Biodexa Pharmaceuticals
PLC(“Biodexa” or the “Company”)
Biodexa Announces Closing Of $6.0 Million
Underwritten Public Offering, Including Full Exercise Of
Overallotment Option
Closes acquisition of exclusive, worldwide
license to Tolimidone, Phase II Ready Type I Diabetes clinical
program
CARDIFF, United Kingdom, Dec. 21, 2023 (GLOBE
NEWSWIRE) - Biodexa Pharmaceuticals PLC, (Nasdaq: BDRX), a clinical
stage biopharmaceutical company developing a pipeline of innovative
products for the treatment of diseases with unmet medical needs,
today announced the closing of an underwritten public offering of
units for gross proceeds of approximately $6.0 million, which
includes the full exercise of the underwriter’s over-allotment
option to purchase additional shares and warrants, prior to
deducting underwriting discounts and commissions and offering
expenses payable by Biodexa.
Biodexa also announced the closing under the
assignment and exchange agreement (the “Assignment and Exchange
Agreement”) with Adhera Therapeutics, Inc. (“Adhera”) and certain
secured noteholders (the “Secured Noteholders”), pursuant to which
Adhera assigned all of its rights to the compound Tolimidone to
Biodexa, and the related license agreement (the “License
Agreement”) with Melior Pharmaceuticals I, Inc. (“Melior”),
pursuant to which Biodexa obtained an exclusive, worldwide,
sublicensable right to develop, manufacture, commercialize, or
otherwise exploit products containing Tolimidone for any field.
About Tolimidone
Tolimidone was originally discovered by Pfizer Inc. (“Pfizer”)
and was developed through Phase II for the treatment of gastric
ulcers. Tolimidone has been tested in over 700 patients. Pfizer
undertook a broad pre-clinical program to characterize the
pharmacology, pharmacokinetics, metabolism and toxicology of
tolimidone. Pfizer discontinued development of the drug due to lack
of efficacy for that indication in a Phase II clinical trial.
Tolimidone is a selective activator of the enzyme lyn kinase
which increases phosphorylation of insulin substrate -1, thereby
amplifying the signalling cascade initiated by the binding of
insulin to its receptor.
About the Offering
The underwritten public offering was comprised
of (a) 1,088,887 Class A Units (the “Class A Units”), priced at a
public offering price of $2.00 per Class A Unit, with each Class A
Unit consisting of (i) one Depositary Share (representing 400 of
the Company’s ordinary shares, nominal value £0.001 per share, the
“Ordinary Shares”), (ii) one Series E warrant to purchase one
Depositary Share at an exercise price of $2.20 per share,
which will expire on the five-year anniversary of the initial
exercise date (each a “Series E Warrant”), and (iii) one
Series F warrant to purchase one Depositary Share at an exercise
price of $2.20 per share, which will expire on the one-year
anniversary of the initial exercise date (each a “Series F
Warrant,” and together with the Series E Warrants, the “Warrants”),
and (b) 1,911,176 Class B Units (the “Class B Units”, and
collectively with the Class A Units, the “Units”), priced at a
public offering price of $1.9999 per Class B Unit, with each Class
B Unit consisting of (i) one pre-funded warrant (the “Pre-Funded
Warrants”), exercisable for one Depositary Share, (ii) one
Series E Warrant, and (iii) one Series F Warrant. Each
Pre-Funded Warrant has an initial exercise price per share equal to
$0.0001. The Pre-Funded Warrants are exercisable at any time
after the initial exercise date until exercised in full and they do
not expire. The securities comprising the Units are immediately
separable and will be issued separately.
Ladenburg Thalmann & Co. Inc. acted as sole
book-running manager in connection with the offering.
A total of 1,088,887 Depositary Shares,
Pre-Funded Warrants to purchase up to 1,911,176 Depositary Shares,
and Warrants to purchase up to 6,000,126 Depositary Shares were
issued in the underwritten public offering including the full
exercise of the over-allotment option.
