PROSPECTUS |
Filed Pursuant to Rule 424(b)(3) |
|
Registration No. 333-270353 |
BIODEXA PHARMACEUTICALS PLC
8,203,635 Ordinary Shares Representing 1,640,727
American Depositary Shares
This
prospectus relates to the resale, by the selling shareholders identified in this prospectus,
of an aggregate of 8,203,635 ordinary shares, nominal value £0.02 per share, or Ordinary
Shares, of Biodexa Pharmaceuticals PLC, or the Company, represented by 1,640,727 American
Depositary Shares, or Depositary Shares, consisting of (1)
541,700 Ordinary Shares represented by 108,340 Depositary Shares issued in a private placement
in February 2023, or the Private Placement, (2) 6,500,000 Ordinary Shares represented
by 1,300,000 Depositary Shares, issuable upon the exercise of pre-funded warrants issued
in the February Private Placement, (3) 625,000 Ordinary Shares represented by 125,000 Depositary
Shares, issuable upon the exercise of Series A warrants issued pursuant to a waiver agreement
in connection with the February Private Placement and (4) 536,935 Ordinary Shares represented
by 107,387 Depositary Shares issuable upon the exercise of placement agent warrants issued
in connection with the February Private Placement.
The selling shareholders
are identified in the table commencing on page 15. Each Depositary Share represents five Ordinary Shares. No Depositary Shares are being
registered hereunder for sale by us. We will not receive any proceeds from the sale of the Depositary Shares by the selling shareholders.
All net proceeds from the sale of the Ordinary Shares represented by Depositary Shares covered by this prospectus will go to the selling
shareholders. However, we may receive the proceeds from any exercise of warrants in certain circumstances. See “Use of Proceeds.”
The selling shareholders
may sell all or a portion of the Ordinary Shares represented by Depositary Shares from time to time in market transactions through any
market on which our Depositary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will
be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent
or as principal or by a combination of such methods of sale. We will bear all of the expenses incurred in connection with the registration
of these shares. The selling shareholders will pay any underwriting discounts and selling commissions and/or similar charges incurred
in connection with the sale of the shares. See “Plan of Distribution.”
Our Depositary Shares are
listed on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing price of our Depositary Shares on the
NASDAQ Capital Market on June 1, 2023 was $0.0853.
Investing in our securities
involves risks. See “Risk Factors” beginning on page 10 of this prospectus and in the documents incorporated by reference
in this prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
___________________
The date of this prospectus is June 1, 2023
TABLE OF CONTENTS
ABOUT THIS
PROSPECTUS
This prospectus is part of
a registration statement that we filed with the Securities and Exchange Commission, or SEC. As permitted by the rules and regulations
of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. You may read the
registration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under the
heading “Where You Can Find More Information”.
You should rely only on the
information contained in this prospectus. We have not authorized any person to provide you with information different from that contained
in this prospectus. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the
offer or sale is not permitted. The information in this prospectus speaks only as of the date of this prospectus unless the information
specifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale of the securities
offered hereby. Our business, financial condition, results of operations, and prospects may have changed since that date. We do not take
any responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in this
prospectus. Neither the delivery of this prospectus nor the sale of the Depositary Shares means that information contained in this prospectus
is correct after the date of this prospectus. You should not consider this prospectus to be an offer or solicitation relating to the
securities in any jurisdiction in which such an offer or solicitation relating to the securities is not authorized. Furthermore, you
should not consider this prospectus to be an offer or solicitation relating to the securities if the person making the offer or solicitation
is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation.
Unless the context specifically
indicates otherwise, references in this prospectus supplement to “Biodexa Pharmaceuticals PLC,” “Biodexa,” “the
Company,” “we,” “our,” “ours,” “us,” “the Group,” or similar terms
refer to Biodexa Pharmaceuticals PLC and its consolidated subsidiaries.
We have not taken any
action to permit a public offering of the Depositary Shares outside the United States or to permit the possession or distribution of
this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform
themselves about and observe any restrictions relating to the offering of the Depositary Shares and the distribution of this prospectus
outside of the United States.
PRESENTATION OF
FINANCIAL AND OTHER INFORMATION
Our
financial statements are prepared in accordance with International Financial Reporting Standards, as issued by the International Accounting
Standards Board and adopted by the European Union. We have made rounding adjustments to some of the figures included in this prospectus.
Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that preceded them.
We
prepare our consolidated financial statements in British pounds sterling. Except as otherwise stated, all monetary amounts in this prospectus
are presented in British pounds sterling.
In
this prospectus, unless otherwise specified or the context otherwise requires:
| · | “$”
and “U.S. dollar” each refer to the United States dollar (or units thereof);
and |
| · | “£,”
“pence” and “p” each refer to the British pound sterling (or units
thereof). |
On March 27, 2023, following
shareholder approval, we effected a one-for-20 reverse split of our Ordinary Shares, and our Ordinary Shares began trading on AIM, a
market operated by the London Stock Exchange plc, or AIM, on a split-adjusted basis as of such date. No fractional shares were issued
in connection with the reverse stock split. As a result of the reverse stock split, the number of issued and outstanding Ordinary Shares
was reduced to 8,667,337 shares as of March 27, 2023.
Concurrently with the reverse split, and in an
effort to bring our Depositary Shares price into compliance with The NASDAQ Stock Market LLC’s, or NASDAQ, minimum bid price per
share requirement, on March 27, 2023 we effected a ratio change in the number of Ordinary Shares represented by our Depositary Shares
from 25 Ordinary Shares per Depositary Share to five Ordinary Shares per Depositary Share.
The change in the number
of Ordinary Shares resulting from the reverse stock split and change in the number of Depositary Shares resulting from the change in
ratio has been applied retroactively to all share and per share amounts presented in this prospectus, to the extent applicable.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This
prospectus and the information incorporated herein by reference includes “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements
contained or incorporated by reference herein, including statements regarding our strategy, future operations, future financial position,
future revenue, projected costs, prospects, plans, objectives of management and expected market growth, other than statements of historical
facts, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “may,” “plan,” “predict,” “project,” “potential,” “will,”
“would,” “could,” “should,” “continue,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words.
These 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. We wish 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, including but not limited to risks related to:
| · | our
requirement for additional financing and our ability to continue as a going concern; |
| · | our
estimates regarding losses, expenses, future revenues, and capital requirements and needs
for additional financing; |
| · | our
ability to successfully develop, test, and partner with a licensee to manufacture or commercialize
products for conditions using our technology platforms; |
| · | the
successful commercialization and manufacturing of any future product candidate we may commercialize
or license; |
| · | the success
and timing of preclinical studies and clinical trials; |
| · | shifts in our
business and commercial strategy; |
| · | the filing and
timing of regulatory filings, including investigational new drug applications, with respect
to any of our products and the receipt of any regulatory approvals; |
| · | the
anticipated medical benefits of our product candidates; |
| · | the
difficulties in obtaining and maintaining regulatory approval of our product candidates,
and the labeling under any approval we may obtain; |
| · | the
success and timing of the potential commercial development of our product candidates and
any product candidates we may acquire in the future, including MTX110; |
| · | our
plans and ability to develop and commercialize our product candidates and any product candidates
we may acquire in the future; |
| · | the
ability to manufacture products in third-party facilities; |
| · | the
rate and degree of market acceptance of any of our product candidates; |
| · | the
successful development of our commercialization capabilities, including our internal sales
and marketing capabilities; |
| · | obtaining
and maintaining intellectual property protection for our product candidates and our proprietary
technology; |
| · | the
success of competing therapies and products that are or become available; |
| · | the
success of any future strategic acquisitions; |
| · | the
difficulties of integrating the business of any future acquisitions into our own |
| · | cybersecurity
and other cyber incidents; |
| · | the
impact of government laws and regulations; |
| · | regulatory,
economic and political developments in the United Kingdom, the European Union, the United
States and other foreign countries, including any impact from the United Kingdom leaving
the European Union; |
| · | the
difficulties doing business internationally; |
| · | the
ownership of our Ordinary Shares and Depositary Shares; |
| · | our
ability to meet the listing criteria required to remain listed on the NASDAQ Capital Market; |
| · | our status as
a foreign private issuer; |
| · | our ability
to recruit or retain key scientific or management personnel or to retain our senior management; |
| · | the
performance of third parties, including joint venture partners, our collaborators, third-party
suppliers and parties to our licensing agreements; and |
| · | other risks
and uncertainties, including those described in “Risk Factors” in our
Annual Report on Form 20-F for the year ended December 31, 2022, as amended on May 5, 2023,
or the 2022 Annual Report, or in this prospectus. |
We may not actually achieve
the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking
statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking
statements we make. You are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties
and assumptions that are referenced in the section entitled “Risk Factors” in our 2022 Annual Report or in this prospectus.
You should also carefully review the risk factors and cautionary statements described in the other documents we file from time to time
with the SEC, specifically our most recent 2022 Annual Report and our Reports on Form 6-K. We undertake no obligation to revise or update
any forward-looking statements, except to the extent required by law.
PROSPECTUS
SUMMARY
The following summary
of our business highlights some of the information contained elsewhere in or incorporated by reference into this prospectus. Because
this is only a summary, however, it does not contain all of the information that may be important to you. You should carefully read this
prospectus, including the documents incorporated by reference, which are described under “Where You Can Find Additional Information”
and “Incorporation of Certain Information by Reference” in this prospectus. You should also carefully consider the matters
discussed in the section in this prospectus entitled “Risk Factors.”
Overview
Following
our strategic review in March 2020, we reverted to a traditional biotech business model. We aimed to deploy our three proprietary drug
delivery technologies to develop proof of concept formulations and then enter into licensing agreements with third party pharmaceutical
companies.
In
the course of raising additional finance for the Company in late 2022 and early 2023, it became clear that a therapeutics company was
likely to be more investable than a drug delivery platform company. Accordingly, we determined that the Company should be re-positioned
as a therapeutics company supported by three enabling technologies. Going forward, we expect our priority will be to move MTX110, our
clinical asset, forward and generate clinical data to demonstrate proof-of-concept. We intend to continue our existing, and seek new,
research and development collaborations for our drug delivery technologies but we do not expect to initiate any new internal development
programs using our drug delivery platform.
We
are developing MTX110, our proprietary formulation of panobinostat, for recurrent glioblastoma multiforme, or GBM, diffuse intrinsic
pontine glioma, or DIPG, and medulloblastoma, each a rare and orphan brain cancer. For recurrent GBM and DIPG we are employing a Convection
Enhanced Delivery system for direct-to-tumor delivery of drug. Our three drug delivery technologies are designed to improve the bio-delivery
and/or bio-distribution of medicines. The three technologies are:
| · | Our
Q-SpheraTM platform: Our disruptive polymer microsphere microtechnology is used
for sustained delivery to prolong and control the release of therapeutics over an extended
period of time, from weeks to months. |
| · | Our
MidaSolveTM platform: Our innovative oligosaccharide nanotechnology is used to
solubilize drugs so that they can be administered in liquid form directly and locally into
tumors. |
| · | MidaCoreTM
platform: Our leading-edge gold nanoparticle nanotechnology is used for targeting sites
of disease by using either chemotherapeutic agents or immunotherapeutic agents. |
Recent Developments
May 2023 Registered
Direct Offering
On
May 23, 2023, we entered into a securities purchase agreement, or the May SPA, with certain institutional investors relating to the offer
and sale of 22,135,922 Depositary Shares at a purchase price of $0.15 per Depositary Share in a registered direct offering. The offering
closed on May 26, 2023, or the May Offering.
Additionally,
pursuant to the terms of the May SPA, we expect, in a private placement transaction to issue and sell to the investors (i) Depositary
Shares purchase warrants exercisable for an aggregate of 33,203,883 Depositary Shares, or the Series C Warrants, and (ii) Depositary
Shares purchase warrants exercisable for an aggregate of 22,135,922 Depositary Shares, or the Series D Warrants, and, together with the
Series C Warrants, the May Warrants. The May Warrants will be exercisable at an exercise price of $0.20 per Depositary Share, subject
to adjustments for certain dilutive equity issuances. The May Warrants become exercisable upon receipt of shareholder approval. 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.
Ladenburg
Thalmann & Co. Inc., or Ladenburg, is acting as the exclusive placement agent for the offering. Pursuant to the terms and conditions
set forth in that certain Placement Agency Agreement, dated as of May 23, 2023, by and between us and Ladenburg, we agreed to pay Ladenburg
a cash fee in an amount equal to 8.0% of the aggregate gross proceeds of the offering and to issue to Ladenburg or its designees warrants
to purchase Depositary Shares equal to 4.0% of the total Depositary Shares (or Depositary Shares equivalents) issued in the offering.
The Ladenburg warrant has substantially the same terms as the Series D Warrants, except that the exercise price of the Ladenburg warrants
will be 125% of the offering price of the Depositary Shares registered in the offering and the term of the Ladenburg warrants will terminate
on the three-year anniversary of the initial exercise date as defined in the Ladenburg warrant.
February 2023
Private Placement
On
February 15, 2023, we completed the February Private Placement with certain institutional investors, for the sale of up to an aggregate
of 108,489,511 of our Ordinary Shares represented by 21,697,902 Depositary Shares, consisting of (i) 3,250,200 Ordinary Shares represented
by 650,040 Depositary Shares, (ii) 12,931,027 Ordinary Shares represented by 2,586,205 Depositary Shares, issuable upon the exercise
of Series A warrants issued in the February Private Placement, (iii) 19,396,545 Ordinary Shares represented by 3,879,309 Depositary Shares,
issuable upon the exercise of Series B warrants issued in the February Private Placement, and (iv) up to 71,749,800 Ordinary Shares represented
by 14,349,960 Depositary Shares, issuable upon the exercise of pre-funded warrants issued in the February Private Placement, subject
to certain reset provisions set forth in the pre-funded warrants, at an initial purchase price of $2.32 per Depositary Share, for aggregate
gross proceeds of approximately $6.0 million.
In addition, in connection with the February Private Placement, on
February 9, 2023 we entered into a Waiver to the Securities Purchase Agreement, dated as of December 13, 2022, or the Waiver, by and between
the Company and a certain institutional investor, or the December Investor, as amended on December 16, 2022, or the December SPA, providing
for a permanent waiver of certain equity issuance prohibitions and participation rights under the December SPA. In connection therewith,
we agreed to, subject to receipt of stockholder approval, issue to the December Investor Series A warrants exercisable for 625,000 Ordinary
Shares represented by 125,000 Depositary Shares. Further, we issued to the placement agent in the February Private Placement, Ladenburg,
placement agent warrants to purchase 536,935 Ordinary Shares represented by 107,387 Depositary Shares, or the Ladenburg Warrants.
