This prospectus supplement
(the “Prospectus Supplement”) amends and supplements our prospectus contained in our Post-Effective Amendment No. 2 to our
Registration Statement on Form F-1, effective as of April 29, 2022 (the “Prospectus”), related to the resale by the selling
shareholders identified in the Prospectus of up to an aggregate of 9,888,640 of our ordinary shares, nominal value 0.1p per share (the
“Ordinary Shares”), represented by 1,977,728 American Depositary Shares (the “Depositary Shares”).
This Prospectus Supplement
is being filed in order to incorporate into and include in the Prospectus the information set forth in our Form 6-K filed with the Securities
and Exchange Commission on December 19, 2022, which is attached hereto. This Prospectus Supplement should be read in conjunction with
the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement
supersedes the information contained therein.
Our Depositary Shares are
listed on the NASDAQ Capital Market under the symbol “MTP.” The last reported closing price of Depositary Shares on the NASDAQ
Capital Market on December 16, 2022 was $0.80.
Our Ordinary Shares are admitted
for trading on AIM, a market operated by the London Stock Exchange plc (“AIM”) under the listing code “MTPH.”
The last reported closing price of our Ordinary Shares on AIM on December 16, 2022 was £0.021.
The date of this Prospectus Supplement is December
19, 2022.
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This Report on Form 6-K, including Exhibits 10.1, 10.2 and
99.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-267932).
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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Midatech Pharma PLC |
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| Date: December 19, 2022 |
By: |
/s/ Stephen Stamp |
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Stephen Stamp |
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Chief Executive Officer and |
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Chief Financial Officer |
Exhibit 10.1
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT
THIS FIRST AMENDMENT
to the Securities Purchase Agreement (this “Amendment”) is made and entered into as of December 16, 2022, by and between Midatech
Pharma PLC, a public limited company organized under the laws of England and Wales (the “Company”), and a certain purchaser
party to that certain Securities Purchase Agreement, dated as of December 13, 2022 (the “Purchaser”), by and between the Company
and the Purchaser named therein (the “Purchase Agreement”). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Purchase Agreement.
WHEREAS, Section 5.5
of the Purchase Agreement provides that no provision of the Purchase Agreement may be waived, modified, supplemented or amended except
in a written instrument signed, if prior to the First Closing Date, by the Company and each Purchaser;
WHEREAS, as of the
date hereof, the First Closing has not occurred; and
WHEREAS, the Company
and the undersigned Purchaser desires to amend the Purchase Agreement as set forth herein.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto do hereby amend the Purchase Agreement as follows:
1. Amendments.
(a) Section
2.2(a)(vi) of the Purchase Agreement is hereby amended by deleting “$1.00” and replacing it with “$1.10.”
(b) Section
2.2(a)(vii) of the Purchase Agreement is hereby amended by deleting “$1.00” and replacing it with “$1.10.”
(c) The
first sentence of Section 4.14 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
“Notwithstanding
anything herein to the contrary, each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any
Affiliate acting on its behalf or pursuant to any understanding with it will, directly or indirectly, (i) execute any purchases or sales,
including Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and
ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4, and (ii) execute any Short Sales during the period between the date hereof and the occurrence of the Second
Closing.”
(d) Section
5.1 of the Purchase Agreement is hereby amended and restated in its entirety as follows:
“Section 5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
First Closing has not been consummated on or before the fifth (5th) Trading Day following the First Closing Date; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties). Additionally, in the
event (i) the Arrangement is terminated and the Purchasers have not waived such closing condition contained in 2.3(b)(v) herein within
two (2) Business Days of the public announcement of such termination of the Arrangement or (ii) the 20-Day VWAP on the proposed Second
Closing Date is less than $1.00, the Company may terminate the Second Closing and Registration Rights Agreement by providing written
notice immediately to the Purchasers and publicly disclosing the termination of the Second Closing (the “Second Closing Termination”).
