Longevity Acquisition Corporation *
PROPOSED BUSINESS COMBINATION: 4D pharma PLC
ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: LBPS
Founded in February 2014, 4D pharma is a world leader in the development of Live Biotherapeutics, a novel and emerging class of drugs, defined by the FDA as biological products that contain a live organism, such as a bacterium, that is applicable to the prevention, treatment or cure of a disease.?4D has developed a proprietary platform, MicroRx®, that rationally identifies Live Biotherapeutics based on a deep understanding of function and mechanism.
4D pharma’s Live Biotherapeutic products (LBPs) are orally delivered single strains of bacteria that are naturally found in the healthy human gut.?The Company has six clinical programmes, namely a Phase I/II study of MRx0518 in combination with KEYTRUDA (pembrolizumab) in solid tumours, a Phase I study of MRx0518 in a neoadjuvant setting for patients with solid tumours, a Phase I study of MRx0518 in patients with pancreatic cancer, a Phase I/II study of MRx-4DP0004 in asthma, a Phase II study of MRx-4DP0004 in patients hospitalised with COVID-19, and Blautix® in Irritable Bowel Syndrome (IBS) which has completed a successful Phase II trial. Preclinical-stage programmes include candidates for CNS disease such as Parkinson’s disease and other neurodegenerative conditions. The Company has a research collaboration with MSD, a tradename of Merck & Co., Inc., Kenilworth, NJ, USA, to discover and develop Live Biotherapeutics for vaccines.
TRANSACTION
At closing, LOAC will merge with and into 4D Pharma BVI Limited (“Merger Sub”), a wholly owned subsidiary of 4D pharma plc, with Merger Sub continuing as the surviving company. At the effective time of the merger, each of LOAC’s ordinary shares issued and outstanding prior to the effective time of the merger (excluding shares held by 4D and LOAC and dissenting shares, if any) will be automatically converted into the right to receive certain per share merger consideration (as defined below), and each warrant to purchase LOAC’s ordinary shares and right to receive LOAC’s ordinary shares that is outstanding immediately prior to the effective time of the merger will be assumed by 4D pharma and automatically converted into a warrant to purchase ordinary shares of 4D pharma and a right to receive ordinary shares of 4D pharma, payable in 4D pharma ADSs, respectively. The per share merger consideration will consist of 7.5315 ordinary shares of 4D pharma, payable in 4D pharma ADSs (each ADS representing 8 ordinary shares), for each issued and outstanding ordinary shares of LOAC immediately prior to the closing.
Upon and immediately following the consummation of the merger, it is anticipated that the shareholders of LOAC prior to the closing will collectively own approximately 13.1% of outstanding ordinary shares of the combined entity.
Concurrently with the execution of the merger agreement, LOAC entered into certain backstop agreements with Whale Management Corporation, the sponsor of LOAC, 4D pharma and certain investors, pursuant to which the investors have committed to provide financial backing to the Company immediately prior to the closing in the event of share redemptions at LOAC in the aggregate amount of up to $14,600,000. On the same date and upon receipt of the principal, LOAC also issued unsecured convertible promissory notes to certain investors in the aggregate principal amount of $1,860,000 in connection with the merger agreement which will be paid by the combined company following closing.
NOTABLE CONDITIONS TO TERMINATION
- The Merger Agreement may be terminated under certain circumstances at any time prior to the Effective Time, including, among others, by (i) mutual written consent by the Company and 4D Pharma, (ii) either party if the transactions contemplated by the Merger Agreement have not been completed by November 30, 2020, subject to a 30-day cure period and other exceptions
LOCK-UP AGREEMENT
- In such Lock-Up Agreement, each holder will agree that, subject to certain exceptions, during the period ending twelve months after the Effective Time, it will not (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap, short sale, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to effect any transaction specified in clause (i) or (ii), or (iv) make any demand for or exercise any right with respect to the registration of any shares of the Company’s common stock.
ADVISORS
- Chardan Capital Markets LLC is acting as financial advisor to LOAC
- Hunter Taubman Fischer & Li LLC, Addleshaw Goddard LLP and Ogier are acting as legal counsels to LOAC
- Wilson Sonsini Goodrich & Rosati, Professional Corporation, and Pinsent Masons LLP are acting as legal counsels to 4D
LONGEVITY ACQUISITION CORPORATION MANAGEMENT & BOARD
Executive Officers
Matthew Chen, 46
Chairman & Chief Executive Officer
Since January 2018, Mr. Chen has served as Vice President of XiaoMingTaiJi Anime Limited Co., where Mr. Chen is mainly responsible for equity investment, acquisitions and corporate financing. From 2011 to January 2018, Mr. Chen served as the global head of the credit derivative market making platform at JP Morgan’s London branch. From 2008 to 2011, Mr. Chen served as the Asia credit derivative risk analysis manager at JP Morgan’s Hong Kong branch. From 2005 to 2008, Mr. Chen served as Managing Director at Bear Stearns, responsible for the firm’s equity derivative strategic product development. From 2003 to 2005, Mr. Chen served as Vice President at Realty Data Corp. an independent mortgage data provider. From 1998 to 2003, Mr. Chen served as Senior Manager at Imagine Software, a quantitative financial model provider. Mr. Chen holds a BS from Florida State University and MS Degree of Computer Science from New York University.
