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 US$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 firstname.lastname@example.org.
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.