Leeds, UK, 15 February 2023 – 4D pharma plc (the “Company”) (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 the cancellation of the admission to trading of its ordinary shares with effect from 7.00 a.m. tomorrow, Thursday 16 February 2023.
On 24 June 2022, the Company entered into administration pursuant to paragraph 14 of Schedule B1 to the Insolvency Act 1986 (the “Act”), David John Pike and James Richard Clark (together, the “Joint Administrators”) were appointed as joint administrators of the Company (the “Administration”) and the Company’s ordinary shares were suspended from trading on AIM.
On 7 October 2022, Armistice Capital Master Fund Ltd (“Armistice”) acquired the secured debt under which the Company was placed into the Administration. Armistice are the sole secured creditor of the Company and the party with the primary economic interest in the Administration.
Since 7 October 2022, in line with their statutory duties under paragraph 3(1)(a) of Schedule B1 to the Act, the Joint Administrators have been engaged in further discussions with Armistice with a view to securing a permanent solution to the Company’s funding shortfall as (i) a possible means of achieving the rescue of the Company as a going concern, (ii) the Company’s eventual exit from the Administration pursuant to paragraph 80(2) of Schedule B1 to the Act and (iii) the return from suspension of its ordinary shares on AIM (together, the “Administration Exit”). The Administration Exit was to be funded primarily by the issuance of ordinary shares in the Company to be subscribed for by Armistice for an aggregate total subscription price of USD $15,000,000 (the “Equity Raise”), subject to the approval of the Company’s shareholders as required for the issuance of such shares.
An extraordinary general meeting of the Company’s shareholders was therefore called pursuant to a circular issued by the Joint Administrators on 30 December 2022 and such meeting was held on 16 January 2023, whereby the requisite shareholder approval to the Equity Raise was secured.
On 31 January 2023, Armistice notified the Joint Administrators that, as the Company’s secured creditor, it would no longer support the use of the Company’s cash assets to progress work towards the Administration Exit and that the Equity Raise, being the principal funding under which the Administration Exit was to be funded, would no longer be provided. In view of Armistice’s decision in this regard, the Administration Exit is no longer a tenable option for the Company acting by the Joint Administrators.
In light of the above developments, the Joint Administrators have proceeded to market the constituent assets of the Company (including certain businesses and assets of the Company’s subsidiaries) for sale with a view to maximising realisations for the Company’s creditors and, in the event of any proceeds of such sales being in surplus of the Company’s secured debt, its shareholders (the “New Sales Process”). The Joint Administrators are undertaking the New Sales Process as, at the date of this announcement, it is the option with the greatest likelihood of producing the most return for the Company’s stakeholders and as such are acting in accordance with their statutory duties under the Act.
As the Administration Exit is no longer a viable option for the Company, its ordinary shares will not return from suspension and instead will be cancelled from admission to trading on AIM with effect from 7.00 a.m. tomorrow, Thursday 16 February 2023.
4D Pharma Plc (in administration)
James Richard Clark
+ 44 20 3989 2800
David John Pike
+ 44 20 3989 2800
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