Full Press Release Details
NOT FOR PUBLICATION,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.
CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT
TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018), AS AMENDED. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
Closing of Registered
Revised Private Placement
and Bioasis Loan Terms
Webinar for Shareholders
at 2.00pm GMT on Tuesday 20 December 2022
Midatech Pharma Plc (AIM:
MTPH; Nasdaq: MTP), an R&D biotechnology company focused on improving the bio-delivery and biodistribution of medicines, announces
a number of updates related to its proposed acquisition of Bioasis Technologies Inc. ("Bioasis") and associated financing.
reasons for the proposed acquisition of Bioasis (the "Acquisition")
As previously announced,
the Company has sufficient funding until March 2023. Accordingly, the Board has for some time actively sought and assessed potential opportunities
for raising finance to both extend the Company's cash runway and progress its key development assets. These included opportunities
which would have likely resulted in winddown of the Company's operations with no meaningful value placed on the Company's
assets other than its listings on NASDAQ and AIM, and transactions that, due to their size, would require re-admission to AIM, a re-listing
on NASDAQ and filing of a new Registration Statement with the SEC which would have exhausted the Company's remaining cash resources.
Therefore, having considered the actionable
options available to the Company, especially including consideration of the impact of dilution on existing investors, the Board has concluded
that an acquisition of Bioasis, a company which it believes has a promising development pipeline, along with a US$10 million aggregate
financing offers a compelling strategic opportunity for Midatech shareholders, including:
Information on Bioasis
Bioasis is a multi-asset
rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factors and a differentiated,
proprietary xB3 platform for delivering therapeutics across the blood-brain barrier and the treatment of central nervous system
disorders in areas of high unmet medical need.
The Enlarged Group is
expected to benefit from the collective scientific, technical, and operational expertise of both Midatech and Bioasis and to unlock value
as the pipeline programs progress through clinical development and the drug delivery technologies secure additional partnerships.
The Company previously
announced a two-part financing for an aggregate amount of US$10.0 million as follows with Armistice Capital (the "Placee"):
Revised terms of the Financing
The Company and the Placee have agreed to an amendment to the Securities
Purchase Agreement which provides that:
The above mentioned revision of the terms of the
Private Placement resulted from the Company's disclosure of one shareholder's adverse response to the proposed Acquisition
and their proposed course of action, which was beyond Midatech's ability to control.
Apart from the increase
in the A and B Warrant exercise prices, the key benefit to the Company with these revised terms is the contractual ability to terminate
the Private Placement at the Company's sole discretion, without penalty, in the event the Company's share price is less than
US$0.90 per ADS at Closing.
All other terms remain
the same as previously announced.
An illustrative pro forma
capitalisation table assuming Completion of the Acquisition and Private Placement at US$0.90 per ADS ( 0.0296 per Ordinary Share)
is attached as an Appendix. This table is included for indicative purposes only to demonstrate the level of dilution in only one particular
scenario. The price of the Private Placement may be different from that indicated and accordingly resultant shareholdings will be different.
As announced on 13 December
2022 the Company intends to use the proceeds from the Offering to fund part of the Loan. The Company and Bioasis have agreed to amend
the Arrangement Agreement between the parties such that the Loan will now be made in three tranches of US$250,000 payable on each of 19
December 2022, 3 January 2023 and 6 February 2023 as opposed to one payment of the Loan in full.
AIM Cancellation Update
The Company has garnered
views from certain of its shareholders with regard to the proposed cancellation to trading on AIM ("AIM Cancellation") and
is pleased that support for the Company's AIM listing remains strong. As a result, the Company no longer intends to include a resolution
seeking shareholder consent to the AIM Cancellation or a resolution to amend its Articles of Association at its proposed General Meeting
to be convened to approve, inter alia, the Acquisition.
Prospectus and Circular
The ADSs described above
were offered pursuant to a shelf registration statement (File No. 333-267932) which became effective on 26 October 2022. The offering
of the ADSs was made by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement.
Copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained 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
A circular to shareholders
containing further details in relation to the proposals will be sent to shareholders in January 2023.
Following closing of
the Offering, the Company's issued ordinary share capital consists of 108,342,738 ordinary shares. The Company does not hold any shares
in treasury. Therefore, the total number of ordinary shares with voting rights in Midatech is 108,342,738.
The above figure of 108,342,738
may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
The Board is aware that
one party which has provided a Letter of Intent has reduced its shareholding in the Company, impacting the number of shares subject to
Letters of Intent. The Board will provide an update on shareholder intentions so far as it is able in the Circular to be posted in January
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
The Company will be hosting
a virtual meeting by Zoom webinar on Tuesday 20 December at 2.00pm GMT. Please register your attendance on the following link and the
webinar details will be sent to you.
Shareholders are strongly
encouraged to attend the webinar and to participate by submitting questions on the Acquisition and the Private Placement via the Q&A
function at any time during the webinar. The Board will be highlighting the benefits and key terms of the Acquisition and the Private
Placement and will answer questions at the meeting.
Unless otherwise specified,
this announcement contains certain translations of US Dollar into amounts in Pounds Sterling based on the exchange rate of 1.00
Defined terms used in
this announcement have the same meaning as set out in the announcement of 13 December 2022.
For more information, please contact: