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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/08/21 4D Pharma plc F-4/A 7:12M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: F-4/A Pre-Effective Amendment to Registration Statement HTML 3.05M by a Foreign Issuer - Securities for a Merger 2: EX-9.2 Voting Trust Agreement HTML 42K 3: EX-10.1 Material Contract HTML 81K 5: EX-10.11 Material Contract HTML 15K 4: EX-10.2 Material Contract HTML 290K 6: EX-23.1 Consent of Expert or Counsel HTML 6K 7: EX-23.2 Consent of Expert or Counsel HTML 6K
tm2036619-3_f4a - block - 72.727767s |
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England and Wales
(State or other jurisdiction of Incorporation or organization) |
| | | |
Not applicable
(I.R.S. Employer Identification Number) |
|
|
Steven V. Bernard
Bradley L. Finkelstein Melissa Rick Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 (650) 493-9300 |
| |
Charles Waddell
Pinsent Masons LLP 30 Crown Place Earl Street London EC2A 4ES United Kingdom +44(0) 20 7418 7000 |
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Duncan Peyton
Chief Executive Officer 4D pharma plc 5th Floor, 9 Bond Court Leeds LS1 2JZ United Kingdom +44(0) 113 895 0130 |
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Matthew Chen
Longevity Acquisition Corporation Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People’s Republic of China (86) 21-60832028 |
| |
Arila Zhou
Joan Wu Hunter Taubman Fischer & Li LLC 800 Third Avenue, Suite 2800 New York, New York 10022 (212) 530-0000 |
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Title Of Each Class Of Security To Be Registered
|
| | |
Amount To Be
Registered(1) |
| | |
Proposed Maximum
Offering Price Per Security(2) |
| | |
Proposed Maximum
Aggregate Offering Price(2) |
| | |
Amount of
Registration Fee |
| ||||||||||||
Ordinary Shares, nominal value £0.0025 per
share(3)(4) |
| | | | | 31,055,000 | | | | | | $ | 1.4539 | | | | | | $ | 45,150,865 | | | | | | $ | 4,926(5) | | |
| , 2021 | | | By Order of the Longevity Board | |
| | | |
/s/
Chairman of Longevity Board, Chief Financial Officer
|
|
|
Longevity Acquisition Corporation
Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People’s Republic of China |
| |
4D Pharma PLC
5th Floor, 9 Bond Court Leeds, LS1 2JZ United Kingdom ir@4dpharmaplc.com |
|
| | | | | 10 | | | |
| | | | | 12 | | | |
| | | | | 14 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 32 | | | |
| | | | | 39 | | | |
| | | | | 40 | | | |
| | | | | 41 | | | |
| | | | | 99 | | | |
| | | | | 100 | | | |
| | | | | 101 | | | |
| | | | | 109 | | | |
| | | | | 113 | | | |
| | | | | 126 | | | |
| | | | | 139 | | | |
| | | | | 141 | | | |
| | | | | 142 | | | |
| | | | | 151 | | | |
| | | | | 152 | | | |
| | | | | 157 | | | |
| | | | | 163 | | | |
| | | | | 206 | | | |
| | | | | 222 | | | |
| | | | | 224 | | | |
| | | | | 232 | | | |
| | | | | 237 | | | |
| | | | | 247 | | | |
| | | | | 260 | | | |
| | | | | 273 | | | |
| | | | | 274 | | | |
| | | | | 275 | | | |
| | | | | 276 | | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | |
Month
|
| |
High
|
| |
Low
|
| ||||||
December 2020
|
| | | | 1.3662 | | | | | | 1.3197 | | |
November 2020
|
| | | | 1.3385 | | | | | | 1.2922 | | |
October 2020
|
| | | | 1.3143 | | | | | | 1.2890 | | |
September 2020 | | | | | 1.3416 | | | | | | 1.2706 | | |
August 2020
|
| | | | 1.3375 | | | | | | 1.3043 | | |
July 2020
|
| | | | 1.3133 | | | | | | 1.2469 | | |
Year
|
| |
Average
Rate(1) |
| |||
2020 | | | | | 1.2923 | | |
2019
|
| | | | 1.2803 | | |
2018
|
| | | | 1.3309 | | |
2017
|
| | | | 1.3016 | | |
2016
|
| | | | 1.3444 | | |
2015
|
| | | | 1.5250 | | |
|
Advantage Proxy, Inc.
P.O. Box 13581 Des Moines, WA 98198 Attn: Karen Smith Toll Free: (877) 870-8565 Collect: (206) 870-8565 |
| |
or
|
| |
Longevity
Acquisition Corporation Yongda International Tower No. 2277 Longyang Road, Pudong District, Shanghai People’s Republic of China (86) 21-60832028 |
|
U.S. dollars in thousands
|
| | | | | ||||||||
Operating costs
|
| | | $ | 370 | | | | | $ | 1,079 | | |
Interest income
|
| | | | 46 | | | | | | 788 | | |
Net Loss
|
| | | $ | (324) | | | | | $ | (291) | | |
|
U.S. dollars in thousands
|
| | | | | ||||||||
Current Assets
|
| | | | 32 | | | | | | 138 | | |
Marketable securities held in Trust Account
|
| | | | 14,506 | | | | | | 42,413 | | |
Total assets
|
| | | | 14,538 | | | | | | 42,551 | | |
Total liabilities
|
| | | | 3,129 | | | | | | 2,762 | | |
Longevity Shares subject to possible Redemption
|
| | | | 6,409 | | | | | | 34,789 | | |
Total shareholders’ equity
|
| | | | 5,000 | | | | | | 5,000 | | |
| | |
Six Months Ended
June 30, (unaudited) |
| |
Year Ended
December 31, |
| ||||||||||||||||||
U.S. dollars in thousands, except share and per share data
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Revenues
|
| | | $ | 239 | | | | | $ | — | | | | | $ | 269 | | | | | $ | — | | |
Loss from operations
|
| | | | (17,272) | | | | | | (17,249) | | | | | | (40,261) | | | | | | (38,890) | | |
Net loss
|
| | | $ | (14,765) | | | | | $ | (14,698) | | | | | $ | (30,333) | | | | | $ | (32,601) | | |
Other comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (2,081) | | | | | | 111 | | | | | | 1,113 | | | | | | (3,995) | | |
Comprehensive loss
|
| | | $ | (16,846) | | | | | $ | (14,587) | | | | | $ | (29,220) | | | | | $ | (36,596) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.15) | | | | | $ | (0.22) | | | | | $ | (0.46) | | | | | $ | (0.50) | | |
Weighted average common shares used in computing basic and diluted net loss per common share
|
| | | | 97,647,688 | | | | | | 65,493,842 | | | | | | 65,493,842 | | | | | | 65,493,842 | | |
|
U.S. dollars in thousands
|
| | | | | ||||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 12,413 | | | | | $ | 5,031 | | |
Total assets
|
| | | | 50,318 | | | | | | 40,826 | | |
Total liabilities
|
| | | | 9,439 | | | | | | 9,639 | | |
Accumulated deficit
|
| | | | (132,505) | | | | | | (117,740) | | |
Total stockholders’ equity
|
| | | | 40,879 | | | | | | 31,187 | | |
| | |
4D Pharma
|
| |
Longevity
|
| |
Pro Forma
Adjustments |
| |
Pro Forma
Combined |
| ||||||||||||
Cash and cash equivalents
|
| | | $ | 12,413 | | | | | $ | 7 | | | | | | 20,827 | | | | | $ | 33,247 | | |
Total assets
|
| | | $ | 50,318 | | | | | $ | 14,538 | | | | | | 6,321 | | | | | $ | 71,177 | | |
Total liabilities
|
| | | | 9,439 | | | | | | 3,129 | | | | | | (7) | | | | | | 12,561 | | |
Ordinary shares subject to possible redemption
|
| | | | — | | | | | | 6,409 | | | | | | (6,409) | | | | | | — | | |
Total stockholders’ equity
|
| | | | 40,879 | | | | | | 5,000 | | | | | | 12,737 | | | | | | 58,616 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 50,318 | | | | | $ | 14,538 | | | | | | 6,321 | | | | | $ | 71,177 | | |
| | |
Closing Sales
Price of 4D Pharma Ordinary Shares |
| |
Closing Sales
Price of Longevity Ordinary Shares |
| |
Longevity
Ordinary Share Price Equivalent Value |
| |||||||||||||||
| | | £ | 0.93 | | | | | $ | 1.23 | | | | | $ | 10.70 | | | | | $ | 9.23(1) | | | |
| | | | £ | | | | | $ | | | | | $ | | | | | $ | (2) | | |
| | |
($)
|
| |||
Book Value Per Share(1) | | | | | | | |
4D Pharma historical
|
| | | $ | 0.37 | | |
Longevity historical
|
| | | $ | 1.90 | | |
Pro forma combined
|
| | | $ | 0.36 | | |
Basic Loss Per Share | | | | | | | |
4D Pharma historical
|
| | | $ | (0.15) | | |
Longevity historical
|
| | | $ | (0.17) | | |
Pro forma combined
|
| | | $ | (0.10) | | |
Diluted Loss Per Share | | | | | | | |
4D Pharma historical
|
| | | $ | (0.15) | | |
Longevity historical
|
| | | $ | (0.17) | | |
Pro forma combined
|
| | | $ | (0.10) | | |
U.S. dollars in thousands, except share and per share data
|
| |
Six months ended
August 31, |
| |
Year ended
February 29, |
| | | ||||||||||||||||
| | |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Income Statement Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | $ | 370 | | | | | $ | 570 | | | | | $ | 1,079 | | | | | $ | 439 | | |
Interest income
|
| | | | 46 | | | | | | 455 | | | | | | 788 | | | | | | 430 | | |
Unrealized gain (loss)
|
| | | | — | | | | | | 6 | | | | | | — | | | | | | (5) | | |
Net Loss
|
| | | $ | (324) | | | | | $ | (109) | | | | | $ | (291) | | | | | $ | (14) | | |
Weighted average number of Longevity Shares outstanding, basic and diluted(1)
|
| | | | 1,997,943 | | | | | | 1,809,240 | | | | | | 1,859,697 | | | | | | 1,522,527 | | |
Basic and diluted net loss per Longevity Share(2)
|
| | | $ | (0.17) | | | | | $ | (0.28) | | | | | $ | (0.50) | | | | | $ | (0.25) | | |
U.S. dollars in thousands
|
| | | | | ||||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Current Assets
|
| | | $ | 32 | | | | | $ | 138 | | |
Marketable securities held in Trust Account
|
| | | | 14,506 | | | | | | 42,413 | | |
Total assets
|
| | | | 14,538 | | | | | | 42,551 | | |
Longevity Shares subject to possible Redemption
|
| | | | 6,409 | | | | | | 34,789 | | |
Total shareholders’ equity
|
| | | | 5,000 | | | | | | 5,000 | | |
| | |
Six Months Ended
June 30, (unaudited) |
| |
Year Ended
December 31, |
| ||||||||||||||||||
U.S. dollars in thousands, except share and per share data
|
| |
2020
|
| |
2019
|
| |
2019
|
| |
2018
|
| ||||||||||||
Revenues
|
| | | $ | 239 | | | | | $ | — | | | | | $ | 269 | | | | | $ | — | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development expenses
|
| | | | 13,493 | | | | | | 11,701 | | | | | | 29,193 | | | | | | 27,830 | | |
General and administrative expenses
|
| | | | 5,509 | | | | | | 5,400 | | | | | | 10,380 | | | | | | 11,294 | | |
Foreign currency losses (gains)
|
| | | | (1,491) | | | | | | 148 | | | | | | 957 | | | | | | (234) | | |
Total operating expenses
|
| | | | 17,511 | | | | | | 17,249 | | | | | | 40,530 | | | | | | 38,890 | | |
Loss from operations
|
| | | | (17,272) | | | | | | (17,249) | | | | | | (40,261) | | | | | | (38,890) | | |
Other income (expense), net:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 6 | | | | | | 84 | | | | | | 78 | | | | | | 379 | | |
Interest expense
|
| | | | (1) | | | | | | (1) | | | | | | — | | | | | | (3) | | |
Other income
|
| | | | 2,502 | | | | | | 2,720 | | | | | | 6,883 | | | | | | 6,378 | | |
Change in fair value of contingent consideration payable
|
| | | | — | | | | | | (252) | | | | | | 2,967 | | | | | | (465) | | |
Total other income (expense), net
|
| | | | 2,507 | | | | | | 2,551 | | | | | | 9,928 | | | | | | 6,289 | | |
Net loss
|
| | | $ | (14,765) | | | | | $ | (14,698) | | | | | $ | (30,333) | | | | | $ | (32,601) | | |
Other comprehensive loss: | | | | | | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (2,081) | | | | | | 111 | | | | | | 1,113 | | | | | | (3,995) | | |
Comprehensive loss
|
| | | $ | (16,846) | | | | | $ | (14,587) | | | | | $ | (29,220) | | | | | $ | (36,596) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.15) | | | | | $ | (0.22) | | | | | $ | (0.46) | | | | | $ | (0.50) | | |
Weighted average common shares used in computing basic and diluted net loss per common share
|
| | | | 97,647,688 | | | | | | 65,493,842 | | | | | | 65,493,842 | | | | | | 65,493,842 | | |
|
U.S. dollars in thousands
|
| | | | | ||||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 12,413 | | | | | $ | 5,031 | | |
Total assets
|
| | | | 50,318 | | | | | | 40,826 | | |
Total liabilities
|
| | | | 9,439 | | | | | | 9,639 | | |
Accumulated deficit
|
| | | | (132,505) | | | | | | (117,740) | | |
Total stockholders’ equity
|
| | | | 40,879 | | | | | | 31,187 | | |
| | | | | | |
Pro
Forma Adjustments |
| | | | |
Pro
Forma Combined |
| ||||||||||||||
| | |
4D Pharma
|
| |
Longevity
|
| |
Notes
|
| ||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 12,413 | | | | | $ | 7 | | | | | | 20,827 | | | |
B, C, D, H, I, J
|
| | | $ | 33,247 | | |
Research and development tax credits receivable
|
| | | | 8,999 | | | | | | — | | | | | | — | | | | | | | | | 8,999 | | |
Prepaid expenses and other current assets
|
| | | | 4,208 | | | | | | 25 | | | | | | — | | | | | | | | | 4,233 | | |
Total current assets
|
| | | | 25,620 | | | | | | 32 | | | | | | 20,827 | | | | | | | | | 46,479 | | |
Cash and marketable securities held in Trust Account
|
| | | | — | | | | | | 14,506 | | | | | | (14,506) | | | |
I
|
| | | | — | | |
Property and equipment, net
|
| | | | 5,219 | | | | | | — | | | | | | — | | | | | | | | | 5,219 | | |
Right-of-use assets (operating leases)
|
| | | | 1,117 | | | | | | — | | | | | | — | | | | | | | | | 1,117 | | |
Intangible assets, net
|
| | | | 5,826 | | | | | | — | | | | | | — | | | | | | | | | 5,826 | | |
Goodwill
|
| | | | 12,300 | | | | | | — | | | | | | — | | | | | | | | | 12,300 | | |
Research and development tax credits receivable
|
| | | | 236 | | | | | | — | | | | | | — | | | | | | | | | 236 | | |
Total assets
|
| | | $ | 50,318 | | | | | $ | 14,538 | | | | | | 6,321 | | | | | | | | $ | 71,177 | | |
Liabilities and Stockholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 4,012 | | | | | $ | 337 | | | | | | — | | | | | | | | $ | 4,349 | | |
Accrued expenses and other current
liabilities |
| | | | 2,160 | | | | | | — | | | | | | 2,785 | | | |
E, F, G, H
|
| | | | 4,945 | | |
Current portion of operating lease
liabilities |
| | | | 79 | | | | | | — | | | | | | — | | | | | | | | | 79 | | |
Deferred revenues, current
|
| | | | 1,252 | | | | | | — | | | | | | — | | | | | | | | | 1,252 | | |
Total current liabilities
|
| | | | 7,503 | | | | | | 337 | | | | | | 2,785 | | | | | | | | | 10,625 | | |
Convertible promissory notes – related
party |
| | | | — | | | | | | 1,792 | | | | | | (1,792) | | | |
B, C, J, K
|
| | | | — | | |
Long-term operating lease liabilities, net
|
| | | | 1,088 | | | | | | — | | | | | | — | | | | | | | | | 1,088 | | |
Deferred revenues, net
|
| | | | 644 | | | | | | — | | | | | | — | | | | | | | | | 644 | | |
Deferred tax
|
| | | | 32 | | | | | | — | | | | | | — | | | | | | | | | 32 | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 1,000 | | | | | | (1,000) | | | |
F
|
| | | | — | | |
Other liabilities
|
| | | | 172 | | | | | | — | | | | | | — | | | | | | | | | 172 | | |
Total liabilities
|
| | | | 9,439 | | | | | | 3,129 | | | | | | (7) | | | | | | | | | 12,561 | | |
Ordinary shares subject to possible redemption
|
| | | | — | | | | | | 6,409 | | | | | | (6,409) | | | |
A
|
| | | | — | | |
Stockholders’ equity: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock
|
| | | | 405 | | | | | | 5,629 | | | | | | (5,453) | | | |
A, D, G, L, M
|
| | | | 581 | | |
Additional paid-in capital
|
| | | | 200,775 | | | | | | — | | | | | | 17,561 | | | |
D, E, G, K, M
|
| | | | 218,336 | | |
Accumulated other comprehensive loss
|
| | | | (27,796) | | | | | | — | | | | | | — | | | | | | | | | (27,796) | | |
Accumulated deficit
|
| | | | (132,505) | | | | | | (629) | | | | | | 629 | | | |
F, L
|
| | | | (132,505) | | |
Total stockholders’ equity
|
| | | | 40,879 | | | | | | 5,000 | | | | | | 12,737 | | | | | | | | | 58,616 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 50,318 | | | | | $ | 14,538 | | | | | | 6,321 | | | | | | | | $ | 71,177 | | |
| | | | | | |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||
| | |
4D Pharma
|
| |
Longevity
|
| |
Notes
|
| ||||||||||||||||||
Revenues
|
