6-K
Biodexa Pharmaceuticals Plc (BDRX)
UNITED STATES
SECURITIES ANDEXCHANGE COMMISSION
WASHINGTON, D.C.20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number 001-37652
Biodexa Pharmaceuticals PLC
(Translation of registrant’s name into English)
1 Caspian Point,
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
On March 30, 2023, Biodexa Pharmaceuticals PLC (the “Company”) issued a press release announcing that it issued to various investors 6,218,265 new ordinary shares of £0.02 each in the Company, pursuant to exercise notices in respect of 1,243,653 Series B Warrants. A copy of the press release is attached hereto as Exhibit 99.1.
The information included in this report on Form 6-K shall be deemedto be incorporated by reference into the registration statements on Form S-8 (File Number 333-209365) and Form F-3 (File Number 333-267932)of the Company (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on whichthis report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
SUBMITTED HEREWITH
Attached to the Registrant’s Form 6-K filing for the month of March 2023 is:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated March 30, 2023. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Biodexa Pharmaceuticals PLC | ||
|---|---|---|
| Date: March 30, 2023 | By: | /s/ Stephen Stamp |
| Stephen Stamp | ||
| Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
30 March 2023
Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)
Exercise of Warrantsand Issue of Equity
Total Voting Rights
Biodexa Pharmaceuticals PLC (AIM: BDRX; Nasdaq: BDRX), a drug delivery technology company focused on improving the bio-delivery and biodistribution of medicines, announces that it has today issued to various investors 6,218,265 new ordinary shares of £0.02 each in the Company (“New Ordinary Shares”), pursuant to exercise notices in respect of 1,243,653 B Warrants received yesterday. All A Warrants and B Warrants have now been exercised and all such warrants were exercised on a cashless basis. Further details are set out in the Company’s circular dated 7 March 2023.
Admission and total voting rights
Application has been made to the London Stock Exchange plc for the admission to trading on AIM of the New Ordinary Shares, which is expected to become effective and dealings commence at 8.00 a.m. on or around 5 April 2023 (“Admission”). The New Ordinary Shares will rank pari passu with the existing ordinary shares.
The Company's enlarged issued share capital on Admission will comprise 40,994,887 ordinary shares, each with voting rights. The Company does not hold any shares in treasury. From Admission, expected to take place on 5 April 2023, this figure of 40,994,887 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules.
Unless otherwise defined, capitalisedterms used in this announcement have the same meanings as ascribed to them in the Company’s circular dated 7 March 2023.
Thisannouncement contains inside information for the purposes of Article 7 of EU Regulation 596/2014, as it forms part of UK domestic lawby virtue of the European Union (Withdrawal) Act 2018, as amended.
For more information,please contact:
Biodexa PharmaceuticalsPLC
Stephen Stamp, CEO, CFO
Tel: +44 (0)29 2048 0180
www.biodexapharma.com
Strand Hanson Limited (Nominated Adviser and Broker)
James Dance / Matthew Chandler / Rob Patrick
Tel: +44 (0)20 7409 3494
IFC Advisory Limited (Financial PR and UK Investor Relations)
Tim Metcalfe / Graham Herring
Tel: +44 (0)20 3934 6630
Email: midatech@investor-focus.co.uk
Edison Group (US Investor Relations)
Alyssa Factor
Tel: +1 (860) 573 9637
Email: afactor@edisongroup.com
About Biodexa PharmaceuticalsPLC
Biodexa Pharmaceuticals PLC (dual listed on AIM: BDRX; and NASDAQ: BDRX) is a drug delivery technology company focused on improving the bio-delivery and bio-distribution of medicines. The Company combines approved and development medications with its proprietary and innovative drug delivery technologies to provide compelling products that have the potential to powerfully impact the lives of patients.
The Company has developed three in-house technology platforms, each with its own unique mechanism to improve delivery of medications to sites of disease. All of the Company’s technologies have successfully entered human use in the clinic, providing important validation of the potential for each platform:
| · | Q-Sphera™ platform: a disruptive micro-technology used for sustained release to prolong and control<br>the release of therapeutics over an extended period of time (from weeks to months). |
|---|---|
| · | MidaSolve™ platform: an innovative nanotechnology used to dissolve insoluble drugs so that they<br>can be administered in liquid form directly and locally into tumours. |
| --- | --- |
| · | MidaCore™ platform: a leading-edge nanotechnology used for targeting medications to sites of disease. |
| --- | --- |
The platform nature of the technologies offers the potential to develop multiple drug assets rather than being reliant on a limited number of programmes. Biodexa’s technologies are supported by 36 patent families including 120 granted patents and an additional 70 patent applications. 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. Any forward-looking statements are based on currently available competitive, financial and economic data together with management’s views and assumptions regarding future events and business performance as of the time the statements are made and are subject to risks and uncertainties. The Company wishes to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Reference should be made to those documents that the Company shall file from time to time or announcements that may be made by the Company in accordance with the London Stock Exchange’s AIM Rules for Companies (“AIM Rules”), the Disclosure and Transparency Rules (“DTRs”) and the rules and regulations promulgated by the US Securities and Exchange Commission, which contains and identifies 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 the Company are expressly qualified in their entirety by the cautionary statements above. Except as may be required under the AIM Rules or the DTRs or by relevant law in the United Kingdom or the United States, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise arising.