Pinsent Masons advises 4D Pharma PLC on innovative move to NASDAQ

Multinational law firm Pinsent Masons has advised AIM listed biotech company 4D Pharma plc (4D) on its acquisition of Longevity Acquisition Corporation, a special-purpose acquisition company (SPAC) listed on NASDAQ. Upon completion of the transaction 4D will apply for its American Depositary Shares to be admitted to trading on NASDAQ.

4D, who are leading the development of live biotherapeutic products, are believed to be the first UK biotech to make the move to NASDAQ via the acquisition of a SPAC, breaking new ground for UK listed biotech’s. The Company will also maintain its current listing on AIM.

With 4D acquiring the SPAC in order to inherit its listing on NASDAQ, they are able to by-pass the usual nine month lead-in time foreign issuers have to contend with when seeking a direct listing on NASDAQ.

The Pinsent Masons team was led by Charles Waddell and Sunjay Malhotra with assistance from Julian Stanier, Amy Moore and Nathalie Goetsches; US securities advice was provided by Roberta Markovina and Beatrice Kelly; Eloise Walker, Jamie Robson and Daniel Place assisted on UK tax matters; and Fleur Benns and James Sullivan-Tailyour provided assistance with regards to 4D’s share option plans.

Commenting on the transaction, lead partner at Pinsent Masons Charles Waddell said: “We have enjoyed working with 4D for a number of years, they are at the cutting edge of live biotherapeutic products and this transaction is an important step in their future development and access to key to international markets.

Given the number of European biotech’s that covet a move to NASDAQ, and notwithstanding the complex financing structures of SPACs, this deal highlights that there is an alternative route to the US markets. It is therefore unlikely to be the last biotech we see looking at SPACs to access the deep pool of sophisticated investors in the United States.”

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