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 pricing of an underwritten public offering of
units.
Ladenburg Thalmann & Co. Inc. is acting as
sole book-running manager in connection with the offering.
The underwritten public offering is comprised of
(a) 697,614 Class A Units (the “Class A Units”), 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”),
with each Class A Unit offered to the public at an offering price
of $2.00 per Class A Unit, and (b) 1,911,176 Class B Units (the
“Class B Units”, and collectively with the Class A Units, the
“Units”), 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, with each Class B Unit offered to the public at an
offering price of $1.9999 per Class B Unit.
Each Pre-Funded Warrant has an 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. Each Series E
Warrant and Series F Warrants has an exercise price per share equal
to $2.20. The Series E Warrants and Series F Warrants are
immediately exercisable upon issuance and will expire on the fifth
and first anniversary, respectively, of their respective initial
exercise date. The Pre-Funded Warrants and warrants issued in this
offering are fixed priced and do not contain any variable pricing,
resets, alternative cashless exercise or price based anti-dilution
features.
The securities comprising the Units are
immediately separable and will be issued separately. The closing of
the offering is expected to take place on or about December 21,
2023, subject to the satisfaction or waiver of customary closing
conditions.
A total of 697,614 Depositary Shares, Pre-Funded
Warrants to purchase up to 1,911,176 Depositary Shares, and
Warrants to purchase up to 5,217,580 Depositary Shares will be
issued in the underwritten public offering. In addition, the
Company has granted the underwriters a 45-day option to purchase up
to an additional 391,273 Depositary Shares, Series E Warrants to
purchase an additional 391,273 Depositary Shares and/or Series F
Warrants to purchase an additional 391,273 Depositary Shares, to
cover over-allotments, if any, at the public offering price per
Depositary Shares and per Warrant, less the underwriting discounts
and commissions.
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.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 will be
filed by Biodexa with the SEC. When available, 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 is 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.
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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Biodexa Pharmaceuticals (NASDAQ:BDRX)
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