Leeds, UK, 17 March, 2021 - 4D pharma plc (AIM: DDDD) ("4D" or the "Company"), a pharmaceutical company leading the development of Live Biotherapeutic products (LBPs), a novel class of drug derived from the microbiome, today announces it has entered into Securities Purchase Agreements with a select group of U.S. and United Kingdom institutional investors and accredited investors to raise, in aggregate, approximately $24.03 million (£17.29 million) in a private placement (the "Fundraising") of new ordinary shares of £0.0025 each (the "Placing Shares") at $1.53 (£1.10) per share (the "Issue Price"). In addition, Duncan Peyton (Chief Executive Officer) and Alex Stevenson (Chief Scientific Officer) intend to subscribe for, in aggregate, $2.0 million (£1.44 million) once the Company has released the results for the year ended 31 December 2020, expected to be on or around 25 March 2021.
The Issue Price represents a discount of 16.3 per cent. to the closing price of £1.315 on 16 March 2021 (being the last practicable trading day prior to release of this Announcement).
The Fundraising is conditional on, among other things, passing of the Resolutions by 4D shareholders at the General Meeting convened for 10:00 a.m. (GMT) on 18 March 2021 (the "General Meeting"), and completion of the merger with Longevity Acquisition Corporation (NASDAQ: LOAC) ("Longevity"), details of which were announced on 22 October 2020 (the "Merger"). Completion of the Merger, with admission of the Placing Shares to trading on AIM, and admission of the Consideration Shares to trading on NASDAQ as 4D American Depositary Shares ("ADSs") is expected to occur on 22 March 2021.
Chardan and Ladenburg Thalmann acted as co-placement agents to the Company in connection with the Fundraising.
“This Fundraising involves a broad range of institutional investors, strengthening our international investor base. Combined with the imminent Merger and listing on NASDAQ expected to occur on 22 March 2021, 4D pharma is in a strong position to continue the development of the Company and its pipeline of Live Biotherapeutics,” said Duncan Peyton, Chief Executive Officer, 4D pharma. “The additional funds that these combined activities deliver will enable 4D pharma to continue the rapid pace of development on our pipeline of Live Biotherapeutics, including lead oncology program, MRx0518 targeting a range of cancers, as well as other therapeutic areas such as neurological conditions. We have a robust line up of milestones set for 2021 and with both our new US institutional support and upcoming NASDAQ listing, we look forward to providing updates from our novel, single-strain LBP programs to our expanded global audience.”
Capitalised terms used in this announcement shall, unless defined in this announcement or unless the context provides otherwise, bear the same meaning ascribed to them in the circular posted to 4D shareholders by the Company on 26 February 2021.
Details of the Fundraising
The Fundraising comprises the private placement of 15,713,309 new Ordinary Shares at the Issue Price to raise approximately $24.03 million (£17.29 million) before expenses. The Fundraising is conditional upon, among other things, passing of the Resolutions by 4D shareholders at the General Meeting, completion of the Merger and admission of the Placing Shares to trading on AIM.
A Circular was sent to Shareholders on 26 February 2021 and includes a notice convening a General Meeting on 18 March 2021, to be held at 4D’s corporate headquarters in Leeds, UK.
Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM (“Admission”). It is expected that Admission will become effective at 8.00 a.m. (GMT) on 22 March 2021.
Director participation in the Fundraising
Certain Directors have confirmed to the Board that they wish to participate in the Fundraising, however as the Company is intending to release the results for the year ended 31 December 2020 on or around 25 March 2021, the Directors are currently in a closed period and are prohibited from such participation. Accordingly, immediately following the publication of those results, Duncan Peyton and Alex Stevenson intend to subscribe for new Ordinary Shares, in each case at the Issue Price (together the “Subscriptions”). Mr Peyton and Dr Stevenson intend to subscribe for, in aggregate, $2.0 million (£1.44 million).
The Subscriptions, if made, will constitute related party transactions for the purposes of the AIM Rules for Companies and the Independent Directors of 4D will be obliged to consider whether the terms of the related party transactions are fair and reasonable insofar as the shareholders of the Company are concerned, having consulted with the Company’s nominated adviser, N+1 Singer, before the Subscriptions are entered into. A further announcement will be made in due course.
Use of Proceeds
The proceeds from the Fundraising will be used primarily:
- to advance the expanded Part B of the ongoing Phase I/II combination study of MRx0518 and Keytruda® to completion; enrolment is currently expected to complete in Q4 2021;
- to continue engagement with the FDA in 2021 to discuss the development and approval pathway for MRx0518 in combination with an ICI in patients with solid tumours and secondary resistance to prior ICI therapy;
- to investigate the efficacy of MRx0518 in additional cancer patient groups, treatment settings, and as part of additional combination therapies, including an ongoing Phase I trial in pancreatic cancer;
- to commence a fourth clinical trial of MRx0518 in combination with ICI Bavencio® as a first-line maintenance therapy for urothelial carcinoma, expected to commence in 2021;
- to evaluate designs for a potential first-in-human clinical trial of MRx0029 in-patient clinical trial in neurodegenerative diseases such as Parkinson’s disease;
- to continue to advance the vaccines discovery program in collaboration with MSD;
- to complete a Phase II trial of MRx-4DP0004 to prevent or reduce the hyper-inflammatory response in hospitalized patients with COVID-19;
- to complete ongoing Phase I/II study of MRx-4DP0004 in poorly controlled asthma in combination with existing long-term maintenance therapy; and
- for general corporate purposes.
The Board expects that the resulting proceeds of the Fundraising will extend 4D's cash runway into Q2 2022.
Total Voting Rights
Following the issue of the Placing Shares and the Transaction Shares to be issued in connection with the Merger, 4D’s enlarged issued share capital will comprise 178,330,363 Ordinary Shares. The total number of voting rights in the Company will be 178,330,363. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.
The Placing Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.Pursuant to the Securities Purchase Agreements, the Company has agreed to register the Placing Shares for resale under the Securities Act. Pursuant to the Securities Purchase Agreements, the Company will prepare and file a registration statement with the Securities and Exchange Commission within 30 days of the Fundraising closing date (the “Filing Deadline”) and has agreed to use commercially reasonable efforts to have the registration statement declared effective as soon as practicable, but in any event, no later than 60 days after the Filing Deadline, or 120days if the registration statement is subject to a full review by the Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the Placing Shares, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of the securities under the resale registration statement will only be made by means of a prospectus.
The person responsible for arranging the release of this information on behalf of the Company is Duncan Peyton.
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.
For more information, refer to https://www.4dpharmaplc.com.
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