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 January, 2022
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 ☒ 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 grant of options
On January 4, 2022, 4D pharma plc issued the press release attached hereto as Exhibit 99.1 and incorporated herein by reference.
Announcement of appointment of John Doyle as Chief Financial Officer
On January 4, 2022, 4D pharma plc issued the press release attached hereto as Exhibit 99.2 and incorporated herein by reference.
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: January 5, 2022 | /s/ Duncan Peyton |
| Duncan Peyton | |
| Chief Executive Officer |
INDEX TO EXHIBITS
| Exhibit | ||
| Number | Exhibit Title | |
| 99.1 | Press Release, dated January 4, 2022. | |
| 99.2 | Press Release, dated January 4, 2022. |
Exhibit 99.1
4D Pharma PLC
(“4D Pharma” or the “Company”)
Grant of Options
Leeds, UK, January 4 2022 - 4D pharma plc (AIM: DDDD, NASDAQ: LBPS), a pharmaceutical company leading the development of Live Biotherapeutic products (LBPs), a novel class of drug derived from the microbiome, announces that today share options (“Options”) have been granted to certain executive directors and members of the senior management team of the Company to acquire a total of 7,278,958 ordinary shares of 0.025p each (“Ordinary Shares”) in the Company under the 4D Pharma plc Long Term Incentive Plan with an exercise price of 53.6 pence, being the closing mid-price on 31 December 2021. Further details are set out in the table below. The Company may opt to issue ADSs rather than Ordinary Shares upon exercise, in accordance with the 8:1 ratio of Ordinary Shares to ADSs.
In order to attract and retain personnel necessary to promote the success of the Company for the benefit of its members as a whole, the Company’s Board of Directors instructed that an external, independent benchmarking exercise should be undertaken to ensure that the Company’s remuneration of its employees was comparable to that of its Nasdaq-listed peer group.
Factoring in the results of this benchmarking exercise, and also taking into account that since formation of the Company, no company-wide equity awards had been made previously (including in relation to executive board directors), the Company decided to award share options to all qualifying employees. On 17 December 2021, options were granted to such employees to acquire a total of 7,520,152 Ordinary Shares with an exercise price of 52.35 pence, being equal to the closing mid-price on the date of grant. Together with the 7,278,958 Options granted today, a total of 14,799,110 Options have been granted, representing 8.21 per cent. of the Company’s issued share capital.
The Options awarded today vest in equal parts annually over a period of four years, beginning on 1 June 2022, save for John Doyle where vesting starts from 3 January 2023, and are exercisable over a period of 10 years from the date of grant.
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||
| a. | Name | 1. Duncan Peyton
2.Alex Stevenson
3. Richard Avison
4. John Doyle
| ||
| 2. | Reason for the notification
| |||
| a. | Position/status | 1. Chief Executive Officer, Founder
2. Chief Scientific Officer, Founder
3. Finance Director
4. Chief Financial Officer
| ||
| a. | Initial notification /Amendment
|
Initial notification | ||
| 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 |
Options over ordinary shares of 0.025 pence each
GB00BJL5BR07
| ||
| b. | Nature of the transaction | Grant of options pursuant to and in accordance with the terms of the Company’s Share Option Scheme dated
| ||
| c. | Price(s) and volume(s) | PDMR | Exercise price | No of Options |
| Duncan Peyton | 53.6p | 2,730,486 | ||
| Alex Stevenson | 53.6p | 2,730,486 | ||
| Richard Avison | 53.6p | 435,570 | ||
| John Doyle | 53.6p | 1,382,416 | ||
| d. |
Aggregated information ● Aggregated volume
● Price
|
| ||
| e. | Date of the transaction | 4 January 2022
| ||
| f. | Place of the transaction | Outside a trading venue | ||
About 4D pharma
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 five clinical programs, namely a Phase I/II study of MRx0518 in combination with KEYTRUDA® (pembrolizumab) in solid tumors, a Phase I study of MRx0518 in a neoadjuvant setting for patients with solid tumors, a Phase I study of MRx0518 in patients with pancreatic cancer, a Phase I/II study of MRx-4DP0004 in asthma, and Blautix® in Irritable Bowel Syndrome (IBS) which has completed a successful Phase II trial. Preclinical-stage programs 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.
