23 Jun 2015 07:00
Motif Bio plc
Placing to raise £22 million, appointment of Nominated Adviser and Joint Broker and notice of General Meeting
Motif Bio plc (LSE: MTFB), the clinical stage biopharmaceutical company specialising in developing novel antibiotics, is pleased to announce that the Company has today conditionally placed 44,000,000 new ordinary shares, through Zeus Capital and Northland Capital Partners as joint brokers to the Company, at a placing price of 50p per ordinary share with institutional investors to raise £22 million.
The Placing is conditional, inter alia, upon:
(i) Shareholders approving the Resolutions at the General Meeting to grant to the Directors the authorityto allot the Placing Shares and permit the disapplication of statutory pre-emption rights in respect of the allotment of the Placing Shares; and
(ii) the successful grant of the QIDP designation for iclaprim in the US (such grant not to be later than 24 July 2015).
The Company further announces the appointment of Zeus Capital as its Nominated Adviser and Joint Broker with immediate effect.
Graham Lumsden, CEO, commented:
"Following so quickly on from our AIM-listing in early April 2015, and the FDA's approval of our proposed Phase III clinical development programme for iclaprim on April 15, I am very pleased to see this level of support and confidence from institutions. At our IPO, we indicated that we would, with sufficient funding, be in a position to commercialise iclaprim within 36 months of our listing, and this fund-raising is key to realising this exciting goal. We are confident that we remain on target."
Defined terms used in this announcement have the same meaning as those used in the circular relating to the Placing, a copy of which will shortly be available on the Company's website at www.motifbio.com and which will also be posted to shareholders today.
Your attention is drawn to the information contained in the Circular and you should not rely solely on the summary set out herein.
Enquiries:
Motif Bio plc Graham Lumsden (Chief Executive Officer) Robert Bertoldi (Chief Financial Officer) www.motifbio.com
| info@motifbio.com |
Zeus Capital Limited (Nominated Advisor & Joint Broker) | +44 (0) 207 533 7727 |
Phil Walker, John Treacy Dominic Wilson
| |
Northland Capital Partners Limited (Joint Broker) | +44 (0) 20 7382 1100 |
Gerry Beaney/David Hignell John Howes/Mark Treharne (Broking)
| |
Plumtree Capital Limited (Financial Advisor) | +44 (0) 207 183 2493 |
Stephen Austin
| |
Yellow Jersey PR Limited (Financial PR) Dominic Barretto/Philip Ranger
| +44 (0) 7768 537 739 |
MC Services (Trade PR) Raimund Gabriel Shaun Brown
|
+49 (0) 89 210 2280 +44 (0) 207 148 5998 |
INTRODUCTION
Motif Bio plc is a clinical stage biopharmaceutical company, which specialises in developing novel antibiotics designed to be effective against serious and life-threatening infections caused by multi-drug resistant bacteria. The Company has a leading antibiotic candidate, iclaprim, in clinical development and MTF-001, a preclinical stage programme to design a best-in-class DHFRi, and has built a team of scientists and experts with extensive drug development experience.
At the time of the admission of the Company's shares to trading on AIM on 2 April 2015, the Company stated that additional funding would be needed to carry out the two Phase III clinical trials on iclaprim and to progress the other drug development programmes that the Company was developing. Subject to funding being available, the Directors anticipate that iclaprim could be ready for commercialisation within approximately 36 months.
The Company today announces that it has raised £20.75 million, net of expenses, by the proposed allotment and issue by the Company of the Placing Shares at the Placing Price. The Placing is being effected by Zeus Capital and Northland, acting as the Company's Joint Brokers on the Placing.
The net proceeds of the Placing will be used: (a) to complete preparations to enter Phase III trials with iclaprim, including: (i) ensuring that trial sites for the Phase III trials are set up and ready for the trials to be conducted; (ii) re-qualifying existing iclaprim API; (iii) formulating iclaprim clinical trial supplies; (iv) sourcing vancomycin clinical trial supplies, and (v) commencing the Phase III trials of iclaprim; (b) to fund part of the ABSSSI trials for iclaprim; (c) for additional preparations to enable "first patient in" in the second half of 2015; (d) to advance the Company's portfolio, including potentially initiating the chemistry programme for MTF-001 and investing in external collaborations to potentially secure one or more novel antibiotic programmes from existing relationships that the Company has established; and (e) to start development work on an oral formulations of iclaprim and on exploring additional iclaprim indications and formulations.
The Placing is conditional, inter alia, upon:
(iii) Shareholders approving the Resolutions at the General Meeting to grant to the Directors the authorityto allot the Placing Shares and permit the disapplication of statutory pre-emption rights in respect of the allotment of the Placing Shares; and
(iv) the successful grant of the QIDP designation for iclaprim in the US (such grant not to be later than 24 July 2015).
The Resolutions, if passed, will also grant the Directors certain share authorities in respect of the Enlarged Share Capital, which the Company will routinely seek at its annual general meeting each year.
DEVELOPMENTS SINCE ADMISSION
FDA agreement of the Company's Phase III trial program for iclaprim
On 15 April 2015, 13 days following the commencement of trading in the Ordinary Shares on AIM, the Company announced that the FDA had agreed to the Company's proposed Phase III clinical development programme for iclaprim.
The Phase III programme is designed to obtain FDA marketing approval for an intravenous formulation of iclaprim in the treatment of ABSSSI and HABP caused by Gram positive pathogens, including resistant strains such as MRSA and MDRSP. The FDA confirmed that two ABSSSI trials or one ABSSSI trial plus one HABP trial meeting their pre-specified primary endpoints are required for FDA approval of iclaprim. The Company has partnered with a leading CRO and the estimated Phase III trial costs amount to approximately £31.6 million (US$50 million) for completion over 18 months of two ABSSSI trials. Assuming that sufficient funds can be raised or a partnership can be entered into, the first Phase III trial for ABSSSI is expected to commence in the second half of 2015.
Letters of Intent and interim agreement with CRO
On 1 June 2015, the Company announced that its wholly-owned subsidiary, Motif BioSciences, Inc., had signed letters of intent and interim agreements with a leading global CRO. Under the terms of the interim agreements, the CRO will undertake preparations for two Phase III, randomised, double-blind, multicentre clinical trials to evaluate the efficacy and safety of intravenous iclaprim versus intravenous vancomycin in the treatment of ABSSSIs suspected or confirmed to be due to Gram-positive pathogens. The selected CRO is one of the world's top five providers of Phase I-IV clinical trial management services and to date, has contributed to the development of all of the top 50 prescription medicines on the market. The CRO has unique insights into infectious disease clinical trials with over 17,000 patients in more than 150 studies.
QIDP Application
Although the original patents for iclaprim were abandoned prior to the Company acquiring the compound from Nuprim, Inc. on 2 April 2015, the Directors believe that iclaprim could be granted market and/or data exclusivity by the FDA which will impose a high barrier to entry for competitors seeking to compete with the Company. In this regard, the Company applied for QIDP designation for iclaprim in the US in April 2015. There can be no guarantee that the Company will receive confirmation within the expected time period or at all.
Assuming that QIDP designation is granted, iclaprim will receive 10 years of marketing exclusivity in the US from the date of approval, assumed to be in the first half of 2018, consisting of a 5 year extension to the 5 years of marketing exclusivity granted under Hatch-Waxman. In Europe, the generation of additional data in clinical trials can result in 10 years of data exclusivity.
BACKGROUND TO AND REASONS FOR THE PLACING
The Group has made significant progress in a short period of time towards the goal of completing the clinical development of iclaprim and bringing this novel antibiotic to market. Following the acquisition of the late stage clinical asset, the scientists working with the Group were able to review the wealth of safety and efficacy data that was generated from previous Phase III trials that were completed for iclaprim and identified a number of ways to improve this new Phase III programme based on: a careful analysis of the existing data; the evolving knowledge of infectious diseases; and the improved regulatory environment. As a result of this work, the Group now has agreement from the FDA to initiate a new Phase III programme for iclaprim.
Iclaprim works in a different way to most other antibiotics and has a very low propensity for resistance development. This is important because as bacteria continue to develop resistance, several different classes of antibiotic, with different mechanisms will be needed to help fight against the looming public health crisis. Assuming that the clinical programme can be completed successfully, iclaprim may become an essential addition to the range of effective, life-saving antibiotics used by hospital doctors.