| | | $ | 239 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 239 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 13,493 | | | | | | — | | | | | | — | | | | | | | | | 13,493 | | |
General and administrative
|
| | | | 5,509 | | | | | | 370 | | | | | | | | | | | | | | | 5,879 | | |
Foreign currency gains, net
|
| | | | (1,491) | | | | | | — | | | | | | — | | | | | | | | | (1,491) | | |
Total operating expenses
|
| | | | 17,511 | | | | | | 370 | | | | | | | | | | | | | | | 17,881 | | |
Loss from operations
|
| | | | (17,272) | | | | | | (370) | | | | | | | | | | | | | | | (17,642) | | |
Other income (expense), net: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 6 | | | | | | 46 | | | | | | — | | | | | | | | | 52 | | |
Interest expense
|
| | | | (1) | | | | | | — | | | | | | — | | | | | | | | | (1) | | |
Other income
|
| | | | 2,502 | | | | | | — | | | | | | — | | | | | | | | | 2,502 | | |
Total other income (expense), net
|
| | | | 2,507 | | | | | | 46 | | | | | | — | | | | | | | | | 2,553 | | |
Net loss
|
| | | $ | (14,765) | | | | | $ | (324) | | | | | $ | | | | | | | | $ | (15,089) | | | |
Net loss per share, basic and diluted
|
| | | $ | (0.15) | | | | | $ | (0.17) | | | | | | | | | | | | | | $ | (0.10) | | |
Weighted average common shares outstanding, basic and diluted
|
| | | | 97,647,688 | | | | | | 1,997,943 | | | | | | 50,960,024 | | | |
N
|
| | | | 150,605,655 | | |
| | | | | | |
Pro Forma
Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||
| | |
4D Pharma
|
| |
Longevity
|
| |
Notes
|
| ||||||||||||||||||
Revenues
|
| | | $ | 269 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 269 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Research and development
|
| | | | 29,193 | | | | | | — | | | | | | — | | | | | | | | | 29,193 | | |
General and administrative
|
| | | | 10,380 | | | | | | 1,079 | | | | | | — | | | | | | | | | 11,459 | | |
Foreign currency losses, net
|
| | | | 957 | | | | | | — | | | | | | — | | | | | | | | | 957 | | |
Total operating expenses
|
| | | | 40,530 | | | | | | 1,079 | | | | | | — | | | | | | | | | 41,609 | | |
Loss from operations
|
| | | | (40,261) | | | | | | (1,079) | | | | | | — | | | | | | | | | (41,340) | | |
Other income (expense), net: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 78 | | | | | | 788 | | | | | | — | | | | | | | | | 866 | | |
Other income
|
| | | | 6,883 | | | | | | — | | | | | | — | | | | | | | | | 6,883 | | |
Change in fair value of contingent consideration payable
|
| | | | 2,967 | | | | | | — | | | | | | — | | | | | | | | | 2,967 | | |
Total other income (expense), net
|
| | | | 9,928 | | | | | | 788 | | | | | | — | | | | | | | | | 10,716 | | |
Net loss
|
| | | $ | (30,333) | | | | | $ | (291) | | | | | $ | — | | | | | | | | $ | (30,624) | | |
Net loss per share, basic and diluted
|
| | | $ | (0.46) | | | | | $ | (0.50) | | | | | | | | | | | | | | $ | (0.22) | | |
Weighted average common shares outstanding, basic and diluted
|
| | | | 65,493,842 | | | | | | 1,859,697 | | | | | | 70,031,052 | | | |
N
|
| | | | 137,384,591 | | |
| | |
Six Months
Ended June 30, 2020 |
| |
Year Ended
December 31, 2019 |
| ||||||
Basic and Diluted EPS: | | | | | | | | | | | | | |
As reported (4D Pharma)
|
| | | $ | (0.15) | | | | | $ | (0.46) | | |
As reported (Longevity)
|
| | | $ | (0.17) | | | | | $ | (0.50) | | |
Pro forma
|
| | | $ | (0.10) | | | | | $ | (0.22) | | |
Net loss (in thousands): | | | | | | | | | | | | | |
As reported (4D Pharma)
|
| | | $ | (14,765) | | | | | $ | (30,333) | | |
As reported (Longevity)
|
| | | $ | (324) | | | | | $ | (291) | | |
Pro forma
|
| | | $ | (15,089) | | | | | $ | (30,624) | | |
Basic and Diluted Weighted Average Shares: | | | | | | | | | | | | | |
As reported (4D Pharma)
|
| | | | 97,647,688 | | | | | | 65,493,842 | | |
As reported (Longevity)
|
| | | | 1,997,943 | | | | | | 1,859,697 | | |
Add: Application of the Exchange Ratio of 7.5315 to Longevity’s
weighted average common shares outstanding |
| | | | 13,049,564 | | | | | | 12,146,610 | | |
Add: Release of Longevity shares held for possible redemption at
Merger closing at Exchange Ratio |
| | | | 4,736,402 | | | | | | 24,710,384 | | |
Add: Issuance of ordinary shares at the Exchange Ratio for Longevity’s share rights outstanding
|
| | | | 3,253,608 | | | | | | 3,253,608 | | |
Add: Issuance of ordinary shares to Longevity backstop investors
at Merger closing at the Exchange Ratio |
| | | | 5,272,050 | | | | | | 5,272,050 | | |
Add: Issuance of ordinary shares for payment of banker’s fees at Merger Closing
|
| | | | 2,750,000 | | | | | | 2,750,000 | | |
Add: Issuance of ordinary shares in 4D Pharma’s offering after June 30, 2020
|
| | | | 21,898,400 | | | | | | 21,898,400 | | |
Pro forma
|
| | | | 150,605,655 | | | | | | 137,384,591 | | |
| | | | ||||
Payment of Longevity’s convertible promissory note (B)
|
| | | $ | (1,792) | | |
Record Longevity’s new promissory notes (C)
|
| | | | 2,360 | | |
Record 4D Pharma’s net proceeds from issuance of ordinary shares in July 2020(D)
|
| | | | 9,002 | | |
To reflect the payment of certain transaction costs at Merger closing (H)
|
| | | | (1,389) | | |
Release of marketable securities held in Trust Account to cash (I)
|
| | | | 14,506 | | |
Payment of one of Longevity’s new promissory notes at Merger closing (J)
|
| | | | (1,860) | | |
Total
|
| | | $ | 20,827 | | |
|
| | | | ||||
4D Pharma’s estimated stock issuance transaction costs (E)
|
| | | $ | 3,856 | | |
Longevity’s estimated transaction costs and reclass of deferred underwriting expenses (F)
|
| | | | 4,008 | | |
Payment of banker’s fee with ordinary shares at Merger closing (G)
|
| | | | (3,690) | | |
To reflect the payment of certain transaction costs at Merger closing (H)
|
| | | | (1,389) | | |
Total
|
| | | $ | 2,785 | | |
| | | | ||||
Payment of Longevity’s convertible promissory note (B)
|
| | | $ | (1,792) | | |
Record Longevity’s new promissory notes (C)
|
| | | | 2,360 | | |
Payment of one of Longevity’s new promissory notes at Merger closing (J)
|
| | | | (1,860) | | |
Payment of one of Longevity’s new promissory notes with issuance of ordinary shares at Merger closing (K)
|
| | | | (500) | | |
Total
|
| | | $ | (1,792) | | |
| | | | ||||
Conversion of Longevity’s shares subject to redemption to ordinary shares (A)
|
| | | $ | 6,409 | | |
Record 4D Pharma’s net proceeds from issuance of common stock in July 2020 (D)
|
| | | | 69 | | |
Payment of banker’s fee with ordinary shares at Merger closing (G)
|
| | | | 10 | | |
Eliminate Longevity’s pre-merger ordinary shares (L)
|
| | | | (12,038) | | |
To record the fair value of shares in the stock transaction (M)
|
| | | | 97 | | |
Total
|
| | | $ | (5,453) | | |
| | | | ||||
Record 4D Pharma’s net proceeds from issuance of ordinary shares in July 2020 (D)
|
| | | $ | 8,933 | | |
4D Pharma’s estimated stock issuance transaction costs (E)
|
| | | | (3,856) | | |
Payment of banker’s fee with ordinary shares at Merger closing (G)
|
| | | | 3,680 | | |
Payment of one of Longevity’s new promissory notes with issuance of ordinary shares at Merger closing (K)
|
| | | | 500 | | |
To record the issuance of shares in the stock transaction (M)
|
| | | | 8,304 | | |
Total
|
| | | $ | 17,561 | | |
| | | | ||||
Longevity’s estimated transaction costs (F)
|
| | | $ | (3,008) | | |
Eliminate Longevity’s pre-merger accumulated deficit balance (L)
|
| | | | 3,637 | | |
Total
|
| | | $ | 629 | | |
Target
|
| |
Business
|
| |
Reason for Termination
|
|
Company E | | | Steel smelting and new material manufacturing | | | Financial results were not consistent with forecasting | |
Company F | | | Non-ferrous metal recycling | | | Target decided to pursue capital markets other than in the U.S. | |
Company G | | | Co-working space | | | Target decided to pursue alternative funding strategies | |
Company H | | | Mobile phone distribution | | | Parties could not agree on valuation | |
Company I | | | Digital Marketing and Advertising | | | Longevity concluded that target would not meet listing qualifications for closing | |
Company J | | | Thermal energy storage (TES) clean-tech | | | Target’s financial statements did not meet the PCAOB audit requirement | |
Company K | | | New energy vehicle | | | Target decided to pursue alternative funding strategies | |
Company L | | | Automobile Manufacturing | | | Target decided to pursue alternative funding strategies | |
| | |
For the Six Months Ended
June 30, |
| |
For the Year Ended
December 31, |
| ||||||||||||||||||
| | | | |
2019
|
| |
2019
|
| |
2018
|
| |||||||||||||
| | | | | | | | |
(in thousands)
|
| | | | | | | |||||||||
Contractual commitments
|
| | | $ | 7,630 | | | | | $ | 3,790 | | | | | $ | 15,282 | | | | | $ | 9,958 | | |
Staff costs
|
| | | | 3,118 | | | | | | 3,210 | | | | | | 6,414 | | | | | | 5,906 | | |
Depreciation and amortization
|
| | | | 589 | | | | | | 490 | | | | | | 1,171 | | | | | | 1,427 | | |
Other MRx research costs
|
| | | | 1,170 | | | | | | 1,589 | | | | | | 2,695 | | | | | | 6,796 | | |
Other MDx research costs
|
| | | | 490 | | | | | | 571 | | | | | | 671 | | | | | | 1,251 | | |
Other manufacturing research and development costs
|
| | | | 496 | | | | | | 2,051 | | | | | | 2,960 | | | | | | 2,492 | | |
Total
|
| | | $ | 13,493 | | | | | $ | 11,701 | | | | | $ | 29,193 | | | | | $ | 27,830 | | |
| | |
For the Six Months Ended June 30,
|
| |||||||||
| | | | |
2019
|
| |||||||
| | |
(in thousands)
|
| |||||||||
Revenues
|
| | | $ | 239 | | | | | $ | — | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | | 13,493 | | | | | | 11,701 | | |
General and administrative expenses
|
| | | | 5,509 | | | | | | 5,400 | | |
Foreign currency losses (gains)
|
| | | | (1,491) | | | | | | 148 | | |
Total operating expenses
|
| | | | 17,511 | | | | | | 17,249 | | |
Operating loss
|
| | | | (17,272) | | | | | | (17,249) | | |
Other income (expense), net | | | | | | | | | | | | | |
Interest income
|
| | | | 6 | | | | | | 84 | | |
Interest expense
|
| | | | (1) | | | | | | (1) | | |
Other income
|
| | | | 2,502 | | | | | | 2,720 | | |
Change in fair value of contingent consideration payable
|
| | | | — | | | | | | (252) | | |
Total other income (expense), net
|
| | | | 2,507 | | | | | | 2,551 | | |
Net loss
|
| | | $ | (14,765) | | | | | $ | (14,698) | | |
| | |
For the Year Ended
December 31, |
| |||||||||
| | | | |
2018
|
| |||||||
| | |
(in thousands)
|
| |||||||||
Revenues
|
| | | $ | 269 | | | | | $ | — | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | | 29,193 | | | | | | 27,830 | | |
General and administrative expenses
|
| | | | 10,380 | | | | | | 11,294 | | |
Foreign currency losses (gains)
|
| | | | 957 | | | | | | (234) | | |
Total operating expenses
|
| | | | 40,530 | | | | | | 38,890 | | |
Operating loss
|
| | | | (40,261) | | | | | | (38,890) | | |
Other income (expense), net | | | | | | | | | | | | | |
Interest income
|
| | | | 78 | | | | | | 379 | | |
Interest expense
|
| | | | — | | | | | | (3) | | |
Other income
|
| | | | 6,883 | | | | | | 6,378 | | |
Change in fair value of contingent consideration payable
|
| | | | 2,967 | | | | | | (465) | | |
Total other income (Expense), net
|
| | | | 9,928 | | | | | | 6,289 | | |
Net loss
|
| | | $ | (30,333) | | | | | $ | (32,601) | | |
| | |
For the Six Months Ended
June 30, |
| |
For the Year Ended
December 31, |
| ||||||||||||||||||
| | | | |
2019
|
| |
2019
|
| |
2018
|
| |||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Cash used in operating activities
|
| | | $ | (17,597) | | | | | $ | (17,011) | | | | | $ | (28,683) | | | | | $ | (30,158) | | |
Cash (used in) provided by investing activities
|
| | | | (221) | | | | | | 12,795 | | | | | | 12,283 | | | | | | 35,951 | | |
Cash provided by (used in) financing activities
|
| | | | 26,391 | | | | | | (6) | | | | | | (14) | | | | | | (13) | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | (1,191) | | | | | | 147 | | | | | | 1,000 | | | | | | (1,386) | | |
Net increase (decrease) in cash and cash equivalents
|
| | | $ | 7,382 | | | | | | (4,075) | | | | | $ | (15,414) | | | | | $ | 4,394 | | |
| | |
Payments Due by Period
|
| |||||||||||||||||||||
Description
|
| |
Total
|
| |
Less Than
One Year |
| |
1 – 3
Years |
| |
3 – 5
Years |
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Operating lease obligations
|
| | | $ | 2,108 | | | | | $ | 299 | | | | | $ | 918 | | | | | $ | 891 | | |
Total
|
| | | $ | 2,108 | | | | | $ | 299 | | | | | $ | 918 | | | | | $ | 891 | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Executive Officers: | | | | | | | |
Duncan Peyton | | |
50
|
| | Chief Executive Officer, and Director | |
Alexander Stevenson | | |
49
|
| | Chief Scientific Officer, and Director | |
Richard Avison | | |
43
|
| | Group Finance Director | |
Non-Executive Directors: | | | | | | | |
Prof. Axel Glasmacher | | |
60
|
| | Non-Executive Director Chairman | |
Dr. Edgardo (Ed) Baracchini | | |
61
|
| | Non-Executive Director | |
Dr. Alexander (Sandy) Macrae | | |
58
|
| | Non-Executive Director | |
Dr. Katrin Rupalla | | |
53
|
| | Non-Executive Director | |
Name
|
| |
Base
Salary |
| |
Taxable
Benefits(1) |
| |
Pension(2)
|
| |
Total
|
| ||||||||||||
| | |
($ in thousands)
|
| |||||||||||||||||||||
Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | $ | 129.3 | | | | | $ | 2.9 | | | | | $ | — | | | | | $ | 132.2 | | | |
Alexander Stevenson(4)
|
| | | | 129.3 | | | | | | 2.9 | | | | | | — | | | | | | 132.2 | | |
Non-Executive Directors: | | | | | | | | | | | | | | | | | | | | | | | | | |
Prof. Axel Glasmacher
|
| | | | 64.6 | | | | | | — | | | | | | — | | | | | | 64.6 | | |
Dr. Edgardo (Ed) Baracchini
|
| | | | 64.6 | | | | | | — | | | | | | — | | | | | | 64.6 | | |
Dr. Alexander (Sandy) Macrae
|
| | | | 64.6 | | | | | | — | | | | | | — | | | | | | 64.6 | | |
Dr. Katrin Rupalla(5)
|
| | | | 19.6 | | | | | | — | | | | | | — | | | | | | 19.6 | | |
David Norwood(6)
|
| | | | 10.6 | | | | | | — | | | | | | — | | | | | | 10.6 | | |
Thomas Engelen(7)
|
| | | | 12.2 | | | | | | — | | | | | | — | | | | | | 12.2 | | |
| | |
Amount and Nature of
Beneficial Ownership |
| |||||||||
Name of Beneficial Owner
|
| |
Number
of Shares |
| |
Percentage
Owned (%) |
| ||||||
Whale Management Corporation(2)(3)
|
| | | | 1,250,000 | | | | | | 47.6% | | |
Matthew Chen(2)(3)
|
| | | | 1,250,000 | | | | | | 47.6% | | |
Teddy Zheng(4)(5)
|
| | | | — | | | | | | *% | | |
Alex Lyamport(6)
|
| | | | — | | | | | | *% | | |
Nicholas H. Adler(7)
|
| | | | — | | | | | | *% | | |
Jerry L Hutter(8)
|
| | | | — | | | | | | *% | | |
Pai Liu(4)(9)
|
| | | | — | | | | | | *% | | |
Jun Liu(4)(10)
|
| | | | — | | | | | | *% | | |
Yukman Lau(4)(11)
|
| | | | — | | | | | | *% | | |
All directors and executive officers as a group
|
| | | | 1,250,000 | | | | | | 47.6% | | |
| | |
Amount and Nature of Beneficial Ownership
|
| |||||||||
Name of Beneficial Owner
|
| |
Number of
Shares |
| |
Percentage Owned (%)
|
| ||||||
Entities affiliated with Steven Olivera(1)
|
| | | | 20,132,188 | | | | | | 14.68% | | |
Merck & Co.(2)
|
| | | | 11,491,500 | | | | | | 8.49% | | |
| | | | 9,026,501 | | | | | | 6.83% | | | |
Alexander Stevenson(4)
|
| | | | 8,984,562 | | | | | | 6.80% | | |
Axel Glasmacher(5)
|
| | | | 30,000 | | | | | | *% | | |
| | | | 838 | | | | | | *% | | | |
