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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER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

Key Takeaway: Biodexa Pharmaceuticals PLC announced a registered direct offering in the U.S. that raised approximately US$3.32 million through the issuance of new American Depositary Shares. The company plans to use the net proceeds for working capital, expecting them to sustain operations into the first quarter of 2024. However, if this offering does not close, Biodexa may face urgent challenges in securing alternative funding and could jeopardize its ongoing projects.

Market Sentiment Analysis

POSITIVE FACTORS

  • Successful fundraise of approximately US$3.32 million.
  • Utilization of existing share capital to finance operations.
  • Funding expected to support operations into early 2024.

CONCERNS & RISKS

  • Company may seek urgent alternative funding sources if offering is not completed.
  • A failure to secure this funding could jeopardize ongoing development and operations.

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NOT FOR PUBLICATION, DISTRIBUTION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.
Biodexa Pharmaceuticals PLC
Announces 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
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 PLC
Stephen Stamp, CEO and CFO
Tel: +44 (0)29 20480 180
Edison Group (US Investor Relations)
Tel: +1 (860) 573 9637
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
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

Frequently Asked Questions

What is the amount raised in Biodexa's recent offering?

Biodexa raised approximately US$3.32 million through its registered direct offering.

What will Biodexa do with the offering's net proceeds?

The net proceeds of about US$2.61 million will support working capital and general needs.

Which agency is acting as the placement agent for Biodexa's offering?

Ladenburg Thalmann & Co. Inc. is the exclusive placement agent for the offering.

What is Biodexa's lead candidate for brain cancer treatment?

Biodexa’s lead candidate is MTX110, aimed at treating aggressive and rare brain cancers.

Where is Biodexa Pharmaceuticals headquartered?

Biodexa Pharmaceuticals is headquartered in Cardiff, UK.

Last updated: May 24, 2023