With new incentives from governments, including the GAIN Act in the US, broad recognition by politicians and regulators of the need to help speed the development of novel antibiotics, and the unique properties of iclaprim, the Company is well placed to make an important contribution in response to the challenges of anti-microbial resistance and the need for novel antibiotics.
Now that the Company has received the FDA's agreement, the Phase III trial programme approval has been granted and a CRO has been identified, the Company has undertaken the Placing to secure part of the additional funding that the Company identified at admission of the Ordinary Shares to trading on AIM on 2 April 2015 as being required to progress the Phase III trials with iclaprim.
USE OF PROCEEDS
The net proceeds of the Placing will be used:
a) to complete preparations to enter Phase III trials with iclaprim, including:
(i) ensuring that trial sites for the Phase III trials are set up and ready for the trials to be conducted;
(ii) re-qualifying existing iclaprim API;
(iii) formulating iclaprim clinical trial supplies;
(iv) sourcing vancomycin clinical trial supplies, and
(v) commencing the Phase III trials of iclaprim;
b) to fund part of the ABSSSI trials for iclaprim;
c) to fund additional preparations to enable "first patient in" in the second half of 2015;
d) to advance the Company's portfolio, including potentially initiating the chemistry programme for MTF-001 and investing in external collaborations to potentially secure one or more novel antibiotic programmes from existing relationships that the Company has established; and
e) to start development work on an oral formulations of iclaprim and on exploring additional iclaprim indications and formulations.
The Company will require further capital in order to complete the Phase III trials of iclaprim and the Board will continue to explore further funding options including strategic partnerships with other pharmaceutical companies, non-dilutive government funding from grants and further issues of Ordinary Shares, subject to the Directors being satisfied as to the issue price for the shares to be issued at the time.
CURRENT PROSPECTS AND OUTLOOK
Since admission of the Ordinary Shares to trading on AIM on 2 April 2015, the Group has continued to focus on the development of its two lead products, iclaprim and MTF-001, and therefore no revenue has been generated in the review period. The Group's largest expenditure has been the acquisition of Nuprim, Inc. and general and administrative costs, which include expenses charged by Amphion Innovations plc and Amphion Innovations (US), Inc., and outside consultancy fees from partners and engaged consultants who lead the development of products.
The Directors believe that the Company's prospects remain extremely positive and confirm that since admission of the Ordinary Shares to trading on AIM on 2 April 2015, the Company has progressed in line with expectations.
DETAILS OF THE PLACING
Subject to Admission, the Company will issue 44,000,000 Placing Shares which will raise £22 million, before expenses, and £20.75 million after the expenses of the Placing (which are estimated to be £1.25 million (excluding VAT) in total). The Placing Shares have been conditionally placed by Zeus Capital and Northland, as agents for the Company, with institutional investors in accordance with the terms of the Placing Agreement.
The Placing Shares to be issued pursuant to the Placing will represent approximately 40.7 per cent. of the Enlarged Share Capital. The Placing Shares will, following Admission, rank in full for all dividends and distributions declared, made or paid in respect of the issued Ordinary Share capital of the Company and otherwise rank pari passu in all other respects with the Existing Ordinary Shares. The Placing Price represents a discount of 22.2 per cent. to the closing mid-market price of 64.25 pence per Ordinary Share as at 22 June 2015 (being the latest practicable date prior to the date of the Circular).
The Placing Agreement
On 23 June 2015 the Company entered into the Placing Agreement with Zeus Capital pursuant to which Zeus Capital as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing Agreement is conditional upon, inter alia:
● the Resolutions being duly passed at the General Meeting;
● none of the warranties or undertakings given to Zeus Capital prior to Admission being or becoming untrue, inaccurate or misleading in any respect;
● successful grant of the QIDP designation for iclaprim in the US such grant not to be later than 24 July 2015; and
● Admission becoming effective on or before the Expected Date of Admission, but in any event by no later than 31 July.
The Placing Agreement contains customary warranties given by the Company in favour of Zeus Capital in relation to, inter alia, the accuracy of the information in the Circular and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Zeus Capital in relation to certain liabilities which Zeus Capital may incur in respect of the Placing.