Edgardo Baracchini
|
| | | | — | | | | | | *% | | |
Katrin Rupalla
|
| | | | — | | | | | | *% | | |
Sandy Macrae
|
| | | | — | | | | | | *% | | |
All directors and executive officers as a group (7 persons)(7)
|
| | | | 18,041,901 | | | | | | 13.59% | | |
|
Current Rights of Longevity Shareholders
|
| |
Current Rights of 4D Shareholders
|
|
| Voting Rights | | |||
| | | | Under English law, a shareholder who is present in person and entitled to vote at a shareholders’ meeting is entitled to one vote on a show of hands regardless of the number of shares he or she holds. Every proxy present who has been duly appointed by a shareholder entitled to vote on the resolution has one vote. | |
| Under Longevity’s memorandum and articles of association, subject to any rights or restrictions attached to any shares, at any meeting of shareholders on a show of hands every shareholder who is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy shall have one vote and on a poll every shareholder present in person (or, in the case of a shareholder being a corporation, by its duly appointed representative) or by proxy shall have one vote for each share which such shareholder is the holder. Voting at any meeting of the shareholders is by show of hands unless a poll is demanded. A poll may be required if the chairman of the meeting has any doubt as to its outcome or, if the chairman does not so require, a poll may be, demanded by a shareholder present in person or by proxy if the shareholder disputes the outcome of the vote | | |
Under English law, a vote by a poll may generally be demanded by (i) not less than five shareholders having the right to vote on the resolution; or (ii) any shareholder or shareholders representing at least 10% of the total voting rights of all the shareholders having the right to vote on the resolution; or (iii) any shareholder or shareholders, holding shares conferring a right to vote on the resolution, being shares on which the aggregate sum paid up is equal to not less than 10% of the total sum paid up on all the shares.
4D Pharma’s articles of association provide that resolutions put to a vote at a shareholder meeting will be decided on a show of hands, unless a poll is demanded by:
(1)
the chairman of the meeting;
(2)
not less than five members present in person or by proxy and entitled to vote;
(3)
a member or members present in person or by proxy and representing in aggregate not less than one-tenth of the total voting rights of all the members having the right to vote; or
|
|
|
Current Rights of Longevity Shareholders
|
| |
Current Rights of 4D Shareholders
|
|
| | | |
(4)
a member or members present in person or by proxy and holding shares in 4D Pharma conferring a right to vote on the resolution, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares.
|
|
| | | | A demand for a poll may be withdrawn with the consent of the chairman of the meeting at any time before the close of the meeting or the taking of the poll, whichever is the earlier. A demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made. | |
| | | | Under English law an ordinary resolution means a resolution that is passed by a simple majority (i.e. not less than 50%) of those shareholders present at a general meeting in person or by proxy. A resolution passed at a meeting on a show of hands is passed by a simple majority if it is passed by a simple majority of the shareholders present in person or by proxy and entitled to vote on it. A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by members representing a simple majority of the total voting rights of members who (being entitled to do so) vote in person or by proxy on the resolution. | |
|
There is no concept under BVI law of a “special resolution” and any resolution of shareholders may be passed by a simple majority of votes cast unless the memorandum and articles of association of a company specify a higher majority.
In relation to resolutions of shareholders, Longevity’s memorandum and articles provide that:
—
prior to the consummation of a business combination in relation to any resolution seeking to amend or vary the rights of the ordinary shares (unless such amendment or variation is for the purposes of approving, or in conjunction with, the consummation of a business combination), a resolution is passed by members holding at least 65% of the votes of the members who (being entitled to do so) vote; or
—
in all other cases, a resolution is passed by the affirmative vote of a majority of the votes of the shares being entitled to vote thereon.
|
| | Under English law a special resolution means a resolution passed by a majority of not less than 75% of those shareholders present at a general meeting in person or by proxy. A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of the votes cast by shareholders present in person or by proxy and entitled to vote on it. A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who (being entitled to do so) vote in person or by proxy on the resolution. The resolution is not a special resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution, and if the notice of the meeting so specified, the resolution may only be passed as a special resolution. | |
| Under BVI law, a shareholder entitled to attend and vote at a meeting is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote at a meeting of shareholders of the company. | | | Under English law, any shareholder entitled to attend and vote at a meeting is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote at a meeting of shareholders of the company. | |
|
Current Rights of Longevity Shareholders
|
| |
Current Rights of 4D Shareholders
|
| | ||
| Under BVI law, the quorum for a meeting of shareholders is that fixed by the memorandum and articles of the company or, if no such quorum is fixed, then shareholders (or their proxy) holding at least 50% of the votes constitutes a quorum for a meeting of members. Longevity’s memorandum and articles expressly adopt the basic statutory position such that a meeting of Longevity Shareholders is quorate if at the commencement of the meeting there are present in person or by proxy, shareholders entitled to exercise at least 50% of the votes. | | | Generally, under English law, two shareholders present in person or by proxy constitute a quorum for the purpose of a general meeting of shareholders, unless the company’s articles of association specify otherwise. 4D Pharma’s articles of association specify that two members present in person or by proxy and entitled to vote constitute a quorum for all purposes. | | | ||
| Shareholder Proposals and Shareholder Nominations of Directors | | | | | |||
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Under BVI law, the directors of a company are required to convene a shareholder meeting upon written request by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is requested, unless the memorandum and articles of the company specify a lesser percentage.
Longevity’s memorandum and articles follow the basic position and require that the directors of Longevity shall call convene a meeting of shareholders upon the written request of shareholders entitled to exercise 30% or more of the voting rights in respect of the matter for which the meeting is requested.
The directors convening a meeting of members must give not less than 10 and not more than 60 days’ written notice of such meeting to those members who are entitled to vote at the meeting.
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Under English law, shareholders may require the directors to call a general meeting of shareholders of the company and may specify the text of a resolution be voted on at that meeting if the request is made by either: (i) shareholders holding at least 5% of the total voting rights, or (ii) by at least 100 shareholders who have a relevant right to vote and hold shares in the company on which there has been paid up an average sum, per shareholder, of at least £100.
Shareholders may also require the company to circulate to members of the company entitled to receive notice of a general meeting, a statement of not more than 1,000 words with respect to (i) a matter referred to in a proposed resolution to be dealt with at that meeting, or (ii) other business to be deal with at that meeting. A company is required to circulate such a statement once it has received requests from shareholders (in line with the thresholds outlined above).
Resolutions to appoint directors to a public company such as 4D Pharma must be put to shareholders on the basis of one resolution for each nominated director. A single resolution to appoint two or more directors must not be proposed to be voted upon at a general meeting unless a resolution that it should be so made has first been agreed to by the general meeting without any vote being given against it.
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| Sources and Payment of Dividends | | | |||||
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Generally speaking, BVI law does not impose:
—
restrictions on the sources from which a company may pay a distribution; or
—
maintenance of capital rules,
similar to those under English law.
Subject to any additional restrictions in the memorandum and articles of a company, BVI law allows the directors of a company such as Longevity
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| | Generally speaking, and subject to the prior rights of holders of any preferred shares, under English law, a company may pay dividends on its ordinary shares only out of its distributable profits (defined as accumulated, realized profits not previously utilized by distribution or capitalization, less accumulated, realized losses so far as not previously written off in a reduction or reorganization) and not out of share capital, which includes share premiums | | |
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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to authorise and pay a dividend or other distribution subject only to them satisfied on reasonable grounds that the company will, immediately after the distribution is made, satisfy the following tests (the Solvency Test):
—
the value of its assets will exceed its liabilities; and
—
it will be able to pay its debts as they fall due.
Any dividend or other distribution paid or made at a time when a company did not, immediately after the dividend or other distribution, satisfy the solvency test may be subject to “claw-back” by the company. However, the company cannot recover such a dividend or other distribution if: (i) the shareholder received it in good faith and without knowledge of the company’s failure to satisfy the solvency test; (ii) the member has altered it position in reliance on the validity of the distributions; and (iii) it would be unfair to require repayment in full or at all.
Longevity’s memorandum and articles authorize the directors of the company to pay out distributions by way of a resolution of directors provided that immediately after the distribution is made, the Company satisfies the Solvency Test.
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(paid-in surplus).
Amounts credited to the share premium account (representing the excess of the consideration for the issue of shares over the aggregate nominal amount of such shares) may not be used to pay out cash dividends but may be used, among other things, to pay up unissued shares that may then be distributed to shareholders in proportion to their holdings as fully paid bonus shares.
In addition, under English law, 4D Pharma will not be permitted to make a distribution if, at the time, the amount of its net assets is less than the aggregate of its issued and paid-up share capital and undistributable reserves.
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| | | | If recommended by the 4D Pharma Board, 4D shareholders may, by ordinary resolution, declare final dividends, but no dividend may be declared in excess of the amount recommended by the 4D Pharma Board. The 4D Pharma Board has the power under 4D Pharma’s articles of association to pay interim dividends without the approval of shareholders to the extent the financial position of 4D Pharma justifies a dividend in the opinion of the 4D Pharma Board. | |
| Rights of Purchase and Redemption | | |||
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Under BVI law, a company may issue redeemable shares if specifically authorised to do so by its memorandum and articles, subject to any conditions stated therein. Furthermore, BVI law allows a company to purchase, redeem or otherwise acquire any of the company’s shares subject to the provisions of the memorandum and articles and, to the extent not dis-applied in the BVI Companies Act. Longevity’s memorandum and article confer the company’s ability to purchase or redeem its own ordinary shares from shareholders and the possibility for preferred shares to be issued with rights of redemption.
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Under English law, a company may issue redeemable shares if specifically authorized to do so by its articles of association, subject to any conditions stated therein. 4D Pharma’s articles of association permit the issuance of redeemable shares; however, 4D Pharma has not issued any redeemable shares.
Under English law, a company may purchase its own shares in certain specific instances, including if the purchase has first been approved by a special resolution of its shareholders. 4D Pharma’s articles of association authorize 4D Pharma to purchase its own shares. A resolution passed at 4D Pharma’s annual general meeting on 30 June 2020 provides the
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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Under BVI law and subject to the company’s memorandum, where a company seeks to purchase, redeem or otherwise acquire its own shares the director’s of the company must be satisfied that the company will pass the Solvency Test immediately after the purchase, redemption or acquisition — unless, amongst other exceptions, the shares are redeemed pursuant to a right of the holder to have his shares redeemed or shares are fully paid and surrendered for nil consideration.
Longevity is permitted by it memorandum and articles to purchase, redeem or otherwise acquire and hold its own shares provided consent from the members whose shares are being purchased, redeemed or otherwise acquired is obtained. In certain cases, Longevity is also positively required under its memorandum and articles to redeem certain of its shares at a set price.
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| | directors with authority to purchase up to 10% of the ordinary shares of the company in issue at the close of business on 4 June 2020, being the date of publication of the notice convening the annual general meeting. | |
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Under English law, a company may redeem or repurchase shares only if the shares are fully paid and, in the case of public companies, only out of (i) distributable profits, or (ii) the proceeds of a new issue of shares made for the purpose of the repurchase or redemption.
