Leeds, UK – 7 April 2021 - 4D pharma plc (AIM: DDDD; Nasdaq: LBPS) ("4D" or the "Company"), a pharmaceutical company leading the development of Live Biotherapeutic products (LBPs), a novel class of drug derived from the microbiome, previously announced on 22 March 2021 the listing of 4D pharma 4D American Depositary Shares ("ADSs") on the Nasdaq Global Market (“Nasdaq”) under the ticker 'LBPS'.
This announcement 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.
About 4D pharma
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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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.
Frequently Asked Questions and Answers for 4D pharma Ordinary Shareholders:
What is the relationship between the Company’s Ordinary Shares and ADSs?
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.
What does it cost to convert Ordinary Shares into ADSs?
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.
How long does it take and is dematerialisation necessary?
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.
I don’t have a broker – do I really need one?
Yes, exchange into ADSs will require the assistance of a broker. Please refer to “Notes for Shareholders”.
Is there a cost to hold ADSs?
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.
How do I convert my Ordinary Shares into ADSs?
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.
Do I have to convert my Ordinary Shares into 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.
Are all Ordinary Shares eligible to be deposited for delivery of ADSs?
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.
Notes for Shareholders:
Process for exchanging Ordinary Shares into ADSs:
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:
Conversion of Ordinary Shares into ADSs tradeable on Nasdaq
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.
JPMorgan Chase Bank’s CREST account details are as follows:
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.
Fees/taxes payable: 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.
Ratio: 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.
Instructions for JPMorgan Chase Bank
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.