Zeus Capital has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event of a breach of any of the warranties or a material adverse change.
The Placing Agreement provides for the Company to pay all costs, charges and expenses of, or incidental to, the Placing and Admission including all legal and other professional fees and expenses.
The Company has agreed to pay Zeus Capital a commission in relation to the value of the Placing Shares, an advisory fee and to grant to Zeus a warrant of one per cent. of the Enlarged Share Capital exercisable at the Placing Price per warrant for a period of 5 years from the date of Admission (subject to adjustment in certain circumstances). Northland shall also receive commission on the aggregate value of the Placing Shares issued at the Placing Price to investors introduced by Northland.
DIRECTORS' AND OTHER INTERESTS
As at the date of the Circular and immediately following Admission, the interests (all of which are beneficial unless otherwise stated), whether direct or indirect, of the Directors and their families (within the meaning set out in the AIM Rules) in the issued share capital of the Company and the existence of which is known to or could, with reasonable diligence, be ascertained by that Director, are as follows:
Before Admission No of issued Percentage ofOrdinary issued Ordinary | Following Admission No of issued Percentage ofOrdinary issued Ordinary | |||
Name | Shares | Shares | Shares | Shares |
Richard Cecil Eversfield Morgan | 190,916 | 0.30 | 190,916 | 0.18 |
Graham George Lumsden | - | - | - | - |
Robert ("Bob") Joseph Bertoldi | 61,251 | 0.10 | 61,251 | 0.06 |
Charlotta Ginman-Horrell | 125,000 | 0.19 | 125,000 | 0.12 |
Jonathan Gold | 148,608 | 0.23 | 148,608 | 0.14 |
Zaki Hosny | 215,550 | 0.34 | 215,550 | 0.20 |
Dr Mary Lake Polan | 13,000 | 0.02 | 13,000 | 0.01 |
Dr John Wilbur Stakes III | 71,850 | 0.11 | 71,850 | 0.07 |
Bruce Andrew Williams | 105,350 | 0.16 | 105,350 | 0.10 |
SIGNIFICANT SHAREHOLDERS
As at 22 June 2015, the Directors are aware of the following persons who, directly or indirectly, are interested in three per cent. or more of the Company's existing Ordinary Share Capital before Admission and their resultant holdings after Admission:
Before Admission* No of issued Percentage ofOrdinary issued Ordinary | Following Admission No of issued Percentage ofOrdinary issued Ordinary | |||
Name | Shares | Shares | Shares | Shares |
Amphion group** | 28,320,875 | 44.09 | 28,320,875 | 26.17 |
Michael Floyd | 4,810,337 | 7.49 | 4,810,337 | 4.44 |
Khalid Islam | 4,810,337 | 7.49 | 4,810,337 | 4.44 |
Spreadex Limited | 4,000,000 | 6.23 | 4,000,000 | 3.70 |
Invesco Perpetual | - | - | 25,000,000 | 23.10 |
Aviva Investors Global Services Limited | - | - | 9,200,000 | 8.50 |
Standard Life Investments Limited | - | - | 4,600,000 | 4.25 |
* The percentages shown are based on the most recent share register analysis or latest date of notification.** The Amphion group consists of the shareholdings of Amphion Innovations plc, Amphion Innovations (US), Inc. and MSA Holdings BSC.
RECOMMENDATION AND IRREVOCABLE UNDERTAKINGS
The Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 931,525 Existing Ordinary Shares, representing approximately 1.45 per cent. of the Existing Ordinary Shares.
In addition to the Directors, certain other shareholders, have irrevocably undertaken to vote in favour of the Resolutions in respect of the Existing Ordinary Share in which they are interested, amounting in aggregate to 33,131,212 Existing Ordinary Shares, representing 51.58 per cent of the Existing Ordinary Shares.
