UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2021
LONGEVITY ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| British Virgin Islands | 001-38637 | N/A | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
Yongda International Tower No. 2277 Longyang Road |
||
| Pudong District, Shanghai | ||
| People’s Republic of China | 201204 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (86) 21-60832028
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Ordinary shares, no par value | LOAC | The NASDAQ Stock Market LLC | ||
|
Warrants to purchase one-half of one ordinary share |
LOACW | The NASDAQ Stock Market LLC | ||
|
Rights to receive one-tenth (1/10) of one ordinary share |
LOACR | The NASDAQ Stock Market LLC | ||
|
Units, each consisting of one ordinary share, one right and one warrant |
LOACU | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 17, 2020, Longevity Acquisition Corporation (the “Company”) held its special meeting (the “Special Meeting”) of shareholders. At the Special Meeting, the Company’s shareholders approved the proposal to approve the merger, including the Agreement and Plan of Merger, dated as of October 21, 2020, by and among 4D pharma plc, the Company and Dolphin Merger Sub Limited, and the related agreements and transactions contemplated thereby (the “Longevity Merger Proposal”). The affirmative vote of at least 50% of the ordinary shares of the Company, no par value (the “Ordinary Shares”) entitled to vote which were present, in person or by proxy, at the Special Meeting and which voted on the Longevity Merger Proposal was required to approve the Longevity Merger Proposal.
Redemptions of 300 of the Ordinary Shares were made in connection with the Longevity Merger Proposal.
Set forth below are the final voting results for the Longevity Merger Proposal.
Longevity Merger Proposal
The Longevity Merger Proposal was approved, approving the merger, including the Agreement and Plan of Merger, dated as of October 21, 2020, by and among 4D pharma plc, the Company and Dolphin Merger Sub Limited, and the related agreements and transactions contemplated thereby. The voting results of the Ordinary Shares of the Company were as follows:
| For | Against | Withheld | Broker Non-Votes | |||
| 1,665,403 | 0 | 303 | 0 |
Item 8.01. Other Events.
On March 18, 2021, the Company issued a press release (the “Press Release”) before the market opened, announcing results of Special Meeting.
A copy of the Press Release issued by the Company is attached as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 18, 2021 | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 18, 2021
| LONGEVITY ACQUISITION CORPORATION | |||
| By: | /s/ Matthew Chen | ||
| Name: Matthew Chen | |||
| Title: Chief Financial Officer and Chairman | |||
Exhibit 99.1
Longevity Acquisition Corporation Announces Results of Special Meeting of Shareholders
NEW YORK, March 18, 2021 /PRNewswire/ -- Longevity Acquisition Corporation (NASDAQ: LOAC) (the "Company"), a publicly-traded special purpose acquisition company, announced today the results of its special meeting of shareholders, which was held on March 17, 2021.
At the special meeting, shareholders of the Company approved the merger, including a certain agreement and plan of merger, dated as of October 21, 2020, by and among 4d pharma plc, the Company and Dolphin Merger Sub Limited, and the related agreements and transactions contemplated thereby.
About LOAC
LOAC is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities. LOAC is contemplating a proposed business combination with 4d pharma plc (AIM: DDDD), a public limited company incorporated under the laws of England and Wales pursuant to an agreement and plan of merger dated October 21, 2020 as disclosed in a Form 8-K filed with the Securities and Exchange Commission on October 22, 2020. LOAC is sponsored by Whale Management Corporation, a BVI business company with limited liability.
About 4D pharma
Founded in February 2014, 4D pharma is a world leader in the development of Live Biotherapeutics, a novel and emerging class of drugs, defined by the FDA as biological products that contain a live organism, such as a bacterium, that is applicable to the prevention, treatment or cure of a disease. 4D has developed a proprietary platform, MicroRx®, that rationally identifies Live Biotherapeutics based on a deep understanding of function and mechanism.
4D pharma's Live Biotherapeutic products (LBPs) are orally delivered single strains of bacteria that are naturally found in the healthy human gut. The Company has six clinical programmes, namely a Phase I/II study of MRx0518 in combination with KEYTRUDA® (pembrolizumab) in solid tumours, a Phase I study of MRx0518 in a neoadjuvant setting for patients with solid tumours, a Phase I study of MRx0518 in patients with pancreatic cancer, a Phase I/II study of MRx-4DP0004 in asthma, a Phase II study of MRx-4DP0004 in patients hospitalised with COVID-19, and Blautix® in Irritable Bowel Syndrome (IBS) which has completed a successful Phase II trial. Preclinical-stage programmes include candidates for CNS disease such as Parkinson's disease and other neurodegenerative conditions. The Company has a research collaboration with MSD, a tradename of Merck & Co., Inc., Kenilworth, NJ, USA, to discover and develop Live Biotherapeutics for vaccines.
In October 2020 4D pharma announced its intention to merge with Longevity Acquisition Corporation (NASDAQ: LOAC), a special purpose acquisition company (SPAC), and seek a NASDAQ listing. The merger is expected to be completed and the NASDAQ listing of 4D pharma American Depositary Shares (ADSs) under the ticker symbol ‘LBPS’ is currently expected to become effective in early 2021, subject to approval of 4D Shareholders and Longevity Shareholders, and the SEC review process.
For more information, refer to https://www.4dpharmaplc.com
Forward-Looking Statements
This press release and the exhibits hereto include “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any actual results may differ from expectations, estimates and projections presented or implied and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, LOAC’s expectations with respect to future performance, anticipated financial impacts of the proposed business combination, approval of the business combination transactions by security holders, the satisfaction of the closing conditions to such transactions and the timing of the completion of such transactions.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Contact:
Matthew Chen
Longevity Acquisition Corporation
+ (86) 21-60832028
mchen@lonacq.com