UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of, October 2019
Commission File Number 001-37652
Midatech Pharma PLC
(Translation of registrant’s name into English)
Oddfellows House,
19 Newport Road,
Cardiff, CF24 0AA, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ 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): ☐
SUBMITTED HEREWITH
Attached to the Registrant’s Form 6-K filing for the month of October 2019, and incorporated by reference herein, is:
|
Exhibit No. |
Description | |
| 99.1 |
Press release, dated October 28, 2019 entitled “Midatech Pharma PLC Announces Closing of US$3.0 Million Registered Direct Offering” |
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.
| Midatech Pharma PLC | ||||||||
| Date: October 28, 2019 | By: | /s/ Stephen Stamp | ||||||
|
Stephen Stamp Chief Financial Officer | ||||||||
Exhibit Index
|
Exhibit No. |
Description | |
| 99.1 |
Press release, dated October 28, 2019 entitled “Midatech Pharma PLC Announces Closing of US$3.0 Million Registered Direct Offering” |
Exhibit 99.1
28 October 2019
Midatech Pharma PLC
(“Midatech” or the “Company”)
Midatech Pharma PLC Announces Closing of US$3.0 Million Registered Direct Offering
Midatech Pharma PLC (AIM: MTPH.L; Nasdaq: MTP), an R&D biotechnology company focused on delivering innovative oncology and rare disease products to patients, today announced the closing of its previously announced registered direct offering of 3,000,000 of its American Depositary Shares (“ADSs”) (each ADS representing 20 of the Company’s ordinary shares (the “New Ordinary Shares”)) at a purchase price of US$1.00 per ADS (equivalent to 3.9 pence per New Ordinary Share. Additionally, in a concurrent private placement, the Company issued to the Investor unregistered warrants to purchase up to 3,000,000 ADSs (“Warrant ADSs”). The net proceeds to Midatech from the offering are expected to be approximately $2.5 million (£2.0 million), after deducting the placement agent’s fees and other estimated offering expenses. Midatech intends to use the proceeds from the offering to fund its development programmes, including clinical trials for its product candidates, investment in capital equipment for the commercial production of its Q-Octreotide product, MTD201, for working capital and for general corporate purposes.
H.C Wainwright & Co. acted as the exclusive placement agent for the offering.
The warrants have an exercise price of US$1.25 per ADS (equivalent to 4.8 pence per New Ordinary Share) and will be exercisable on the initial exercise date, which is the earlier of (i) when a registration statement to cover the issuance of the Warrant ADSs becomes effective and such Warrant ADSs, and the ordinary shares underlying the warrant shares, may be issued free of all legends, or (ii) our entry into a restricted issuance agreement with the depositary and holders of restricted ADSs. The warrants will expire five years and one-half years from the initial exercise date.
The ADSs described above (but not the warrants or the Warrant ADSs) were offered pursuant to a shelf registration statement (File No. 333-233901) which became effective on October 21, 2019. 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 H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by calling (646) 975-6996 or by emailing placements@hcwco.com.
The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the Warrant ADSs issuable upon their exercise, have not been registered under the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements and applicable state securities laws.
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.
Application has been made for admission of the 60,000,000 New Ordinary Shares to trading on AIM, which is anticipated to occur at 8:00am on 29 October 2019 ("Admission"). The New Ordinary Shares will rank pari passu with the existing ordinary shares of the Company.
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 = $1.292.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (MAR).
For more information, please contact:
|
Midatech Pharma PLC |
|
Dr Craig Cook, CEO Stephen Stamp, CFO |
| Tel: +44 (0)1235 888300 |
| www.midatechpharma.com |
| Panmure Gordon (UK) Limited (Nominated Adviser and Broker) |
| Freddy Crossley, Emma Earl (Corporate Finance) |
| James Stearns (Corporate Broking) |
| Tel: +44 (0)20 7886 2500 |
| 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 |
| Westwicke Partners (US Investor Relations) |
| Chris Brinzey |
| Tel: +1 339 970 2843 |
| Email: chris.brinzey@westwicke.com |
About Midatech Pharma PLC
Midatech Pharma PLC (dual listed on LSE AIM: MTPH; and NASDAQ: MTP) is an R&D company focused on ‘Making Medicines Better’ by improving delivery of drugs in the body. The Company combines existing medications with its proprietary and innovative drug delivery technologies to provide compelling oncology and rare disease products that have the potential to powerfully impact the lives of patients undergoing treatment for life threatening diseases.
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 nano-technology used to dissolve insoluble drugs so that they can be administered in liquid form directly and locally into tumours. |
| · | MidaCore™ platform: a leading edge nano-technology used for targeting medications to sites of disease. |
By improving biodelivery and biodistribution of approved existing molecules, Midatech’s unique R&D has the potential to make medicines better, lower technical risks, accelerate regulatory approval and route to market, and provide newly patentable products. The platform nature of the technologies allows the potential to develop multiple drug assets rather than being reliant on a limited number of programmes.
Midatech's headquarters and R&D facility is in Cardiff, UK, and manufacturing operation in Bilbao, Spain. For more information please visit www.midatechpharma.com
Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of legislation in the United Kingdom and/or United States Private Securities Litigation Reform Act. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the the intended use of proceeds from the offering.
Reference should be made to those documents that Midatech shall file from time to time or announcements that may be made by Midatech in accordance with the London Stock Exchange AIM Rules for Companies ("AIM Rules"), the Disclosure and Transparency Rules ("DTRs") and the rules and regulations promulgated by the US Securities and Exchange Commission, which contains and identifies other important factors that could cause actual results to differ materially from those contained in any projections or forward-looking statements. These forward-looking statements speak only as of the date of this announcement. All subsequent written and oral forward-looking statements by or concerning Midatech are expressly qualified in their entirety by the cautionary statements above. Except as may be required under the AIM Rules or the DTRs or by relevant law in the United Kingdom or the United States, Midatech does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise arising.