PLACING STATISTICS
Placing Price | 50p |
Number of Placing Shares | 44,000,000 |
Number of Existing Ordinary Shares (1) | 64,238,442 |
Enlarged Share Capital following Admission | 108,238,442 |
Percentage of the Enlarged Share Capital represented by the Placing Shares | 40.7 per cent. |
Gross Proceeds of the Placing | £22 million |
Estimated net proceeds of the Placing | Approximately £20.75 million |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Circular document posted to Shareholders (by first class post) | 23 June 2015 |
Latest time and date for receipt of Form of Proxy | 12 noon on 8 July 2015 |
General Meeting | 12 noon on 10 July 2015 |
Admission and dealings in the Placing Shares expected to commence on AIM on the later of: | (i) the business day following the General Meeting: or (ii) 3 clear business days following receipt of QIDP designation such grant not being later than 24 July 2015. |
Dispatch of definitive share certificates in respect of the Placing Shares to be held in certificated form | Within 14 days of Admission |
EXCHANGE RATES
The exchange rate used throughout this document, unless otherwise stated, is £1 = US$1.58, being the closing rate on 22 June 2015, being the last practicable date prior to publication of this document.Notes:
1. As at 22 June 2015, the last business day prior to publication of this document.
2. Each of the times and dates above are indicative only and if any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.
3. All of the above times refer to London time unless otherwise stated.
4. All events listed in the above timetable following the General Meeting are conditional on the passing at the General Meeting of the Resolutions.
DEFINITIONS
The following words and expressions shall have the following meanings in the Circular unless the context otherwise requires:
"Admission" | the admission to trading on AIM of the Placing Shares becoming |
"AIM" | the AIM market operated by the London Stock Exchange; |
"AIM Rules" | the rules for AIM companies as published by the London Stock Exchange from time to time; |
"Articles" | the articles of association of the Company; |
"Board" or "Directors" | the board of directors of the Company; |
"Business Day" | any day which is not a Saturday, Sunday or public holiday on which |
"certificated" or "in certificated form" | a share or other security which is not in uncertificated form (that is, not in CREST); |
"Circular" or "the document" | the circular prepared in relation to the Placing and Admission; |
"Company" or "Motif" | Motif Bio plc, a company registered in England and Wales with registered number 09320890 and having its registered office at One Tudor Street, London, EC4Y 0AH; |
"CREST" | the computerised settlement system to facilitate transfer of title to or interests in securities in uncertificated form operated by Euroclear UK & Ireland Limited; |
"Enlarged Share Capital" | the entire issued ordinary share capital of the Company immediately following Admission; |
"Existing Ordinary Shares" | the 64,238,442 Ordinary Shares currently in issue at the date of the document; |
"Expected Date of Admission" | the later of: (i) the Business Day following the General Meeting: or (ii) 3 clear Business Days following receipt of QIDP designation such grant not to be later than 24 July 2015, but not later than 31 July 2015; |
"Form of Proxy" | the form of proxy for use at the General Meeting which accompanies the document; |
"FSMA" | the UK Financial Services and Markets Act 2000, as amended; |
"General Meeting" | the general meeting of the Company, notice of which is set out at pages 16-17 of the document; |
"Group" | the Company and its Subsidiary; |
"Joint Brokers" | Zeus Capital and Northland; |
"London Stock Exchange" | London Stock Exchange plc; |
"Northland" | Northland Capital Partners Limited, a company incorporated in England with company number 02617599 and having its registered office at 131 Finsbury Pavement, London, EC2A 1NT, and who at the date of the document is appointed as the joint broker to the Company; |
"Notice of General Meeting" | the notice of the General Meeting, which is set out at pages 16-17 of the document; |
"Ordinary Shares" | ordinary shares of one penny each in the share capital of the Company; |
"Placing" | the conditional placing of the Placing Shares by Zeus Capital and Northland; |
"Placing Agreement" | the conditional placing agreement entered into between the Company and Zeus Capital on 23 June 2015; |
"Placing Price" | 50 pence per Placing Share; |
"Placing Shares" | 44,000,000 Ordinary Shares to be issued by the Company pursuant to the Placing; |
"Registrars" | Share Registrars Limited of Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey, GU9 7LL, United Kingdom; |
"Resolutions" | the resolutions to be proposed at the General Meeting, as set out in the Notice of General Meeting; |
