Admission of 4D pharma American Depositary Shares (ADSs) to trading on Nasdaq
On 22 March 2021, 4D pharma completed its business combination with Longevity Acquisition Corp. (Longevity), a Nasdaq-listed special purpose acquisition company (SPAC), and 4D pharma American Depositary Shares (ADSs) began trading on the Nasdaq Global Market (Nasdaq) under ticker symbol 'LBPS'.
4D pharma ordinary shares continue to be admitted to trading on AIM under the ticker 'DDDD'.
Registration Statement on Form F-4
As declared effective by the United States Securities and Exchange Commission (SEC)
Useful information regarding 4D pharma’s listing of Americans Depositary Shares (ADSs) on NASDAQ
Frequently Asked Questions
The information contained in this document is for information only in connection with the listing of ADSs on Nasdaq. It is not, and does not purport to be, a comprehensive overview of the Merger and its terms. Full details of the Merger and its terms, as well as information regarding the listing of ADSs on Nasdaq, are set out in the registration statement available on 4D's website. This document is not, and is not intended to, constitute a recommendation regarding any decision in respect of the conversion of ordinary shares to ADSs, and does not purport to be a statement of the approaches or steps a person should take in evaluating whether or not to convert their ordinary shares. You are recommended to read this document alongside the registration statement .
There is no intention to change the strategic direction or operations of 4D pharma as a result of the completed merger with Longevity.
4D shall be the surviving entity. Immediately following completion of the Merger there will be no change to 4D pharma’s operations or site locations – we continue to develop our pipeline of clinical and pre-clinical Live Biotherapeutic assets, and develop the MicroRx® platform with our current team and at our present facilities.
All existing 4D pharma Directors continue to serve in their current roles.
Although it is not ruled out going forward, it is currently not intended that 4D will move any operations to the US in the near-term. However, a US subsidiary has recently been incorporated to enable recruitment of key US-based staff, thus permitting additional US-facing business functions to be established if and when required.
ADSs are shares issued by a US depositary bank and are traded by investors on a US-based stock exchange. Holders of ordinary shares traded on non-US exchanges deposit their shares with the US depositary bank, which then issues ADSs that are tradable on a US exchange. In the case of 4D pharma’s ADSs, each ADS will represent eight of the company’s ordinary shares – i.e. one ADS will be issued for every eight 4D pharma shares deposited with the depositary bank – and will be traded on Nasdaq.
The ADS program was launched at completion of the Merger with Longevity, and the ADSs trade on Nasdaq under the ticker symbol ‘LBPS’.
The issuance of ADSs is a typical mechanism via which shares of non-US companies are traded on US exchanges. While it is also possible for non-US companies to list their shares directly on a US exchange such as Nasdaq, this is generally considered to be more challenging for companies such as 4D pharma which are already listed on a non-US market to set up and maintain, and can also raise tax issues for holders of those shares. Therefore, we believe that the establishment of an ADS facility is the most straightforward and lowest risk option for issuing securities traded in the US.
How does the price of 4D pharma’s NASDAQ listed ADSs compare to the price of an Ordinary Share on AIM?
Each 4D pharma ADS will represent eight ordinary shares. The price of each ADS is expressed in US dollars and will be quoted on the Nasdaq market based on buy and sell orders for ADSs. The value of each ADS is expected to be associated with the value of the eight ordinary shares that it represents.
Yes. Upon admission of the ADSs to trading on Nasdaq, 4D pharma became dual-listed. 4D pharma's ordinary shares continue to be traded on AIM under the current ticker symbol ‘DDDD’, while the ADSs are traded on Nasdaq under the ticker ‘LBPS’.
No. 4D pharma’s ordinary shares listed on AIM will continue to trade as they currently do. Holders of 4D pharma’s AIM-listed ordinary shares do not need to act, although we would encourage holders to consider exchanging their AIM-listed ordinary shares into Nasdaq-listed ADSs.
More information for shareholders regarding the exchange process is provided below.
Nasdaq is the world’s premier market for public biotechnology companies. There are over seven times as many listed healthcare companies in the US as there are in the UK, that amount to a market value worth 17 times that of UK-listed healthcare companies.
A US listing, in addition to 4D’s existing UK listing, is expected to:
- Raise 4D pharma’s profile on the world stage at a pivotal point in the company’s growth.
- Increase access and exposure to specialist US healthcare investors with larger amounts of capital and significant expertise, which should allow 4D pharma to realise the value of its pipeline of LBPs, MicroRx® platform, intellectual property and drug discovery and development activities.
- Increase exposure to healthcare equity analyst coverage at world-renowned financial institutions, further adding to the expert understanding, interpretation, and dissemination of 4D pharma’s data and program updates to the investment community.