On
March 24, 2023, we held a general meeting where our shareholders approved, among other things, the allotment of, and disapplication of
preemption rights with respect to, the Ordinary Shares to be issued under the Series A warrants, the Series B warrants, certain of the
pre-funded warrants, and the Ladenburg Warrants. We subsequently issued the warrants to the investors and Ladenburg.
Reverse Stock
Split, Change of Name and AIM Cancellation
On
March 24, 2023, we held a general meeting where our shareholder approved, among other things, (i) a change of our name to “Biodexa
Pharmaceuticals PLC,” (ii) the allotment of up to 100% of our fully diluted share capital for future share issuances through our
annual general meeting in 2025, (iii) the cancellation of admission of our Ordinary Shares from trading on AIM, and (iv) a one-for-20
reverse stock split of our Ordinary Shares. The reverse stock split of our Ordinary Shares was effective as of March 27, 2023.
In
order to bring the price of the Depositary Shares into compliance with NASDAQ’s minimum bid price requirement, on March 27, 2023,
we changed the ratio of Depositary Shares from one Depositary Share representing 25 Ordinary Shares to a new ratio of one Depositary
Share representing five Ordinary Shares. This had the effect of a one-for-four reverse split of our Depositary Shares. There can be no
assurance that the ratio change will be effective in achieving our goal of regaining compliance with NASDAQ’s minimum bid price
requirement.
The
change in the number of Ordinary Shares and Depositary Shares resulting from the reverse stock split and change in ratio, respectively,
has been applied retroactively to all share and per share amounts presented in this prospectus.
Additionally,
as noted above, our shareholders have approved the cancellation of admission of our Ordinary Shares on AIM. This cancellation became
effective on April 26, 2023. The Depositary Shares trade exclusively on NASDAQ under the symbol “BDRX.” There is currently
no market for our Ordinary Shares.
Terminated Transaction
with Bioasis Technologies Inc.
On
December 13, 2022, we entered into an arrangement agreement, or Arrangement Agreement, with Bioasis Technologies Inc., or Bioasis,
pursuant to which (i) we were to acquire all of the issued and outstanding common shares of Bioasis, or the Bioasis Shares, in exchange
for our Ordinary Shares (to be issued in the form of Depositary Shares), and (ii) Bioasis would become our wholly owned subsidiary. The
closing of the transaction was subject to a number of closing conditions, including the receipt of our shareholders’ approval.
In
addition, in connection with entering into the Arrangement Agreement, Bioasis issued to us a promissory note, or the Note, in consideration
for a loan from us, which loan was to be made in three tranches of $250,000 payable on each of December 19, 2022, January 3, 2023 and
February 6, 2023, in each case, subject to written demand and to the terms and conditions of the Note. As of the date hereof, we have
loaned Bioasis $500,000 under the Note.
On
January 23, 2023, following the failure by our shareholders to approve the necessary resolutions to complete the transaction, Bioasis
terminated the Arrangement Agreement and the transactions related thereto.
In
connection with the termination of, and pursuant to the terms of, the Arrangement Agreement, Bioasis has demanded an expense reimbursement
of $225,000. In addition, on February 27, 2023, Bioasis demanded the third payment of $250,000 under the Note. We have notified Bioasis
that is in default under the terms of the Note and have demanded repayment immediately of all amounts owed to us under the Note.
Registered Direct
Offering and Termination of Proposed Private Placement
On
December 16, 2022, we completed the closing of a registered direct offering with the December Investor, for the sale of 492,466 Ordinary
Shares represented by 98,493 Depositary Shares at a price per Depositary Share of $4.00, for aggregate gross proceeds of approximately
$0.4 million.
On
January 26, 2023, following the termination of the Arrangement Agreement by Bioasis, we terminated the December SPA, and the Registration
Rights Agreement, by and between the Company and the December Investor, dated as of December 13, 2022, pursuant to which we would have
sold such December Investor $9.6 million of our securities, subject to the closing of the transactions contemplated by the Arrangement
Agreement.
MTX110 Developments
On
June 1, 2022, we announced that upon submitting an application to the U.S. Food and Drug Administration, or the FDA, our development
program 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 expedited approval.
On
January 12, 2023, we announced that, following completion of one-month treatment with MTX110 in our first patient, our Phase I study
of MTX110 in recurrent glioblastoma would continue with a planned dose escalation following positive recommendation from the study’s
Data Safety Monitoring Board, or DSMB. The Phase I study is an open-label, dose escalation study designed to assess the feasibility and
safety of intermittent infusions of MTX110 administered by convection enhanced delivery via implanted refillable pump and catheter. The
study aims to recruit two cohorts, each with a minimum of four patients; the first cohort will receive MTX110 only and the second cohort
will receive MTX110 in combination with lomustine.
The
first patient in the study was dosed at 60uM of MTX110 via direct-to-tumour delivery and has received four 48-hour infusions over a period
of four weeks. No treatment-associated adverse events were noted in the patient during this period. Following successful completion of
the first month of treatment, the DSMB reviewed the available data and recommended dose escalation in the study to 90uM. This dose is
expected to be the optimal one of MTX110 and is the one currently being used in the ongoing Phase I study of patients with DIPG at Columbia
University.
Non-Compliance
with NASDAQ Continued Listing Requirements
Our
Depositary Shares are currently listed on the NASDAQ Capital Market. We are required to meet certain qualitative and financial tests
to maintain the listing of our Depositary Shares on NASDAQ. On January 31, 2023, we received a letter from NASDAQ stating that, for the
previous 30 consecutive business days, the bid price for our Depositary Shares had closed below the minimum $1.00 bid price per share
requirement for continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule 5550(a)(2). The notice has no immediate effect
on the listing or trading of our Depositary Shares and the Depositary Shares will continue to trade on the NASDAQ Capital Market under
the symbol “BDRX.”
In
accordance with NASDAQ Listing Rules, we have a grace period of 180 calendar days, or until July 31, 2023, or the Compliance Period,
to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Depositary Shares
must meet or exceed $1.00 per share for at least 10 consecutive business days during the Compliance Period. If the Depositary
Shares do not regain compliance with the minimum bid price requirement during the Compliance Period, we may be eligible for an additional
grace period of 180 calendar days provided that we satisfy NASDAQ's initial listing standards for listing on the NASDAQ Capital Market,
other than the minimum bid price requirement, and provide written notice to NASDAQ of its intention to cure the delinquency during the
second grace period. If we do not regain compliance during the initial grace period and are not eligible for an additional grace period,
NASDAQ will provide written notice that the Depositary Shares are subject to delisting from the NASDAQ Capital Market. In that event,
we may appeal such determination to a hearing panel.
We
intend to monitor the bid price of our Depositary Shares during the Compliance Period and will consider taking such actions as may be
necessary and appropriate to achieve compliance with continued listing requirements prior to the expiration of all available grace periods.
Our Pipeline and
Platform Technologies
We
are actively pursuing the development of MTX110 in three Phase I studies. Our other product candidates, MTD201, Q-octreotide and MTD211,
Q-brexpiprazole are not being actively developed but are available for licensing. MTX223 is a research and development collaboration
with Janssen. Our development pipeline includes six projects as follows:
Corporate Information
Our
principal executive offices are located at 1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ, United Kingdom. The telephone number at our
principal executive office is +44 29 2048 0180. Our service agent in the United States is located at Puglisi and Associates, 850 Library
Avenue Newark, Delaware 19711. Our Depositary Shares, each representing five Ordinary Shares, are listed on the NASDAQ under the symbol
“BDRX.” Our website is located at http://biodexapharma.com. We do not incorporate by reference into this prospectus the information
on, or accessible through, our website, and you should not consider it as part of this prospectus.
Additional
Information
For
additional information related to our business and operations, please refer to the reports incorporated herein by reference, including
our 2022 Annual Report, as filed with the SEC on April 28, 2023, as amended on May 5, 2023,
and our Reports on Form 6-K as filed with the SEC, as described in the section titled “Incorporation of Certain Information by
Reference.”
The Offering
Depositary Shares offered by the Selling Shareholders |
|
An aggregate of 8,203,635
Ordinary Shares of the Company by 1,640,727 Depositary Shares, consisting of (1)
541,700 Ordinary Shares represented by 108,340 Depositary Shares issued in the Private Placement,
(2) 6,500,000 Ordinary Shares represented by 1,300,000 Depositary Shares, issuable
upon the exercise of pre-funded warrants issued in a private placement in February 2023,
or the February Private Placement, (3) 625,000 Ordinary Shares represented by 125,000 Depositary
Shares, issuable upon the exercise of Series A warrants issued pursuant to a waiver agreement
in connection with the February Private Placement and (4) 536,935 Ordinary Shares represented
by 107,387 Depositary Shares issuable upon the exercise of placement agent warrants issued
in connection with the February Private Placement The selling shareholders are identified
in the table commencing on page 15. |
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|
|
Ordinary Shares outstanding at April 17, 2023 |
|
88,353,947 Ordinary Shares (including those represented by Depositary Shares) |
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Depositary Shares |
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Each Depositary Share represents five
Ordinary Shares.
The depositary (through its custodian) will
hold the Ordinary Shares underlying your Depositary Shares. You will have rights as provided in the deposit agreement among us, Bank
of New York Mellon, as depositary, and all owners and holders from time to time of Depositary Shares issued thereunder. You may,
among other things, cancel your Depositary Shares and withdraw the underlying Ordinary Shares against a fee paid to the depositary
(which may be reimbursable by the Company). In certain limited instances described in the deposit agreement, we may amend or terminate
the deposit agreement without your consent. If you continue to hold your Depositary Shares, you agree to be bound by the terms of
the deposit agreement then in effect.
To better understand the terms of the Depositary
Shares and the deposit agreement, including applicable fees and charges, you should carefully read “Description of American
Depositary Shares” in this prospectus. You should also read the deposit agreement, which is an exhibit to the registration
statement that includes this prospectus. |
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Depositary |
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Bank of New York Mellon |
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Use of proceeds |
|
We will not receive any proceeds from the sale of the Ordinary Shares represented by Depositary Shares
by the selling shareholders. All net proceeds from the sale of the Ordinary Shares represented by Depositary Shares covered by this
prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants in the unlikely
event the holders do not exercise the warrants on a cashless basis. See the section of this prospectus titled “Use of Proceeds.” |
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Risk factors |
|
Investing in our securities involves a high degree of risk. You should read the “Risk Factors”
section starting on page 10 of this prospectus, as well as those risk factors that are incorporated by reference in this prospectus,
for a discussion of factors to consider before deciding to invest in our securities. |
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Trading symbol on NASDAQ for Depositary Shares |
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“BDRX” |
RISK FACTORS
Our business has significant
risks. You should consider carefully the risks set forth below and other information in this prospectus, including the information contained
under the heading “Risk Factors” in our 2022 Annual Report and incorporated herein by reference, before you decide to purchase
our securities. These risks and uncertainties are not the only risks and uncertainties we may face. Additional risks and uncertainties
not presently known to us, or that we currently consider immaterial could also negatively affect our business, financial condition, results
of operations, prospects, profits and share prices. If any of the risks described below actually occur, our business, financial condition,
results of operations, prospects, profits and share prices could be materially adversely affected. See also the information contained
under the heading “Cautionary Statement Regarding Forward-Looking Statements” herein.
The sale of a substantial amount of our Ordinary Shares (represented
by Depositary Shares), including resale of the Ordinary Shares (represented by Depositary Shares) issuable upon the exercise of the warrants
held by the selling shareholders in the public market could adversely affect the prevailing market price of our Ordinary Shares and/or
Depositary Shares.
We are registering for resale
8,203,635 Ordinary Shares represented by 1,640,727 Depositary Shares issuable upon the exercise of warrants held by the selling shareholders.
Sales of substantial amounts of our Ordinary Shares and/or Depositary Shares in the public market, or the perception that such sales
may occur, could adversely affect the market price of our Ordinary Shares and/or Depositary Shares. We cannot predict if and when selling
shareholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional Ordinary Shares (including
Ordinary Shares represented by Depositary Shares). Any such issuance could result in substantial dilution to our existing shareholders
and could cause our share price to decline.
USE OF PROCEEDS
We will not receive any proceeds
from the sale of the Ordinary Shares represented by Depositary Shares by the selling shareholders. All net proceeds from the sale of
the Ordinary Shares represented by Depositary Shares and the warrants covered by this prospectus will go to the selling shareholders.
We expect that the selling shareholders will sell their Ordinary Shares represented by Depositary Shares as described under “Plan
of Distribution.”
We may receive proceeds from the exercise of the
pre-funded warrants and Ladenburg Warrants, collectively the warrants, and issuance of the Depositary Shares underlying the warrants.
If all of the warrants mentioned above were exercised for cash in full, the proceeds would be approximately $0.3 million if the maximum
number of Depositary Shares are issued under the terms of the warrants. However, each warrant may be exercised on a cashless basis, and
therefore it is likely we will not receive any proceeds from the exercise of such warrants. To the extent the warrants are exercised
for cash, we currently intend to use the net proceeds of such warrant exercise, if any, to fund the clinical development program of MTX110,
our product for DIPG and recurrent glioblastoma, for working capital and for general corporate purpose. Pending such uses, we intend
to invest the net proceeds in short-term, interest-bearing investments.
We can make no assurances
that any of the warrants will be exercised, or if exercised, the quantity which will be exercised or in the period in which they will
be exercised, or that they will be exercised for cash.
DIVIDEND POLICY
Since
inception, we have never declared or paid any cash dividends on our Ordinary Shares and do not anticipate paying any cash dividends on
our Ordinary Shares or the Depositary Shares in the foreseeable future. We intend to retain all available funds and any future earnings
to fund the development and expansion of our business. As a result, investors in the Ordinary Shares and Depositary Shares will benefit
in the foreseeable future only if the Ordinary Shares and Depositary Shares appreciate in value.
Any
determination to pay dividends in the future would be at the discretion of our Board of Directors and will depend upon our results of
operations, cash requirements, financial condition, contractual restrictions, and any future debt agreements and is subject to compliance
with applicable laws, including the United Kingdom Companies Act of 2006, or the Companies Act, which requires English companies to have
profits available for distribution equal to or greater than the amount of the proposed dividend.
CAPITALIZATION
The following table sets
forth our capitalization on an actual basis as of December 31, 2022:
| · | on
a pro forma as adjusted basis to give effect to (i) the February Private Placement and (ii)
the issuance of the Ladenburg Warrants in the February Private Placement, after deducting
the placement agent fees and estimated offering expenses payable by us. |
The
adjusted amounts shown below are unaudited and represent management’s estimate. The information in this table should be
read in conjunction with our “Management Discussion and Analysis of Financial Condition and Results of Operations” and our
consolidated financial statements and notes thereto and other financial information incorporated by reference into this prospectus.
