NOT FOR PUBLICATION, DISTRIBUTION OR
RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY
OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
APPLICABLE LAW. THIS ANNOUNCEMENT
IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
AND THE REPUBLIC OF SOUTH AFRICA.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED
HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION
WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY
JURISDICTION.
May 24, 2023
Biodexa Pharmaceuticals
PLCAnnounces
US$3.32
Million Registered Direct Offering
Biodexa Pharmaceuticals PLC (Nasdaq: BDRX)
(“Biodexa” or the “Company”), a clinical stage biopharmaceutical
company developing a pipeline of products aimed at primary and
metastatic cancers of the brain, is pleased to announce a fundraise
of gross proceeds of approximately US$3.32 million
(c.£ 2.67 million) raised pursuant to a registered direct
offering (the “Registered Direct Offering”) in the United States
utilizing the Company’s existing share capital authorities, via the
issuance of 22,135,922 new American Depositary Shares (the
“Registered ADSs”) at a price of US$0.15 per Registered ADS
representing 110,679,610 new ordinary shares at a price of
approximately US$0.03 per ordinary share (the “Offering”).
The Offering is expected to close on or around
May 26, 2023, subject to customary closing conditions. The net
proceeds of the Offering will be approximately US$2.61 million
(c.£2.11 million) which the Company intends to utilise for working
capital and general corporate purposes.
Ladenburg Thalmann & Co. Inc. is acting as
the exclusive placement agent for the Offering.
In addition, subject to shareholder approval,
the purchasers will be issued (i) 33,203,883 Series C warrants (the
"Series C Warrants") to purchase up to 33,203,883 new American
Depositary Shares (the “Series C Warrant ADSs”) and (ii) 22,135,922
Series D warrants (the "Series D Warrants" and, together with the
Series C Warrants, the "Warrants") to purchase up to 22,135,922 new
American Depositary Shares (the “Series D Warrant ADSs” and,
together with the Series C Warrant ADSs, the “Warrant ADSs”), in a
Private Placement (together with the Registered Direct Offering,
the “Offering”). The Warrants sold in the Private Placement will be
delivered and become exercisable upon receipt of shareholder
approval to allot the Warrants, the Warrant ADSs and the ordinary
shares underlying the Warrant ADSs (the “Warrant Shares”) offered
in the Private Placement without triggering statutory preemptive
rights under the laws of England and Wales (the “Biodexa
Shareholder Approval”). The Warrants are exercisable at an exercise
price of US$0.20 per American Depositary Share. The Series C
Warrants will expire one year from the initial exercise date and
may be exercised on a cashless basis. The Series D Warrants will
expire five years from the initial exercise date and may be
exercised on a cashless basis if and only if the Company has not
filed a registration statement registering the Warrant Shares
underlying the Series D warrants within six months of the initial
exercise date.
The Registered ADSs described above are being
offered pursuant to a shelf registration statement (File
No. 333-267932) which became effective on 26 October
2022. The Registered ADSs may be offered only by means of a
prospectus supplement that forms a part of the effective
registration statement. A prospectus supplement and the
accompanying prospectus relating to the Registered Direct Offering
will be filed with the U.S. Securities and Exchange Commission
(“SEC”). Electronic copies of the prospectus supplement and the
accompanying prospectus may be obtained, when available, from the
SEC’s website at http://www.sec.gov or from Ladenburg Thalmann
& Co. Inc., at Attn: Prospectus Department, 640 Fifth
Avenue, 4th Floor, New York, NY 10019 or by e-mail at
prospectus@ladenburg.com.
Pursuant to a registration rights agreement with
the investors, the Company has agreed to file one or more
registration statements with the SEC covering the resale of the
Warrant ADSs.
Current Financial Position
The Company’s cash balance as at
31 December 2022 was approximately £2.84 million which we
expect to be sufficient to fund operations into the fourth quarter
of 2023. Biodexa’s current cash balance is approximately
£3.81 million. Following the Company’s receipt of the net
proceeds from the Registered Direct Offering, Biodexa expects its
cash resources to remain sufficient to fund operations into the
first quarter of 2024.
Accordingly, should the Registered
Direct Offering not be completed, the Company would need to seek
urgently alternative sources of funding.
There can be no guarantee that the Company will be
able to find alternative sources of potential funding, which may or
may not be on similar commercial terms, and may not be obtainable
on a timely basis, or at all. If
the Private Placement does not proceed, it is likely that the
Company would be unable to continue to develop and
commercialise
any of its assets and may not be able to continue as a
going concern. If any alternative
sources of potential funding are not available, the
Directors of the
Company believe that it is likely that the Company
would be forced to enter into administration processes shortly
after the forthcoming
General
Meeting.