Warrants were issued by Longevity to the Longevity Shareholders as part of its IPO. 4D pharma has agreed to honour those warrants as part of the Merger, and the warrants continue to trade on Nasdaq.
Prior to completion of the merger, there were 4,320,000 Longevity warrants in issue, that each entitle the holder to receive half a Longevity share at an exercise price of $11.50 per whole Longevity share, effective for five years following consummation of a business combination.
These warrants have been converted into warrants to purchase Ordinary Shares of 4D. These Warrants (“the Assumed Warrants”) enable holders to purchase a total of 16,268,040 Ordinary Shares, at an exercise price per 4D Ordinary Share of US$1.53.
This announcement contains "forward-looking statements." All statements other than statements of historical fact contained in this announcement, including without limitation statements regarding the conversion and trading of Ordinary Shares and ADSs, 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 could cause actual results to differ materially include potential delays in the process of exchanging ordinary shares for ADSs and actions of Nasdaq and the London Stock Exchange and those additional risks and uncertainties described the documents filed by the Company with the US Securities and Exchange Commission (“SEC”). 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.
This document is being published in respect of a proposed business combination involving 4D pharma and Longevity. Following the announcement of the proposed business combination, 4D pharma filed a registration statement on Form F-4 (the “Registration Statement”) with the SEC which was declared effective on February 25, 2021. 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 prospectus with respect to 4D pharma’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 has been mailed to the Longevity shareholders on or about February 26, 2021. 4D and Longevity also plans to file other documents with the SEC regarding the proposed transaction.
This document is not a substitute for any prospectus, proxy statement or any other document that 4D pharma 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.
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
Instructions for Converting AIM Listed Ordinary Shares into Nasdaq Listed ADSs
This information is intended to guide holders of Ordinary Shares, which are admitted to trading on AIM, through the process of exchanging Ordinary Shares for ADSs tradeable on Nasdaq, and to answer certain related frequently asked questions applicable to holders of the Ordinary Shares.
For any further questions about the Ordinary Share to ADS conversion process, please contact the Company's ADS Depositary Bank, JPMorgan Chase Bank, at firstname.lastname@example.org, settlements hotline: (302) 552-0230.
Frequently Asked Questions and Answers for 4D pharma Ordinary Shareholders:
Each ADS is a tradeable security representing 8 of the Company’s Ordinary Shares. The ADSs are trading on the Nasdaq Global Market (“Nasdaq”) under the ticker symbol ‘LBPS’. The value of each ADS is denominated in US Dollars.
Until March 21, 2022 (provided that the Company’s Ordinary Shares continue to be admitted to trading on AIM), JPMorgan Chase Bank, N.A., the Depositary for the ADSs, will not charge a fee for the issuance of the ADSs. After such date, there will be an issuance fee of up to US$5.00 per 100 ADSs (or portion thereof) charged by JPMorgan Chase Bank for the issue of the ADSs. The exchange of your dematerialised Ordinary Shares will need to be managed by your broker as Ordinary Shares need to be transferred electronically to JPMorgan Chase Bank prior to the issuance of ADSs. Your selected broker may also levy an administrative charge for managing the exchange process.
JPMorgan Chase Bank typically can be expected to deliver ADSs to your broker within two business days of receiving an electronic transfer of Ordinary Shares from your broker. However, before this can happen, if you hold your Ordinary Shares in certificated form, you will need to send your share certificate and a signed stock deposit form to your broker who will then need to manage the “dematerialisation” process needed to exchange your shares into electronic form. The timescale for this will depend on your broker but should be expected to take about a week.
Yes, exchange into ADSs will require the assistance of a broker. Please refer to “Notes for Shareholders”.
JPMorgan Chase Bank may charge an annual Depositary Service Fee of up to US$0.05 per ADS. This is typically collected from the broker or other intermediary that holds the ADSs on your behalf. Your broker may pass this fee on to you directly or it may be part of the annual fee that you pay to maintain your brokerage account.
The process set out on the following pages explains what you need to do to select a suitable broker account and summarises the instructions that you need to give to your broker in order to convert your Ordinary Shares into ADSs. Please refer to “Notes for Brokers” which we suggest you send to your broker if you would like to convert Ordinary Shares for ADSs.
No, the Company’s Ordinary Shares will continue to trade on AIM. If you do not wish to hold ADSs but wish to remain a holder of 4D pharma Ordinary Shares then no action is required.
No. Ordinary Shares that are owned by a director or other person that may be considered an “affiliate” of the Company under U.S. securities law, and Ordinary Shares that were received in a private placement and have been held for less than a year are generally not eligible to be deposited. If your Ordinary Shares fall into one of these categories, please contact 4D pharma Investor Relations email@example.com for more information on whether you will be allowed to deposit your Ordinary Shares and under what conditions.