(£ in thousands) | |
| |
| |
As of December
31, 2022 | |
| |
Actual | | |
Pro
Forma As-Adjusted (unaudited)(1)(2) | |
| |
| | |
| |
Cash and cash equivalents | |
2,836 | | |
6,853 | |
Borrowings, non-current | |
463 | | |
463 | |
Total equity | |
3,162 | | |
2,771 | |
Total capitalization | |
3,625 | | |
3,234 | |
________
| (1) | The proceeds from the February Private Placement have been
translated into British pounds sterling at a rate of £1.00 to $1.2078. |
| (2) | The fair value of the warrants issued in the February Private
Placement has been calculated, as of February 15, 2023, and recorded as a current liability
of £4,615,220 and debit to share premium of £4,615,220. |
The table above does not include, as of December
31, 2022:
| · | 144,590 Ordinary
Shares issuable upon the exercise of stock options outstanding under our equity incentive
plans at a weighted-average exercise price of £4.84 per share; |
| · | 138 Ordinary
Shares issuable upon exercise of stock options assumed in connection with the acquisition
of DARA Biosciences, Inc., or DARA, in 2015 at a weighted average exercise price of $1,903.40; |
| · | warrants exercisable
for 861,075 Ordinary Shares at a weighted average exercise price of £4.61 per share;
and |
| · | warrants issuable
in connection with the February Private Placement, including warrants issued pursuant to
the waiver and issued to the placement agent. |
PRIVATE
PLACEMENTS OF SECURITIES
On
February 15, 2023, we completed the closing of the February Private Placement with certain institutional investors, for the sale of up
to an aggregate of 108,489,511 of our Ordinary Shares represented by 21,697,902 Depositary Shares, consisting of (i) 3,250,200 Ordinary
Shares represented by 650,040 Depositary Shares, (ii) 12,931,027 Ordinary Shares represented by 2,586,205 Depositary Shares, issuable
upon the exercise of Series A warrants issued in the February Private Placement, (iii) 19,396,545 Ordinary Shares represented by 3,879,309
Depositary Shares, issuable upon the exercise of Series B warrants issued in the February Private Placement, and (iv) up to 71,749,800
Ordinary Shares represented by 14,349,960 Depositary Shares, issuable upon the exercise of pre-funded warrants issued in the February
Private Placement, subject to certain reset provisions set forth in the pre-funded warrants, at an initial purchase price of $2.32 per
Depositary Share, for aggregate gross proceeds of approximately $6.0 million.
In addition, in connection with the February Private Placement, on
February 9, 2023 we entered into the Waiver to the December SPA, providing for a permanent waiver of certain equity issuance prohibitions
and participation rights under the December SPA. In connection therewith, we agreed to, subject to receipt of stockholder approval, issue
to the December Investor Series A warrants exercisable for 625,000 Ordinary Shares represented by 125,000 Depositary Shares. Further,
we issued to the placement agent in the February Private Placement, Ladenburg, placement agent Ladenburg Warrants to purchase 536,935
Ordinary Shares represented by 107,387 Depositary Shares.
On
March 24, 2023, we held a general meeting where our shareholders approved, among other things, the allotment of, and disapplication of
preemption rights with respect to, the Ordinary Shares to be issued under the Series A warrants, the Series B warrants, certain of the
pre-funded warrants, and the Ladenburg Warrants. We subsequently issued the warrants to the investors and Ladenburg.
SELLING
SHAREHOLDERS
This prospectus covers the
possible resale from time to time by the selling shareholders identified in the table below of Ordinary Shares represented by Depositary
Shares, including Ordinary Shares represented by Depositary Shares issuable upon the exercise of the pre-funded warrants, Series A warrants
and Ladenburg Warrants (referred to in this prospectus collectively and individually as the warrants). The selling shareholders may sell
some, all or none of their Ordinary Shares represented by Depositary Shares. We do not know how long the selling shareholders will hold
the warrants, whether any will exercise the warrants, and upon such exercise, how long such selling shareholders will hold the Ordinary
Shares represented by Depositary Shares before selling them, and we currently have no agreements, arrangements or understandings with
the selling shareholders regarding the sale of any of the shares.
The table below lists the
selling shareholders and other information regarding the beneficial ownership of the Ordinary Shares represented by Depositary Shares
by each of the selling shareholders. The second column lists the number of Ordinary Shares represented by Depositary Shares beneficially
owned by each selling shareholder, based on its ownership of Depositary Shares and warrants to purchase Depositary Shares, as of May
9, 2023, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on conversions
or exercises. The third column lists the maximum number of Ordinary Shares represented by Depositary Shares being offered in this prospectus
by the selling shareholders. The fourth and fifth columns list the amount of Ordinary Shares represented by Depositary Shares owned after
the offering, by number of Ordinary Shares represented by Depositary Shares and percentage of outstanding Ordinary Shares the sale of
all of the Ordinary Shares represented by Depositary Shares offered by the selling shareholders pursuant to this prospectus, and without
regard to any limitations on conversions or exercises.
In accordance with the terms
of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number
of Ordinary Shares issued to the selling shareholders in connection with the February Private Placement and the Waiver described herein
and (ii) the maximum number of Ordinary Shares upon exercise of the related warrants, determined as if the outstanding warrants were
exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC,
each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the
registration right agreement, without regard to any limitations on the exercise of the warrants.
Under the terms of the warrants,
a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its
affiliates and attribution parties, to beneficially own a number of Ordinary Shares which would exceed 9.99% of our then outstanding
Ordinary Shares following such exercise, excluding for purposes of such determination Ordinary Shares issuable upon exercise of such
warrants which have not been exercised. The beneficial ownership limitation may be increased or decreased, provided that in no event
shall it exceed 9.99%, upon notice to us, provided that any increase in the beneficial ownership limitation shall not be effective until
61 days following the receipt of such notice by us. The number of shares in the table below does not reflect this limitation. See “Plan
of Distribution.” The selling shareholders may sell all, some or none of their Ordinary Shares in this offering. See "Plan
of Distribution."
Name of Selling Shareholder (1) | |
Number of Ordinary
Shares Owned Prior to Offering * | | |
Maximum Number
of Ordinary Shares to be Sold Pursuant to this Prospectus * | | |
Number of Ordinary
Shares Owned After Offering (2) | |
Armistice Capital Master Fund Limited (3) | |
| 937,750† | | |
| 625,000† | | |
| 312,750† | |
Ladenburg Thalmann & Co. Inc. (4) | |
| 536,935 | | |
| 536,935 | | |
| -- | |
Walleye Opportunities Master Fund Ltd (5) | |
| 6,500,000 | | |
| 6,500,000 | | |
| -- | |
S.H.N. Financial Investments Ltd.(6) | |
| 541,700 | | |
| 541,700 | | |
| -- | |
__________________
* Subject to beneficial ownership blocker of 9.99%.
† Subject to a beneficial ownership blocker of 4.99%.
| (1) | All
information as of May 9, 2023. |
| (2) | Assumes
that all Ordinary Shares being registered under the registration statement of which this
prospectus forms a part are sold in this offering, and that none of the selling stockholders
acquire additional Ordinary Shares after the date of this prospectus and prior to completion
of this offering. |
| (3) | The
selling shareholder holds (i) warrants issued by us in prior transactions, or the Prior Armistice
Warrants, which entitle the holder to purchase up to an aggregate of 312,750 Ordinary Shares
(in the form of Depositary Shares) and which were previously registered, and (ii) warrants
issued by us pursuant to the Waiver, or the Waiver Warrants, which entitle the holder to
purchase up to an aggregate of 625,000 Ordinary Shares (in the form of Depositary Shares)
and which we are registering hereby. The Prior Armistice Warrants and the Waiver Warrants
are subject to a beneficial ownership limitation of 4.99% and 9.99%, respectively, which
does not permit the selling shareholder to exercise that portion of the warrants that would
result in the selling shareholder and its affiliates owning, after exercise, a number of
our Ordinary Shares in excess of the beneficial ownership limitation. The amounts and percentages
in the table do not give effect to the beneficial ownership limitation, if applicable. Armistice
Capital, LLC, the investment manager of Armistice Capital Master Fund Ltd., or Armistice,
and Steven Boyd, the managing member of Armistice Capital, LLC, hold shared voting and dispositive
power over the shares held by Armistice. Each of Armistice Capital, LLC and Steven Boyd disclaims
beneficial ownership of the securities listed except to the extent of their pecuniary interest
therein. The principal business address of Armistice is c/o Armistice Capital, LLC, 510 Madison
Avenue, 7th Floor, New York, New York, 10022. |
| (4) | The selling shareholder holds Ladenburg Warrants issued by us in connection
with the February Private Placement which entitle the holder to purchase up to an aggregate of 536,935
Ordinary Shares (in the form of Depositary Shares) and which we are registering hereby. The warrants
are subject to a beneficial ownership limitation of 9.99%, which does not permit the selling shareholder to exercise that portion of the
warrants that would result in the selling shareholder and its affiliates owning, after exercise, a number of our Ordinary Shares in excess
of the beneficial ownership limitation. The amounts and percentages in the table do not give effect to the beneficial ownership limitation,
if applicable. Ladenburg Thalmann & Co. Inc., or Ladenburg, is a registered broker-dealer that received the Ladenburg Warrants pursuant
to investment banking services. David Rosenburg has voting and dispositive control with respect to the securities being offered. The address
forLadenburg is 277 Park Avenue, 26th Floor, New York, New York 10172. |
| (5) | The
selling shareholder holds warrants issued by us in the February Private Placement which entitle
the holder to purchase up to an aggregate of 1,710,000 Ordinary Shares (in the form of Depositary
Shares) and which we are registering hereby. The warrants are subject to a beneficial ownership
limitation of 9.99%, which does not permit the selling shareholder to exercise that portion
of the warrants that would result in the selling shareholder and its affiliates owning, after
exercise, a number of our Ordinary Shares in excess of the beneficial ownership limitation.
The amounts and percentages in the table do not give effect to the beneficial ownership limitation,
if applicable. Walleye Capital LLC is the investment manager of Walleye Opportunities Master
Fund Ltd, or the Walleye Fund, and may be deemed to beneficially own the securities owned
by the Walleye Fund. Roger Masi is a Portfolio Manager of Walleye Capital LLC and may be
deemed to have voting and dispositive power over the securities owned by the Walleye Fund.
Walleye Capital LLC and Roger Masi each disclaim any beneficial ownership of these securities.
The address for Walleye Capital LLC and U.S. address for the Walleye Fund is 2800 Niagara
Lane N, Plymouth MN 55447. |
| (6) | The
selling shareholder holds 541,700 Ordinary Shares (in the form of Depositary Shares) issued
by us in the Private Placement and which we are registering hereby. The shares are directly
held by S.H.N. Financial Investments Ltd., an Israeli corporation, or S.H.N., and may be
deemed to be indirectly beneficially owned by Mr. Hadar Shamir and Mr. Nir Shamir who each
own 50% of the company and have shared voting and dispositive power over the common shares.
Mr. Hadar Shamir and Mr. Nir Shamir disclaim beneficial ownership of the securities except
to the extent of their respective pecuniary interests therein. The address of S.H.N. is c/o
S.H.N. Financial Investments Ltd., 3 Arik Einstein Street, Herzilya, Israel. |
DESCRIPTION OF OFFERED
SECURITIES AND OUR SHARE CAPITAL
The following describes
our issued share capital, summarizes the material provisions of our Articles of Association and highlights certain differences in corporate
law in the United Kingdom and the United States. This description of our share capital and summary of our Articles of Association is
not complete, and is qualified by reference to our Articles of Association. You should read our Articles of Association, which are filed
as an exhibit to the registration statement of which this prospectus forms a part, for the provisions that are important to you.
General
We are a public limited company
organized under the laws of England and Wales under registered number 09216368. Our registered office is 1 Caspian Point, Caspian Way,
Cardiff, CF10 4DQ, United Kingdom. The principal legislation under which we operate and our shares are issued is the United Kingdom Companies
Act of 2006, or the Companies Act.
Issued Share Capital
Our issued share capital
as of December 31, 2022 and April 17, 2023 was 5,417,137 Ordinary Shares and 88,353,947 Ordinary Shares, respectively. Each Ordinary
Share has a nominal value £0.02 per share. Each issued Ordinary Share is fully paid. We currently have 1,000,001 deferred shares
and no preference shares in our issued share capital.
There is no limit to the
number of Ordinary Shares or preference shares that we are authorized to issue, as the concept of authorized capital is no longer applicable
under the provisions of the Companies Act. There are no conversion rights, redemption provisions
or sinking fund provisions relating to any ordinary shares.
We are not permitted under
English law to hold our own Ordinary Shares unless they are repurchased by us and held in treasury. We do not currently hold any of our
own ordinary shares.
History of Share
Capital
On May 20, 2020, we issued
454,545 Ordinary Shares represented by 90,909 Depositary Shares in a registered direct offering with certain institutional investors
for aggregate gross proceeds of $3.0 million. In addition, in a concurrent private placement, we issued warrants to purchase a total
of 454,545 Ordinary Shares represented by 90.909 Depositary Shares at an exercise price of $10.25 per Depositary Share, and warrants
to purchase a total of 22,727 Ordinary Shares represented by 4,545 Depositary Shares to affiliates of Wainwright in the private placement
at an exercise price of $10.3125 per Depositary Share.
On May 22, 2020, we issued
333,333 Units to certain investors in a placing in the United Kingdom for aggregate gross proceeds of £1.8 million. Each Unit comprised
one new Ordinary Share and one warrant to purchase Ordinary Share, or a UK Warrant, with an exercise price of £1.70 per share.
We also issued UK Warrants to purchase a total of 16,666 Ordinary Shares to Turner Pope, the placing agent, in connection with the closing
of such offering, on the same terms and conditions as the other investors in the offering.
On July 27, 2020, we issued
1,064,814 Ordinary Shares, including 138,888 Ordinary Shares issued pursuant to a broker option, to certain non-U.S. investors in a placing
in the United Kingdom for aggregate gross proceeds of £5.75 million.
On
August 19, 2020, we issued 125,000 Ordinary Shares represented by 25,000 Depositary Shares upon the exercise of warrants issued in May
2020 at an exercise price of $51.25 per share.
On
September 30, 2020, we issued 1,250 Ordinary Shares to be purchased under the Midatech Pharma Share Incentive Plan.
On
February 19, 2021, we issued 15,340 Ordinary Shares represented by 613 Depositary Shares upon the exercise of warrants issued in May
2020 at an exercise price of $51.5625 per share.
On
July 6, 2021, we issued 1,754,386 Ordinary Shares to certain non-U.S. investors in a placing in the United Kingdom for aggregate gross
proceeds of £10.0 million.