2. Definitions.
(a) The
definition of “Per ADS Purchase Price” in Section 1.1 of the Purchase Agreement is hereby amended and restated in its entirety
as follows:
“Per ADS Purchase
Price equals (i) with respect to the First Closing, $1.00 (inclusive of any Depositary ADS issuance fee), subject to adjustment for
reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs and/or the Ordinary Shares,
as applicable, that occur after the date of this Agreement, and (ii) with respect to the Second Closing, the lesser of (x) $1.00 or (y)
the 20-Day VWAP minus 10.0% (inclusive of any Depositary ADS issuance fee), in each case subject to adjustment for reverse and
forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs and/or the Ordinary Shares, as applicable,
that occur after the date of this Agreement.”
(b) Section
1.1 of the Purchase Agreement is amended to add the following definition:
“20-Day VWAP
means, for the twenty (20) Trading Day period immediately prior to the Second Closing Date, the price determined by the first of the following
clauses that applies: (a) if the ADSs are then listed or quoted on a Trading Market, the daily volume weighted average price of the ADSs
for such date (or the nearest preceding date) on the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg
L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not
a Trading Market, the volume weighted average price of the ADSs for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADSs are then reported in The Pink Open
Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per ADS so reported,
or (d) in all other cases, the fair market value of an ADS as determined by an independent appraiser selected in good faith by the
Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses
of which shall be paid by the Company.”
3. Effect
of this Amendment. Except as amended or otherwise modified herein, the Purchase Agreement shall remain in full force and effect, and
all future references to the Purchase Agreement shall mean the Purchase Agreement as amended herein.
4. Counterparts;
Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year
first above written.
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COMPANY: |
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MIDATECH PHARMA PLC |
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Name: Stephen Stamp |
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Title: Chief Executive Officer & Chief Financial Officer |
[Signature Page For Purchaser Follows]
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first
set forth above.
Exhibit 10.2
FIRST AMENDMENT TO ARRANGEMENT AGREEMENT
THIS FIRST AMENDMENT TO
ARRANGEMENT AGREEMENT (this “Amendment”) is made and entered into as of December 18, 2022, by and between Midatech
Pharma plc, a public limited company organized under the laws of England and Wales (“Buyer”) and Bioasis Technologies
Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”). Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in that certain Arrangement Agreement, dated as of December 13, 2022 (as my be
amended, restated, supplemented or otherwise modified from time to time, the “Arrangement Agreement”), by and among
Buyer and the Company.
WHEREAS, Section 8.3
of the Arrangement Agreement provides that the Arrangement Agreement may be amended or modified only by a written agreement executed and
delivered by (a) Buyer and the Company prior to the Closing and (b) Buyer after the Closing;
WHEREAS, as of the
date hereof, the Closing has not occurred; and
WHEREAS, Buyer and
the Company desire to amend the Arrangement Agreement as set forth herein.
NOW, THEREFORE, in
consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto do hereby amend the Arrangement Agreement as follows:
