UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 6-K

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of April 2021

 

Commission File Number: 001-40106

 

4D pharma plc

(Translation of Registrant’s name into English)

 

5th Floor, 9 Bond Court

Leeds

LS1 2JZ

United Kingdom

Tel: +44 (0) 113 895 013

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [  ]

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

 

 

 

 
 

 

Announcement of Fundraising

 

On April 16, 2021, 4D pharma plc (the “Company”) issued a press release to announce that, further to the announcement released on March 22, 2021 which detailed the Company’s private placement to raise approximately $25.03 million (£18.01 million), Duncan Peyton, the Company’s Chief Executive Officer, and Alex Stevenson, the Company’s Chief Scientific Office, have agreed to subscribe for, in aggregate, approximately $2.0 million (£1.44 million) of new ordinary shares of £0.0025 each at £1.10 ($1.52 ) per share.

 

A copy of the press release is attached as Exhibit 99.1 to this current report on Form 6-K and is incorporated by reference herein.

 

 
 

 

SIGNATURES

 

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, thereunto duly authorized.

 

  4D pharma plc
   
Date: April 16, 2021 /s/ Duncan Peyton
  Duncan Peyton
  Chief Executive Officer

 

 
 

 

INDEX TO EXHIBITS

 

Exhibit Number   Exhibit Title
     
99.1   Press Release, dated April 16, 2021.

 

 

 

Exhibit 99.1

 

4D pharma plc

 

Directors’ Subscription for new Ordinary Shares

 

Leeds, UK – 16 April 2021 - 4D pharma plc (AIM: DDDD; Nasdaq: LBPS) (“4D” or the “Company”), a pharmaceutical company leading the development of Live Biotherapeutic products (LBPs), a novel class of drug derived from the microbiome, announces that further to the announcement released on 22 March 2021 which detailed the Company’s private placement to raise approximately $25.03 million (£18.01 million) (the “Fundraising”), Duncan Peyton (Chief Executive Officer) and Alex Stevenson (Chief Scientific Officer) have agreed to subscribe for, in aggregate, approximately $2.0 million (£1.44 million) of new ordinary shares of £0.0025 each (the “Subscription Shares”) at £1.10 ($1.52 ) per share (the “Subscription Price”).

 

Admission and dealings

 

Application has been made to the London Stock Exchange plc for admission of the Subscription Shares to trading on AIM (“Admission”) and Admission is expected occur at 8.00 a.m. on 22 April 2021.

 

The Subscription Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the new ordinary shares.

 

Related party transaction

 

The details of the Subscription Shares are set out below:

 

Director  Existing Ordinary Shares currently held   Subscription Shares subscribed for   Consideration per Subscription Share   Ordinary Shares held
on Admission
   Percentage of Enlarged
Share Capital on Admission
 
Duncan Peyton   8,855,931¹    658,840   £1.10    9,514,771    5.28%
Alex Stevenson   8,699,624²    658,840   £1.10    9,358,464    5.19%

 

¹ In the circular dated 26 February 2021 this was disclosed as 8,855,059

² In the circular dated 26 February 2021 this was disclosed as 8,698,961

 

The Directors’ participation in the Fundraising, as set out above, constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies.

 

The Independent Directors, being the Directors not participating in the Subscription, having consulted with N+1 Singer, the Company’s nominated adviser, consider that the individual, respective subscriptions by Duncan Peyton and Alex Stevenson in the Fundraising are fair and reasonable insofar as shareholders are concerned.

 

 
 

 

Total Voting Rights

 

Following Admission, 4D’s enlarged issued share capital will comprise 180,299,728 ordinary shares. The total number of voting rights in the Company will be 180,299,728. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

 

Contact Information:

 

4D pharma

Investor Relations: ir@4dpharmaplc.com

 

N+1 Singer - Nominated Adviser and Joint Broker +44 (0)20 7496 3000

Philip Davies / Iqra Amin / James Fischer (Corporate Finance)

Tom Salvesen (Corporate Broking)

 

Bryan Garnier & Co. Limited - Joint Broker +44 (0)20 7332 2500

Dominic Wilson / Phil Walker

 

Stern Investor Relations, Inc. +1-212-362-1200

Julie Seidel Julie.seidel@sternir.com

 

Image Box Communications +44 (0)20 8943 4685

Neil Hunter / Michelle Boxall

neil@ibcomms.agency / michelle@ibcomms.agency

 

Forward-Looking Statements

 

This announcement contains “forward-looking statements.” All statements other than statements of historical fact contained in this announcement, including without limitation statements regarding the admission and trading of Ordinary Shares, are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on the Company’s current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.

 

All of the Company’s forward-looking statements involve known and unknown risks and uncertainties, some of which are significant or beyond its control, and assumptions that could cause actual results to differ materially from the Company’s historical experience and its present expectations or projections. The foregoing factors and the other risks and uncertainties that could cause actual results to differ materially include potential delays in the process of Admission. The Company wishes to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any of its forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.

 

 
 

 

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name   Duncan Peyton
       
2 Reason for the notification
a) Position/status   Chief Executive Officer
b) Initial notification /Amendment   Initial
       
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name   4D Pharma plc
b) LEI   213800O49VYSXWE2ZD52
       
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)

Description of the financial instrument, type of instrument

 

Identification code

 

Ordinary shares of 0.25 pence each

 

 

GB00BJL5BR07 (Ordinary Shares)

b) Nature of the transaction   Purchase of Ordinary Shares pursuant to the Fundraising
c) Price(s) and volume(s)   Price   Volume
      110 pence per Ordinary Share   658,840 Ordinary Shares
d)

Aggregated information

 

- Aggregated volume

 

- Price

 

  N/A    
e) Date of the transaction   15 April 2021
f) Place of the transaction   Off market transaction

 

 
 

 

1 Details of the person discharging managerial responsibilities / person closely associated
a) Name   Alex Stevenson
       
2 Reason for the notification
a) Position/status   Chief Scientific Officer
b) Initial notification /Amendment   Initial
       
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name   4D Pharma plc
b) LEI   213800O49VYSXWE2ZD52
       
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)

Description of the financial instrument, type of instrument

 

Identification code

 

Ordinary shares of 0.25 pence each

 

 

GB00BJL5BR07 (Ordinary Shares)

b) Nature of the transaction   Purchase of Ordinary Shares pursuant to the Fundraising
c) Price(s) and volume(s)   Price   Volume
      110 pence per Ordinary Share   658,840 Ordinary Shares
d)

Aggregated information

 

- Aggregated volume

 

- Price

 

  N/A
e) Date of the transaction   15 April 2021
f) Place of the transaction   Off market transaction