On
March 22, 2022, we issued one Ordinary Shares upon the exercise of one warrant issued in February 2019 at an exercise price of £50
per share.
On
May 3, 2022, we issued 1,250 Ordinary Shares to be purchased under the Midatech Pharma Share Incentive Plan.
On
August 3, 2022, we issued warrants to purchase 16,666 Ordinary Shares at an exercise price of £2.70 per share.
On
September 26, 2022, we effected a ratio change to our Depositary Shares, pursuant to which the ratio of Ordinary Shares to Depositary
Shares was changed such that one Depositary Share represented 25 Ordinary Shares. Our Ordinary Shares were not affected by this change.
On December 16, 2022,
we sold to an institutional investor 492,466 Ordinary Shares represented by 98,493 Depositary Shares in a registered direct offering
at $5.00 per Depositary Share, resulting in gross proceeds of approximately $0.4 million.
On
February 15, 2023, we completed the closing of the February Private Placement pursuant to which we sold to certain institutional investors
(1) 3,250,200 Ordinary Shares represented by 650,040 Depositary Shares, (2) 12,931,027 Ordinary Shares represented by 2,586,205 Depositary
Shares, issuable upon the exercise of Series A warrants issued in the February Private Placement, (3) 19,396,545 Ordinary Shares represented
by 3,879,309 Depositary Shares, issuable upon the exercise of Series B warrants issued in the February Private Placement, and (4) up
to 71,749,800 Ordinary Shares represented by 14,349,960 Depositary Shares, issuable upon the exercise of pre-funded warrants issued in
the February Private Placement, for aggregate gross proceeds of approximately $6.0 million.
In addition, in connection with the February Private Placement, we
issued 536,935 Ordinary Shares represented by 107,387 Depositary Shares upon the exercise of placement agent warrants, and a Series A
warrant exercisable for 625,000 Ordinary Shares presented by 125,000 Depositary Shares to the December Investor in connection with the
Waiver.
On March 27, 2023, following
shareholder approval, we effected a one-for-20 reverse split of our Ordinary Shares, and our Ordinary Shares began trading on AIM on
a split-adjusted basis as of such date. No fractional shares were issued in connection with the reverse stock split. As a result of the
reverse stock split, the number of issued and outstanding Ordinary Shares was reduced to 8,667,337 shares as of March 27, 2023.
Concurrently with the reverse
split, and in an effort to bring our Depositary Shares price into compliance with NASDAQ’s minimum bid price per share requirement,
on March 27, 2023 we effected a ratio change in the number of Ordinary Shares represented by our Depositary Shares from 25 Ordinary Shares
per Depositary Share to five Ordinary Shares per Depositary Share.
Between
March 27, 2023 and the date hereof, we have issued 88,012,075 Ordinary Shares upon the exercise of 17,602,415 pre-funded warrants, Series
A warrants and Series B warrants issued in the February Private Placement.
On
May 26, 2023, we completed the closing of the May Offering and issued to certain institutional investors 110,679,610 Ordinary Shares represented
by 22,135,922 Depositary Shares at a purchase price of $0.15 per Depositary Share.
Options
We have established the 2014
Enterprise Management Incentive Scheme, or the EMI Scheme, pursuant to which we have issued options to purchase Ordinary Shares to employees
and directors. As of April 17, 2023, there were options to purchase 103,815 Ordinary Shares under the EMI Scheme. In addition, as of
April 17, 2023, there were options to purchase 17,525 Ordinary Shares under non-approved schemes. The options lapse after ten years from
the date of the grant.
As of March 31, 2023, the
weighted average remaining life of the option under the EMI Scheme and non-approved options schemes was 8.1 years.
In
connection with our acquisition of DARA in December 2015, we assumed all of DARA’s outstanding options, or DARA Options. As of
December 31, 2022, there were outstanding DARA Options to purchase 168 Ordinary Shares.
Warrants
October 2019 and May 2020 Warrants
The following is a brief
summary of the October Private Placement Warrants, Wainwright October Warrants, May Private Placement Warrants and Wainwright May Warrants
issued in connection with the October Private Placement and May Private Placement, as applicable, and is subject in all respects to the
provisions contained in the applicable warrants, which, with respect to the October Private Placement Warrants and Wainwright October
Warrants, are filed as exhibits to our Report on Form 6-K dated October 24, 2019, and for the May Private Placement Warrants and Wainwright
May Warrants, are filed as exhibits to our Report on Form 6-K dated May 20, 2020. Unless otherwise stated, references to warrants in
this section include the October Private Placement Warrants, May Private Placement Warrants, Wainwright October Warrants and Wainwright
May Warrants.
Exercisability. The
October Private Placement Warrants and Wainwright October Warrants became exercisable on December 23, 2019. The May Private Placement
Warrants and Wainwright May Warrants became exercisable upon issuance. The October Private Placement Warrants and May Private Placement
Warrants will expire five and one-half years from the initial exercise date, and the Wainwright October Warrants and Wainwright May Warrants
will expire on October 22, 2024 and May 18, 2025, respectively. The holder shall deliver the aggregate exercise price for the Depositary
Shares specified in the exercise notice within two trading days following the date of exercise (subject to the ‘cashless exercise’
arrangements described below).
Cashless Exercise. With
respect to the October Private Placement Warrants and Wainwright October Warrants, if, more than six months after the date of issuance
of such warrants, there is no effective registration statement registering, or no current prospectus available for, the resale of the
Depositary Shares underlying such warrants, the holder may exercise the warrant, in whole or in part, on a cashless basis. With respect
to the May Private Placement Warrants and Wainwright May Warrants, if there is no effective registration statement registering, or no
current prospectus available for, the resale of the Depositary Shares underlying such warrants, the holder may exercise the warrant,
in whole or in part, on a cashless basis.
Exercise Price. The
exercise price of (i) each October Private Placement Warrant and Wainwright October Warrant is $6.25 per Depositary Share and (ii) each
May Private Placement Warrants and Wainwright May Warrant is $2.05 and $2.0625 per Depositary Share, respectively, each subject to the
‘cashless exercise’ arrangements described above and to adjustment as described below.
Beneficial Ownership Limitation.
A holder shall have no right to exercise any portion of a warrant, to the extent that, after giving effect to such exercise, such
holder, together with such holder’s affiliates, and any persons acting as a group together with such holder or any such affiliate,
would beneficially own in excess of, at the initial option of the holder thereof, 4.99% or 9.99%, as applicable, of the number of Ordinary
Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares underlying the Depositary Shares upon such
exercise. The holder of the warrant, upon notice to us, may increase or decrease the beneficial ownership limitation to a percentage
not to exceed 9.99%, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following
notice to us. Beneficial ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange
Act, and the rules and regulations promulgated thereunder.
Stock dividends and stock
splits. If we pay a stock dividend or otherwise make a distribution payable in Depositary Shares or Ordinary Shares, or any
other equity or equivalent securities, subdivide or combine outstanding Depositary Shares or Ordinary Shares, or reclassify Depositary
Shares, Ordinary Shares or any shares of our capital stock, the exercise price of each warrant will be adjusted by multiplying the then
exercise price by a fraction, the numerator of which shall be the number of Depositary Shares (excluding treasury shares, if any) outstanding
immediately before such event, and the denominator of which shall be the number of Depositary Shares outstanding immediately after such
event.
Rights Offerings; pro
rata distributions. If we issue Ordinary Share equivalents or rights to purchase shares, warrants, securities or other property pro
rata to holders of Depositary Shares, a holder of a warrant will be entitled to acquire, subject to the beneficial ownership limitation
described above, such securities or property that such holder could have acquired if such holder had held the number of Depositary Shares
issuable upon complete exercise of the warrant immediately prior to the date a record is taken for such issuance. If we declare or make
any dividend or other distribution of assets or rights to acquire assets to holders of Depositary Shares or Ordinary Shares, a holder
of a warrant will be entitled to participate, subject to the beneficial ownership limitation, in such distribution to the same extent
that the holder would have participated therein if the holder had held the number of Depositary Shares issuable upon full exercise of
the warrant.
Fundamental Transaction.
If we effect a fundamental transaction, including, among other things, a merger, sale of substantially all of our assets, tender offer,
exchange offer and other business combination transactions, then upon any subsequent exercise of a warrant, the holder thereof shall
have the right to receive, for each Ordinary Share represented by the Depositary Shares that would have been issuable upon such exercise
immediately prior to the occurrence of such fundamental transaction, the number of shares of the successor’s or acquiring corporation’s
securities, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental transaction
by a holder of the number of Ordinary Shares represented by the Depositary Shares for which the warrant is exercisable immediately prior
to such fundamental transaction.
Transferability. Each
warrant and all rights thereunder are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment
of the warrant subject to applicable securities laws; provided, however, that the Wainwright October Warrants and Wainwright May Warrants
are subject to certain FINRA transfer restrictions. We do not intend to apply for listing of the warrants on any securities exchange
or other trading system.
No Rights as Shareholder
Until Exercise. Except as set forth in the warrants, the holders of the warrants do not have any voting rights, dividends or
other rights as a holder of our capital stock until they exercise the warrants.
August 2022 Warrants
On
August 3, 2022, we issued warrants to purchase 16,666 Ordinary Shares to Strand Hanson Limited, in payment for services rendered. The
exercise price of such warrants is £2.70 per share and they expire three years from the issuance date.
May 2020 United Kingdom Placing Warrants
On May 22, 2020, we issued
333,333 Units, with each Unit comprising one new Ordinary Share and one UK Warrant. The exercise price of the UK Warrants is £6.80
per share and it expires five years and six months from the issuance date. We also issued UK Warrants to purchase a total of 16,666 Ordinary
Shares to Turner Pope, the placing agent, in connection with the closing of such offering, on the same terms and conditions as the other
investors in the offering.
Series A Warrants, Series B Warrants,
Pre-Funded Warrants and Ladenburg Warrants
The
following is a brief summary of the Series A warrants, pre-funded warrants and the Ladenburg Warrants issued in connection with the February
Private Placement, and is subject in all respects to the provisions contained in the applicable warrants, which, are filed as exhibits
to our Report on Form 6-K dated February 9, 2023. Unless otherwise stated, references to warrants in this subsection include the Series
A warrants, pre-funded warrants and Ladenburg Warrants. All Series B warrants issued in the February Private Placement have been exercised.
Exercisability.
The warrants are exercisable. The Series A warrants expire five years from the initial exercise date and the Ladenburg Warrants expire
three years from the initial exercise date. The pre-funded warrants do not expire. The holder shall deliver the aggregate exercise price
for the Depositary Shares specified in the exercise notice within two trading days following the date of exercise (subject to the ‘cashless
exercise’ arrangements described below). The pre-funded warrants are exercisable at any time after the initial exercise date until
exercised in full and may be exercised on a cashless basis.
Cashless
Exercise. The Series A warrants may be exercised on a cashless basis. In such event, the aggregate number of Depositary Shares
issuable in such cashless exercise pursuant to any given notice of exercise electing to effect an alternative cashless exercise shall
equal the product of (x) the aggregate number of Depositary Shares that would be issuable upon exercise of the Series A warrant in accordance
with the terms of thereof if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 1.00.
Exercise
Price. The exercise price of each (i) Series A warrant and Series B warrant is $2.68 per Depositary Share, (ii) pre-funded warrant
is $0.0004 per Depositary Share, and (ii) and a portion of the Ladenburg Warrants are $5.00 per Depositary Share and another portion
is $2.90 per Depositary Share, respectively, each subject to the ‘cashless exercise’ arrangements described above and to
adjustment as described herein (other than the Ladenburg Warrants).
Beneficial
Ownership Limitation. A holder shall have no right to exercise any portion of a warrant, to the extent that, after giving effect
to such exercise, such holder, together with such holder’s affiliates, and any persons acting as a group together with such holder
or any such affiliate, would beneficially own in excess of 9.99% (or in the case of the Ladenburg Warrants, 4.99%), of the number of
Ordinary Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares underlying the Depositary Shares upon
such exercise. The holder of the warrant, upon notice to us, may increase or decrease the beneficial ownership limitation to a percentage
not to exceed 9.99%, provided that any increase in the beneficial ownership limitation shall not be effective until 61 days following
notice to us. Beneficial ownership of the holder and its affiliates will be determined in accordance with Section 13(d) of the Exchange
Act, and the rules and regulations promulgated thereunder.
Stock
dividends and stock splits. If we pay a stock dividend or otherwise make a distribution payable in Depositary Shares or Ordinary
Shares, or any other equity or equivalent securities, subdivide or combine outstanding Depositary Shares or Ordinary Shares, or reclassify
Depositary Shares, Ordinary Shares or any shares of our capital stock, the exercise price of each warrant will be adjusted by multiplying
the then exercise price by a fraction, the numerator of which shall be the number of Depositary Shares (excluding treasury shares, if
any) outstanding immediately before such event, and the denominator of which shall be the number of Depositary Shares outstanding immediately
after such event.
Rights
Offerings; pro rata distributions. If we issue Ordinary Share equivalents or rights to purchase shares, warrants, securities or other
property pro rata to holders of Depositary Shares, a holder of a warrant will be entitled to acquire, subject to the beneficial ownership
limitation described above, such securities or property that such holder could have acquired if such holder had held the number of Depositary
Shares issuable upon complete exercise of the warrant immediately prior to the date a record is taken for such issuance. If we declare
or make any dividend or other distribution of assets or rights to acquire assets to holders of Depositary Shares or Ordinary Shares,
a holder of a warrant will be entitled to participate, subject to the beneficial ownership limitation, in such distribution to the same
extent that the holder would have participated therein if the holder had held the number of Depositary Shares issuable upon full exercise
of the warrant.
Fundamental
Transaction. If we effect a fundamental transaction, including, among other things, a merger, sale of substantially all of our assets,
tender offer, exchange offer and other business combination transactions, then upon any subsequent exercise of a warrant, the holder
thereof shall have the right to receive, for each Ordinary Share represented by the Depositary Shares that would have been issuable upon
such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of the successor’s or acquiring
corporation’s securities, if it is the surviving corporation, and any additional consideration receivable as a result of such fundamental
transaction by a holder of the number of Ordinary Shares represented by the Depositary Shares for which the warrant is exercisable immediately
prior to such fundamental transaction. In addition, with respect to the Series A warrants, Series B warrants and the Ladenburg Warrants,
in the event of a fundamental transaction that is (i) an all cash or substantially all cash transaction, (ii) a “Rule 13e-3 transaction”
as defined in Rule 13e-3 under the Exchange Act, or (iii) with certain limited exceptions, a fundamental transaction involving a person
or entity not traded on a national securities exchange or other established trading market, including, but not limited to, the London
Stock Exchange, AIM, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Select Market, The NASDAQ Global Market, The
NASDAQ Capital Market, the OTC QX, the OTC QB or the Over-the-Counter Bulletin Board, then the Company or any successor entity will pay
at the holder’s option, exercisable at any time concurrently with or within 30 days after the consummation of the fundamental transaction,
an amount of cash equal to the value of the Warrant as determined in accordance with the Black Scholes option pricing model.
Transferability. Each
warrant and all rights thereunder are transferable, in whole or in part, upon surrender of the warrant, together with a written assignment
of the warrant subject to applicable securities laws; provided, however, that the Ladenburg Warrants are subject to certain FINRA transfer
restrictions. We do not intend to apply for listing of the warrants on any securities exchange or other trading system.
No
Rights as Shareholder Until Exercise. Except as set forth in the warrants, the holders of the warrants do not have any voting
rights, dividends or other rights as a holder of our capital stock until they exercise the warrants.
Articles of Association
Shares and Rights
Attaching to Them
Objects
The objects of our Company
are unrestricted.
Share Rights
Subject to any special rights
attaching to shares already in issue, our shares may be issued with or have attached to them any preferred, deferred or other special
rights or privileges or be subject to such restrictions as we may resolve by ordinary resolution of the shareholders or decision of our
board.
Voting
Rights
Without
prejudice to any rights or restrictions as to voting rights attached to any shares forming part of our share capital from time to time,
the voting rights attaching to shares are as follows:
| · | on
a show of hands every shareholder who is present in person and each duly authorized representative
present in person of a shareholder that is a corporation shall have one vote; |
| · | on
a show of hands, each proxy present in person has one vote for and one vote against a resolution
if the proxy has been duly appointed by more than one shareholder and the proxy has been
instructed by one or more of those shareholders to vote for the resolution and by one or
more other of those shareholders to vote against it; |
| · | on
a show of hands, each proxy present in person has one vote for and one vote against a resolution
if the proxy has been duly appointed by more than one shareholder entitled to vote on the
resolution and either: (1) the proxy has been instructed by one or more of those shareholders
to vote for the resolution and has been given any discretion by one or more other of those
shareholders to vote and the proxy exercises that discretion to vote against it; or (2) the
proxy has been instructed by one or more of those shareholders to vote against the resolution
and has been given any discretion by one or more other of those shareholders to vote and
the proxy exercises that discretion to vote for it; and |
| · | on
a poll every shareholder who is present in person or by proxy shall have one vote for each
share of which he is the holder. |
At
any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded. Subject
to the provisions of the Companies Act, a poll may be demanded by:
| · | the
chairman of the meeting; |
| · | at
least five shareholders present in person or by proxy and entitled to vote; |
| · | any
shareholder(s) present in person or by proxy and representing in the aggregate not less than
10% of the total voting rights of all shareholders having the right to vote on the resolution;
or |
| · | any
shareholder(s) present in person or by proxy and holding shares conferring a right to vote
on the resolution on which there have been paid up sums in the aggregate equal to not less
than 10% of the total sums paid up on all shares conferring that right. |
Restrictions on Voting
No
shareholder shall be entitled to vote at any general meeting or at any separate class meeting in respect of any share held by him unless
all calls or other sums payable by him in respect of that share have been paid.
The
Board of Directors may from time to time make calls upon the shareholders in respect of any money unpaid on their shares and each shareholder
shall (subject to at least 14 days’ notice specifying the time or times and place of payment) pay at the time or times so specified
the amount called on his shares. If a call remains unpaid after it has become due and payable, and the fourteen days’ notice
provided by the Board of Directors has not been complied with, any share in respect of which such notice was given may be forfeited by
a resolution of the Board of Directors.
A
shareholder’s right to attend general or class meetings of the Company or to vote in respect of his shares may be suspended by
the Board of Directors in accordance with our Articles of Association if he or she fails to comply with a proper request for the disclosure
of interests regarding the shares. See “—Other United Kingdom Law Considerations—Disclosure of Interest in Shares”
in this prospectus.
Dividends
We
may, by ordinary resolution, declare a dividend to be paid to the share owners according to their respective rights and interests in
profits, and may fix the time for payment of such dividend. No dividend may be declared in excess of the amount recommended by the directors.
The Board of Directors may from time to time declare and pay to our share owners such interim dividends as appear to the directors to
be justified by our profits available for distribution. There are no fixed dates on which entitlement to dividends arises on our ordinary
shares.
The
share owners may pass, on the recommendation of the directors, an ordinary resolution to direct that all or any part of a dividend to
be paid by distributing specific assets, in particular paid up shares or debentures of any other body corporate. Our articles of association
also permit, with the prior authority of an ordinary resolution of shareholders, a scrip dividend scheme under which share owners may
be given the opportunity to elect to receive fully paid ordinary shares instead of cash, or a combination of shares and cash, with respect
to future dividends.
By
the way of the exercise of a lien, if a share owner owes us any money relating in any way to shares, the Board of Directors may deduct
any of this money from any dividend on any shares held by the share owner, or from other money payable by us in respect of the shares.
Money deducted in this way may be used to pay the amount owed to us.
Unclaimed
dividends and other money payable in respect of a share can be invested or otherwise used by directors for our benefit until they are
claimed. A dividend or other money remaining unclaimed 12 years after it first became due for payment will be forfeited and shall revert
to the Company.
A
shareholder’s right to receive dividends on his shares may, if they represent more than 0.25% of the issued shares of that class,
be suspended by the directors if he or she fails to comply with a proper request for the disclosure of interests regarding the shares.
See “—Other United Kingdom Law Considerations—Disclosure of Interests in Shares” in this prospectus.
Change
of Control
There
is no specific provision in our Articles of Association that would have the effect of delaying, deferring or preventing a change of control.
We are, however, subject to the provisions of the United Kingdom City Code on Takeovers and Mergers, or the City Code, which contains
detailed provisions regulating the timing and manner of any takeover offer for those of the Company’s shares which confer voting
rights. See “—Other United Kingdom Law Considerations—City Code on Takeovers and Mergers” in this prospectus.
Variation of Rights
Whenever
our share capital is divided into different classes of shares, all or any of the rights attached to any class may be varied or abrogated
in such manner (if any) as may be provided by those rights or (in the absence of any such provision) either with the consent in writing
of the holders of at least 75% of the issued shares of that class or with the authority of a special resolution passed at a separate
general meeting of the holders of the shares of that class.
Alteration of Share
Capital and Repurchases
Subject to the provisions
of the Companies Act, and without prejudice to any relevant special rights attached to any class of shares, we may, from time to time:
| · | increase
our share capital by allotting and issuing new shares in accordance with the our articles
of association and any relevant shareholder resolution; |
| · | consolidate
all or any of our share capital into shares of a larger nominal amount (i.e.,
par value) than the existing shares; |
| · | subdivide
any of our shares into shares of a smaller nominal amount (i.e., par value) than our
existing shares; or |
| · | redenominate
our share capital or any class of share capital. |
Preemptive Rights
and New Issuance of Shares
Under the Companies Act,
the issuance of equity securities (except shares held under an employees’ share scheme) that are to be paid for wholly in cash
must be offered first to the existing holders of equity securities in proportion to the respective nominal amounts (i.e., par values)
of their holdings on the same or more favorable terms, unless a special resolution to the contrary has been passed or the articles of
association otherwise provide an exclusion from this requirement (which exclusion can be for a maximum of five years after which our
shareholders’ approval would be required to renew the exclusion). In this context, “equity securities” means ordinary
shares (and would exclude shares that, with respect to dividends or capital, carry a right to participate only up to a specified amount
in a distribution), and any and all rights to subscribe for or convert securities into such ordinary shares. This differs from U.S. law,
under which shareholders generally do not have pre-emptive rights unless specifically granted in the certificate of incorporation or
otherwise.
By way of resolutions passed
at our annual general meeting held on June 20, 2022, or 2022 AGM, authorities were given to the directors to allot shares in the Company,
or to grant rights to subscribe for or to convert or exchange any security into shares in the Company, up to an aggregate nominal amount
of £32,831.14, representing approximately one third of the then issued share capital of the Company, with such authority set to
expire 15 months from the date of passing of said resolution or at the conclusion of the annual general meeting of the Company to be
held in 2023, whichever is the earlier. Pursuant to the resolutions passed at the 2022 AGM, we were granted authority to allot up to
32,831,140 Ordinary Shares of £0.02 each in the capital of the Company, of which we had authority to allot 9,849,340 Ordinary Shares
of £0.02 each in the capital of the Company on a non-pre-emptive basis. Renewal of such authorizations is expected to be sought
at each of our annual general meetings.
In circumstances where we
allot further Ordinary Shares, we have, in the past, had to apply for such new Ordinary Shares to be admitted to trading on AIM, a market
operated by the London Stock Exchange plc, or AIM, which in some instances requires the publication of an admission document. On March
24, 2023, at a general meeting, or the March 2023 GM, our shareholders approved the cancellation of the admission of our Ordinary Shares
to trading on AIM, or the AIM Cancellation, which became effective April 26, 2023, meaning that trading applications to AIM are no longer
be required in respect of any future allotments of ordinary shares, and the adoption of new articles of association in substitution for
and to the entire exclusion of the Articles subject to and with effect from the AIM Cancellation, which make a number of changes that
are either administrative in nature or reflect certain updates in applicable law or best practice for companies with shares and ADSs
admitted to trading on NASDAQ.
By way of resolutions passed
at the March 2023 GM, authorities were given to the directors to generally allot shares in the Company, or to grant rights to subscribe
for or to convert or exchange any security into shares in the Company, up to an aggregate nominal amount of £2,300,000 with such
authority set to expire at the conclusion of the annual general meeting of the Company to be held in 2025. Pursuant to the authority
granted at the March 2023 GM, the Company currently has authority to allot up to 115,000,000 ordinary shares on a non-pre-emptive basis.
Transfer of Shares
Any certificated shareholder
may transfer all or any of his shares by an instrument of transfer in the usual common form or in any other manner which is permitted
by the Companies Act and approved by the Board of Directors. Any written instrument of transfer shall be signed by or on behalf of the
transferor and (in the case of a partly paid share) the transferee.
All transfers of uncertificated
shares shall be made in accordance with and subject to the provisions of the Uncertificated Securities Regulations 2001 and the
facilities and requirements of its relevant system. The Uncertificated Securities Regulations 2001 permit shares to be issued and
held in uncertificated form and transferred by means of a computer-based system.
The Board of Directors may
decline to register any transfer of any share unless it is:
| · | a
share on which the Company has no lien; |
| · | in
respect of only one class of shares; |
| · | in
favor of a single transferee or not more than four transferees; |
| · | duly
stamped or duly certificated or otherwise shown the satisfaction of the Board to be exempt
from any required stamp duty; or |
| · | delivered
for registration at our registered office or such other place as the Board of Directors may
decide, accompanied by the certificate for the shares to which it relates (other than uncertificated
shares) and any other evidence the Board of Directors may reasonably require to provide the
title to such share of the transferor. |
If the Board of Directors
declines to register a transfer it shall, as soon as practicable and in any event within two months after the date on which the transfer
is lodged, send to the transferee notice of the refusal, together with reasons for the refusal.
CREST
CREST is a computerized paperless
share transfer and settlement system which allows securities to be transferred by electronic means, without the need for a written instrument
of transfer. The Articles of Association are consistent with CREST membership and, among other things, allow for the holding and transfer
of shares in uncertificated form.
Shareholder
Meetings
Annual
General Meetings
In
accordance with the Companies Act, we are required in each year to hold an annual general meeting in addition to any other general meetings
in that year and to specify the meeting as such in the notice convening it. The annual general meeting shall be convened whenever and
wherever the board sees fit, subject to the requirements of the Companies Act.
Notice
of General Meetings
Subject
to certain conditions, holders of Depositary Shares are entitled to receive notices under the terms of the deposit agreement relating
to the Depositary Shares. See “Description of American Depositary Shares—Voting Rights” in this prospectus.
Quorum
of General Meetings
No
business shall be transacted at any general meeting unless a quorum is present, but the absence of a quorum shall not preclude the appointment,
choice or election of a chairman which shall not be treated as part of the business of the meeting. At least two shareholders present
in person or by proxy and entitled to vote shall be a quorum for all purposes.
Class Meetings
The provisions
in the Articles of Association relating to general meetings apply to every separate general meeting of the holders of a class of shares
except that:
| · | no
member, other than a member of the Board of
Directors, shall be entitled to notice of it or attend such meeting unless he is a holder
of shares of that class; |
| · | the
quorum for such class meeting shall be two holders in person or by proxy representing not
less than one-third in nominal value of the issued shares of the
class; |
| · | at
the class meeting, a holder of shares of the
class present in person or by proxy may demand a poll and shall on a poll be entitled to
one vote for every shares of the class held by him; and |
| · | if
at any adjourned meeting of such holders a quorum
is not present at the meeting, one holder of shares of the class present in person or by
proxy at an adjourned meeting constitutes a quorum. |
Directors
Number
of Directors
We
may not have less than two directors on our Board of Directors. We have no maximum number of directors, though we may fix a maximum number
by ordinary resolution of the shareholders. We may, by ordinary resolution of the shareholders, vary the minimum and any maximum number
of directors from time to time.
Appointment
of Directors
Subject
to the provisions of the Articles of Association, we may, by ordinary resolution of the shareholders, elect any person to be a director,
either to fill a casual vacancy or as an addition to the existing board.
Without
prejudice to the power to appoint any person to be a director by shareholder resolution, the Board of Directors has the power to appoint
any person to be a director, either to fill a casual vacancy or as an addition to the existing Board of Directors. Any director appointed
by the Board of Directors will hold office only until the earlier to occur of the close of the next following annual general meeting
and someone being appointed in his stead at that meeting. Such a director is eligible for re-election at that meeting but shall not be
taken into account in determining the directors or the number of directors who are to retire by rotation at such meeting.
Rotation
of Directors
At
every annual general meeting, one-third of the directors or, if their number is not a multiple of three, then the number nearest to and
not exceeding one-third, shall retire from office and each director must retire from office at least once every three years. If there
are fewer than three directors, one director shall make himself or herself available for re-election
The
directors to retire on each occasion shall be those subject to retirement by rotation who have been longest in office since their last
election, but as between persons who became or were re-elected directors on the same day those to retire shall (unless they otherwise
agree amongst themselves) be determined by lot.
A
director who retires at the annual general meeting shall be eligible for re-election.
The
shareholders may, at the meeting at which a director retires, fill the vacated office by electing a person and in default the retiring
director shall, if willing to continue to act, be deemed to have been re-elected, unless at such meeting it is expressly resolved not
to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost or
such director has given notice in writing to us that he is unwilling to be re-elected or such director has attained the retirement age
applicable to him as director pursuant to the Companies Act.