In addition, in connection with the closings of
the Assignment and Exchange Agreement and License Agreement, the
Company paid Adhera a fee of $640,000, issued an aggregate of
224,947 Depositary Shares to certain of the Secured Noteholders and
an aggregate of 2,275,050 pre-funded warrants to certain of the
Secured Noteholders, and issued 354,428 Depositary Shares to
Melior. Subject to certain satisfaction of its obligations under
the License Agreement, the Company further expects to issue an
additional 354,428 of its Depositary Shares to Bukwang
Pharmaceuticals Co., Ltd.
The securities issued as part of the
underwritten public offering were offered pursuant to a
registration statement on Form F-1, as amended (File No.
333-274895), which was declared effective by the United States
Securities and Exchange Commission (“SEC”) on December 18,
2023.
The securities issued in connection with the
closings under the Assignment and Exchange Agreement and the
License Agreement were offered pursuant to the exemption from
registration afforded by Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”), and Regulation D promulgated
thereunder. Such Depositary Shares have not been registered under
the Act or applicable state securities laws, and may not be offered
or sold in the United States absent registration with the SEC or an
applicable exemption from such registration requirements.
This press release does not constitute an offer to sell
or the solicitation of an offer to buy, nor will there be any sales
of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. The
underwritten public offering is being made solely by means of a
prospectus. A final prospectus relating to this offering was filed
by Biodexa with the SEC on December 20, 2023. Copies of the final
prospectus can be obtained at the SEC’s website
at www.sec.gov or from Ladenburg Thalmann & Co. Inc.,
Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New
York 10019 or by email at prospectus@ladenburg.com.
About Biodexa Pharmaceuticals PLC
Biodexa Pharmaceuticals PLC (listed on NASDAQ:
BDRX) is a clinical stage biopharmaceutical company developing a
pipeline of products aimed at primary and metastatic cancers of the
brain. The Company’s lead candidate, MTX110, is being studied in
aggressive rare/orphan brain cancer indications including recurrent
glioblastoma and diffuse midline glioma.
MTX110 is a liquid formulation of the histone
deacetylase (HDAC) inhibitor, panobinostat. This proprietary
formulation enables delivery of the product via convection-enhanced
delivery (CED) at potentially therapeutic doses directly to the
site of the tumour, by-passing the blood-brain barrier and avoiding
systemic toxicity.
Biodexa is supported by three proprietary drug
delivery technologies focused on improving the bio-delivery and
bio-distribution of medicines. Biodexa’s headquarters and R&D
facility are in Cardiff, UK.
Forward Looking Statements
Certain statements in this announcement may
constitute “forward-looking statements” within the meaning of
legislation in the United Kingdom and/or United States. Such
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and are based on
management’s belief or interpretation. All statements
contained in this announcement that do not relate to matters of
historical fact should be considered forward-looking statements. In
certain cases, forward-looking statements can be identified by the
use of words such as “plans”, “expects” or “does not anticipate”,
or “believes”, or variations of such words and phrases or
statements that certain actions, events or results “may”, “could”,
“would”, “might” or “will be taken”, “occur” or “be
achieved.” Examples of forward-looking statements include,
among others, statements we make regarding the closing of the
offering of securities and the tolimidone license transaction.
Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond
the ability of the Company to control or predict, that may cause
their actual results, performance or achievements to be materially
different from those expressed or implied thereby, and are
developed based on assumptions about such risks, uncertainties and
other factors set out herein.
Reference should be made to those documents that
Biodexa shall file from time to time or announcements that may be
made by Biodexa in accordance with the rules and regulations
promulgated by the SEC, which contain and identify other important
factors that could cause actual results to differ materially from
those contained in any projections or forward-looking
statements. These forward-looking statements speak only as of
the date of this announcement. All subsequent written and
oral forward-looking statements by or concerning Biodexa are
expressly qualified in their entirety by the cautionary statements
above. Except as may be required under relevant laws in the
United States, Biodexa does not undertake any obligation to
publicly update or revise any forward-looking statements because of
new information, future events or events otherwise arising.
For more information, please contact:
Biodexa Pharmaceuticals PLC |
Stephen Stamp, CEO, CFO |
Tel: +44 (0)29 20480 180 |
www.biodexapharma.com |
Edison Group (US Investor
Relations) |
Alyssa Factor |
Tel: +1 (860) 573
9637 |
Email:
afactor@edisongroup.com |
Biodexa Pharmaceuticals (NASDAQ:BDRX)
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