1. Amendments.
(a) The
third recital of the Arrangement Agreement is hereby amended and restated in its entirety as follows:
“WHEREAS,
following the execution of this Agreement, Buyer intends to effect, pursuant to the terms of the Securities Purchase Agreement, a registered
direct offering of its securities (the “Registered Direct Offering”), of which a portion of the proceeds shall be used
to loan the Company an aggregate amount of approximately $750,000, on the terms and subject to the conditions set forth in the Loan Note
(the “Bridge Financing”);”
(b) Section
5.15(a) of the Arrangement Agreement is hereby amended and restated in its entirety as follows:
“Buyer will take all actions
necessary, in consultation with Company, to cause the Buyer Board, as soon as practicable after the Closing or, in the event that the
Buyer, in its sole discretion, decides to pursue the AIM Delisting and has provided written notice of such decision to Buyer prior to
Closing, the AIM Delisting, as the case may be, and shall use its reasonable best efforts through Buyer’s (or, to the extent Buyer
domesticates to another jurisdiction, such domesticated entity’s) 2026 annual meeting of shareholders, to consist of five (5) members,
which shall comprise of (i) three (3) directors appointed by the Buyer (the “Buyer Designees”), one of whom shall be
the Chairman of the Buyer Board as of the Effective Time and one of whom shall be the Chief Executive Officer of Buyer as of the Effective
Time, and (ii) two (2) directors appointed by the Company (the “Company Designees”), one of whom shall be the Chief
Executive Officer of the Company as of the Effective Time. The Persons listed in Annex C under the heading “Board Designees—Company”
shall be the Company’s designees pursuant to this Section 5.15(a) (which list may be changed by the Company at any time prior to
the Closing by written notice to Buyer to include different board designees who are reasonably acceptable to Buyer and consistent with
this Section 5.15(a)) and the Person listed in Annex C under the heading “Board Designees—Buyer” shall be Buyer’s
designee pursuant to this Section 5.15(a) (which Persons may be changed by Buyer at any time prior to the Closing by written notice to
the Company to include different board designees who are reasonably acceptable to the Company and consistent with this Section 5.15(a)).
The Chairman of the Buyer Board as of the Effective Time shall be Chairman of the Buyer Board following the Effective Time. Notwithstanding
the foregoing or anything to the contrary herein, unless otherwise agreed in writing by the Parties, two (2) of the Buyer Designees shall
qualify as an “independent director” under the rules and regulations of the SEC and the listing rules of NASDAQ (whether as
a result of the replacement of any Buyer Designee as contemplated by this Section 5.15(a) or otherwise), and one (1) of the Company Designees
shall qualify as an “independent director” under the rules and regulations of the SEC and the listing rules of NASDAQ (whether
as a result of the replacement of any Company Designee as contemplated by this Section 5.15(a) or otherwise).”
(c) Section
5.15(b) of the Arrangement Agreement is hereby amended and restated in its entirety as follows:
“As soon as practicable after the
Closing or, in the event that the Buyer, in its sole discretion, decides to pursue the AIM Delisting and has provided written notice of
such decision to Buyer prior to Closing, the AIM Delisting, as the case may be, the newly constituted Buyer Board shall ensure that the
various committees of such board are constituted in the manner set forth on such Annex C.”
(d) Section
5.17 of the Arrangement Agreement is hereby amended and restated in its entirety as follows:
“AIM Delisting. Subject to
the receipt of any Buyer Shareholder approvals required by AIM, Buyer may, in its sole discretion, cause the Buyer Ordinary Shares listed
on AIM to be de-listed from AIM (the “AIM Delisting”).”
(e) Section
5.18 of the Arrangement Agreement is hereby amended and restated in its entirety as follows:
“Registered Direct Offering and
Bridge Financing. Buyer and the Company will use their respective commercially reasonable efforts to (i) complete the Registered Direct
Offering as promptly as practicable following the date hereof, and in any event by not later than three (3) Business Days following the
date hereof, and (ii) complete the Bridge Financing, on the terms and conditions as set forth in the Loan Note not later than February
2, 2023.”
2. Definitions.
(a) The
definition of “Loan Note” in Section 1.1 of the Arrangement Agreement is hereby amended and restated in its entirety as follows:
“Loan Note”
means that certain promissory note to be issued by the Company in favor of Buyer to be entered into following the execution of this Agreement
and completion of the Registered Direct Offering, in the form attached hereto as Exhibit F, pursuant to which Buyer shall make
a loan to the Company in the aggregate amount of $750,000, comprised of three equal advances of $250,000 to the Company on (i) December
19, 2022, (ii) January 3, 2023, and (iii) February 6, 2023. ”
3. Effect
of this Amendment. Except as amended or otherwise modified herein, the Arrangement Agreement shall remain in full force and effect,
and all future references to the Arrangement Agreement shall mean the Arrangement Agreement as amended herein.