Director’s
Interests
The
Board of Directors may authorize, to the fullest extent permitted by law, any matter proposed to them which would otherwise result in
a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly
may conflict, with our interests and which may reasonably be regarded as likely to give rise to a conflict of interest. A director shall
not, save as otherwise agreed by him, be accountable to us for any benefit which he (or a person connected with him) derives from any
matter authorized by the directors and any contract, transaction or arrangement relating thereto shall not be liable to be avoided on
the grounds of any such benefit.
Subject
to the requirements under Sections 175, 177 and 182 of the Companies Act (which require a director to avoid a situation in which he has,
or can have, a direct or indirect interest that conflicts, or possibly conflicts, with our interests, and to declare any interest that
he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with us), and provided that he has disclosed
to the Board of Directors the nature and extent of any interest of his in accordance with the Companies Act and the Articles of Association,
a director notwithstanding his office:
| · | may
be a party to, or otherwise interested in, any
transaction or arrangement with us or in which we are otherwise interested; |
| · | may
be a director or other officer of, or employed
by, or a party to any transaction or arrangement with, or otherwise interested in, any body
corporate promoted by us or in which we are otherwise interested; and |
| · | shall
not, by reason of his office, be accountable to us for any benefit which he derives from
any such office or employment or from any such
transaction or arrangement or from any interest in any such body corporate and no such transaction
or arrangement shall be liable to be avoided on the ground of any such interest or benefit. |
In
the case of interests arising where a director is in any way, directly or indirectly, interested in (a) a proposed transaction or
arrangement with us or (b) a transaction or arrangement that has been entered into by us and save as otherwise provided by the Articles
of Association, such director shall not vote at a meeting of the Board of Directors or of a committee of the Board of Directors on any
resolution concerning such matter in which he has a material interest (otherwise than by virtue of his interest in shares, debentures
or other securities of, or otherwise in or through, us) unless his interest or duty arises only because the case falls within one or
more of the following paragraphs:
| · | the
resolution relates to the giving to him or a person connected with him of a guarantee, security
or indemnity in respect of money lent to, or an obligation incurred by him or such a person
at the request of or for the benefit of, us or any of our subsidiaries; |
| · | the
resolution relates to the giving of a guarantee, security or indemnity in respect of a debt
or obligation of ours or any of our subsidiaries for which the director
or a person connected with him has assumed responsibility in whole or part under a guarantee
or indemnity or by the giving of security; |
| · | the
resolution relates in any way to any other company in which he is interested, directly or
indirectly and whether as an officer or shareholder or otherwise howsoever, provided that
he and any persons connected with him do not to his knowledge hold an interest in shares
representing one per cent or more of any class of the equity share capital of such company
or of the voting rights available to shareholder of such company; |
| · | the
resolution relates in any way to an arrangement for the benefit of our employees or any employees
of our subsidiaries which does not award him as such any privilege or benefit not generally
awarded to the employees to whom such arrangement relates; |
| · | the
resolution relates in any way to the purchase or maintenance for the directors of insurance;
or |
| · | the
resolution is in respect of any matter in which the interest of the director cannot reasonably
be regarded as conflicting. |
A
director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
If
a question arises at a meeting of the Board of Directors or of a committee of the Board of Directors as to the right of a director to
vote or be counted in the quorum, and such question is not resolved by his voluntarily agreeing to abstain from voting or not to be counted
in the quorum, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation
to any director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of the director
concerned has not been fairly disclosed.
An
interest of a person connected with a director shall be treated as an interest of the director and Section 252 of the Companies
Act shall determine whether a person is connected with a director.
Directors’
Fees and Remuneration
Each
of the directors shall be paid a fee at such rate as may from time to time be determined by the Board of Directors (or for the avoidance
of doubt any duly authorized committee of the Board of Directors) provided that the aggregate of all such fees so paid to directors shall
not exceed £300,000 per annum, or such higher amount as may from time to time be determined by ordinary resolution of shareholders.
Each
director may be paid his reasonable traveling, hotel and other expenses of attending and returning from meetings of the Board of Directors
or committees thereof of or general meetings or separate meetings of the holders class of shares or of debentures and shall be paid all
expenses properly and reasonably incurred by him in the conduct of the Company’s business or in the discharge of his duties as
a director. Any director who, by request, goes or resides abroad for any purposes required by us or who performs services which in the
opinion of the Board of Directors go beyond the ordinary duties of a director may be paid such extra remuneration as the Board of Directors
may determine.
An
executive director shall receive such remuneration as the Board of Directors may determine, and either in addition to or in lieu of his
remuneration as a director as detailed above.
Age
Limitations and Share Ownership
We
do not have any age limitations for our directors, nor do we have mandatory retirement as a result of reaching a certain age. Our directors
are not required to hold any shares in the Company.
Borrowing
Power
Our
directors may exercise all the powers of the Company to borrow or raise money and mortgage or charge all or any part of our undertaking,
property and assets (present and future), and uncalled capital. Subject to the Companies Act, the directors may also create and issue
debentures, other loan stock and other securities, whether outright or as collateral security for any debt, liability or obligation of
the Company or of any third party. Our directors are required to restrict the borrowings of the Company to ensure that the aggregate
principal amount of borrowings at any one time outstanding and all of its subsidiary undertakings (other than intra-Group borrowing)
shall not at any time, without the previous sanction of an ordinary resolution of the Company, exceed two times the gross asset value
of the Company and our subsidiaries.
Liability
of Biodexa and its Directors and Officers
Subject
to the provisions on indemnities set out in Companies Act, every director, alternate director or former director (and of any associated
company) shall be entitled to be indemnified out of our assets against all costs and liabilities incurred by him or her in relation to
any proceedings or any regulatory investigation or action which relate to anything done or omitted or alleged to have been done or omitted
by him or her as a director so long as the indemnities do not cover liability for breach of duty to the Company or cover any fine, costs
or related expense in connection with any proceedings for default on the part of the director. Lawful indemnities extend to the provision
of funds to him or her by the Company to meet expenditure incurred or to be incurred by him in defending himself in any proceedings (whether
civil or criminal) or in connection with an application for statutory relief or in an investigation by a regulatory authority which must
however be repaid where such proceedings, application, investigation or action are in connection with any alleged negligence, default,
breach of duty or breach of trust by him or her in relation to the Company (or any associated company of ours) and he or she is convicted
or found in default thereof. Under English law, any provision that purports to exempt a director of a company (to any extent) from any
liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation
to the company is void.
Under
a deed poll declared by us on August 5, 2015, or a Deed of Indemnity, our Board of Directors and our Company Secretary are indemnified
against costs and liabilities incurred in connection with their office, other than any liability owed by such person to the Company itself
(or any of our associated entities) and other than indemnification for liabilities in certain circumstances, which are prohibited by
virtue of the Companies Act. The Deed of Indemnity provides that a director may also be lent sums to finance any relevant defense costs,
provided that, in the event such proceedings involve criminal or civil matters in which the person is convicted or has a judgment made
against him or her, then such loan must be repaid. Our total aggregate liability of Biodexa under the Deed of Indemnity is £5 million.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to a charter provision, by-law, contract, arrangements, statute or otherwise, we acknowledge that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Other
United Kingdom Law Considerations
Mandatory
Purchases and Acquisitions
Pursuant
to Sections 979 to 991 of the Companies Act, where a takeover offer has been made for us and the offeror has acquired or unconditionally
contracted to acquire not less than 90% in value of the shares to which the offer relates and not less than 90% of the voting rights
carried by those shares, the offeror may give notice to the holder of any shares to which the offer relates which the offeror has not
acquired or unconditionally contracted to acquire that he wishes to acquire, and is entitled to so acquire, those shares on the same
terms as the general offer. The offeror would do so by sending a notice to the outstanding minority shareholders telling them that it
will compulsorily acquire their shares. Such notice must be sent within three months of the last day on which the offer can be accepted
in the prescribed manner. The squeeze-out of the minority shareholders can be completed at the end of six weeks from the date the notice
has been given, following which the offeror can execute a transfer of the outstanding shares in its favor and pay the consideration to
us, and we would hold the consideration on trust for the outstanding minority shareholders. The consideration offered to the outstanding
minority shareholders whose shares are compulsorily acquired under the Companies Act must, in general, be the same as the consideration
that was available under the takeover offer.
Sell
Out
The
Companies Act also gives our minority shareholders a right to be bought out in certain circumstances by an offeror who has made a takeover
offer for all of our shares. The holder of shares to which the offer relates, and who has not otherwise accepted the offer, may require
the offeror to acquire his shares if, prior to the expiry of the acceptance period for such offer, (i) the offeror has acquired
or agreed to acquire not less than 90% in value of the voting shares, and (ii) not less than 90% of the voting rights carried by
those shares. The offeror may impose a time limit on the rights of minority shareholders to be bought out that is not less than three
months after the end of the acceptance period. If a shareholder exercises his rights to be bought out, the offeror is required to acquire
those shares on the terms of this offer or on such other terms as may be agreed.
Disclosure
of Interest in Shares
Pursuant
to Part 22 of the Companies Act, we are empowered by notice in writing to any person whom we know or have reasonable cause to believe
to be interested in our shares, or at any time during the three years immediately preceding the date on which the notice is issued has
been so interested, requiring such person within a reasonable time to disclose to us particulars of that person’s interest and
(so far as is within his knowledge) particulars of any other interest that subsists or subsisted in those shares. The Articles of Association
specify that a response is required from such person within 14 days after service of any such notice.
Under
the Articles of Association, if a person defaults in supplying us with the required particulars in relation to the shares in question,
or Default Shares, the directors may by notice direct that:
| · | in
respect of the Default Shares, the relevant member shall not be entitled to attend or vote
(either in person or by proxy) at any general meeting or of a general meeting of the holders
of a class of shares or upon any poll or to exercise any right conferred by the Default Shares;
and/or |
| · | where
the Default Shares represent at least 0.25% of their class, (a) any dividend (or any part
of a dividend) payable in respect of the Default Shares shall be retained by us without liability
to pay interest, (b) the shareholder may not be entitled to elect to receive shares instead
of a dividend, and (c) no transfers by the relevant member of any Default Shares may be registered
(unless the member himself is not in default and the transfer does not relate to Default
Shares, the transfer is exempt or that the transfer is permitted under the U.K. Uncertificated
Securities Regulations 2001). |
Purchase
of Own Shares
Under
English law, a limited company may only purchase or redeem its own shares out of the distributable profits of the company or the proceeds
of a fresh issue of shares made for the purpose of financing the purchase, provided that they are not restricted from doing so by their
articles. A limited company may not purchase or redeem its own shares if, as a result of the purchase, there would no longer be any issued
shares of the company other than redeemable shares or shares held as treasury shares. Shares must be fully paid in order to be repurchased.
Subject
to the above, we may purchase our own shares in the manner prescribed below. We may make a market purchase of our own fully paid shares
pursuant to an ordinary resolution of shareholders. The resolution authorizing the purchase must:
| · | specify
the maximum number of shares authorized to be acquired; |
| · | determine
the maximum and minimum prices that may be paid for the shares; and |
| · | specify
a date, not being later than five years after the passing of the resolution, on which the
authority to purchase is to expire. |
We
may purchase our own fully paid shares otherwise than on a recognized investment exchange pursuant to a purchase contract authorized
by resolution of shareholders before the purchase takes place. Any authority will not be effective if any shareholder from whom we propose
to purchase shares votes on the resolution and the resolution would not have been passed if he had not done so. The resolution authorizing
the purchase must specify a date, not being later than five years after the passing of the resolution, on which the authority to purchase
is to expire.
Distributions
and Dividends
Under the Companies Act,
before a company can lawfully make a distribution or dividend, it must ensure that it has sufficient distributable reserves (on a non-consolidated
basis). The basic rule is that a company’s profits available for the purpose of making a distribution are its accumulated, realized
profits, so far as not previously utilized by distribution or capitalization, less its accumulated, realized losses, so far as not previously
written off in a reduction or reorganization of capital duly made. The requirement to have sufficient distributable reserves before a
distribution or dividend can be paid applies to us and to each of our subsidiaries that has been incorporated under English law.
It is not sufficient that
we, as a public company, have made a distributable profit for the purpose of making a distribution. An additional capital maintenance
requirement is imposed on us to ensure that the net worth of the company is at least equal to the amount of its capital. A public company
can only make a distribution:
| · | if,
at the time that the distribution is made, the amount of its net assets (that is, the total
excess of assets over liabilities) is not less than the total of its called up share capital
and undistributable reserves; and |
| · | if,
and to the extent that, the distribution itself, at the time that it is made, does not reduce
the amount of the net assets to less than that total. |
City Code on Takeovers
and Mergers
Following the AIM Cancellation,
we remain a public limited company incorporated in, and with our registered office in, the United Kingdom but our securities will not
be admitted to trading on a regulated market or multilateral trading facility in the United Kingdom (or a stock exchange in the Channel
Islands or the Isle of Man). The City Code will then only apply to us if we are considered by the United Kingdom Panel on Takeovers and
Mergers, or the Panel, to have our place of central management and control in the United Kingdom (or the Channel Islands or the Isle
of Man). This is known as the “residency test”. The way in which the test for central management and control is applied for
the purposes of the City Code may be different from the way in which it is applied by the United Kingdom tax authorities, HMRC. Under
the City Code, the Panel typically considers where the majority of the directors of the Company are resident, amongst other factors,
for the purposes of determining where the Company has its place of central management and control.
Immediately following the
AIM Cancellation, three of our four directors will be resident in the United Kingdom and our place of central management and control
is intended, for the time being, to remain in the United Kingdom. Accordingly, the Panel has confirmed that, following the AIM Cancellation,
we will continue to be subject to the City Code, and the Company and its shareholders will therefore continue to have the benefit of
the protections that the City Code affords, including, but not limited to, under Rule 9 of the City Code as set out above.
The City Code is issued and
administered by the Panel. The City Code provides a framework within which takeovers of companies subject to it are conducted. In particular,
the City Code contains certain rules in respect of mandatory offers. Under Rule 9 of the City Code, if a person:
| · | acquires
an interest in our shares which, when taken together with shares in which he or persons acting
in concert with him are interested, carries 30% or more of the voting rights of our shares;
or |
| · | who,
together with persons acting in concert with him, is interested in shares that in the aggregate
carry not less than 30% and not more than 50% of the voting rights in us, acquires additional
interests in shares that increase the percentage of shares carrying voting rights in which
that person is interested, |
the acquirer, and depending
on the circumstances, its concert parties would be required (except with the consent of the Panel) to make a cash offer for our outstanding
shares at a price not less than the highest price paid for any interests in the shares by the acquirer or its concert parties during
the previous 12 months.
