Full Press Release Details
RELATING TO MIDATECH
Midatech is focused on the
research and development of medicines which it believes would benefit from improved bio-delivery and/or bio-distribution using its proprietary
drug delivery technologies:
Midatech's principal
executive office and registered offices are located at 1 Caspian Point, Caspian Way Cardiff, United Kingdom CF10 4DQ. Midatech Ordinary
Shares trade on AIM under the symbol "MTPH", and Midatech ADSs trade on the NASDAQ under the symbol "MTP". Each
Midatech ADS represents 25 Midatech Ordinary Shares
Midatech is not currently
a reporting issuer in any province or territory of Canada but will become a reporting issuer in British Columbia and Alberta upon completion
of the Arrangement. Following the Arrangement, Midatech expects to be, a "SEC foreign issuer" as such term is defined in National
Instrument 52-107 - Acceptable Accounting Principles, Auditing Standards and Reporting Currency ("NI 52-107")
and National Instrument 71-102 - Continuous Disclosure and Other Exemptions Relating to Foreign Issuers. Midatech is a "foreign
private issuer" as defined in the Exchange Act since Midatech's ADSs' are registered with SEC. Midatech is subject to
ongoing reporting obligations under the Exchange Act and the overall regulations of the Companies Act 2006 (as amended) of the United
Kingdom and ongoing reporting and other requirements of NASDAQ and AIM.
Midatech Documents Incorporated by Reference
Information regarding Midatech
has been incorporated by reference in this Circular from documents filed by Midatech with the SEC. The documents listed below, which contain
important information about Midatech, its business and its financial condition, and which were previously filed by Midatech with the SEC
are specifically incorporated by reference into, and form an integral part of, this Circular:
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for the purposes
of this Circular, to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein, modifies or supersedes such statement. The modifying or superseding statement need not state that
it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes.
The making of a modifying or superseding statement shall not be deemed to be an admission for any purposes that the modified or superseded
statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact
that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
Any statement so modified or superseded shall not be deemed, in its unmodified or non-superseded form, to constitute a part of this Circular.
Midatech will provide a copy
of the documents incorporated herein by reference, at no cost, to any person who receives this Circular. To request a copy of any or all
of these documents, you should write or telephone Midatech at: 1 Caspian Point, Caspian Way, Cardiff, United Kingdom CF10 4DQ. Copies
of documents incorporated herein by reference may also be obtained from the SEC website at www.sec.gov
or on SEDAR under Bioasis's profile.
Midatech ADS Ratio Change
On September 14, 2022, Midatech announced a ratio
change of Midatech ADSs from one Midatech ADS representing five Midatech Ordinary Shares, to the new ratio of one Midatech ADSs representing
25 Midatech Ordinary Shares (the "Ratio Change"). Pursuant to the Ratio Change, effective September 26, 2022, Midatech
Shareholders were required, on a mandatory basis, to surrender their Midatech ADSs for cancellation and exchange to receive one new Midatech
ADS (New CUSIP: 59564R500) for every five old Midatech ADSs (Old CUSIP: 59564R203). No fractional Midatech ADSs were allocated. Any aggregate
fractions were sold and the net proceeds were distributed to the entitled Midatech Shareholder, as applicable. For Midatech Shareholders,
the Ratio Change had the same effect as a one-for-five reverse Midatech ADS split. The Midatech Ordinary Shares were not affected by the
Ratio Change. The Ratio Change was aimed to bring the price of the Midatech ADSs into compliance with the NASDAQ $1.00 minimum
bid price per share requirement.
Appointment of New Chairman of Midatech Board
On June 20, 2022, Rolf Stahel resigned as Chairman
of Midatech and the Midatech Board appointed Dr. Stephen Parker as a director and Chairman of the Midatech Board. Dr. Parker, aged 63,
has a career in the healthcare and pharma sector that spans over 30 years, including 10 years in advisory roles. In connection with Dr.
Parker's appointment, Dr. Parker and Midatech entered into a terms of appointment agreement (the "Appointment Agreement").
The initial term of appointment for Dr. Parker expires on June 19, 2023. Pursuant to the terms of the Appointment Agreement, Dr. Parker
is to be paid an annual fee for services as a director of 82,000, and is entitled to additional payments depending upon the amount
of time he devotes to Midatech under the Appointment Agreement.