For more information, please contact:
Biodexa Pharmaceuticals PLCStephen Stamp, CEO
and CFOTel: +44 (0)29 20480 180www.biodexapharma.com
Edison Group (US Investor Relations)Alyssa
FactorTel: +1 (860) 573 9637Email: afactor@edisongroup.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 chemotherapeutic 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 is in Cardiff, UK. For more information visit
www.biodexapharma.com.
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.
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.
No Offer or Solicitation
This announcement or any part of it is for
information purposes only and is not intended to and does not
constitute an offer to sell or issue or the solicitation of an
offer to subscribe for or buy or an invitation to subscribe for or
purchase any securities or the solicitation of any vote or approval
in respect of such actions in any jurisdiction, nor shall there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
ADDITIONAL INFORMATION
Further Information on the Private
Placement
The Directors have considered the funding
requirements for the execution of the Company’s business plan.
Taking account of Biodexa’s existing resources (less the costs
associated with the Registered Direct Offering and Private
Placement), the Board expects that the Company would have an
operational cash runway to first quarter of 2024.
Details of the Private Placement
There will be no offer to the public in the
United Kingdom (including to the Company’s existing shareholders
generally) or the United States of securities in connection with
the Private Placement.
All Warrants issued in the Private Placement
will not be registered under the Securities Act. Following the
closing of the Private Placement the Company will be required to
file a registration statement with the SEC to register the Warrant
ADSs that underly such Warrants. Shareholders should consult their
legal advisers as to whether they are affiliates of the Company for
the purposes of US securities law.
All of the Directors and officers of Biodexa
have agreed, subject to limited exceptions, with Ladenburg not to
offer, pledge, announce the intention to sell, sell, contract to
sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase
or otherwise dispose of, directly or indirectly, or enter into any
swap or other agreement that transfers, in whole or in part, any of
the economic consequences of ownership of the Company’s ADSs or any
securities convertible into, or exercisable or exchangeable for,
ADSs for a period of 90 days following the date of
effectiveness of the Registration Statement.
The purchasers have agreed, subject to limited
exceptions, with the Company that during the period beginning on
the pricing date of the Offering and ending at 5:00 pm Eastern Time
on May 30, 2023 (the “Restricted Period”), the purchasers shall not
sell, dispose or otherwise transfer, directly or indirectly, on any
trading day during the Restricted Period, any securities of the
Company in an amount representing more than 15% of the cumulative
trading volume of the ADSs for such trading day.
Placement Agency Agreement
Pursuant to the Placement Agency Agreement,
Ladenburg has agreed to use its reasonable best efforts as agent of
the Company to procure subscribers for the Securities.
The Placement Agency Agreement contains certain
representations, warranties and indemnities from the Company in
favour of Ladenburg and is conditional, inter alia, upon:
- all corporate
proceedings and other legal matters in connection with the
Placement Agency Agreement and the registration, sale and delivery
of the Registered ADSs and the Warrants, which includes obtaining
Biodexa Shareholder Approval at the Annual General Meeting, shall
have been completed or resolved in a manner reasonably satisfactory
to Ladenburg; and
- the delivery of
certain documents to Ladenburg, including lock-up agreements
executed by each of the directors of the Company and a legal
opinion from each of Brown Rudnick LLP (as legal advisors to the
Company on English law) and Orrick, Herrington & Sutcliffe LLP
(as legal advisors to the Company on U.S. law) in connection
with the allotment, issuance and sale of the Registered ADSs and
the Warrants.
In accordance with the Placement Agency
Agreement, the Company has agreed to pay Ladenburg a cash fee in an
amount equal to 8% of the aggregate gross proceeds of the
Private Placement and to issue to Ladenburg or its designees
Warrants (the “Placement Agent Warrants”) equal to 4% of the
total number of the Registered ADSs. The Company has also agreed to
pay Ladenburg a management fee equal to 1% of the gross
proceeds raised in the Offering and an expense allowance of up to
US$85,000 for legal fees and other out-of-pocket expenses. The
exercise price of the Placement Agent Warrants will be 125% of
the offering price of the Registered ADSs and shall terminate three
years from the date of the offering of the Placement Agent
Warrants.
The Placement Agency Agreement may be terminated
without liability by Ladenburg by notice to the Company at any time
on or prior to Completion if, inter alia, the Company fails to
comply with its obligations under the Placement Agency Agreement,
if there is a material adverse change on the results of operations,
assets, business, or condition (financial or otherwise) of the
Company and its subsidiaries or if there is a material adverse
effect on the Company’s ability to perform in any material respect
on a timely basis its obligations under any documents to be entered
into in connection with the Private Placement.
Biodexa Pharmaceuticals (NASDAQ:BDRX)
過去 株価チャート
から 4 2024 まで 5 2024
Biodexa Pharmaceuticals (NASDAQ:BDRX)
過去 株価チャート
から 5 2023 まで 5 2024