Notwithstanding
the above, we may cease to be subject to the City Code in the future if there are any changes that lead to us being deemed to no longer
have its place of central management and control in the United Kingdom, Channel Islands or the Isle of Man.
Exchange Controls
There are no governmental
laws, decrees, regulations or other legislation in the United Kingdom that may affect the import or export of capital, including the
availability of cash and cash equivalents for use by us, or that may affect the remittance of dividends, interest, or other payments
by us to non-resident holders of our Ordinary Shares or Depositary Shares, other than withholding tax requirements. There is no limitation
imposed by English law or in the Articles of Association on the right of non-residents to hold or vote shares.
DESCRIPTION
OF AMERICAN DEPOSITARY SHARES
General
Our Depositary Shares are
deposited pursuant to the Amended and Restated Deposit Agreement dated February 8, 2021, among the Company, The Bank of New York Mellon
as depositary, ands owners and holders of Depositary Shares. The depositary registers and delivers
the Depositary Shares. Each Depositary Share represents five Ordinary Shares (or
a right to receive five Ordinary Shares) deposited with The Bank of New York Mellon, London Branch, or any successor, as custodian for
the depositary. Each Depositary Share also represents any other securities, cash or other property that may be held by the depositary.
The deposited Ordinary Shares together with any other securities, cash or other property held by the depositary are referred to as the
deposited securities. The depositary’s office at which the Depositary Shares are administered and its principal executive office
are located at 240 Greenwich Street, New York, New York 10286.
You may hold Depositary Shares
either (1) directly (a) by having an American Depositary Receipt, or ADR, which is a certificate evidencing a specific number of
Depositary Shares, registered in your name, or (b) by having Depositary Shares registered in your name in the Direct Registration
System, or (2) indirectly by holding a security entitlement in Depositary Shares through your broker or other financial institution.
If you hold Depositary Shares directly, you are a registered Depositary Share holder, also referred to as an ADS holder. This description
assumes you are a Depositary Share holder. If you hold the Depositary Shares indirectly, you must rely on the procedures of your broker
or other financial institution to assert the rights of Depositary Share holders described in this section. You should consult with your
broker or financial institution to find out what those procedures are.
The Direct Registration System,
or DRS, is a system administered by The Depository Trust Company, or DTC, pursuant to which the depositary may register the ownership
of uncertificated Depositary Shares, which ownership is confirmed by periodic statements sent by the depositary to the registered holders
of uncertificated Depositary Shares.
Depositary Share holders
are not treated as shareholders and do not have shareholder rights. English law governs shareholder rights. The depositary is the holder
of the ordinary shares underlying the Depositary Shares. As a holder of Depositary Shares, you will have Depositary Share holder rights.
A deposit agreement among us, the depositary and you, as a Depositary Share holder, and all other persons directly and indirectly holding
Depositary Shares sets out Depositary Share holder rights as well as the rights and obligations of the depositary. A copy of the deposit
agreement is incorporated by reference as an exhibit to the Company’s 2022 Annual Report. New York law governs the deposit
agreement and the Depositary Shares.
The
following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire
deposit agreement and the form of Depositary Share.
Dividends and Other
Distributions
How will you receive
dividends and other distributions on the Ordinary Shares?
The
depositary has agreed to pay you the cash dividends or other distributions it or the custodian receives on Ordinary Shares or other deposited
securities, after deducting its fees and expenses. As a Depositary Share holder, you will receive these distributions in proportion to
the number of Ordinary Shares your Depositary Shares represent.
Cash. We do not expect
to declare or pay any cash dividends or cash distributions on our Ordinary Shares for the foreseeable future. The depositary will convert
any cash dividend or other cash distribution we pay on the Ordinary Shares or any net proceeds from the sale of any Ordinary Shares,
rights, securities or other entitlements into U.S. dollars if it can do so on a reasonable basis and at the then prevailing market rate,
and can transfer the U.S. dollars to the United States. If that is not possible and lawful or if any government approval is needed and
cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those Depositary Share holders
to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the Depositary Share holders
who have not been paid. It will not invest the foreign currency and it will not be liable for any interest. Before making a distribution,
any taxes or other governmental charges, together with fees and expenses of the depositary that must be paid, will be deducted. See the
section titled “Item 10 E. Additional Information—Taxation” in our 2022 Annual Report for a summary
of certain tax consequences in respect of dividends or distributions to holders of Depositary Shares. It will distribute only whole U.S.
dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when
the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
Ordinary Shares. The
depositary may distribute additional Depositary Shares representing any Ordinary Shares we distribute as a dividend or free distribution
to the extent reasonably practicable and permissible under law. The depositary will only distribute whole Depositary Shares. If the depositary
does not distribute additional Depositary Shares, the outstanding Depositary Shares will also represent the new Ordinary Shares. The
depositary may sell a portion of the distributed Ordinary Shares sufficient to pay its fees and expenses in connection with that distribution.
Elective Distributions
in Cash or Shares. If we offer holders of our Ordinary Shares the option to receive dividends in either cash or shares, the depositary,
after consultation with us, may make such elective distribution available to you as a holder of the Depositary Shares. We must first
instruct the depositary to make such elective distribution available to you. As a condition of making a distribution election available
to Depositary Share holders, the depositary may require satisfactory assurances from us that doing so would not require registration
of any securities under the Securities Act. There can be no assurance that you will be given the opportunity to receive elective distributions
on the same terms and conditions as the holders of Ordinary Shares, or at all.
Rights to Purchase Additional
Ordinary Shares. If we offer holders of our securities any rights to subscribe for additional Ordinary Shares or any other rights,
the depositary may make these rights available Depositary Share holders. If the depositary decides it is not legal and practical to make
the rights available but that it is practical to sell the rights, the depositary will use reasonable efforts to sell the rights and distribute
the proceeds in the same way as it does with cash distributions. The depositary will allow rights that are not distributed or sold to
lapse. In that case, you will receive no value for them.
If the depositary makes rights
available to you, it will exercise the rights and purchase the Ordinary Shares on your behalf and in accordance with your instructions.
The depositary will then deposit the ordinary shares and deliver Depositary Shares to you. It will only exercise rights if you pay it
the exercise price and any other charges the rights require you to pay and comply with other applicable instructions.
U.S. securities laws may
restrict transfers and cancellation of the Depositary Shares representing Ordinary Shares purchased upon exercise of rights. For example,
you may not be able to trade these Depositary Shares freely in the United States. In this case, the depositary may deliver restricted
Depositary Shares that have the same terms as the Depositary Shares described in this section except for changes needed to put the
necessary restrictions in place.
Other Distributions.
The depositary will send to you anything else we distribute to holders of deposited securities by any means it determines is equitable
and practicable. If it cannot make the distribution proportionally among the owners, the depositary may adopt another equitable and practical
method. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide
to hold what we distributed, in which case Depositary Shares will also represent the newly distributed property.
However, the depositary is
not required to distribute any securities (other than Depositary Shares) to Depositary Share holders unless it receives satisfactory
evidence from us that it is legal to make that distribution. In addition, the depositary may sell a portion of the distributed securities
or property sufficient to pay its fees and expenses in connection with that distribution.
Neither we nor the depositary
are responsible for any failure to determine that it may be lawful or feasible to make a distribution available to any Depositary Share
holders. We have no obligation to register Depositary Shares, ordinary shares, rights or other securities under the Securities Act. This
means that you may not receive the distributions we make on our Ordinary Shares or any value for them if it is illegal or impractical
for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are Depositary Shares issued?
The depositary will deliver
Depositary Shares if you or your broker deposit Ordinary Shares or evidence of rights to receive Ordinary Shares with the custodian.
Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or share transfer taxes or fees, and delivery
of any required endorsements, certifications or other instruments of transfer required by the depositary, the depositary will register
the appropriate number of Depositary Shares in the names you request and will deliver the Depositary Shares to or upon the order of the
person or persons that made the deposit.
How can Depositary Share holders withdraw the deposited securities?
You may surrender your Depositary
Shares at the depositary’s corporate trust office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp
taxes or share transfer taxes or fees, the depositary will transfer and deliver the Ordinary Shares and any other deposited securities
underlying the Depositary Shares to you or a person designated by you at the office of the custodian or through a book-entry delivery.
Alternatively, at your request, risk and expense, the depositary will transfer and deliver the deposited securities at its corporate
trust office, if feasible.
How do Depositary Share holders interchange between certificated
Depositary Shares and uncertificated Depositary Shares?
You may surrender your ADRs
to the depositary for the purpose of exchanging your ADRs for uncertificated Depositary Shares. The depositary will cancel the ADRs and
will send you a statement confirming that you are the owner of uncertificated Depositary Shares. Alternatively, upon receipt by the depositary
of a proper instruction from a registered holder of uncertificated Depositary Shares requesting the exchange of uncertificated Depositary
Shares for certificated Depositary Shares, the depositary will execute and deliver to you an ADR evidencing those Depositary Shares.
Voting Rights
How do you vote?
You may instruct the depositary
to vote the number of whole deposited Ordinary Shares your Depositary Shares represent. The depositary will notify you of shareholders’
meetings or other solicitations of consents and arrange to deliver our voting materials to you if we ask it to. Those materials will
describe the matters to be voted on and explain how you may instruct the depositary how to vote. For instructions to be valid, they must
reach the depositary by a date set by the depositary.
The depositary will try,
as far as practical, and subject to the laws of England and Wales and our Articles of Association, to vote or to have its agents vote
the Ordinary Shares or other deposited securities as instructed by Depositary Share holders.
The depositary will only
vote or attempt to vote as you instruct or as described above. If we ask the depositary to solicit the Depositary Share holders’
instructions to vote and a Depositary Share holder fails to instruct the depositary as to the manner in which to vote by the specified
date, such Depositary Share holder will be deemed to have given a discretionary proxy to a person designated by us to vote the number
of deposited securities represented by its Depositary Shares, unless we notify the depositary that we do not wish to receive a discretionary
proxy, there is substantial shareholder opposition to the particular question, or the particular question would have an adverse impact
on our shareholders.
We cannot assure you that
you will receive the voting materials in time to ensure that you can instruct the depositary to vote your Ordinary Shares. In addition,
the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting
instructions provided that any such failure is in good faith. This means that you may not be able to exercise your right to vote and
there may be nothing you can do if your Ordinary Shares are not voted as you requested.
In order to give you a reasonable
opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositary
to act, we will try to give the depositary notice of any such meeting and details concerning the matters to be voted upon sufficiently
in advance of the meeting date.
Except as described above,
you will not be able to exercise your right to vote unless you withdraw the Ordinary Shares. However, you may not know about the shareholder
meeting far enough in advance to withdraw the Ordinary |Shares.
Fees and Expenses
What fees and expenses will you be responsible for paying?
Pursuant to the terms of the deposit agreement, the holders of Depositary
Shares will be required to pay the following fees:
Persons
depositing or withdrawing our ordinary shares or depositary share holders must pay: | |
For: |
5.00 USD (or less) per 100 Depositary Shares (or portion of 100 Depositary Shares) | |
Issue of Depositary Shares, including issues resulting from a distribution of
our ordinary shares or rights or other property |
| |
Cancellation of Depositary Shares for the purpose of withdrawal, including if
the deposit agreement terminates |
0.05 USD (or less) per Depositary Share | |
Any cash distribution to Depositary Share holders |
A fee equivalent to the fee that would be payable if securities distributed to Depositary Share holders
had been our Ordinary Shares and the Ordinary Shares had been deposited for issuance of Depositary Shares | |
Distribution of securities distributed to holders of deposited securities (including
rights) that are distributed by the depositary to Depositary Share holders |
0.05 USD (or less) per Depositary Share per calendar year | |
Depositary services |
Registration or transfer fees | |
Transfer and registration of shares of our Ordinary Shares on our share register
to or from the name of the depositary or its agent when persons deposit or withdraw our Ordinary Shares |
Expenses of the Depositary | |
Cable and facsimile transmissions (when expressly provided in the deposit agreement) |
| |
Converting foreign currency to U.S. dollars |
Taxes and other governmental charges the depositary or the custodian has to pay on any Depositary
Share or our Ordinary Shares underlying Depositary Shares, such as stock transfer taxes, stamp duty or withholding taxes | |
As necessary |
Any charges incurred by the depositary or its agents for servicing the deposited securities | |
As necessary |
The
depositary collects its fees for delivery and surrender of Depositary Shares directly from investors depositing our Ordinary Shares or
surrendering Depositary Shares for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for
making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property
to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly
billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its
fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to Depositary
Share holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its
fees for those services are paid.
In
performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service
providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.
The
depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and
not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction
spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate
assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when
buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained
in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the
method by which that rate will be determined will be the most favorable to Depositary Share holders, subject to the depositary’s
obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon
request.
The
depositary has agreed to reimburse us for a portion of certain expenses it incurs that are related to establishment and maintenance of
the ADR program. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement
available to us is not related to the amounts of fees the depositary collects from investors. Further, the depositary has agreed to reimburse
us certain fees payable to the depositary by holders of Depositary Shares. Neither we nor the depositary can determine the exact amount
to be made available to us because (i) the number of Depositary Shares that will be issued and outstanding, (ii) the level
of service fees to be charged to holders of Depositary Shares and (iii) its reimbursable expenses related to the program are not
known at this time.
Payment of Taxes
Depositary Share holders
will be responsible for any taxes or other governmental charges payable on their Depositary Shares or on the deposited securities represented
by any of their Depositary Shares. The depositary may refuse to register any transfer of Depositary Shares or allow a Depositary Share
holder to withdraw the deposited securities represented by his or her Depositary Shares until those taxes or other charges are paid.
It may apply payments owed to such Depositary Share holder or sell deposited securities represented by such Depositary Share holder’s
Depositary Shares to pay any taxes owed and such Depositary Share holder will remain liable for any deficiency. If the depositary sells
deposited securities, it will, if appropriate, reduce the number of Depositary Shares to reflect the sale and pay to Depositary Share
holders any proceeds, or send to Depositary Share holders any property, remaining after it has paid the taxes.