Step 1: Select a broker with US listed securities trading capability. If you do not already have an account with a broker, you may be able to open one either online or through banks and building societies which offer brokerage services. You need to ensure that the broker and type of account on offer is capable of holding and trading US listed securities. Often the most basic account offered is for UK listed shares only so you will need to select an account that gives you the ability to buy and sell US-listed securities. Please ensure that you check with your broker that they can hold 4D pharma ADSs and have a DTC (a member of the U.S. Federal Reserve System, a limited-purpose trust company under New York State banking law and a registered clearing agency with the U.S. Securities and Exchange Commission) participant account.
Step 2: You will need to contact your broker and ask them how to transfer your existing Ordinary Shares into your account.
If you hold physical share certificates you will need to send them, together with a completed stock deposit form, to your broker. The broker must provide you with the required stock deposit form and instructions. When the broker receives the share certificates, they will need to “dematerialise” the shares into electronic form so that they are held electronically by the broker within CREST (the central securities depository that holds UK and Irish equities, operated by Euroclear UK & Ireland Limited). When completed, your broker can then deal with the conversion into ADSs.
If you already hold your Ordinary Shares in dematerialised form in CREST, you can arrange for these to be delivered via the CREST system to the broker handling the ADS conversion.
Step 3: Your broker will need to contact JPMorgan Chase Bank by email to arrange for the conversion of your Ordinary Shares into ADSs tradeable on Nasdaq. You will receive one ADS for every 8 Ordinary Shares that you hold and choose to convert.
The contact details for JPMorgan Chase Bank, together with details of the conversion process are set out in the “Notes for Brokers” below. We suggest that you send these to your broker.
Notes for Brokers:
Ordinary Shares are traded on AIM under the ticker ‘DDDD’.
4D pharma ADSs are listed and traded on Nasdaq under the ticker ‘LBPS’.
Each ADS represents eight (8) Ordinary Shares.
Ordinary Shares can be exchanged into the equivalent number of ADSs via the Company’s Depositary Bank, JPMorgan Chase Bank, N.A.
Once converted, the ADSs are tradeable via Nasdaq.
The Company’s registrar, Link Group, maintains the Company’s shareholder register and Ordinary Shares can be held and transferred within CREST. Therefore, you are able to receive certificated Ordinary Shares and deposit these into CREST via the usual CREST share deposit process. You can then transfer the Ordinary Shares to the CREST account of JPMorgan Chase Bank for delivery of ADSs. The newly created ADSs will then be transferred back to your nominated DTC account.
CREST participant ID: AW01C
Please use the below details for shares held electronically:
Safekeeping account ECI27
Prior to initiating a CREST transfer to JPMorgan Chase Bank, please contact the JPMorgan Chase Bank team by email via firstname.lastname@example.org including properly signed instructions complying with the requirements set forth in the document found at https://adr.com/drprofile/35085K109 under Broker Forms, UK Issuance Form.
Until March 21, 2022 (provided that the Company’s Ordinary Shares continue to be admitted to trading on AIM), JPMorgan Chase Bank will not charge a fee for the issuance of the ADSs. After that date, JPMorgan Chase Bank charges an ADS issuance fee of up to US$5.00 per 100 ADSs (or portion thereof). As the Company’s Ordinary Shares are currently admitted to trading on AIM, no stamp duty reserve tax (SDRT) is payable.
Each ADS represents 8 Ordinary Shares. Fractional ADSs cannot be issued. Therefore, the number of Ordinary Shares transmitted within CREST to JPMorgan Chase Bank MUST be a multiple of 8. Spare Ordinary Shares can either be retained in CREST or re-issued to your client in certificated form. Such re-issued Ordinary Shares will remain on the Company’s shareholder register, registered in your client’s name (or in a nominee’s name, as applicable).
If an issuance fee is payable, such fee owing in connection with the creation and holding of ADSs are described in the deposit agreement, the form of which has been filed with the U.S. Securities and Exchange Commission.
JPMorgan Chase Bank as Custodian requires properly signed instructions complying with the requirements set forth in the document found at https://adr.com/drprofile/35085K109 under Broker Forms, UK Issuance Form to be e-mailed as a PDF file in a secured format to email@example.com. In the email subject field, please state: 4D PHARMA PLC - UK ADS CREATION – SDRT CERTIFICATION.
Please ensure this form is on your CREST agent’s headed paper. Please complete all fields by typing and only use handwriting for the Signatures at the bottom of the page.
Any questions should be directed to firstname.lastname@example.org.