Fast Track Designation Granted to MTX110 Development
for the Treatment of Recurrent Glioblastoma
On June 1, 2022, Midatech announced that upon
submitting an application to the U.S. Food and Drug Administration ("FDA"), its development programme of MTX110 for
the treatment of recurrent glioblastoma had been granted Fast Track designation by the agency. Fast Track is a process designed to facilitate
the development and expedite the review of treatments for serious conditions and that potentially address unmet medical needs. Drugs that
are granted this designation are given the opportunity for more frequent interactions with the FDA, as well as potential pathways for
Regained Compliance with NASDAQ Continued
Listing Requirements
On December 11, 2019, Midatech received a letter
from NASDAQ stating that, for the previous 30 consecutive business days, the bid price for Midatech ADSs had closed below the minimum
$1.00 bid price per share requirement for continued listing on the NASDAQ under NASDAQ Listing Rule 5550(a)(2). On March 18, 2020, Midatech
received written notice from NASDAQ notifying it that for the preceding 10 consecutive business days the closing bid price for Midatech
ADSs had been $1.00 or greater. Accordingly, the NASDAQ determined that Midatech had regained compliance with NASDAQ Listing Rule 5550(a)(2).
Having regained compliance with these rules, Midatech is now in compliance with all applicable requirements for continued listing on the
Midatech Ordinary Shares
Midatech Ordinary Shares have a nominal value
of 0.001 each and each issued Midatech Ordinary Share is fully paid. Midatech currently has 1,000,001 deferred shares and no preference
shares in its issued share capital. There is no limit to the number of Midatech Ordinary Shares or preference shares that Midatech
is authorized to issue, as the concept of authorized capital is no longer applicable under the provisions of the United Kingdom Companies
Act of 2006. There are no conversion rights, redemption provisions or sinking fund provisions
relating to any Midatech Ordinary Shares. Midatech is not permitted under English Law to hold Midatech Ordinary Shares unless they
are repurchased by Midatech and held in treasury. Midatech does not currently hold any Midatech Ordinary Shares.
Midatech ADSs are deposited pursuant to the Amended
and Restated Deposit Agreement dated February 8, 2021, among Midatech, BNY Mellon, and owners and holders of Midatech ADSs. BNY Mellon registers
and delivers Midatech ADSs and each Midatech ADS represents 25 Midatech Ordinary Shares
(or a right to receive 25 Midatech Ordinary Shares) deposited with BNY Mellon, London Branch, or any successor, as custodian for BNY Mellon.
Each Midatech ADS also represents any other securities, cash or other property that may be
held by BNY Mellon. The deposited Midatech Ordinary Shares together with any other securities, cash or other property held by BNY Mellon
are referred to as the deposited securities. BNY Mellon's office at which the Midatech ADS
are administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.
ADSs may hold Midatech ADSs either (1) directly (a) by having an American Depositary Receipt, which is a certificate evidencing
a specific number of Midatech ADS, registered in such holder's name, or (b) by
having Midatech ADSs registered in such holder' name in the DRS, or (2) indirectly
by holding a security entitlement in Midatech ADSs through a broker or other financial institution.
If Midatech ADSs are held directly, each holder thereof is a registered Midatech
ADS holder. If the Midatech ADSs are held indirectly, holders thereof must rely on the procedures of their brokers or other financial
institution to assert the rights of registered Midatech ADS holders.
The DRS is a system administered by the Depository
Trust Company, or DTC, pursuant to which BNY Mellon may register the ownership of uncertificated Midatech ADSs, which ownership is confirmed
by periodic statements sent by BNY Mellon to the registered holders of uncertificated Midatech ADSs. Holders of Midatech ADSs are not
treated as shareholders and do not have shareholder rights, English Law governs shareholder rights. BNY Mellon is the holder of the Midatech
Ordinary Shares underlying the Midatech ADSs. A deposit agreement among Midatech, BNY Mellon, and the holders of Midatech ADSs (and all
other persons directly and indirectly holding Midatech ADSs) sets out the rights of Midatech ADS holders, as well as the rights and obligations
of BNY Mellon, as depositary. A copy of the deposit agreement is incorporated by reference as an exhibit to Midatech's 2021 Annual
Report. New York Law governs the deposit agreement and the Midatech ADSs. For a comparison
of certain provisions of the BCBCA to certain provisions of the Companies Act, please see Appendix B.