4. Counterparts;
Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the
day and year first above written.
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MIDATECH PHARMA PLC |
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Name: Stephen Stamp |
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Title: Chief Executive Officer & Chief Financial Officer |
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COMPANY: |
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BIOASIS TECHNOLOGIES INC. |
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/s/ Deborah Rathjen |
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Name: Deborah Rathjen |
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Title: Chief Executive Officer |
First Amendment to Arrangement Agreement
Exhibit 99.1
NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC
OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS
NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN AND
THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON
IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.
THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT
TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018), AS AMENDED. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT,
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.
Midatech Pharma PLC
(“Midatech”
or the “Company”)
Closing of Registered
Direct Offering
Revised Private Placement
and Bioasis Loan Terms
Continued Admission
to Trading on AIM
and
Webinar for Shareholders
at 2.00pm GMT on Tuesday 20 December 2022
Midatech Pharma Plc (AIM:
MTPH; Nasdaq: MTP), an R&D biotechnology company focused on improving the bio-delivery and biodistribution of medicines, announces
a number of updates related to its proposed acquisition of Bioasis Technologies Inc. (“Bioasis”) and associated financing.
Background to and
reasons for the proposed acquisition of Bioasis (the “Acquisition”)
As previously announced,
the Company has sufficient funding until March 2023. Accordingly, the Board has for some time actively sought and assessed potential opportunities
for raising finance to both extend the Company’s cash runway and progress its key development assets. These included opportunities
which would have likely resulted in winddown of the Company’s operations with no meaningful value placed on the Company’s
assets other than its listings on NASDAQ and AIM, and transactions that, due to their size, would require re-admission to AIM, a re-listing
on NASDAQ and filing of a new Registration Statement with the SEC which would have exhausted the Company’s remaining cash resources.
Therefore, having considered the actionable
options available to the Company, especially including consideration of the impact of dilution on existing investors, the Board has concluded
that an acquisition of Bioasis, a company which it believes has a promising development pipeline, along with a US$10 million aggregate
financing offers a compelling strategic opportunity for Midatech shareholders, including:
| · | transition from a drug delivery platform-based company to a therapeutics company; |
| · | a focus on rare and orphan diseases, conferring advantages such as smaller, lower
cost studies, higher in-market prices; and market exclusivity for seven years and 10 years in the US and Europe, respectively; |
| · | a robust internal therapeutics pipeline of five programmes in six indications and
therefore less reliance on R&D collaborations with third parties; |
| · | access to a number of enabling platform technologies that have been validated by
partnerships and licenses with pharmaceutical companies with potential milestone payments, should various performance conditions be met,
totalling in excess of US$200 million; |
| · | improved news flow including clinical data; and |
| · | lower combined overheads. |
Information on Bioasis
Bioasis is a multi-asset
rare and orphan disease biopharmaceutical company developing clinical stage programs based on epidermal growth factors and a differentiated,
proprietary xB3™ platform for delivering therapeutics across the blood-brain barrier and the treatment of central nervous system
disorders in areas of high unmet medical need.
The Enlarged Group is
expected to benefit from the collective scientific, technical, and operational expertise of both Midatech and Bioasis and to unlock value
as the pipeline programs progress through clinical development and the drug delivery technologies secure additional partnerships.