The U.K. Financial Conduct Authority requires that purchases of 15% or more of any class of a company’s share capital must be by way of a tender offer to all shareholders of that class and unless a tender offer is made to all holders of the class, purchases by a listed company of less than 15% of any class of its share capital pursuant to a general authority granted by its shareholders may only be made if the company complies with certain limits on the price paid for the shares.
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| Meetings of Shareholders | | |||
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Under BVI law, unless a company’s memorandum and articles prescribe a lower figure, a meeting of shareholders may be requisitioned by shareholders entitled to exercise at least 30% of the voting rights in respect of the matter for which the meeting is to be called.
Longevity’s memorandum and articles prescribe that a meeting of shareholders may be requisitioned by written request of shareholders entitled to exercise 30% or more of the voting rights.
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| | Under English law, a general meeting of shareholders may be called by the board of directors of a company. Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings of the company may require the directors to call a general meeting of the company. The notice requirements for general meetings of the company are as follows: (i) annual general meeting: at least 21 clear days’ notice; (ii) any other general meeting: at least 14 clear days’ notice. | |
| The directors convening a meeting of shareholders must give no less than 10 and no more than 60 days’ written notice of such meeting to those members who are entitled to vote at the meeting. A meeting of shareholders held in contravention of the | | | General meetings may be called upon shorter notice with the agreement of (i) in the case of an annual general meeting, all the shareholders who are permitted to attend and vote, or (ii) in the case of any other general meeting, a majority of the | |
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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| requirement to give notice can still be valid if members holding at least 90% of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting. | | | shareholders holding at least 95% by nominal value of the shares giving the right to attend and vote at the meeting. | |
| The inadvertent failure of a director who convenes a meeting to give notice of a meeting to a member or another director, or the fact that a member or another director has not received notice, does not invalidate the meeting. | | | “Clear days’ notice” means calendar days and excludes (i) the deemed date of receipt of the notice, and (ii) the date of the meeting itself. 4D Pharma’s articles of association provide that documents sent by first class post are deemed received 24 hours after mailing and, if not sent by first class post, 48 hours after mailing. | |
| Special Meetings of Shareholders | | |||
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There is no concept of a “special resolution” as such under BVI law and any resolution of shareholders may be passed by a simple majority (subject to limited exceptions) of votes cast unless the company’s memorandum and articles specify a higher majority.
As noted above, in relation to resolutions of shareholders, Longevity’s memorandum and articles provide that:
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prior to the consummation of a business combination in relation to any resolution seeking to amend or vary the rights of the ordinary shares (unless such amendment or variation is for the purposes of approving, or in conjunction with, the consummation of a business combination), a resolution is passed by members holding at least 65% of the votes of the members who (being entitled to do so) vote; or
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in all other cases, a resolution is passed by the affirmative vote of a majority of the votes of the shares being entitled to vote thereon.
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“Special resolutions” generally involve proposals to change the name of the company, alter its capital structure, change or amend the rights of shareholders, permit the company to issue new shares for cash without applying the shareholders’ pre-emptive rights, amend the company’s articles of association, or carry out other matters where either the company’s articles of association or the U.K. Companies Act prescribe that a “special
resolution” is required.
Other proposals relating to the ordinary course of the company’s business, such as the election of directors, would generally be proposed as an ordinary resolution.
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| Pre-emptive Rights | | |||
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BVI law does not confer mandatory pre-emption rights on shareholders in relation to the issue of new shares unless these are expressly adopted by the memorandum and articles of the company.
Longevity’s memorandum and articles of association do not include or adopt pre-emptive rights provisions.
Under BVI law, there is no requirement for a company to hold an annual general meeting (AGM) although an AGM may be required under the company’s M&A.
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| | Under English law, the issuance for cash of (i) equity securities, being those shares in a company which, with respect to dividends or capital, carry a right to participate beyond a specified amount in a distribution, or (ii) rights to subscribe for or convert into equity securities, must be offered first to the existing equity shareholders in proportion to the respective nominal values of their holdings, unless a special resolution to the contrary has been passed by shareholders in a general meeting. | |
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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| Longevity’s M&A provide that following consummation of the business combination, an AGM shall be held annually. | | | One of the resolutions passed by 4D Pharma shareholders at 4D Pharma’s annual general meeting held on 30 June 2020 provides the directors with a general and unconditional authority to allot equity securities and to grant rights to subscribe for or convert any security into shares up to a nominal amount of £91,244 by way of a rights issue. | |
| | | | The authority will expire on the date of the annual general meeting in 2021 or at the close of business on 30 September 2021 (whichever is the earlier) but, in each case, so that the company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends, and the 4D Pharma Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended. | |
| | | | One of the special resolutions passed by 4D Pharma shareholders at 4D Pharma’s annual general meeting held on 30 June 2020, provides the directors with an authority to allot equity securities for cash under the authority given by the above resolution and/or to sell ordinary shares held by 4D Pharma as treasury shares for cash as if section 561 of the U.K Companies Act did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities by way of a rights issue. In the case of the authority granted under the above resolution and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under the current resolution) of equity securities or sale of treasury shares up to a nominal amount of £54,746, such authority will apply until 4D Pharma’s annual general meeting in 2021 or until close of business on 30 September 2021 (whichever is the earlier) but in each case, during this period 4D Pharma may make offers, and enter into agreements, during the relevant period which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority end and the directors may allot equity securities under any such offer or agreement as if the authority had not ended. | |
| Amendment of Governing Provisions | | |||
| BVI law allows the memorandum and articles of a company to be amended by resolution of shareholders or, if the memorandum of association expressly authorises, by resolution of | | | Under English law, shareholders may by special resolution (i.e. the approval of not less than 75% of the votes cast) alter, delete, substitute, amend or add to the company’s articles of association. Under | |
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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directors — provided that in no circumstances shall the directors have power to amend the memorandum or articles: (A) to restrict the rights or powers of the shareholders to amend the memorandum or articles; (B) to change the percentage of shareholders required to pass a resolution to amend the memorandum or articles; or (C) in circumstances where the memorandum or articles cannot be amended by the members.
Longevity’s memorandum of association allows amendments to the memorandum and articles to be made by a resolution of shareholders or by a resolution of directors, except that:
(a)
no amendment may be made by a resolution of directors in respect of: (i) any of the matters referred to at (A) through (C) above; (ii) any those provisions of the memorandum in respect of class rights; or (iii) those provisions of the articles of association of the company dealing with the date by which it must consummate its initial business combination and its obligation to redeem certain of the ordinary shares in respect therewith; and
(b)
no amendment at all may be made those provisions of the articles of association of the company dealing with the date by which it must consummate its initial business combination and its obligation to redeem certain of the ordinary shares in respect therewith unless the holders of the ordinary shares issued by Longevity in its initial public offering are given the opportunity to redeem their shares.
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English law, the board of directors is not authorized to change the articles of association. See “— Share Class Rights” below.
Amendments affecting the rights of the holders of any class of shares may, depending on the rights attached to the class and the nature of the amendments, also require approval by special resolution of the classes affected in separate class meetings. See “— Share Class Rights” below.
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| Preference Shares | | |||
| Longevity’s M&A provide that the directors have the authority and the power by resolution of directors to authorise and create additional classes of shares which such rights as they may determine. Longevity currently holds ordinary and preferred shares. | | | 4D Pharma’s articles of association provide that, subject to any rights attached to existing ordinary shares, any share may be issued with or have attached to it such rights and restrictions as the company may by ordinary resolution decide or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the 4D Pharma Board may decide. 4D Pharma currently has ordinary and deferred shares (which have no rights) in issue. | |
| Share Class Rights | | |||
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Longevity’s M&A provide that:
(1)
unless the proposed variation of rights is for the purposes of approving, or in conjunction
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| | 4D Pharma’s articles of association provide that, subject to the provisions of the U.K. Companies Act: | |
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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with, the consummation of a business combination, prior to a business combination but subject always to a resolution of shareholders, the rights attached to ordinary shares may only be varied by a resolution passed at a meeting by the holders of at least 65% of the total number of ordinary shares that have voted and are entitled to vote unless otherwise provided by the terms of issue of such class;
(2)
in the case of a proposed variation that (i) is for the purposes of approving or in conjunction with, the consummation of a business combination; or (ii) is after the consummation of a business combination, the rights attached to the ordinary shares may only be varied by a resolution passed at a meeting by the holders of more than 50% of the ordinary shares present at a meeting of members which were present at the meeting and voted; and
(3)
the rights attached to any preferred shares in issue may only be varied by resolution passed at a meeting by the holder of more than 50% of the preferred shares of the same class present at a meeting of members holding preferred shares which were present at the meeting and voted.
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(1)
all or any rights of any class of shares may only be varied with the consent in writing of holders of 75% of the nominal value of the issued shares of that class or by a special resolution passed at a separate class meeting of the holders of shares of that class;
(2)
the quorum required for the separate class meetings is at least two persons who hold, or act as proxies for, at least one third of the nominal value of the issued shares of that class, except that at any adjourned meeting one shareholder or his proxy constitutes a quorum, regardless of the number of shares that person holds;
(3)
every holder of shares of that class present in person or by proxy and entitled to vote shall be entitled, on a poll, to one vote in respect of each share held; and
(4)
a poll may be demanded at a separate class meeting by any person present in person or by proxy and entitled to vote.
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| | | | Unless otherwise expressly provided by the terms of their issue, the special rights attached to any class of shares are not deemed to be varied by the creation or issue of further shares ranking equally with them. | |
| Shareholders’ Votes on Certain Transactions | | |||
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Subject to a company’s memorandum and articles, BVI law permits a company to merge with another company provided each BVI company involved in the merger has paid its annual government filing fee and is in good standing with the Registrar of Corporate Affairs in the BVI.
In general, the directors and members of each merging BVI company will need to approve the company’s entry into the merger, unless the merger is between a parent company and its subsidiary.
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The U.K. Companies Act only permits mergers in specified limited circumstances. However,
the U.K. Companies Act provides for schemes of arrangement which are arrangements or compromises between a company and any class of shareholders or creditors. Schemes of arrangement are used in certain types of restructurings, amalgamations, capital reorganizations and takeovers.
These arrangements require:
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the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders or creditors representing 75% in value of the capital held by, or debt owed to, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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the approval of the court.
Certain other types of extraordinary transactions such as certain capital reorganizations also require approval by shareholders (either by a majority or at least 75% of the votes cast in person or by proxy, depending on the type of transaction), while other types of transactions, including asset sales and tender offers, often do not require shareholder approval.
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| Rights of Inspection | | |||
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Under BVI law, shareholders have, subject to giving written notice to the company, the right to inspect:
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the memorandum and articles;
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the register of members and directors; and
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minutes of meetings and resolutions of members and those classes of members of which he is a member.
Subject to the memorandum and articles, the directors may, if they are satisfied that it would be contrary the company’s interests to allow a member to inspect any document, or part of a document, refuse to permit the member to inspect the document or limited the inspection of the document, including limiting the making of copies or the taking of extracts from the records.
A company’s memorandum and articles must be registered at the BVI Registry of Corporate Affairs and no amendment thereto or restatement thereof is itself effective unless also so registered.
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Under the U.K. Companies Act shareholders have rights of inspection, including the right to:
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inspect and obtain copies (for a fee) of the minutes of all general meetings of the company and all resolutions of members passed other than at a general meeting;
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inspect copies of the register of members, register of directors, register of secretaries and other statutory registers maintained by the company;
•
receive copies of the company’s annual report and accounts for each financial year; and
•
receive notices of general meetings of the company.
A company’s articles of association must be registered at Companies House and are therefore open to public inspection.
4D Pharma’s shareholders do not have any right to inspect board minutes of the company.
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| Standard of Conduct for Directors | | |||
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BVI law states a director in exercising his powers or performing his duties shall act honestly and in good faith and in what the director believes to be in the best interests of the company.
However, BVI law also provides that:
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a director of a company that is a wholly owned subsidiary may, when exercising powers or performing duties as a director, if expressly permitted to do so by the memorandum or articles of the company, act in a manner which he believes is the interests of its parent even if not in the best interests of the subsidiary; and
—
a director of a joint venture, when exercising powers or performing duties as a director, if expressly permitted to do so by the memorandum or articles of the company, to act in the best interests of a shareholder or
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Under English law, a director has a broad statutory duty to act in the way he or she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole. In addition, there are specific obligations:
(1)
to avoid an actual or potential conflict between his duty to the company and duties to any other person or his or her own personal interests, and to declare any existing interests that may conflict with a proposed transaction or arrangement of the company;
(2)
not to accept a benefit from a third party conferred by reason of his being a director, or his doing (or not doing) anything as a director;
(3)
to act bona fide in what he or she considers is in the interests of the company as a whole, bearing in mind a number of different matters;
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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shareholders even if not in the best interests of the company.
Although not relevant in its present state, the articles of association of Longevity do permit its directors to regard to the interests of its holding company if it should ever become a wholly owned subsidiary.
BVI law further states that a director, when exercising powers or performing duties as a director, shall exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances, taking into account, but without limitation:
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the nature of the company;
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the nature of the decision; and
—
the position of the director and the nature of the responsibilities undertaken by him.
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(4)
to exercise his or her powers only in accordance with the articles of association of the company;
(5)
to exercise independent judgment; and
(6)
to exercise reasonable care, skill and diligence. This test is both subjective (i.e., was the director’s conduct that of a reasonably diligent person who has the knowledge and experience of the director) and objective (i.e., was the director’s conduct that of a reasonably diligent person having the knowledge and experience that a director holding that position should have).
4D Pharma’s articles of association provide that the 4D Pharma Board may in specified circumstances authorize any matter that would otherwise involve a director breaching his duty under the U.K.
Companies Act to avoid a conflict of interest. The articles of association also provide that, subject to authorization of such conflict, a director may retain any benefit derived by reason of that interest.
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| Removal of Directors | | |||
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Under BVI law, unless the company’s memorandum and articles state otherwise, the shareholders have the right to remove directors by resolution of shareholders.
Longevity’s M&A provide that a director may be removed from office with or without cause by:
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(following the consummation of the initial business combination but not at an any time before) a resolution of shareholders passed at a meeting of members called for the purposes of removing the director; or
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(immediately prior to the consummation of the initial public offering), a resolution of directors.
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Under the U.K. Companies Act, a company may remove a director without cause by ordinary resolution, irrespective of anything in any agreement between the director and the company, provided that 28 clear days’ notice of the proposed resolution to remove the director is given to the company and certain other procedural requirements under the U.K. Companies Act are followed.
4D Pharma’s articles of association provide that in addition to any power of removal conferred by the U.K. Companies Act, the company may by special resolution (i.e. a resolution approved by 75% of the votes cast in person or by proxy) remove any director before the expiration of his period of office.
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| Vacancies on the Board of Directors | | |||
| Under Longevity’s memorandum and articles of association, Longevity may by a majority of the directors appoint a director to fill in any vacancy. Where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who ceased to be a director ceased to hold office. | | |
Under 4D Pharma’s articles of association, 4D Pharma may by ordinary resolution of its shareholders appoint a person to be a director:
(i)
to fill a casual vacancy; or
(ii)
to become an additional director,
subject to the requirement of the articles of association that there be no less than two and no more than ten directors at any time.
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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| Liability of Directors and Officers | | |||
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No provision in the memorandum or articles or in any agreement entered into by a company may relieve a director for a duty to act in accordance with his duties under the Companies Act, the memorandum and articles or from any personal liability arising from his management of the business and affairs of the company.
The Companies Act and the memorandum of articles of Longevity however allow for a director to be indemnified in respect of costs suffered in connection with proceedings relating to his position, provided that the director was acting honestly, in good faith and in the best interests of the company and, in the case of criminal proceedings, the director has no reasonable cause to believe that his conduct was unlawful.
