOAC) (“Longevity”), a NASDAQ-listed Special Purpose Acquisition Company (“SPAC”), today announce the proposed merger of the two companies. The deal is worth up to $37.6 million to 4D pharma. As a result of the merger, 4D pharma plans to launch a new NASDAQ-listed American Depositary Share (ADS) programme under the ticker symbol ‘LBPS’ and will immediately be admitted to trading on NASDAQ upon completion. 4D pharma will become dual-listed and ordinary shares will continue to be traded on AIM under the ticker symbol ‘DDDD’.

4D pharma will benefit from the $14.6 million cash held by Longevity. This extends 4D pharma’s current operational runway into Q3 2021. In addition, 4D pharma may also benefit from the proceeds of warrants to purchase Longevity shares worth up to $23 million.

It is currently planned for the merger to be completed and effective in early 2021, and 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. The merger is priced at an agreed valuation of £1.10 per 4D pharma ordinary share, representing an 18% premium on the previous day’s closing price. Immediately following the merger, existing 4D pharma shareholders will own approximately 86.9% of 4D pharma plc.There is no intention to change the strategic direction or operations of 4D pharma as a result of this transaction, and all existing 4D pharma Directors will continue to serve in their current roles.

4D pharma is at a pivotal time of its growth and development. It is developing an extensive pipeline with multiple Live Biotherapeutic drug candidates in the clinic and has presented world-first proof of concept data in multiple indications. 4D pharma’s clinical programmes are targeting cancer, including a clinical collaboration with Merck & Co., respiratory diseases including COVID-19 and asthma, gastrointestinal diseases, and pre-clinical programmes targeting neurological diseases such as Parkinson’s disease, and autoimmune diseases; in addition, the Company has a research collaboration with MSD (Merck & Co.) in the field of vaccines.

“Despite the tremendous operational and economic challenges in 2020 created by the global pandemic, 4D pharma has made significant strides on a number of fronts. This includes 4D presenting clinical data for Live Biotherapeutics for the treatment of cancer in combination with Merck’s Keytruda®, as well as positive Phase II results for the first drug candidate able to treat both IBS-C and IBS-D. In addition, earlier in 2020 4D pharma was able to quickly instigate a Phase II clinical trial in COVID-19 based on our detailed understanding of our asthma programme,” said Duncan Peyton, CEO, 4D pharma. “A NASDAQ listing allows 4D pharma to capitalise 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 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.”