For more information, refer to https://www.4dpharmaplc.com
Contact Information:
4D pharma
Investor Relations: ir@4dpharmaplc.com
Singer Capital Markets - Nominated Adviser and Joint Broker +44 (0)20 7496 3000
Philip Davies / James Fischer (Corporate Finance)
Tom Salvesen (Corporate Broking)
Bryan Garnier & Co. Limited - Joint Broker +44 (0)20 7332 2500
Dominic Wilson
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
Exhibit 99.2
4d Pharma PLC
4D pharma appoints John Doyle as Chief Financial Officer
Leeds, UK, January 3, 2022 – 4D pharma plc (AIM: DDDD, NASDAQ: LBPS), a pharmaceutical company leading the development of Live Biotherapeutic products (LBPs), a novel class of drug derived from the microbiome, today announces the appointment of John Doyle as Chief Financial Officer (CFO). Mr. Doyle brings over 15 years of experience leading and developing the financial operations, strategy, and investor relations functions at public healthcare companies.
“We are delighted to welcome John to 4D pharma at this exciting stage of the company’s growth, following our NASDAQ listing in 2021,” said Duncan Peyton, Chief Executive Officer of 4D pharma. “John’s extensive financial experience in diverse healthcare organizations and transformational events will be invaluable as 4D pharma continues to make progress in the clinic on multiple fronts with our Live Biotherapeutic programs.”
“I am honored to join a company that is committed to delivering a revolutionary class of medicines by harnessing bacteria from the microbiome, said John Doyle, Chief Financial Officer of 4D pharma. “The 4D pharma team has built an impressive pipeline across key areas of high unmet need and I am excited for the opportunity to execute on the company’s growth strategy and financial goals.”
Mr. Doyle joins 4D pharma after serving as CFO at Chiasma Inc., a publicly traded biopharmaceutical company acquired by Amryt Pharma in 2021. Prior to Chiasma, John was Vice President of Finance and Investor Relations at Verastem Inc., a publicly traded biopharmaceutical company. Prior to joining Verastem in February 2018, he served as Head of Financial Planning & Analysis at SimpliVity Corp., a software company that was acquired by Hewlett Packard Enterprises in February 2017. Before that, Mr. Doyle was Director of Business Unit Financial Planning & Analysis, Early Phase Division, at PAREXEL, a publicly traded pharmaceutical contract research organization. Earlier in his career, he served in increasingly senior financial planning and analysis roles at Hologic, Inc., a publicly traded provider of medical diagnostic, surgical and imaging products. Mr. Doyle holds a B.S. in finance from the University of Massachusetts.
About 4D pharma
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 five clinical programs, namely a Phase I/II study of MRx0518 in combination with KEYTRUDA® (pembrolizumab) in solid tumors, a Phase I study of MRx0518 in a neoadjuvant setting for patients with solid tumors, a Phase I study of MRx0518 in patients with pancreatic cancer, a Phase I/II study of MRx-4DP0004 in asthma, and Blautix® in Irritable Bowel Syndrome (IBS) which has completed a successful Phase II trial. Preclinical-stage programs 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.
For more information, refer to https://www.4dpharmaplc.com
Contact Information:
4D pharma
Investor Relations: ir@4dpharmaplc.com
Singer Capital Markets - Nominated Adviser and Joint Broker +44 (0)20 7496 3000
Philip Davies / James Fischer (Corporate Finance)
Tom Salvesen (Corporate Broking)
Bryan Garnier & Co. Limited - Joint Broker +44 (0)20 7332 2500
Dominic Wilson
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
6 Degrees
Lynne Dardanell +1-336-202-9689
ldardanell@6degreespr.com
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 efficacy of Live Biotherapeutics including Blautix®, its ability to impact the treatment of irritable bowel syndrome, regulatory interactions, and the utility of the MicroRx® and MicroDx® platforms 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 affect the Company’s business, including the risks relating to the activity and efficacy of its Live Biotherapeutic drug candidates including Blautix, interactions with regulatory bodies including the US FDA, and those additional risks and uncertainties described the documents filed by the Company with the US Securities and Exchange Commission (“SEC”), should be carefully considered. 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.