Longevity’s memorandum and articles also permit the company to purchase and maintain insurance, purchase or furnish similar protection or make other arrangements against any liability asserted against the person and incurred by him in that capacity, whether or not the company has or would have had the power to indemnify him against the liability as provided in the memorandum and articles.
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Under the U.K. Companies Act, any provision (whether contained in a company’s articles of association or any contract or otherwise) that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company, is void.
Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company or of an associated company against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director, is also void except as permitted by the U.K. Companies, which provides exceptions for a company to (i) purchase and maintain insurance against such liability; (ii) provide a “qualifying third party indemnity” (being an indemnity against liability incurred by the director to a person other than the company or an associated company as long as he or she is successful in defending
the claim or criminal proceedings); and (iii) provide a “qualifying pension scheme indemnity” (being an indemnity against liability incurred in connection with the company’s activities as trustee of an occupational pension plan).
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| | | | The U.K. Companies Act permits companies to purchase and maintain insurance for directors against any liability arising from negligence, default, breach of duty or breach of trust in relation to the company. 4D Pharma maintains directors’ and officers’ liability insurance. | |
| Disclosure of Interests | | |||
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Under BVI law, a director of a company has a duty to disclose any interest that he may have in a transaction. Failure to do so may render the transaction to be deemed void and the director fined. Having disclosed his interest permits the intended director to attend and vote on the approval of that transaction. A director however is not required to disclose such interest if:
—
the transaction is between the director and the company; and
—
the transaction is to be entered into in the ordinary course of the company’s business and on usual terms and conditions.
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| | The U.K. Disclosure Guidance and Transparency Rules provide that anyone who acquires a material interest, or becomes aware that he has acquired a material interest, in 3% or more of any class of shares of a public company’s issued share capital carrying rights to vote at general meetings of shareholder must notify that company in writing of his interest within two days. Thereafter, any increase or decrease of a whole percentage point and any decrease that reduces the interest to below 3% must be notified in writing to the company. This requirement applies to all 4D Pharma shareholders. | |
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Current Rights of Longevity Shareholders
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Current Rights of 4D Shareholders
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| Longevity’s memorandum and articles provide that so long as a director has disclosed his interest in the transaction, he may vote on a matter relation to the transaction. | | | 4D Pharma is required pursuant to the AIM Rules for Companies to disclose in its annual report and on its website the identity and share interests of its directors and any persons connected with them, as defined in the U.K. Companies Act, and of any person with an interest of 3% or more of 4D Pharma’s ordinary shares. | |
| | | | Pursuant to the Market Abuse Regulation (EU 596/2014), persons discharging managerial responsibilities (being directors and certain senior executives), and their connected persons, must notify a public company such as 4D Pharma in writing of the occurrence of all transactions conducted on their own account in the shares of the company, or derivatives or any other financial instruments relating to those shares within four business days of the day on which the transaction occurred. The notification must contain prescribed information, including the name of the person involved, the type of transaction, the date on which it occurred, and the price and volume of the transaction. The public company must notify a regulatory news service (which will make the information public) of any information notified to it in accordance with these provisions. The notification to a regulatory news service must be made as soon as possible and in any event by no later than the end of the business day following the receipt of the information by the company. | |
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2018
|
| |||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 5,031 | | | | | $ | 20,445 | | |
Short-term investments and other cash deposits
|
| | | | — | | | | | | 12,958 | | |
Research and development tax credits receivable
|
| | | | 7,049 | | | | | | 5,973 | | |
Prepayments and other current assets
|
| | | | 2,705 | | | | | | 2,854 | | |
Total current assets
|
| | | | 14,785 | | | | | | 42,230 | | |
Property and equipment, net
|
| | | | | | | | | | | | |
Owned assets
|
| | | | 5,596 | | | | | | 6,196 | | |
Right-of-use asset (operating leases)
|
| | | | 1,251 | | | | | | — | | |
Intangible assets, net
|
| | | | 6,296 | | | | | | 6,358 | | |
Goodwill
|
| | | | 12,651 | | | | | | 12,625 | | |
Research and development tax credits receivable, net
|
| | | | 247 | | | | | | 174 | | |
Total assets
|
| | | $ | 40,826 | | | | | $ | 67,583 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 1,641 | | | | | $ | 2,495 | | |
Accrued expenses and other current liabilities
|
| | | | 4,235 | | | | | | 2,008 | | |
Current portion of operating lease liabilities
|
| | | | 75 | | | | | | — | | |
Contingent consideration, current
|
| | | | — | | | | | | 2,090 | | |
Deferred revenues, current
|
| | | | 538 | | | | | | — | | |
Total current liabilities
|
| | | | 6,489 | | | | | | 6,593 | | |
Long term operating lease liabilities, net
|
| | | | 1,229 | | | | | | — | | |
Contingent consideration, net
|
| | | | — | | | | | | 871 | | |
Deferred revenues, net
|
| | | | 1,720 | | | | | | — | | |
Deferred tax
|
| | | | 31 | | | | | | 33 | | |
Other liabilities
|
| | | | 170 | | | | | | 19 | | |
Total liabilities
|
| | | | 9,639 | | | | | | 7,516 | | |
Commitments and Contingencies (Note 8) | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common Stock, $0.003 par value, 87,325,042 authorized; 65,493,842 shares outstanding at December 31, 2019 and 2018
|
| | | | 266 | | | | | | 266 | | |
Additional paid in capital
|
| | | | 174,376 | | | | | | 174,036 | | |
Accumulated other comprehensive loss
|
| | | | (25,715) | | | | | | (26,828) | | |
Accumulated deficit
|
| | | | (117,740) | | | | | | (87,407) | | |
Total stockholders’ equity
|
| | | $ | 31,187 | | | | | $ | 60,067 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 40,826 | | | | | $ | 67,583 | | |
| | | | ||||||||||
| | | | |
2018
|
| |||||||
Revenues
|
| | | $ | 269 | | | | | $ | — | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | | 29,193 | | | | | | 27,830 | | |
General and administrative expenses
|
| | | | 10,380 | | | | | | 11,294 | | |
Foreign currency losses (gains)
|
| | | | 957 | | | | | | (234) | | |
Total operating expenses
|
| | | | 40,530 | | | | | | 38,890 | | |
Loss from operations
|
| | | | (40,261) | | | | | | (38,890) | | |
Other income (expense), net: | | | | | | | | | | | | | |
Interest income
|
| | | | 78 | | | | | | 379 | | |
Interest expense
|
| | | | — | | | | | | (3) | | |
Other income
|
| | | | 6,883 | | | | | | 6,378 | | |
Change in fair value of contingent consideration payable
|
| | | | 2,967 | | | | | | (465) | | |
Total other income (expense), net
|
| | | | 9,928 | | | | | | 6,289 | | |
Net loss
|
| | | | (30,333) | | | | | | (32,601) | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | 1,113 | | | | | | (3,995) | | |
Comprehensive loss
|
| | | $ | (29,220) | | | | | $ | (36,596) | | |
Net loss per common share, basic and diluted
|
| | | $ | (0.46) | | | | | $ | (0.50) | | |
Weighted-average number of common shares used in computing basic and diluted net loss per common share
|
| | | | 65,493,842 | | | | | | 65,493,842 | | |
| | |
Common stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Loss |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, December 31, 2017
|
| | | | 65,493,842 | | | | | $ | 266 | | | | | $ | 173,673 | | | | | $ | (22,833) | | | | | $ | (54,806) | | | | | $ | 96,300 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (3,995) | | | | | | | | | | | | (3,995) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (32,601) | | | | | | (32,601) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 363 | | | | | | — | | | | | | — | | | | | | 363 | | |
Balance, December 31, 2018
|
| | | | 65,493,842 | | | | | | 266 | | | | | | 174,036 | | | | | | (26,828) | | | | | | (87,407) | | | | | | 60,067 | | |
Other comprehensive income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,113 | | | | | | — | | | | | | 1,113 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (30,333) | | | | | | (30,333) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 340 | | | | | | — | | | | | | — | | | | | | 340 | | |
Balance, December 31, 2019
|
| | | | 65,493,842 | | | | | $ | 266 | | | | | $ | 174,376 | | | | | $ | (25,715) | | | | | $ | (117,740) | | | | | $ | 31,187 | | |
| | | | ||||||||||
| | | | |
2018
|
| |||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (30,333) | | | | | $ | (32,601) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 1,644 | | | | | | 1,614 | | |
Stock based compensation
|
| | | | 340 | | | | | | 363 | | |
Change in fair value of contingent consideration
|
| | | | (2,967) | | | | | | 465 | | |
Other non-cash expenses
|
| | | | 74 | | | | | | 1 | | |
Changes in assets and liabilities: | | | | | | | | | | | | | |
Prepayments and other current assets
|
| | | | 168 | | | | | | 2,735 | | |
Research and development tax credits receivable
|
| | | | (939) | | | | | | (1,678) | | |
Accounts payable
|
| | | | (903) | | | | | | 163 | | |
Deferred revenues
|
| | | | 2,197 | | | | | | — | | |
Operating lease obligations
|
| | | | (148) | | | | | | — | | |
Other liabilities and accrued expenses
|
| | | | 2,184 | | | | | | (1,220) | | |
Net cash used in operating activities
|
| | | | (28,683) | | | | | | (30,158) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Purchase of software and intangibles
|
| | | | (73) | | | | | | (5) | | |
Purchase of property and equipment
|
| | | | (681) | | | | | | (721) | | |
Acquisition of subsidiary net of cash acquired
|
| | | | — | | | | | | (887) | | |
Proceeds on disposal of assets
|
| | | | 55 | | | | | | — | | |
Maturities of short-term investments
|
| | | | 12,982 | | | | | | 37,564 | | |
Net cash provided by investing activities
|
| | | | 12,283 | | | | | | 35,951 | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Lease liability payments
|
| | | | (14) | | | | | | (13) | | |
Net cash used in financing activities
|
| | | | (14) | | | | | | (13) | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | 1,000 | | | | | | (1,386) | | |
Change in cash and cash equivalents
|
| | | | (15,414) | | | | | | 4,394 | | |
Cash and cash equivalents at beginning of year
|
| | | | 20,445 | | | | | | 16,051 | | |
Cash and cash equivalents at end of year
|
| | | $ | 5,031 | | | | | $ | 20,445 | | |
Supplemental disclosures of non-cash investing and financing activities | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 230 | | | | | $ | 1 | | |
Lease liabilities from obtaining right-of-use assets
|
| | | $ | 1,446 | | | | | $ | — | | |
| | | | ||||||||||
| | | | |
2018
|
| |||||||
Prepayments
|
| | | $ | 1,465 | | | | | $ | 1,590 | | |
VAT receivables
|
| | | | 980 | | | | | | 895 | | |
Other assets — goods to be consumed in R&D activities
|
| | | | 260 | | | | | | 369 | | |
| | | | $ | 2,705 | | | | | $ | 2,854 | | |
| | | | ||||||||||
| | | | |
2018
|
| |||||||
Cost
|
| | | | | | | | | | | | |
Property and machinery
|
| | | $ | 7,852 | | | | | $ | 7,361 | | |
Fixtures, fittings and office equipment
|
| | | | 282 | | | | | | 274 | | |
Land and buildings
|
| | | | 2,983 | | | | | | 1,462 | | |
Total cost
|
| | | | 11,117 | | | | | | 9,097 | | |
Accumulated depreciation
|
| | | | 4,270 | | | | | | 2,901 | | |
Total property and equipment, net
|
| | | $ | 6,847 | | | | | $ | 6,196 | | |
|
Balance at January 1, 2018
|
| | | $ | 13,325 | | |
|
Translation differences
|
| | | | (700) | | |
|
Balance at December 31, 2018
|
| | | | 12,625 | | |
|
Translation differences
|
| | | | 26 | | |
|
Balance at December 31, 2019
|
| | | $ | 12,651 | | |
|
| | | | ||||||||||||||||||||||
| | |
Software
|
| |
Patents
|
| |
Intellectual
Property |
| |
Total
|
| ||||||||||||
Gross amount beginning of period
|
| | | $ | 428 | | | | | $ | 1,377 | | | | | $ | 5,740 | | | | | $ | 7,545 | | |
Additions
|
| | | | 75 | | | | | | — | | | | | | — | | | | | | 75 | | |
Translation differences
|
| | | | 6 | | | | | | 41 | | | | | | 170 | | | | | | 217 | | |
Gross amount end of period
|
| | | | 509 | | | | | | 1,418 | | | | | | 5,910 | | | | | | 7,837 | | |
Disposals
|
| | | | (144) | | | | | | | | | | | | | | | | | | (144) | | |
Accumulated amortization
|
| | | | (232) | | | | | | (1,165) | | | | | | — | | | | | | (1,397) | | |
Net Book value
|
| | | $ | 133 | | | | | $ | 253 | | | | | $ | 5,910 | | | | | $ | 6,296 | | |
|
| | | | ||||||||||||||||||||||
| | |
Software
|
| |
Patents
|
| |
Intellectual
Property |
| |
Total
|
| ||||||||||||
Gross amount beginning of period
|
| | | $ | 448 | | | | | $ | 1,462 | | | | | $ | 6,097 | | | | | $ | 8,007 | | |
Additions
|
| | | | 5 | | | | | | — | | | | | | — | | | | | | 5 | | |
Translation differences
|
| | | | (25) | | | | | | (85) | | | | | | (357) | | | | | | (467) | | |
Gross amount end of period
|
| | | | 428 | | | | | | 1,377 | | | | | | 5,740 | | | | | | 7,545 | | |
Accumulated amortization
|
| | | | (224) | | | | | | (963) | | | | | | — | | | | | | (1,187) | | |
