4d Pharma Share Discussion Threads

[gooner1886] 22/10/2020 07:33

Shorters i would close out your shorts by the end of play today latest :-)

[devonlad] 22/10/2020 07:33

Smtmh, yes, a lot of humble pie for breakfast. Nasdaq listing, fully funded, the gap fillers can finally do one!

[frrinvest] 22/10/2020 07:32

Looks like the Directors have put in nearly $2M in the backstop arrangements on top of all the other investments they have made so far. Must be supremely confident. Back to £2 very quickly imho

[captain james t kirk] 22/10/2020 07:31

I'd be interested in your thoughts once you have digested it.

[showmethemoneyhoney01] 22/10/2020 07:29

captain james t kirk22 Oct '20 - 07:26 - 12127 of 12130
0 0 0
This bit is interesting and I'm still digesting it. Haven't had breakfast yet.

Take your time on breakfast. Hope you don't choke on it.

[showmethemoneyhoney01] 22/10/2020 07:28

Think we will see a few that have missed the boat today. Nasdaq here we come!

[captain james t kirk] 22/10/2020 07:26

This bit is interesting and I'm still digesting it. Haven't had breakfast yet.

Backstop Arrangements and Related Party Transactions

The current Longevity Shareholders have the right to redeem their shareholding in Longevity, even if the requisite majority of Longevity Shareholders approve the Merger. US$14.6 million is currently held in a trust account by Longevity to fund redemptions. Any redemptions by Longevity Shareholders would reduce the capital available to the Enlarged Group. Backstop agreements have therefore been executed by Longevity, the Company and Whale with certain investors, including Duncan Peyton and Alex Stevenson, (together the "Backstop Investors").

The Backstop Investors have committed to subscribe for Longevity Shares prior to Completion so as to raise up to US$14.6 million in the event of redemptions by Longevity Shareholders. To secure the Backstop Arrangements, Longevity has agreed to allot 700,000 Longevity Shares to the Backstop Investors, Whale has agreed to transfer 200,000 Longevity Shares to the Backstop Investors, and the Company has agreed to allot up to 7,530,000 4D Ordinary Shares to the Backstop Investors if and to the extent outstanding warrants issued by Longevity are exercised.

The Backstop Arrangements also provide that, subject to certain conditions, 4D may be required to file, within thirty days after Completion, a registration statement under the US Securities Act registering the resale of the 4D Ordinary Shares received by the Backstop Investors pursuant to the Merger and the Backstop Arrangements.

The Backstop Investors have agreed to loan Longevity US$1.86 million, the proceeds of which will be used to repay Whale for loans previously made by Whale to Longevity to fund its launch costs. On Completion, the Enlarged Group will repay this sum to the Backstop Investors.
Related Party Transactions

The participation by Duncan Peyton (in the amount of US$1,075,862) and Alex Stevenson (in the amount of US$827,856) in the Backstop Arrangements constitutes a related party transaction for the purposes of the AIM Rules. In addition, Steve Oliveira and connected parties, a substantial shareholder of the Company (as defined by the AIM Rules) is participating in the Backstop Arrangements in the amount of US$5 million (in aggregate). The participation by Steve Oliveira and connected parties in the Backstop Arrangements also constitutes a related party transaction for the purposes of the AIM Rules.

The 4D Independent Directors, having consulted with the Company's nominated adviser, N+1 Singer, consider that the terms of the related party transactions are fair and reasonable insofar as Shareholders are concerned. In providing their advice to the 4D Independent Directors, N+1 Singer have taken into account the commercial assessments of the 4D Independent Directors.

[rrb] 22/10/2020 07:24

Very smart

[frrinvest] 22/10/2020 07:21

Duncan Peyton, Chief Executive Officer of 4D. "We expect that a NASDAQ Listing will allow 4D to capitalise on increased interest from US healthcare investors in recent years and provide access to a much larger pool of specialist capital, thereby increasing our global profile and exposure. NASDAQ is an attractive market for growing, innovative biotech companies. The Merger will accelerate and de-risk 4D's admission to NASDAQ, while providing immediate access to additional funds to support our pipeline."

[captain james t kirk] 22/10/2020 07:19

So having had a quick look it looks like 15% dilution for £11 million.
Does doing a deal with a Special Purpose Acquisition Company mean that they couldn't get support for a placing ?

[showmethemoneyhoney01] 22/10/2020 07:15

Stig will probably call them a bunch of See you next Tuesdays. lol

[showmethemoneyhoney01] 22/10/2020 07:10

This is great news. $14m more cash to dilute slightly and gets us the Nasdaq listing. Well done all those that held through the sell off. Think we should see a good day today :)

[jenny tulwought] 22/10/2020 07:09

How do I process what this means?
I'll be first to ask:

Where will this open?

[best1467] 22/10/2020 07:08

On balance looks a positive

[showmethemoneyhoney01] 22/10/2020 07:07

Shorts will close.

[inaminute] 22/10/2020 07:06

This will put the cat amongst the pigeons!

[amaretto1] 22/10/2020 07:03

Now u see why i swapped

[amaretto1] 22/10/2020 07:03

Merger stig !!