4D pharma plc completed the acquisition of Longevity Acquisition Corporation from Whale Management Corporation and others.
The closing conditions of the merger include, among others, the approval of the merger by LOAC's existing shareholders, Longevity delivering written resignations of all officers and directors of Longevity, approvals from 4D shareholders, the approval for listing of 4D pharma's ADSs on the Nasdaq Stock Market, LOAC having at least $11.8 million of net tangible assets and at least $14.6 million in cash at the closing, Form F-4, the Form 8-A and the Form F-6 shall having been declared effective by the SEC under the Securities Act, 4D having received a fully executed lock-up agreement from Whale, Backstop agreements having been executed and remain subsisting and valid, ADR Facility having been established and all the regulatory approvals required including the approvals post SEC review process shall have been obtained and any mandatory waiting periods having been expired. 4D has received an irrevocable undertaking from Whale Management Corporation to vote in favor of the resolutions to effect the transaction to be proposed at the general meeting of Longevity's shareholders in respect of holdings totaling, in aggregate, 1.25 million shares of Longevity, representing 48% of Longevity's outstanding shares of common stock. The special meeting of shareholders of Longevity Acquisition Corporation will be held on November 20, 2020. As of February 24, 2021, The Longevity Special Meeting will be held on March 17, 2021. The Board of Longevity Acquisition Corporation and 4D pharma plc unanimously approved the transaction and recommended the shareholders to vote in favor of the transaction. 4D filed a registration statement on Form F-4 (the "Registration Statement") with the SEC which was declared effective on February 25, 2021. Longevity Acquisition's shareholders approved the merger on March 17, 2020. 4D pharma received approval from its shareholders to issue the 31,050,530 ordinary shares and the New Warrants required to complete the Merger and 4D shareholders also passed all resolutions required to enable the proposed issue of 15,713,309 ordinary shares in the capital of the Company in connection with the private placement to raise approximately $24.03 million on March 17, 2021. The merger is expected to be completed and effective in early 2021. As on November 20, 2020, Longevity has received approval from its shareholders to extend the deadline by which Longevity is required to consummate a business combination, to May 29, 2021. As on March 17, 2021, it was disclosed that the merger will be completed on March 22, 2021.
Shai Gerson of Chardan Capital Markets LLC acted as financial advisor to 4D pharma plc and Longevity Acquisition Corporation. Arila Zhou and Joan Wu of Hunter Taubman Fischer & Li LLC, Addleshaw Goddard LLP and Ogier acted as legal advisors and Donohoe Advisory Associates LLC acted as the consultant for LOAC. Steven V. Bernard, Bradley L. Finkelstein and Melissa Rick of Wilson Sonsini Goodrich & Rosati, Professional Corporation and Charles Waddell, Sunjay Malhotra, Julian Stanier, Amy Moore, Roberta Markovina, Beatrice Kelly, Eloise Walker, Jamie Robson, Daniel Place, Fleur Benns and James Sullivan-Tailyour of Pinsent Masons LLP acted as legal advisors to 4D. Philip Davies, Justin McKeegan, Sandy Fraser, Tom Salvesen and Iqra Amin of N+1 Singer acted as financial advisors for 4D pharma. Karen Smith of Advantage Proxy, Inc. acted as the proxy solicitor to Longevity and will receive a fee of $8500 for its services. Collas Crill acted as the legal advisor to 4D pharma plc. Chardan will be issued 2.75 million 4D Pharma shares as financial advisory fee. Continental Stock Transfer & Trust Company acted as a transfer agent to Longevity. The fee was payable at the closing the transaction in cash or the same form of consideration issued in the business combination, at Longevity's discretion. Longevity Acquisition Corporation will pay Chardan Capital Markets, LLC the fee amount was equal to 3.0% of the aggregate value of the transaction up to $100 million and 2.0% of the aggregate value of the transaction between $100 million and $200 million and 1.0% of the aggregate value of the transaction above $200 million.
4D pharma plc (AIM:DDDD) completed the acquisition of Longevity Acquisition Corporation (NasdaqCM:LOAC) from Whale Management Corporation and others on March 22, 2021. As per terms of transaction, 4D pharma's existing Board of Directors and management team will continue to lead the combined company. 4D will continue its operations in the discovery and development of Live Biotherapeutic products. 4D American Depositary Shares ("ADSs") are expected to commence trading todayon the NASDAQ Global Market under the ticker 'LBPS'. 4D ordinary shares will continue to be admitted to trading on AIM under the ticker 'DDDD'. JPMorgan Chase Bank, N.A. is acting as depositary bank for the ADSs.