Net Book value
|
| | | $ | 204 | | | | | $ | 414 | | | | | $ | 5,740 | | | | | $ | 6,358 | | |
Year
|
| | | | | | |
2020
|
| | | $ | 261 | | |
2021
|
| | | | 109 | | |
2022
|
| | | | 16 | | |
Total
|
| | | $ | 386 | | |
| | | | ||||
Assets | | | | | | | |
Land and Buildings
|
| | | $ | 1,251 | | |
Liabilities
|
| | | | | | |
Current portion of operating lease liabilities
|
| | | | 75 | | |
Long term operating lease liabilities, net
|
| | | | 1,229 | | |
| | | | $ | 1,304 | | |
Weighted-average remaining lease term (years)
|
| | | | 7 | | |
Weighted-average discount rate
|
| | | | 13.6% | | |
| | | | ||||
2020
|
| | | $ | 299 | | |
2021
|
| | | | 300 | | |
2022
|
| | | | 301 | | |
2023
|
| | | | 317 | | |
2024
|
| | | | 319 | | |
Thereafter
|
| | | | 572 | | |
Total lease payments
|
| | | | 2,108 | | |
Less: Imputed interest
|
| | | | (804) | | |
| | | | $ | 1,304 | | |
|
| | | | ||||||||||
| | | | |
2018
|
| |||||||
Clinical trials accrued expenses
|
| | | $ | 2,561 | | | | | $ | 635 | | |
Patents and other research accruals
|
| | | | 428 | | | | | | 360 | | |
Accrued payroll expenses
|
| | | | 161 | | | | | | 124 | | |
Building and office accruals
|
| | | | 273 | | | | | | 208 | | |
Tax accruals
|
| | | | 334 | | | | | | 354 | | |
Deferred grant income
|
| | | | 52 | | | | | | — | | |
Short-term finance lease
|
| | | | 14 | | | | | | 14 | | |
Other accrued expenses
|
| | | | 412 | | | | | | 313 | | |
| | | | $ | 4,235 | | | | | $ | 2,008 | | |
| | |
Number of
Options |
| |
Weighted
Average Exercise Price |
| |
Non-Vested
Options |
| |
Weighted
Average Grant date Fair Value |
| | ||||||||||||||
Outstanding at December 31, 2017
|
| | | | 341,462 | | | | | $ | 0.0033 | | | | | | 341,462 | | | | | $ | 6.29 | | | | | |
Granted
|
| | | | 746,779 | | | | | | 0.0033 | | | | | | 746,779 | | | | | | 4.15 | | | | | |
Exercised
|
| | | | — | | | | | | 0.0033 | | | | | | — | | | | | | | | | | | |
Expired/cancelled
|
| | | | (40,909) | | | | | | 0.0033 | | | | | | (40,909) | | | | | | 11.63 | | | | ||
Outstanding at December 31, 2018
|
| | | | 1,047,332 | | | | | | 0.0033 | | | | | | 1,047,332 | | | | | | 2.88 | | | | | |
Granted
|
| | | | 538,596 | | | | | | 0.0033 | | | | | | 538,596 | | | | | | 1.16 | | | | ||
Exercised
|
| | | | — | | | | | | 0.0033 | | | | | | — | | | | | | — | | | | ||
Vested
|
| | | | — | | | | | | 0.0033 | | | | | | (9,686) | | | | | | 11.18 | | | | ||
Expired/cancelled
|
| | | | (660,340) | | | | | | 0.0033 | | | | | | (660,340) | | | | | | 3.01 | | | | ||
Outstanding at December 31, 2019
|
| | | | 925,588 | | | | | $ | 0.0033 | | | | | | 915,902 | | | | | | 1.68 | | | | | |
Options exercisable
|
| | | | 9,686 | | | | | $ | 0.0033 | | | | | | | | | | | | | | | | ||
Options vested
|
| | | | 9,686 | | | | | $ | 0.0033 | | | | | | | | | | | | | | | | | |
Options expected to vest
|
| | | | 73,540 | | | | | $ | 0.0033 | | | | | | | | | | | | | | | | | |
| | | | ||||
| | | | |
2018
|
| |
Risk-free interest rate
|
| |
0.57%
|
| |
0.72%
|
|
Expected volatility
|
| |
69.62%
|
| |
54.95%
|
|
Expected dividend yield
|
| |
0.00%
|
| |
0.00%
|
|
Expected term (in years)
|
| |
3 years
|
| |
3 years
|
|
| | |
Current
Portion |
| |
Long-term
Portion |
| |
Total Contingent
Consideration |
| |||||||||
Balance, January 1, 2018
|
| | | $ | — | | | | | $ | 2,677 | | | | | $ | 2,677 | | |
Change in fair value
|
| | | | 2,205 | | | | | | (1,740) | | | | | | 465 | | |
Translation differences
|
| | | | (115) | | | | | | (66) | | | | | | (181) | | |
Balance, December 31, 2018
|
| | | $ | 2,090 | | | | | $ | 871 | | | | | $ | 2,961 | | |
Change in fair value
|
| | | | (2,094) | | | | | | (873) | | | | | | (2,967) | | |
Translation differences
|
| | | | 4 | | | | | | 2 | | | | | | 6 | | |
Balance, December 31, 2019
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | | | ||||||||||
| | | | |
2018
|
| |||||||
Loss before income taxes arising in UK
|
| | | $ | 27,751 | | | | | $ | 30,364 | | |
Loss before income taxes arising in Ireland
|
| | | | 1,539 | | | | | | 1,693 | | |
Loss/(profit) before income taxes arising in Spain
|
| | | | 1,043 | | | | | | 544 | | |
Loss before income taxes arising in United States
|
| | | | — | | | | | | — | | |
Total loss before income tax
|
| | | $ | 30,333 | | | | | $ | 32,601 | | |
| | | | ||||||||||||||||||||||
| | | | |
2018
|
| |||||||||||||||||||
Loss before income taxes
|
| | | $ | (30,333) | | | | | | % | | | | | $ | (32,601) | | | | | | % | | |
Expected tax benefit
|
| | | | (5,785) | | | | | | (19.1)% | | | | | | (6,087) | | | | | | (18.7)% | | |
Foreign tax differential
|
| | | | (69) | | | | | | (0.2)% | | | | | | 4 | | | | | | 0.0% | | |
Change in valuation allowance
|
| | | | 5,784 | | | | | | 19.1% | | | | | | 6,057 | | | | | | 18.6% | | |
Other
|
| | | | 70 | | | | | | 0.2% | | | | | | 26 | | | | | | 0.1% | | |
Actual income tax benefit
|
| | | $ | — | | | | | | 0% | | | | | $ | — | | | | | | 0% | | |
| | | | ||||||||||
| | | | |
2018
|
| |||||||
Net operating tax loss carried forwards
|
| | | $ | 59,566 | | | | | $ | 40,711 | | |
Fair value adjustment on acquisitions
|
| | | | (119) | | | | | | (116) | | |
Valuation allowance
|
| | | | (59,478) | | | | | | (40,628) | | |
Net deferred tax liability
|
| | | $ | (31) | | | | | $ | (33) | | |
| | | | ||||||||||
| | | | |
2018
|
| |||||||
UK research and development tax credits
|
| | | $ | 6,565 | | | | | $ | 6,173 | | |
Irish research and development tax credits
|
| | | | 373 | | | | | | 306 | | |
Translation differences
|
| | | | 358 | | | | | | (332) | | |
Total
|
| | | | 7,296 | | | | | | 6,147 | | |
Less: current portion
|
| | | | (7,049) | | | | | | (5,973) | | |
Research and development tax credits receivable, net
|
| | | $ | 247 | | | | | $ | 174 | | |
|
| | | | | | ||||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 12,413 | | | | | $ | 5,031 | | |
Research and development tax credits receivable
|
| | | | 8,999 | | | | | | 7,049 | | |
Prepayments and other current assets
|
| | | | 4,208 | | | | | | 2,705 | | |
Total current assets
|
| | | | 25,620 | | | | | | 14,785 | | |
Property and equipment, net
|
| | | | | | | | | | | | |
Owned assets
|
| | | | 5,219 | | | | | | 5,596 | | |
Right-of-use asset (operating leases)
|
| | | | 1,117 | | | | | | 1,251 | | |
Intangible assets, net
|
| | | | 5,826 | | | | | | 6,296 | | |
Goodwill
|
| | | | 12,300 | | | | | | 12,651 | | |
Research and development tax credits receivable, net
|
| | | | 236 | | | | | | 247 | | |
Total assets
|
| | | $ | 50,318 | | | | | $ | 40,826 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 4,012 | | | | | $ | 1,641 | | |
Accrued expenses and other current liabilities
|
| | | | 2,160 | | | | | | 4,235 | | |
Current portion of operating lease liabilities
|
| | | | 79 | | | | | | 75 | | |
Deferred revenues, current
|
| | | | 1,252 | | | | | | 538 | | |
Total current liabilities
|
| | | | 7,503 | | | | | | 6,489 | | |
Long term operating lease liabilities, net
|
| | | | 1,088 | | | | | | 1,229 | | |
Deferred revenues, net
|
| | | | 644 | | | | | | 1,720 | | |
Deferred tax
|
| | | | 32 | | | | | | 31 | | |
Other liabilities
|
| | | | 172 | | | | | | 170 | | |
Total liabilities
|
| | | | 9,439 | | | | | | 9,639 | | |
Commitments and Contingencies (Note 8) | | | | | | | | | | | | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Common Stock, $0.003 par value, 167,991,442 authorized; 109,493,842 and
65,493,842 shares outstanding at June 30, 2020 and December 31, 2019, respectively |
| | | | 405 | | | | | | 266 | | |
Additional paid in capital
|
| | | | 200,775 | | | | | | 174,376 | | |
Accumulated other comprehensive loss
|
| | | | (27,796) | | | | | | (25,715) | | |
Accumulated deficit
|
| | | | (132,505) | | | | | | (117,740) | | |
Total stockholders’ equity
|
| | | $ | 40,879 | | | | | $ | 31,187 | | |
Total liabilities and stockholders’ equity
|
| | | $ | 50,318 | | | | | $ | 40,826 | | |
|
| | |
For the Six Months Ended June 30,
|
| |||||||||
| | | | |
2019
|
| |||||||
Revenues
|
| | | $ | 239 | | | | | $ | — | | |
Operating expenses: | | | | | | | | | | | | | |
Research and development
|
| | | | 13,493 | | | | | | 11,701 | | |
General and administrative expenses
|
| | | | 5,509 | | | | | | 5,400 | | |
Foreign currency losses (gains)
|
| | | | (1,491) | | | | | | 148 | | |
Total operating expenses
|
| | | | 17,511 | | | | | | 17,249 | | |
Loss from operations
|
| | | | (17,272) | | | | | | (17,249) | | |
Other income (expense), net: | | | | | | | | | | | | | |
Interest income
|
| | | | 6 | | | | | | 84 | | |
Interest expense
|
| | | | (1) | | | | | | (1) | | |
Other income
|
| | | | 2,502 | | | | | | 2,720 | | |
Change in fair value of contingent consideration payable
|
| | | | — | | | | | | (252) | | |
Total other income (expense), net
|
| | | | 2,507 | | | | | | 2,551 | | |
Net loss
|
| | | | (14,765) | | | | | | (14,698) | | |
Other comprehensive income (loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (2,081) | | | | | | 111 | | |
Comprehensive loss
|
| | | $ | (16,846) | | | | | $ | (14,587) | | |
Net loss per common share, basic and diluted
|
| | | $ | (0.15) | | | | | $ | (0.22) | | |
Weighted-average number of common shares used in computing basic and diluted net loss per common share
|
| | | | 97,647,688 | | | | | | 65,493,842 | | |
| | |
Common stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Loss |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, January 1, 2020
|
| | | | 65,493,842 | | | | | $ | 266 | | | | | $ | 174,376 | | | | | $ | (25,715) | | | | | $ | (117,740) | | | | | $ | 31,187 | | |
Issuance of common stock, net
|
| | | | 44,000,000 | | | | | | 139 | | | | | | 22,990 | | | | | | — | | | | | | — | | | | | | 23,129 | | |
Issuance of warrants
|
| | | | — | | | | | | — | | | | | | 3,270 | | | | | | — | | | | | | — | | | | | | 3,270 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (2,081) | | | | | | — | | | | | | (2,081) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,765) | | | | | | (14,765) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 139 | | | | | | — | | | | | | — | | | | | | 139 | | |
Balance, June 30, 2020
|
| | | | 109,493,842 | | | | | $ | 405 | | | | | $ | 200,775 | | | | | $ | (27,796) | | | | | $ | (132,505) | | | | | $ | 40,879 | | |
|
| | |
Common stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Loss |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance, January 1, 2019
|
| | | | 65,493,842 | | | | | $ | 266 | | | | | $ | 174,036 | | | | | $ | (26,828) | | | | | $ | (87,407) | | | | | $ | 60,067 | | |
Other comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | 111 | | | | | | — | | | | | | 111 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,698) | | | | | | (14,698) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 696 | | | | | | — | | | | | | — | | | | | | 696 | | |
Balance, June 30, 2019
|
| | | | 65,493,842 | | | | | $ | 266 | | | | | $ | 174,732 | | | | | $ | (26,717) | | | | | $ | (102,105) | | | | | $ | 46,176 | | |
| | |
For the Six Months Ended June 30,
|
| |||||||||
| | | | |
2019
|
| |||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (14,765) | | | | | $ | (14,698) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 784 | | | | | | 879 | | |
Stock based compensation
|
| | | | 139 | | | | | | 696 | | |
Change in fair value of contingent consideration
|
| | | | — | | | | | | 252 | | |
Other non-cash expenses
|
| | | | 15 | | | | | | 88 | | |
Changes in assets and liabilities: | | | | | | | | | | | | | |
Prepayments and other current assets
|
| | | | (1,685) | | | | | | (789) | | |
Research and development tax credits receivable
|
| | | | (2,392) | | | | | | (2,699) | | |
Accounts payable
|
| | | | 2,509 | | | | | | (519) | | |
Deferred revenues
|
| | | | (240) | | | | | | — | | |
Operating lease obligations
|
| | | | (91) | | | | | | (61) | | |
Other liabilities and accrued expenses
|
| | | | (1,871) | | | | | | (160) | | |
Net cash used in operating activities
|
| | | | (17,597) | | | | | | (17,011) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Purchase of software and intangibles
|
| | | | (19) | | | | | | (23) | | |
Purchase of property and equipment
|
| | | | (202) | | | | | | (345) | | |
Maturities of short-term investments
|
| | | | — | | | | | | 13,163 | | |
Net cash (used in) provided by investing activities
|
| | | | (221) | | | | | | 12,795 | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Net proceeds from issuance of common stock
|
| | | | 23,129 | | | | | | — | | |
Issuance of warrants
|
| | | | 3,270 | | | | | | — | | |
Lease liability payments
|
| | | | (8) | | | | | | (6) | | |
Net cash provided by (used in) financing activities
|
| | | | 26,391 | | | | | | (6) | | |
Effect of exchange rate changes on cash and cash equivalents
|
| | | | (1,191) | | | | | | 147 | | |
Change in cash and cash equivalents
|
| | | | 7,382 | | | | | | (4,075) | | |
Cash and cash equivalents at beginning of year
|
| | | | 5,031 | | | | | | 20,445 | | |
Cash and cash equivalents at end of year
|
| | | $ | 12,413 | | | | | $ | 16,370 | | |
Supplemental disclosures of non-cash investing and financing activities | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 110 | | | | | $ | 117 | | |
Lease liabilities from obtaining right-of-use assets
|
| | | $ | — | | | | | $ | 1,466 | | |
| | | | | | ||||||||
Prepayments
|
| | | $ | 2,533 | | | | | $ | 1,465 | | |
VAT receivables
|
| | | | 1,187 | | | | | | 980 | | |
Other assets — goods to be consumed in R&D activities
|
| | | | 488 | | | | | | 260 | | |
| | | | $ | 4,208 | | | | | $ | 2,705 | | |
| | | | | | ||||||||
Cost
|
| | | | | | | | | | | | |
Property and machinery
|
| | | $ | 7,990 | | | | | $ | 7,852 | | |
Fixtures, fittings and office equipment
|
| | | | 267 | | | | | | 282 | | |
Land and buildings
|
| | | | 2,919 | | | | | | 2,983 | | |
Total cost
|
| | | | 11,176 | | | | | | 11,117 | | |
Accumulated depreciation
|
| | | | 4,840 | | | | | | 4,270 | | |
Total property and equipment, net
|
| | | $ | 6,336 | | | | | $ | 6,847 | | |
|
|
Balance at January 1, 2019
|
| | | $ | 12,625 | | |
|
Translation differences
|
| | | | 26 | | |
|
Balance at December 31, 2019
|
| | | | 12,651 | | |
|
Translation differences
|
| | | | (351) | | |
|
Balance at June 30, 2020
|