Financing update
The Company previously
announced a two-part financing for an aggregate amount of US$10.0 million as follows with Armistice Capital (the “Placee”):
| · | A registered direct offering (the “Offering”) of 393,973 of its American Depositary Shares
(“ADSs”) (each ADS representing 25 of the Company's ordinary shares (the “New Ordinary Shares”)) at a purchase
price of US$1.00 per ADS (equivalent to £0.0328 per New Ordinary Share). The Offering closed on 16 December 2022 with
gross proceeds of approximately US$0.4 million (£0.3 million). Net proceeds from the Offering are expected to be approximately US$0.3
million (£0.2 million), after deducting the placement agent's fees and other estimated offering expenses. The Company intends
to use the net proceeds from the Offering to fund part of a loan to Bioasis in the amount of US$750,000 (the “Loan”). |
| · | A private placement (the “Private Placement”) to raise the remaining US$9.6 million of gross
proceeds, subject, inter alia, to shareholder approval at a forthcoming General Meeting. The funds provided to the Company pursuant
to the Private Placement are to be provided by way of a combination of (i) the direct subscription of Units comprising (one ADS, 1.04
A Warrant and 1.04 B Warrant), and (ii) through the funding of Pre-funded Warrants, whereby the Placee will, on Completion of the financing,
provide the Company with the funds to exercise the Pre-funded Warrants, such that the exercise price of the Pre-funded Warrants (other
than a notional additional consideration) will be received by the Company at Completion, enabling the Placee to exercise the warrants
and acquire ADSs for nominal cost. Such a structure ensures the Company receives the full proceeds (US$9.6 million gross) of the Offering
immediately on Completion, while enabling the Placee to limit its shareholding in the Company to a maximum of 9.99% at all times. |
| · | Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the Offering and the
Private Placement. |
Revised terms of the Financing
The Company and the Placee have agreed to an amendment to the Securities
Purchase Agreement which provides that:
| · | The exercise price of the A Warrants is increased US$1.10; |
| · | The exercise price of B Warrants is increased to US$1.10; |
| · | The purchase price of the Private Placement will
be the lower of (i) US$1.00 (the previously agreed purchase price) and (ii) the 20-day volume weighted average price on the last business
day prior to Completion (“VWAP”) less 10%; |
| · | If the 20-day VWAP prior to Closing is less than $0.90, the Company may terminate
the Private Placement without penalty; and |
| · | The Placee may not, directly or indirectly, engage in short-selling prior
to Closing. |
The above mentioned revision of the terms of the
Private Placement resulted from the Company’s disclosure of one shareholder’s adverse response to the proposed Acquisition
and their proposed course of action, which was beyond Midatech’s ability to control.
Apart from the increase
in the A and B Warrant exercise prices, the key benefit to the Company with these revised terms is the contractual ability to terminate
the Private Placement at the Company’s sole discretion, without penalty, in the event the Company’s share price is less than
US$0.90 per ADS at Closing.
All other terms remain
the same as previously announced.
An illustrative pro forma
capitalisation table assuming Completion of the Acquisition and Private Placement at US$0.90 per ADS (£0.0296 per Ordinary Share)
is attached as an Appendix. This table is included for indicative purposes only to demonstrate the level of dilution in only one particular
scenario. The price of the Private Placement may be different from that indicated and accordingly resultant shareholdings will be different.
Bioasis Loan Update
As announced on 13 December
2022 the Company intends to use the proceeds from the Offering to fund part of the Loan. The Company and Bioasis have agreed to amend
the Arrangement Agreement between the parties such that the Loan will now be made in three tranches of US$250,000 payable on each of 19
December 2022, 3 January 2023 and 6 February 2023 as opposed to one payment of the Loan in full.
AIM Cancellation Update
The Company has garnered
views from certain of its shareholders with regard to the proposed cancellation to trading on AIM (“AIM Cancellation”) and
is pleased that support for the Company’s AIM listing remains strong. As a result, the Company no longer intends to include a resolution
seeking shareholder consent to the AIM Cancellation or a resolution to amend its Articles of Association at its proposed General Meeting
to be convened to approve, inter alia, the Acquisition.
Prospectus and Circular
The ADSs described above
were offered pursuant to a shelf registration statement (File No. 333-267932) which became effective on 26 October 2022. The offering
of the ADSs was made by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement.
Copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained from the SEC's website at http://www.sec.gov
or from Ladenburg Thalmann & Co. Inc., at Attn: Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, NY 10019 or by e-mail
at prospectus@ladenburg.com.
A circular to shareholders
containing further details in relation to the proposals will be sent to shareholders in January 2023.
Total Voting Rights
Following closing of
the Offering, the Company's issued ordinary share capital consists of 108,342,738 ordinary shares. The Company does not hold any shares
in treasury. Therefore, the total number of ordinary shares with voting rights in Midatech is 108,342,738.
The above figure of 108,342,738
may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
Letters of Intent
The Board is aware that
one party which has provided a Letter of Intent has reduced its shareholding in the Company, impacting the number of shares subject to
Letters of Intent. The Board will provide an update on shareholder intentions so far as it is able in the Circular to be posted in January
2023.
No solicitation
This press release shall
not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.
Webinar
The Company will be hosting
a virtual meeting by Zoom webinar on Tuesday 20 December at 2.00pm GMT. Please register your attendance on the following link and the
webinar details will be sent to you.
https://us02web.zoom.us/webinar/register/WN__8ckSaivQuSeo8zGvSKaFg
Shareholders are strongly
encouraged to attend the webinar and to participate by submitting questions on the Acquisition and the Private Placement via the Q&A
function at any time during the webinar. The Board will be highlighting the benefits and key terms of the Acquisition and the Private
Placement and will answer questions at the meeting.
Exchange rate
Unless otherwise specified,
this announcement contains certain translations of US Dollar into amounts in Pounds Sterling based on the exchange rate of £1.00
= US$ 1.2178.
Defined terms used in
this announcement have the same meaning as set out in the announcement of 13 December 2022.
For more information, please contact:
| Midatech Pharma PLC |
| Stephen Stamp, CEO |
| Tel: +44 (0)29 20480 180 |
www.midatechpharma.com |
| Strand Hanson Limited (Nominated Adviser) |
| James Dance / Matthew Chandler / Rob Patrick |
Tel: +44 (0)20 7409 3494 |
| Turner Pope Investments (TPI) Ltd (Broker) |
|
Andrew Thacker / James Pope (Corporate Broking)
Tel: +44 (0)20 3657 0050 |
|
IFC Advisory Limited (Financial
PR and UK Investor Relations) |
| Tim Metcalfe / Graham Herring |
| Tel: +44 (0)20 3934 6630 |
Email: midatech@investor-focus.co.uk |
| Edison Group (US Investor Relations) |
| Alyssa Factor |
| Tel: +1 (860) 573 9637 |
| Email: afactor@edisongroup.com |
About Midatech Pharma
PLC
Midatech Pharma PLC (currently
dual listed on AIM: MTPH; and NASDAQ: MTP) is a drug delivery technology company focused on improving the bio-delivery and bio-distribution
of medicines. The Company combines approved and development medications with its proprietary and innovative drug delivery technologies
to provide compelling products that have the potential to powerfully impact the lives of patients.
The Company has developed
three in-house technology platforms, each with its own unique mechanism to improve delivery of medications to sites of disease. All of
the Company's technologies have successfully entered human use in the clinic, providing important validation of the potential for each
platform:
| • | Q-Sphera™ platform: a disruptive micro-technology used for sustained release to prolong and control
the release of therapeutics over an extended period of time (from weeks to months). |
| • | MidaSolve™ platform: an innovative nanotechnology used to dissolve insoluble drugs so that they
can be administered in liquid form directly and locally into tumours. |
| • | MidaCore™ platform: a leading-edge nanotechnology used for targeting medications to sites of disease. |
The platform nature of
its technologies offers the potential to develop multiple drug assets rather than being reliant on a limited number of programmes. Midatech's
technologies are supported by 36 patent families including 120 granted patents and an additional 70 patent applications. Midatech's headquarters
and R&D facility is in Cardiff, UK. For more information please visit www.midatechpharma.com.