Reclassifications, Recapitalizations and Mergers
If we: |
|
Then: |
|
· |
Change the nominal or par value of our Ordinary
Shares |
|
The cash, Ordinary Shares or other securities received by the
depositary will become deposited securities. |
|
· |
Reclassify, split up or consolidate any of the deposited securities |
|
Each Depositary Share will automatically represent its equal share of new
deposited securities. |
|
· |
Distribute securities on the Ordinary Shares that are not
distributed to you |
|
The depositary may also deliver new Depositary Shares or ask you to surrender
your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. The depositary may also sell the new deposited
securities and distribute the net proceeds if we are unable to assure the depositary that the distribution (a) does not require registration
under the Securities Act or (b) is exempt from registration under the Securities Act. |
|
· |
Recapitalize, reorganize, merge, liquidate, sell all or substantially
all of our assets, or take any similar action |
|
Any replacement securities received
by the depositary shall be treated as newly deposited securities and either the existing Depositary Shares or, if necessary, replacement
Depositary Shares distributed by the depositary will represent the replacement securities. The depositary may also sell the replacement
securities and distribute the net proceeds if the replacement securities may not be lawfully distributed to all Depositary
Share holders. |
Amendment and Termination
How may the deposit agreement be amended?
We
may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or
increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile
costs, delivery charges or similar items, or prejudices a substantial right of Depositary Share holders, it will not become effective
for outstanding Depositary Shares until 30 days after the depositary notifies Depositary Share holders of the amendment. At the time
an amendment becomes effective, you are considered, by continuing to hold your Depositary Shares, to agree to the amendment and to be
bound by the ADRs and the deposit agreement as amended.
How may the deposit agreement be terminated?
The depositary will terminate
the deposit agreement at our direction by mailing notice of termination to the Depositary Share holders then outstanding at least 30
days prior to the date fixed in such notice for such termination. The depositary may also terminate the deposit agreement by mailing
a notice of termination to us and the Depositary Share holders if 60 days have passed since the depositary told us it wants to resign
but a successor depositary has not been appointed and accepted its appointment.
After termination, the depositary
and its agents will do the following under the deposit agreement but nothing else: collect distributions on the deposited securities,
sell rights and other property, and deliver Ordinary Shares and other deposited securities upon cancellation of Depositary Shares. Four
months after termination, the depositary may sell any remaining deposited securities by public or private sale. After that, the depositary
will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit
of the Depositary Share holders that have not surrendered their Depositary Shares. It will not invest the money and has no liability
for interest. The depositary’s only obligations will be to account for the money and other cash. After termination our only obligations
under the deposit agreement will be to indemnify the depositary and to pay fees and expenses of the depositary that we agreed to pay
and we will not have any obligations thereunder to current or former Depositary Share holders.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations
of the Depositary; Limits on Liability to Holders of Depositary Shares
The deposit agreement expressly
limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and
the depositary:
| · | are
only obligated to take the actions specifically set forth in the deposit agreement without
negligence or bad faith; |
| · | are
not liable if we are or it is prevented or delayed by law or by events or circumstances beyond
our or its ability to prevent or counteract with reasonable care or effort from performing
our or its obligations under the deposit agreement; |
| · | are
not liable if we or it exercises discretion permitted under the deposit agreement; |
| · | are
not liable for the inability of any holder of Depositary Shares to benefit from any distribution
on deposited securities that is not made available to holders of Depositary Shares under
the terms of the deposit agreement, or for any special, consequential or punitive damages
for any breach of the terms of the deposit agreement; |
| · | have
no obligation to become involved in a lawsuit or other proceeding related to the Depositary
Shares or the deposit agreement on your behalf or on behalf of any other person; |
| · | may
rely upon any documents we believe or it believes in good faith to be genuine and to have
been signed or presented by the proper person; |
| · | are
not liable for the acts or omissions of any securities depository, clearing agency or settlement
system; and |
| · | the
depositary has no duty to make any determination or provide any information as to our tax
status, or any liability for any tax consequences that may be incurred by Depositary Share
holders as a result of owning or holding Depositary Shares or be liable for the inability
or failure of a Depositary Share holder to obtain the benefit of a foreign tax credit, reduced
rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit. |
In the deposit agreement, we and the depositary
agree to indemnify each other under certain circumstances. Additionally, we, the depositary and each owner and holder, to the fullest
extent permitted by applicable law, waive the right to a jury trial in an action against us or the depositary arising out of or relating
to the deposit agreement.
Requirements for Depositary Actions
Before the depositary will
deliver or register a transfer of Depositary Shares, make a distribution on Depositary Shares, or permit withdrawal of Ordinary Shares,
the depositary may require:
| · | payment
of stock transfer or other taxes or other governmental charges and transfer or registration
fees charged by third parties for the transfer of any ordinary shares or other deposited
securities; |
| · | satisfactory
proof of the identity and genuineness of any signature or other information it deems necessary;
and |
| · | compliance
with regulations it may establish, from time to time, consistent with the deposit agreement,
including presentation of transfer documents. |
The depositary may refuse
to deliver Depositary Shares or register transfers of Depositary Shares when the transfer books of the depositary or our transfer books
are closed or at any time if the depositary or we think it advisable to do so.
Your Right to Receive the Ordinary Shares
Underlying your Depositary Shares
Depositary Share holders
have the right to cancel their Depositary Shares and withdraw the underlying Ordinary Shares at any time except:
| · | when
temporary delays arise because: (i) the depositary has closed its transfer books or we have
closed our transfer books; (ii) the transfer of Ordinary Shares is blocked to permit voting
at a shareholders’ meeting; or (iii) we are paying a dividend on our Ordinary Shares; |
| · | when
you owe money to pay fees, taxes and similar charges; or |
| · | when
it is necessary to prohibit withdrawals in order to comply with any laws or governmental
regulations that apply to Depositary Shares or to the withdrawal of Ordinary Shares or other
deposited securities. |
This right of withdrawal
may not be limited by any other provision of the deposit agreement.
Pre-release of Depositary Shares
The deposit agreement permits
the depositary to deliver Depositary Shares before deposit of the underlying Ordinary Shares. This is called a pre-release of
the Depositary Shares. The depositary may also deliver Ordinary Shares upon cancellation of pre-released Depositary Shares
(even if the Depositary Shares are canceled before the pre-release transaction has been closed out). A pre-release is
closed out as soon as the underlying Ordinary Shares are delivered to the depositary.
The depositary may receive
Depositary Shares instead of Ordinary Shares to close out a pre-release. The depositary may pre-release Depositary
Shares only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is
being made represents to the depositary in writing that it or its customer owns the ordinary shares or Depositary Shares to be deposited;
(2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and
(3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition,
the depositary will limit the number of Depositary Shares that may be outstanding at any time as a result of prerelease to 30% of the
number of deposited shares, although the depositary may disregard this limit from time to time if it determines it is appropriate to
do so.
Direct Registration System
In the deposit agreement,
all parties to the deposit agreement acknowledge that the DRS and Profile Modification System, or Profile, will apply to uncertificated
Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC under which the depositary may register
the ownership of uncertificated Depositary Shares and such ownership will be evidenced by periodic statements sent by the depositary
to the registered holders of uncertificated Depositary Shares. Profile is a required feature of DRS that allows a DTC participant, claiming
to act on behalf of a registered holder of Depositary Shares, to direct the depositary to register a transfer of those Depositary Shares
to DTC or its nominee and to deliver those Depositary Shares to the DTC account of that DTC participant without receipt by the depositary
of prior authorization from the Depositary Share holder to register that transfer.
In connection with and in
accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary
will not determine whether the DTC participant that is claiming to be acting on behalf of an Depositary Share holder in requesting registration
of transfer and delivery described in the paragraph above has the actual authority to act on behalf of the Depositary Share holder (notwithstanding
any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance
on and compliance with instructions received by the depositary through the DRS/Profile System and in accordance with the deposit agreement
will not constitute negligence or bad faith on the part of the depositary.
Shareholder Communications; Inspection of
Register of Holders of Depositary Shares
The depositary will make
available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make
generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make
those communications available to you if we ask it to. You have a right to inspect the register of holders of Depositary Shares, but
not for the purpose of contacting those holders about a matter unrelated to our business or the Depositary Shares.
PLAN OF DISTRIBUTION
Each selling shareholder
and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their Ordinary Shares represented
by Depositary Shares covered by this prospectus on the principal trading market or any other stock exchange, market or trading facility
on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling shareholder
may use any one or more of the following methods when selling securities:
| · | ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block
trades in which the broker-dealer will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
| · | purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | an
exchange distribution in accordance with the rules of the applicable exchange; |
| · | privately
negotiated transactions; |
| · | settlement
of short sales; |
| · | in
transactions through broker-dealers that agree with the selling shareholders to sell a specified
number of such securities at a stipulated price per security; |
| · | through
the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| · | a
combination of any such methods of sale; or |
| · | any
other method permitted pursuant to applicable law. |
The selling shareholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than
under this prospectus.
Broker-dealers engaged by
the selling shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of
a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown
in compliance with FINRA IM-2440.
In connection with the sale
of the securities or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling
shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling shareholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act. Each selling shareholders has informed the Company that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the selling shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the selling shareholders without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition,
in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in
market making activities with respect to the Depositary Shares for the applicable restricted period, as defined in Regulation M, prior
to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Depositary
Shares by the selling shareholders or any other person. We will make copies of this prospectus available to the selling shareholders
and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including
by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
Brown Rudnick LLP, London,
United Kingdom has passed upon certain legal matters regarding the securities offered hereby.
EXPERTS
The financial statements
as of December 31, 2022, and for the each of the three years in the period then ended, incorporated by reference into this prospectus
have been so incorporated in reliance on a report of Mazars LLP, an independent registered accounting firm, given on authority of said
firm as experts in auditing and accounting. The report on the financial statements for the year ended December 31, 2022 contains an explanatory
paragraph regarding our ability to continue as a going concern.
Mazars LLP, London, United
Kingdom, is a member of the Institute of Chartered Accountants in England and Wales.
WHERE YOU CAN
FIND MORE INFORMATION
We have filed with the SEC
a registration statement on Form F-1, including amendments and relevant exhibits and schedules, under the Securities Act covering
the Ordinary Shares represented by Depositary Shares to be sold in this offering. This prospectus, which constitutes a part of the registration
statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus. Since this prospectus
does not contain all of the information contained in the registration statement, you should read the registration statement and its exhibits
and schedules for further information with respect to us and our Ordinary Shares and the Depositary Shares.
We are subject to periodic
reporting and other informational requirements of the Exchange Act, as applicable to foreign private issuers. Accordingly, we are required
to file reports, including annual reports on Form 20-F, and other information with the SEC. As a foreign private issuer, we are exempt
from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy
rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our “insiders” are exempt from the reporting
and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. The SEC maintains an Internet site that
contains reports, proxy, information statements and other information regarding issuers at http://www.sec.gov. You can review our SEC
filings and the registration statement by accessing this website. Copies of certain information filed by us with the SEC are also available
on our website at http://www.biodexapharma.com. Our website is not a part of this prospectus and is not incorporated by reference in
this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with the SEC, which means that we can disclose important information to you by referring
you to another document filed separately with the SEC. The information incorporated by reference is an important part of this prospectus.
We incorporate by reference, as of their respective dates of filing, the documents listed below that we have filed with the SEC and any
documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus
and prior to the termination of the offering of securities under this prospectus (except in each case the information contained in such
documents to the extent “furnished” and not “filed”):
| · | our
Annual Report on Form 20-F for the fiscal year ended December 31, 2022, filed with the SEC
on April 28, 2023, as amended by Amendment No. 1 to our Annual Report on Form 20-F for the
fiscal year ended December 31, 2022, filed with the SEC on May 5, 2023; |
| · | our
Reports on Form 6-K furnished to the SEC on January 6, 2023, January 11, 2023, January 12,
2023, January 23, 2023, January 26, 2023, February 2, 2023, February 9, 2023, February 15,
2023, March 8, 2023, March 24, 2023, March 27, 2023, March 29, 2023, March 29, 2023, March
30, 2023, April 4, 2023, April 4, 2023, April 5, 2023, April 7, 2023, April 12, 2023, April
19, 2023 May 18, 2023, May 22, 2023 and May 24, 2023, to the extent expressly incorporated
by reference into our effective registration statement filed by us under the Securities Act;
and |
| · | the
description of our Ordinary Shares and Depositary Shares contained in our registration statement
on Form 8-A, originally filed with the SEC on December 2, 2015, and as amended on April 30,
2021 (including any amendments and reports filed for the purpose of updating such description). |
Any statement contained in
any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We may incorporate by reference
into this prospectus, any Form 6-K meeting the requirements of Form F-1 which is submitted to the SEC after the date of this prospectus
and before the date of termination of this offering. Any such Form 6-K which we intend to so incorporate shall state in such form that
it is being incorporated by reference into this prospectus.
We will provide, without
charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request of such person,
a copy of any or all of the documents incorporated or deemed to be incorporated herein by reference other than exhibits, unless such
exhibits specifically are incorporated by reference into such documents or this document. Requests for such documents should be addressed
in writing or by telephone to:
Biodexa Pharmaceuticals
PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United
Kingdom
+44
29 2048 0180
ENFORCEMENT OF CIVIL
LIABILITIES
We are incorporated under
the laws of England and Wales. All of our directors and officers of are residents of jurisdictions outside the United States. Our corporate
headquarters is located in the United Kingdom and all or a substantial portion of our assets, and all or a substantial portion of the
assets of our directors and officers, are located outside of the United States. As a result, it may be difficult for you to serve legal
process on us or our directors or have any of them appear in a U.S. court.
We understand that in England
it may not be possible to bring proceedings or enforce a judgment of a U.S. court in respect of civil liabilities based solely on the
federal securities laws of the United States. In addition, awards of punitive damages in actions brought in the United States or elsewhere
may be unenforceable in England. An award of damages is usually considered to be punitive if it does not seek to compensate the claimant
for loss or damage suffered and is instead intended to punish the defendant. In addition to public policy aspects of enforcement, such
as the aforementioned, the enforceability of any judgment in England will depend on the particular facts of the case and the relevant
circumstances, for example (and expressly without limitation), whether there are any relevant insolvency proceedings which may affect
the ability to enforce a judgment. In addition, the United States and the United Kingdom have not currently entered into a treaty (or
convention) providing for the reciprocal recognition and enforcement of judgments (although both are contracting states to the New York
Convention on the Recognition and Enforcement of Foreign Arbitral Awards).
We have appointed Donald
J. Puglisi as our authorized agent upon whom process may be served in any action instituted in any U.S. federal or state court having
subject matter jurisdiction arising out of or based upon the securities offered by this prospectus.
EXPENSES OF THE OFFERING
The following table sets
forth the expenses payable by us in connection with the sale and distribution of the securities being registered hereby. All amounts
shown, other than the SEC registration fee, are estimates:
SEC registration fee |
$ |
4,830 |
FINRA
filing fee |
|
* |
Printing
and engraving |
|
* |
Accounting
services |
|
* |
Legal
fees and expenses |
|
* |
Depositary
fees |
|
* |
Miscellaneous |
|
* |
Total |
$ |
* |
* To be completed by amendment
June 1, 2023
42
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