| | | $ | 12,300 | | |
| | | | ||||||||||||||||||||||
| | |
Software
|
| |
Patents
|
| |
Intellectual
Property |
| |
Total
|
| ||||||||||||
Gross Amount beginning of period
|
| | | $ | 365 | | | | | $ | 1,418 | | | | | $ | 5,910 | | | | | $ | 7,693 | | |
Additions
|
| | | | 18 | | | | | | — | | | | | | — | | | | | | 18 | | |
Translation differences
|
| | | | (20) | | | | | | (80) | | | | | | (330) | | | | | | (430) | | |
Gross Amount end of period
|
| | | | 363 | | | | | | 1,338 | | | | | | 5,580 | | | | | | 7,281 | | |
Accumulated amortization
|
| | | | (274) | | | | | | (1,181) | | | | | | — | | | | | | (1,455) | | |
Net Book value
|
| | | $ | 89 | | | | | $ | 157 | | | | | $ | 5,580 | | | | | $ | 5,826 | | |
|
| | | | ||||||||||||||||||||||
| | |
Software
|
| |
Patents
|
| |
Intellectual
Property |
| |
Total
|
| ||||||||||||
Gross Amount beginning of period
|
| | | $ | 428 | | | | | $ | 1,377 | | | | | $ | 5,740 | | | | | $ | 7,545 | | |
Additions
|
| | | | 75 | | | | | | — | | | | | | — | | | | | | 75 | | |
Translation differences
|
| | | | 6 | | | | | | 41 | | | | | | 170 | | | | | | 217 | | |
Gross Amount end of period
|
| | | | 509 | | | | | | 1,418 | | | | | | 5,910 | | | | | | 7,837 | | |
Disposals
|
| | | | (144) | | | | | | — | | | | | | — | | | | | | (144) | | |
Accumulated amortization
|
| | | | (232) | | | | | | (1,165) | | | | | | — | | | | | | (1,397) | | |
Net Book value
|
| | | $ | 133 | | | | | $ | 253 | | | | | $ | 5,910 | | | | | $ | 6,296 | | |
Year
|
| | | | | | |
Remaining 2020
|
| | | $ | 121 | | |
2021
|
| | | | 109 | | |
2022
|
| | | | 16 | | |
Total
|
| | | $ | 246 | | |
| | | | | | ||||||||
UK research and development tax credits
|
| | | $ | 8,855 | | | | | $ | 6,565 | | |
Irish research and development tax credits
|
| | | | 409 | | | | | | 373 | | |
Translation differences
|
| | | | (29) | | | | | | 358 | | |
Total
|
| | | | 9,235 | | | | | | 7,296 | | |
Less: current portion
|
| | | | (8,999) | | | | | | (7,049) | | |
Research and development tax credits receivable, net
|
| | | $ | 236 | | | | | $ | 247 | | |
| | | | | | ||||||||
Clinical trials accrued expenses
|
| | | $ | 749 | | | | | $ | 2,561 | | |
Patents and other research accruals
|
| | | | 212 | | | | | | 428 | | |
Accrued payroll expenses
|
| | | | 247 | | | | | | 161 | | |
Building and office accruals
|
| | | | 358 | | | | | | 273 | | |
Tax accruals
|
| | | | 298 | | | | | | 334 | | |
Deferred grant income
|
| | | | 32 | | | | | | 52 | | |
Short-term finance lease
|
| | | | 11 | | | | | | 14 | | |
Other accrued expenses
|
| | | | 253 | | | | | | 412 | | |
| | | | $ | 2,160 | | | | | $ | 4,235 | | |
| | |
Amount
|
| |||
Remaining 2020
|
| | | $ | 144 | | |
2021
|
| | | | 290 | | |
2022
|
| | | | 291 | | |
2023
|
| | | | 306 | | |
2024
|
| | | | 308 | | |
Thereafter
|
| | | | 547 | | |
Total remaining lease payments
|
| | | | 1,886 | | |
Less: Imputed interest
|
| | | | (719) | | |
Total lease liabilities
|
| | | $ | 1,167 | | |
| | |
Current
Portion |
| |
Long-term
Portion |
| |
Total Contingent
Consideration |
| |||||||||
Balance, January 1, 2019
|
| | | $ | 2,090 | | | | | $ | 871 | | | | | $ | 2,961 | | |
Change in fair value
|
| | | | 178 | | | | | | 74 | | | | | | 252 | | |
Translation differences
|
| | | | (10) | | | | | | (4) | | | | | | (14) | | |
Balance, June 30, 2019
|
| | | $ | 2,258 | | | | | $ | 941 | | | | | $ | 3,199 | | |
Change in fair value
|
| | | | (2,271) | | | | | | (948) | | | | | | (3,219) | | |
Translation differences
|
| | | | 13 | | | | | | 7 | | | | | | 20 | | |
Balance, December 31, 2019
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
| Financial Statements: | | | | | | | |
| | | | | F-44 | | | |
| | | | | F-45 | | | |
| | | | | F-47 | | | |
| | | | | F-48 | | |
| | | | | | ||||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 6,607 | | | | | $ | 26,294 | | |
Prepaid expenses and other current assets
|
| | | | 25,695 | | | | | | 112,195 | | |
Total Current Assets
|
| | | | 32,302 | | | | | | 138,489 | | |
Marketable securities held in Trust Account
|
| | | | 14,505,510 | | | | | | 42,412,991 | | |
Total Assets
|
| | | $ | 14,537,812 | | | | | $ | 42,551,480 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Account payable and accrued expenses
|
| | | $ | 337,007 | | | | | $ | 262,877 | | |
Total Current Liabilities
|
| | | | 337,007 | | | | | | 262,877 | | |
Convertible promissory note – related party
|
| | | | 1,791,972 | | | | | | 1,500,000 | | |
Deferred underwriting fee payable
|
| | | | 1,000,000 | | | | | | 1,000,000 | | |
Total Liabilities
|
| | | | 3,128,979 | | | | | | 2,762,877 | | |
Commitments | | | | | | | | | | | | | |
Ordinary shares subject to possible redemption, 599,471 and 3,280,938 shares at redemption value at August 31, 2020 and February 29, 2020, respectively
|
| | | | 6,408,823 | | | | | | 34,788,598 | | |
Shareholders’ Equity | | | | | | | | | | | | | |
Preferred shares, no par value; unlimited shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | |
Ordinary shares, no par value; unlimited shares authorized; 2,027,351 and 1,989,062 shares issued and outstanding (excluding 599,471 and 3,280,938 shares subject to possible redemption) at August 31, 2020 and February 29, 2020, respectively
|
| | | | 5,629,317 | | | | | | 5,305,335 | | |
Accumulated deficit
|
| | | | (629,307) | | | | | | (305,330) | | |
Total Shareholders’ Equity
|
| | | | 5,000,010 | | | | | | 5,000,005 | | |
Total Liabilities and Shareholders’ Equity
|
| | | $ | 14,537,812 | | | | | $ | 42,551,480 | | |
| | |
Three Months Ended August 31,
|
| |
Six Months Ended August 31,
|
| ||||||||||||||||||
| | | | |
2019
|
| |
2020
|
| |
2019
|
| |||||||||||||
Operating costs
|
| | | $ | 201,425 | | | | | $ | 327,835 | | | | | $ | 370,317 | | | | | $ | 570,558 | | |
Loss from operations
|
| | | | (201,425) | | | | | | (327,835) | | | | | | (370,317) | | | | | | (570,558) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 1,287 | | | | | | 209,002 | | | | | | 46,340 | | | | | | 454,998 | | |
Unrealized gain
|
| | | | — | | | | | | 76 | | | | | | — | | | | | | 6,374 | | |
Other income
|
| | | | 1,287 | | | | | | 209,078 | | | | | | 46,340 | | | | | | 461,372 | | |
Net Loss
|
| | | $ | (200,138) | | | | | $ | (118,757) | | | | | $ | (323,977) | | | | | $ | (109,186) | | |
Weighted average ordinary shares outstanding, basic
and diluted(1) |
| | | | 2,006,824 | | | | | | 1,819,533 | | | | | | 1,997,943 | | | | | | 1,809,240 | | |
Basic and diluted net loss per ordinary share(2)
|
| | | $ | (0.10) | | | | | $ | (0.16) | | | | | $ | (0.17) | | | | | $ | (0.28) | | |
| | |
Ordinary Shares
|
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||
Balance – March 1, 2020
|
| | | | 1,989,062 | | | | | $ | 5,305,335 | | | | | $ | (305,330) | | | | | $ | 5,000,005 | | |
Change in value of ordinary shares subject to possible redemption
|
| | | | 17,762 | | | | | | 123,843 | | | | | | — | | | | | | 123,843 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (123,839) | | | | | | (123,839) | | |
Balance – May 31, 2020
|
| | | | 2,006,824 | | | | | | 5,429,178 | | | | | | (429,169) | | | | | | 5,000,009 | | |
Change in value of ordinary shares subject to possible redemption
|
| | | | 20,527 | | | | | | 200,139 | | | | | | — | | | | | | 200,139 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (200,138) | | | | | | (200,138) | | |
Balance – August 31, 2020
|
| | | | 2,027,351 | | | | | $ | 5,629,317 | | | | | $ | (629,307) | | | | | $ | 5,000,010 | | |
| | |
Ordinary Shares
|
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||
Balance – March 1, 2019
|
| | | | 1,798,946 | | | | | $ | 5,014,272 | | | | | $ | (14,269) | | | | | $ | 5,000,003 | | |
Change in value of ordinary shares subject to possible redemption
|
| | | | 20,587 | | | | | | (9,573) | | | | | | — | | | | | | (9,573) | | |
Net income
|
| | | | — | | | | | | — | | | | | | 9,571 | | | | | | 9,571 | | |
Balance – May 31, 2019
|
| | | | 1,819,533 | | | | | | 5,004,699 | | | | | | (4,698) | | | | | | 5,000,001 | | |
Change in value of ordinary shares subject to possible redemption
|
| | | | 62,409 | | | | | | 118,765 | | | | | | — | | | | | | 118,765 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | (118,757) | | | | | | (118,757) | | |
Balance – August 31, 2019
|
| | | | 1,881,942 | | | | | $ | 5,123,464 | | | | | $ | (123,455) | | | | | $ | 5,000,009 | | |
| | |
Six Months Ended August 31,
|
| |||||||||
| | | | |
2019
|
| |||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (323,977) | | | | | $ | (109,186) | | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | | | |
Interest earned on securities held in Trust Account
|
| | | | (46,340) | | | | | | (454,998) | | |
Unrealized gain on securities held in Trust Account
|
| | | | — | | | | | | (6,374) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | | | 86,500 | | | | | | 49,551 | | |
Accounts payable and accrued expenses
|
| | | | 74,130 | | | | | | 21,660 | | |
Net cash used in operating activities
|
| | | | (209,687) | | | | | | (499,347) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (101,972) | | | | | | (400,000) | | |
Cash withdrawn from Trust Account for redemption
|
| | | | 28,055,793 | | | | | | — | | |
Net cash provided by (used in) investing activities
|
| | | | 27,953,821 | | | | | | (400,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from promissory notes – related party
|
| | | | — | | | | | | 400,000 | | |
Proceeds from convertible promissory notes – related party
|
| | | | 291,972 | | | | | | — | | |
Redemption of ordinary shares
|
| | | | (28,055,793) | | | | | | — | | |
Net cash (used in) provided by financing activities
|
| | | | (27,763,821) | | | | | | 400,000 | | |
Net Change in Cash
|
| | | | (19,687) | | | | | | (499,347) | | |
Cash – Beginning
|
| | | | 26,294 | | | | | | 639,102 | | |
Cash – Ending | | | | $ | 6,607 | | | | | $ | 139,755 | | |
Non-Cash investing and financing activities: | | | | | | | | | | | | | |
Change in value of ordinary shares subject to possible redemption
|
| | | $ | (323,982) | | | | | $ | (109,192) | | |
| | |
Three Months Ended
August 31, |
| |
Six Months Ended
August 31, |
| ||||||||||||||||||
| | | | |
2019
|
| |
2020
|
| |
2019
|
| |||||||||||||
Net loss
|
| | | $ | (200,138) | | | | | $ | (118,757) | | | | | $ | (323,977) | | | | | $ | (109,186) | | |
Less: Income attributable to ordinary shares subject to possible redemption
|
| | | | (474) | | | | | | (177,089) | | | | | | (17,076) | | | | | | (390,782) | | |
Adjusted net loss
|
| | | $ | (200,612) | | | | | $ | (295,846) | | | | | $ | (341,053) | | | | | $ | (499,968) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 2,006,824 | | | | | | 1,819,533 | | | | | | 1,997,943 | | | | | | 1,809,240 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.10) | | | | | $ | (0.16) | | | | | $ | (0.17) | | | | | $ | (0.28) | | |
Description
|
| |
Level
|
| | | | | |||||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 14,505,510 | | | | | $ | 42,412,991 | | |
| | | | | F-63 | | | |
| Financial Statements: | | | | | | | |
| | | | | F-64 | | | |
| | | | | F-65 | | | |
| | | | | F-66 | | | |
| | | | | F-67 | | | |
| | | | | F-68 | | |
| | | | | | ||||||||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 26,294 | | | | | $ | 639,102 | | |
Prepaid expenses and other current assets
|
| | | | 112,195 | | | | | | 64,079 | | |
Total Current Assets
|
| | | | 138,489 | | | | | | 703,181 | | |
Marketable securities held in Trust Account
|
| | | | 42,412,991 | | | | | | 40,425,370 | | |
Total Assets
|
| | | $ | 42,551,480 | | | | | $ | 41,128,551 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | |
Account payable and accrued expenses
|
| | | $ | 262,877 | | | | | $ | 48,887 | | |
Total Current Liabilities
|
| | | | 262,877 | | | | | | 48,887 | | |
Convertible promissory notes – related party
|
| | | | 1,500,000 | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 1,000,000 | | | | | | 1,000,000 | | |
Total Liabilities
|
| | | | 2,762,877 | | | | | | 1,048,887 | | |
Commitments | | | | | | | | | | | | | |
Ordinary shares subject to possible redemption, 3,280,938 and 3,471,054 shares at redemption value at February 29, 2020 and February 28, 2019, respectively
|
| | | | 34,788,598 | | | | | | 35,079,661 | | |
Shareholders’ Equity | | | | | | | | | | | | | |
Preferred shares, no par value; unlimited shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | |
Ordinary shares, no par value; unlimited shares authorized; 1,989,062 and 1,798,946 shares issued and outstanding (excluding 3,280,938 and 3,471,054 shares subject to possible redemption) at February 29, 2020 and February 28, 2019, respectively
|
| | | | 5,305,335 | | | | | | 5,014,272 | | |
Accumulated deficit
|
| | | | (305,330) | | | | | | (14,269) | | |
Total Shareholders’ Equity
|
| | | | 5,000,005 | | | | | | 5,000,003 | | |
Total Liabilities and Shareholders’ Equity
|
| | | $ | 42,551,480 | | | | | $ | 41,128,551 | | |
| | |
Year Ended
February 29, 2020 |
| | | |||||||
Operating and formation costs
|
| | | $ | 1,078,682 | | | | | $ | 439,639 | | |
Loss from operations
|
| | | | (1,078,682) | | | | | | (439,639) | | |
Other income: | | | | | | | | | | | | | |
Interest income
|
| | | | 787,621 | | | | | | 430,130 | | |
Unrealized loss
|
| | | | — | | | | | | (4,760) | | |
Other income, net
|
| | | | 787,621 | | | | | | 425,370 | | |
Net Loss
|
| | | $ | (291,061) | | | | | $ | (14,269) | | |
Weighted average ordinary shares outstanding, basic and diluted(1)
|
| | | | 1,859,697 | | | | | | 1,522,527 | | |
Basic and diluted net loss per ordinary share(2)
|
| | | $ | (0.50) | | | | | $ | (0.25) | | |
| | |
Ordinary Shares
|
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||
Balance – March 9, 2018 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of founder shares to Sponsor
|
| | | | 1,150,000 | | | | | | 25,000 | | | | | | — | | | | | | 25,000 | | |
Forfeiture of founder shares
|
| | | | (150,000) | | | | | | — | | | | | | — | | | | | | — | | |
Sale of 4,000,000 Units, net of underwriting discounts and offering expenses
|
| | | | 4,000,000 | | | | | | 37,368,833 | | | | | | — | | | | | | 37,368,833 | | |
Sale of 270,000 Private Units
|
| | | | 270,000 | | | | | | 2,700,000 | | | | | | — | | | | | | 2,700,000 | | |