"Shareholder(s)" | holder(s) of Ordinary Shares; |
"Subsidiary" | Motif BioSciences, Inc. a domestic for-profit corporation incorporated in Delaware on 2 December 2003 with corporation number 3734188 and having its registered office at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, County of Kent, USA; |
"UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland; |
"uncertificated" or "in uncertificated form" | a share or security recorded in the Company's register of members as being held in uncertificated form, title to which may be transferred by means of CREST; |
"US" or "United States" | the United States of America; and |
"Zeus Capital" or "Nominated Adviser" or "Nomad" | Zeus Capital Limited, a company incorporated in England with company number 04417845 and having its registered office at 82 King Street, Manchester, M2 4WQ and who at the date of the document is appointed as the nominated adviser and joint broker to the Company. |
GLOSSARY OF TECHNICAL TERMS
"ABSSSI" | acute bacterial skin and skin structure infections; |
"API" | active pharmaceutical ingredient; |
"clinical development" | human testing (healthy volunteers and patients) of pharmaceutical products; |
"CRO" | clinical research organisation; |
"cSSSI" | complicated skin and skin structure infections; |
"DHFRi" | a dihydrofolate reductase inhibitor (DHFR inhibitor) being a molecule that inhibits the function of dihydrofolate reductase and is a type of antifolate; |
"FDA" | the US Food and Drug Administration; |
"GAIN Act" | the US Generating Antibiotic Incentives Now Act (which was signed into law on 9 July 2012) which mandates faster review times at the FDA and grants new antibiotics 5 additional years of market exclusivity from the date of approval in the US for a total market exclusivity period of 10 years; |
"Gram-positive and Gram-negative bacteria" | Gram-positive bacteria are a class of bacteria that take up the crystal violet stain used in the Gram staining method of bacterial differentiation. The thick peptidoglycan layer in the cell wall that encases their cell membrane retains the stain, making definitive identification possible. Gram-negative bacteria are a class of bacteria that do not retain the crystal violet stain used in the Gram staining method of bacterial differentiation, making positive identification possible. The thin peptidoglycan layer of their cell wall is sandwiched between an inner cell membrane and a bacterial outer membrane. In Gram staining, the outer lipid-based membrane of Gram-negative bacteria is removed by an alcohol solution. The alcohol also decolorises the then exposed peptidoglycan layer by dissolving away the previously applied crystal violet. A counterstain (safranin or fuchsine) is then added which recolourises the bacteria red or pink; |
"HABP" | hospital acquired bacterial pneumonia; |
"Hatch Waxman" | the Drug Price Competition and Patent Term Restoration Act 1984; |
"lead compound" | the compound or molecule selected from a series or family of compounds based on specific qualities that are expected to translate into the best potential for a successful medicine; |
"MDRSP" | Multi-Drug Resistant Streptococcus Pneumonia |
"mechanism" | the way a medicine works; |
"MRSA" | methicillin-resistant staphylococcus aureus, a type of bacterial infection that is resistant to a number of widely used antibiotics; |
"MTF 001" | a preclinical stage programme to design a best-in-class DHFRi; |
"Phase I study" | first stage of clinical testing in healthy volunteers; |
"Phase II study" | clinical trials in a small number of patients (usually 20-30) to determine safety and efficacy of a new medicine; |
"Phase III study" | the final stage of clinical trials prior to seeking regulatory approval, to determine efficacy and safety in a large number of patients (usually several hundred); |
"preclinical stage programme" | laboratory and animal testing prior to being allowed to test the product in humans; and |
"QIDP" | Qualified Infectious Disease Product. |
Notes to Editors:
Motif is a clinical stage biopharmaceutical company, which specialises in developing novel antibiotics designed to be effective against serious and life-threatening infections caused by multi-drug resistant bacteria. The Company has a lead antibiotic candidate, iclaprim, in clinical development and MTF-001, a preclinical stage programme to design a best-in-class dihydrofolate reductase inhibitor (DHFRi).
Iclaprim is being developed for the treatment of the most common and serious bacterial infections such as acute bacterial skin and skin structure infections (ABSSSI) and hospital acquired bacterial pneumonia (HABP), including those caused by resistant strains such as MRSA (methicillin-resistant Staphylococcus aureus) and MDRSP (multi-drug resistant Streptococcus pneumoniae) that have become prevalent in patients in both the community and hospital settings.