Teddy Zheng, 35
Chief Financial Officer
Mr. Zheng has served as executive director of Cyngus Equity, an investment and financial advisory firm in China, since October 2015. From April 2014 to October 2015, Mr. Zheng worked in the investment banking division of Lazard in China. From November 2010 to March 2014, Mr. Zheng worked in the investment banking division of JPMorgan First Capital in China. From June 2009 to October 2010, Mr. Zheng worked in the M&A and corporate finance division of UBS Investment Bank in China. Mr. Zheng received a bachelor degree in management information systems from Beijing Information Technology Institute and a master degree in management science and engineering from the School of Economics and Management of Tsinghua University.
Board of Directors
Minguang Wang
Director
Minguang Wang has served as a partner of the DeHeng (Ningbo) Law Offices in China since September 2018. From March 2017 to September 2018, Mr. Wang served as a partner of the Zhejiang Jinzhong Law Firm in China. From December 2014 to March 2017, Mr. Wang served as a partner of the Beijing Yingke (Ningbo) Law Firm in China and as managing partner of such firm’s internet finance practice group. From December 2010 to December 2014, Mr. Wang was the Vice Chairman of Zhejiang Yuhao Law Office in China. From December 2008 to December 2010, Mr. Wang served as a clerk of People’s Court of Yinzhou District in Ningbo City in China. Mr. Wang’s practice focuses on corporate finance transactions, mergers and acquisitions and internet finance. He has advised more than 20 Chinese companies with respect to their listing on the Chinese stock exchanges and has advised dozens of internet finance companies and private equity firms in China. Mr. Wang received his LLB degree from Peking University.
Jun Liu, 47
Director
Mr. Liu has served as the president of Beijing Wanfeng Xingye Investment Management Co., Ltd., an investment company in China, since January 2014. From 2004 to January 2014, he served as the president of Zhongansheng Investment Consulting Co, Ltd. From 2002 to 2004, Mr. Liu served as the vice president of Beijing Xingyun Co., Ltd. From 1999 to 2002, Mr. Liu served as the CEO of Weixin (China) Venture Investment Co., Ltd. and the director of Venture Capital Research Center of Renmin University. From 1993 to 1996, Mr. Liu served as government official in the State Auditing Administration. Mr. Liu represented Beijing Xingyun in its acquisition transaction by Pepsi twenty years ago. He also advised Xinhua Media on its reverse merger with Zhizhen Tech (HK: 02371). His investment portfolios cover wide range of sectors, including TMT, education, clean energy, technology, and chemical industries. Mr. Liu received his bachelor degree of Finance and Accounting from Wuhan University in 1989 and received his MBA degree from Renmin University China in 1999.
Jason Zhang
Director (RESIGNED to pursue other professional interests)
Mr. Zhang has been managing several growth equity funds in China, including Ccin Capital Investment (Zhuhai) Corp. since June 2018, Ebula Investment Fund since December 2017, Blue Stone Capital since March 2015 and Mingen Capital since March 2013. Mr. Zhang has also served as Managing Director of SBI Financial Holding Group China since January 2017. Mr. Zhang has specialized in equity and debt financing for public private partnership projects, including infrastructure projects and characteristic town projects recently promoted by the Chinese government. From 2007 to 2012, Mr. Zhang founded and operated three start-up internet commerce companies: Seven Day Ecommerce Co., Ltd, New Dream Technology Co., Ltd. and Weipin Industries Co., Ltd. Mr. Zhang received his MBA degree from Zhejiang University.
Yukman Lau
Class II Director (REPLACES Jason Zhang)
Yukman Lau has served as a partner of Guoxing Asset Co., Ltd., an investment company in China, since June 2016. From June 2006 to June 2016, she served as president of Oriental Infinite Media Co., Ltd., a professional media and event planning company in China. From 1997 to 2005, Ms. Lau served as chairman of Dalian Chronos Information Co., Ltd., a business information consulting company in China. From 1993 to 1996, she served as vice president of Shenzhen Maniche Consulting Company, a management consulting company in China. From 1989 to 1992, Ms. Lau served as general manager assistant of Oriental Textile Industry Co., Ltd., a textile production and processing company in China. Previously, she served as a manager of China Foreign Trade Import and Export Corporation and as business director of Liaoning Textile Import and Export Corporation in China. Prior to that, Ms. Lau served as an accountant at Dalian Steel Plant in China. Ms. Lau received her bachelor’s degree from Dalian University.
Bill Huo
Advisor
Mr. Huo has served as counsel of the law firm Ellenoff Grossman & Schole LLP, our legal counsel, since April 2014. Mr. Huo’s corporate and securities law practices concentrate on cross-border corporate finance, merger and acquisition transactions and general corporate advice. Mr. Huo has advised Chinese clients with respect to initial public offerings, financings and M&A transactions. In addition, Mr. Huo has counseled U.S. companies transacting business in and related to China. Previously, Mr. Huo was an associate at the law firm Kramer Levin Naftalis & Frankel LLP from 2006 to 2013. Before that, Mr. Huo served as legal counsel of China Resources Corporation, a Fortune 500 conglomerate company based in Hong Kong and China. Mr. Huo received a LLM degree from Cornell Law School, a LLM degree from the University of Bristol and a LLM degree from Renmin University in 1998.