Proceeds from the sale of unit purchase option
|
| | | | — | | | | | | 100 | | | | | | — | | | | | | 100 | | |
Ordinary shares subject to possible
redemption |
| | | | (3,471,054) | | | | | | (35,079,661) | | | | | | — | | | | | | (35,079,661) | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | | (14,269) | | | | | | (14,269) | | |
Balance – February 28, 2019
|
| | | | 1,798,946 | | | | | | 5,014,272 | | | | | | (14,269) | | | | | | 5,000,003 | | |
Change in value of ordinary shares subject to possible redemption
|
| | | | 190,116 | | | | | | 291,063 | | | | | | — | | | | | | 291,063 | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | | | (291,061) | | | | | | (291,061) | | |
Balance – February 29, 2020
|
| | | | 1,989,062 | | | | | $ | 5,305,335 | | | | | $ | (305,330) | | | | | $ | 5,000,005 | | |
| | |
Year Ended
February 29, 2020 |
| | | |||||||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (291,061) | | | | | $ | (14,269) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on securities held in Trust Account
|
| | | | (787,621) | | | | | | (430,130) | | |
Unrealized loss on securities held in Trust Account
|
| | | | — | | | | | | 4,760 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses and other current assets
|
| | | | (48,116) | | | | | | (64,079) | | |
Accounts payable and accrued expenses
|
| | | | 213,990 | | | | | | 48,887 | | |
Net cash used in operating activities
|
| | | | (912,808) | | | | | | (454,831) | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Investment of cash into Trust Account
|
| | | | (1,200,000) | | | | | | (40,000,000) | | |
Net cash used in investing activities
|
| | | | (1,200,000) | | | | | | (40,000,000) | | |
Cash Flows from Financing Activities: | | | | | | | | | | | | | |
Proceeds from issuance of founder shares to Sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | — | | | | | | 38,800,000 | | |
Proceeds from sale of Private Units
|
| | | | — | | | | | | 2,700,000 | | |
Proceeds from sale of unit purchase option
|
| | | | — | | | | | | 100 | | |
Payment of offering costs
|
| | | | — | | | | | | (431,167) | | |
Proceeds from convertible promissory notes – related party
|
| | | | 1,500,000 | | | | | | 202,415 | | |
Repayment of promissory note – related party
|
| | | | — | | | | | | (202,415) | | |
Net cash provided by financing activities
|
| | | | 1,500,000 | | | | | | 41,093,933 | | |
Net Change in Cash
|
| | | | (612,808) | | | | | | 639,102 | | |
Cash – Beginning
|
| | | | 639,102 | | | | | | — | | |
Cash – Ending | | | | $ | 26,294 | | | | | $ | 639,102 | | |
Non-Cash investing and financing activities: | | | | | | | | | | | | | |
Initial classification of ordinary shares subject to possible redemption
|
| | | $ | — | | | | | $ | 35,086,980 | | |
Change in value of ordinary shares subject to possible redemption
|
| | | $ | (291,063) | | | | | $ | (7,319) | | |
Deferred underwriting fee payable
|
| | | $ | — | | | | | $ | 1,000,000 | | |
| | | | | | ||||||||
Net loss
|
| | | $ | (291,061) | | | | | $ | (14,269) | | |
Less: Income attributable to ordinary shares subject to possible redemption
|
| | | | (646,007) | | | | | | (369,136) | | |
Adjusted net loss
|
| | | $ | (937,068) | | | | | $ | (383,405) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 1,859,697 | | | | | | 1,522,527 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.50) | | | | | $ | (0.25) | | |
Description
|
| |
Level
|
| | | | | |||||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 42,412,991 | | | | | $ | 40,425,370 | | |
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-2 | | | |
| | | | | A-3 | | | |
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| | | | | A-12 | | | |
| | | | | A-12 | | | |
| | | | | A-12 | | | |
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| | | | | A-13 | | | |
| | | | | A-13 | | | |
| | | | | A-13 | | | |
| | | | | A-13 | | | |
| | | | | A-14 | | | |
| | | | | A-15 | | | |
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| | | | | A-16 | | | |
| | | | | A-16 | | | |
| | | | | A-17 | | | |
| | | | | A-17 | | | |
| | | | | A-18 | | | |
| | | | | A-19 | | | |
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| | | | | A-19 | | | |
| | | | | A-19 | | | |
| | | | | A-19 | | | |
| | | | | A-20 | | | |
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| | | | | A-22 | | | |
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| | | | | A-49 | | | |
| | | | | A-49 | | | |
| | | | | A-49 | | |
| Parent: | | |
4D PHARMA PLC
|
|
| | | |
By:
/s/ Duncan Peyton
Name: Duncan Peyton
Title: Chief Executive Officer |
|
| Merger Sub: | | |
DOLPHIN MERGER SUB LIMITED
|
|
| | | |
By:
/s/ Duncan Peyton
Name: Duncan Peyton
Title: Director |
|
| the Company: | | |
LONGEVITY ACQUISITION CORPORATION
|
|
| | | |
By:
/s/ Matthew Chen
Name: Matthew Chen
Title: Chairman and Chief Executive Officer |
|
| | | | 4D PHARMA PLC | |
| | | |
By:
/s/ Duncan Peyton
Name: Duncan Peyton
Title: Chief Executive Officer |
|
| | | | WHALE MANAGEMENT CORPORATION | |
| | | |
By:
/s/ Matthew Chen
Name: Matthew Chen
Title: Managing Member |
|
| | | | Very truly yours, | |
| | | |
Printed Name of Holder
|
|
| | | |
By:
Signature
|
|
| | | |
Printed Name of Person Signing
|
|
| | | | (and indicate capacity of person signing if signing as officer, manager, director, custodian, trustee, or on behalf of an entity) | |
| | | | 4D PHARMA PLC | |
| | | |
By:
Name:
Title: |
|
| | | | LONGEVITY ACQUISITION CORPORATION | |
| | | |
By:
Name:
Title: |
|
| | | | WHALE MANAGEMENT CORPORATION | |
| | | |
By:
Name:
Title: |
|
| | | | [BUYER] | |
| | | |
By:
Name:
Title: |
|
|
SIGNED on behalf of
|
| | ) | |
|
LONGEVITY ACQUISITION CORPORATION
|
| | ) | |
| | | | ) | |
| Surviving Company | | | ||
|
SIGNED on behalf of
|
| | ) | |
|
DOLPHIN MERGER SUB LIMITED
|
| | ) | |
| | | | ) | |
Exhibit
Number |
| |
Exhibit Description
|
| |
Included
herein |
| |
Form
|
| |
Filing
Date |
| ||||
| | 2 | .1 | | | | Agreement and Plan of Merger by and among Longevity Acquisition Corporation, 4D pharma plc and Dolphin Merger Sub Limited, dated October 21, 2020 | | | | | | F-4 | | | 11/25/20 | |
| | 2 | .2 | | | | BVI Plan of Merger | | |
|
| | F-4 | | | 11/25/20 | |
| | 3 | .1* | | | | Memorandum of Association of 4D pharma plc | | | | | | | | | | |
| | 3 | .2* | | | | Articles of Association of 4D pharma plc | | | | | | | | | | |
| | 4 | .1* | | | | Form of share certificate of 4D pharma plc ordinary share | | | | | | | | | | |
| | 4 | .2* | | | | Form of Deposit Agreement among 4D pharma plc., JPMorgan Chase Bank, N.A., as depositary thereunder, and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder evidencing American Depositary Shares representing deposited Shares | | | | | | | | | | |
| | 5 | .1* | | | |
Opinion of Pinsent Masons regarding legality of the ordinary shares
underlying the 4D pharma ADSs |
| | | | | | | | | |
| | 9 | .1 | | | | Voting and Support Agreement between 4D pharma plc and the Shareholder listed on Schedule A thereto, dated October 21, 2020 | | |
|
| | F-4 | | | 11/25/20 | |
| | 9 | .2 | | | | Insider Letter Agreement between Longevity and Longevity Initial Insiders dated August 28, 2018 | | |
x
|
| | | | | | |
| | 10 | .1# | | | | Strategic Collaboration Agreement by and between The University of Texas M.D. Anderson Cancer Center and 4D pharma plc, dated November 10, 2017 | | |
x
|
| | | | | | |
| | 10 | .2# | | | | Research Collaboration and Option to License Agreement by and between Merck Sharp & Dohme Corp. and 4D pharma plc, dated October 7, 2019 | | |
x
|
| | | | | | |
| | 10 | .3* | | | | Lease Agreement between University Court of the University of Aberdeen and 4D Pharma Research Limited dated August 1, 2013 | | | | | | | | | | |
| | 10 | .4* | | | | Lease Agreement by and among Bishopsgate Long Term Property Fund Nominees No. 1 Limited and Bishopsgate Long Term Property Fund Nominees No. 2 Limited and 4D pharma plc, dated May 3, 2017 | | | | | | | | | | |
| | 10 | .5* | | | | Lease Agreement between Istituto Biomar and 4D Pharma Leon SLU, dated April 7, 2016 | | | | | | | | | | |
| | 10 | .6+* | | | | Service Agreement between Duncan Peyton and 4D pharma plc, dated February 10, 2014 | | | | | | | | | | |
| | 10 | .7+* | | | | Service Agreement between Alexander Stevenson and 4D pharma plc, dated February 10, 2014 | | | | | | | | | | |
| | 10 | .8+* | | | | Service Agreement between Richard Avison and 4D pharma plc | | | | | | | | | | |
| | 10 | .9+* | | | | Form of Director Service Agreement | | | | | | | | | | |
| | 10 | .10+* | | | | 4D pharma plc 2015 Long Term Incentive Plan and related forms | | | | | | | | | | |
| | 10 | .11 | | | | Form of lock-up agreement by and among 4D pharma plc and certain of 4D pharma’s shareholders | | |
x
|
| | | | | | |
| | 21 | .1* | | | | Subsidiaries of 4D pharma plc | | | | | | | | | | |
| | 23 | .1 | | | | Consent of RSM LLP, Independent Registered Public Accounting Firm | | |
x
|
| | | | | | |
| | 23 | .2 | | | | Consent of Marcum LLP, Independent Registered Public Accounting Firm | | |
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Exhibit
Number |
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Exhibit Description
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Included
herein |
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Form
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Filing
Date |
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| | 23 | .3* | | | | Consent of Pinsent Masons (included in Exhibit 5.1 and incorporated herein by reference) | | | | | | | | | | |
| | 24 | .1 | | | | Powers of Attorney for 4D pharma plc (included on the signature page to this registration statement) | | |
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| | 99 | .1* | | | | Form of Proxy for Longevity Corporation | | | | | | | | | | |
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Name
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Title(s)
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Date
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*
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| | Chief Executive Officer and Director | | | January 8, 2021 | |
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*
Alexander Stevenson
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| | Director and Chief Scientific Officer | | | January 8, 2021 | |
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*
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| | Group Finance Director | | | January 8, 2021 | |
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*
Axel Glasmacher
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| | Chairman (non-executive) of the Board of Directors | | | January 8, 2021 | |
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*
Alexander (Sandy) Macrae
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| | Director | | | January 8, 2021 | |
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*
Edgardo (Ed) Baracchini
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| | Director | | | January 8, 2021 | |
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*
Katrin Rupalla
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| | Director | | | January 8, 2021 | |
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*By:
/s/ Duncan Peyton
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| | |
This ‘F-4/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
8/28/23 | ||||
12/15/22 | ||||
10/7/22 | ||||
12/15/21 | ||||
6/30/21 | 6-K, 6-K/A | |||
5/29/21 | ||||
2/28/21 | ||||
Filed on: | 1/8/21 | CORRESP | ||
12/31/20 | 20-F, 20-F/A | |||
12/30/20 | ||||
12/18/20 | ||||
12/15/20 | ||||
12/10/20 | ||||
12/9/20 | ||||
11/30/20 | ||||
11/25/20 | F-4 | |||
11/20/20 | ||||
11/19/20 | ||||
11/12/20 | ||||
10/27/20 | ||||
10/26/20 | ||||
10/23/20 | ||||
10/22/20 | ||||
10/21/20 | ||||
10/20/20 | ||||
10/17/20 | ||||
10/16/20 | ||||
10/15/20 | ||||
10/14/20 | ||||
10/12/20 | ||||
10/11/20 | ||||
10/9/20 | ||||
10/8/20 | ||||
10/7/20 | ||||
10/2/20 | ||||
10/1/20 | ||||
9/30/20 | ||||
9/29/20 | ||||
9/25/20 | ||||
9/24/20 | ||||
9/23/20 | ||||
9/19/20 | ||||
9/18/20 | ||||
9/17/20 | ||||
9/16/20 | ||||
9/13/20 | ||||
9/12/20 | ||||
9/9/20 | ||||
9/4/20 | ||||
9/2/20 | ||||
9/1/20 | ||||
8/31/20 | ||||
8/28/20 | ||||
8/27/20 | ||||
8/23/20 | ||||
8/20/20 | ||||
8/6/20 | ||||
7/30/20 | ||||
7/24/20 | ||||
7/21/20 | ||||
7/16/20 | ||||
7/13/20 | ||||
7/2/20 | ||||
6/30/20 | ||||
6/25/20 | ||||
6/24/20 | ||||
6/3/20 | ||||
5/31/20 | ||||
5/29/20 | ||||
5/28/20 | ||||
5/27/20 | ||||
5/22/20 | ||||
5/21/20 | ||||
5/18/20 | ||||
5/1/20 | ||||
4/30/20 | ||||
3/29/20 | ||||
3/27/20 | ||||
3/18/20 | ||||
3/9/20 | ||||
3/5/20 | ||||
3/1/20 | ||||
2/29/20 | ||||
2/21/20 | ||||
2/19/20 | ||||
2/18/20 | ||||
2/5/20 | ||||
1/31/20 | ||||
1/1/20 | ||||
12/31/19 | ||||
12/15/19 | ||||
11/30/19 | ||||
11/20/19 | ||||
11/19/19 | ||||
9/13/19 | ||||
8/31/19 | ||||
8/29/19 | ||||
8/28/19 | ||||
8/23/19 | ||||
8/20/19 | ||||
7/16/19 | ||||
7/5/19 | ||||
6/30/19 | ||||
5/31/19 | ||||
5/10/19 | ||||
3/9/19 | ||||
3/1/19 | ||||
2/28/19 | ||||
1/1/19 | ||||
12/31/18 | ||||
11/7/18 | ||||
10/26/18 | ||||
10/15/18 | ||||
10/12/18 | ||||
8/31/18 | ||||
8/29/18 | ||||
8/28/18 | ||||
8/23/18 | ||||
5/31/18 | ||||
5/25/18 | ||||
3/9/18 | ||||
1/1/18 | ||||
12/31/17 | ||||
11/1/17 | ||||
8/23/17 | ||||
6/19/17 | ||||
5/3/17 | ||||
4/7/16 | ||||
2/10/16 | ||||
12/15/14 | ||||
3/4/14 | ||||
2/10/14 | ||||
1/18/14 | ||||
8/1/13 | ||||
4/5/12 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/31/22 4D Pharma plc 20-F 12/31/21 82:13M M2 Compliance LLC/FA 10/07/21 4D Pharma plc F-1/A 90:15M M2 Compliance LLC/FA 9/14/21 4D Pharma plc F-1 9/13/21 76:9.2M M2 Compliance LLC/FA 4/30/21 4D Pharma plc 20-F/A 12/31/20 75:6.9M M2 Compliance LLC/FA 4/23/21 4D Pharma plc F-1 73:8.4M M2 Compliance LLC/FA 4/02/21 4D Pharma plc 20-F 12/31/20 77:7.1M M2 Compliance LLC/FA 2/24/21 4D Pharma plc F-4/A 4:11M Toppan Merrill/FA 2/19/21 4D Pharma plc F-4/A 4:11M Toppan Merrill/FA 2/16/21 4D Pharma plc F-4/A 12:12M Toppan Merrill/FA 1/28/21 4D Pharma plc F-4/A 17:100M Toppan Merrill/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/25/20 4D Pharma plc F-4 8:12M Toppan Merrill/FA |