Filed pursuant to Rule 424(b)(3)
Registration No.: 333-240984
PROSPECTUS SUPPLEMENT
MIDATECH PHARMA PLC
9,888,640 Ordinary Shares Representing 1,977,728 American Depositary Shares
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 February 15, 2023, 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 February 14, 2023 was $0.59.
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 February 14, 2023 was £0.017.
Investing in our securities involves risks. See “Risk Factors” beginning on page 12 of the Prospectus and in the documents incorporated by reference in the 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 Supplement is February 15, 2023.
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 February 2023
Commission File Number 001-37652
Midatech Pharma PLC
(Translation of registrant’s name into English)
1 Caspian Point,
Caspian Way,
Cardiff, CF10 4DQ, 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): ☐
EXPLANATORY NOTE
Closing of Private Placement
On February 15, 2023, Midatech Pharma PLC (the “Company”) completed the closing of its previously announced private placement of (i) 2,600,160 American depositary shares of the Company (the “ADSs”), at a purchase price of US$0.58 per ADS, and (ii) pre-funded warrants to purchase up to 7,744,662 ADSs. Each ADS represents 25 ordinary shares, nominal value 0.1p, in the capital of the Company, for aggregate gross proceeds of approximately $6.0 million. Subject to receipt of shareholder approval at a general meeting, the Company will also issue to the investors (x) Series A warrants exercisable for an aggregate of 10,344,822 ADSs, (y) Series B warrants exercisable for an aggregate of 15,517,236 ADSs and (z) subject further to certain reset provisions previously disclosed, pre-funded warrants to purchase up to an additional 49,65,178 ADSs.
The information included under the heading “Closing of Private Placement” of this report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Number 333-209365) and Form F-3 (File Number 333-267932) of the Company (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Press Release
On February 15, 2023, the Company issued a press release announcing the closing of the private placement. A copy of such press release is attached as Exhibit 99.1 hereto.
The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
SUBMITTED HEREWITH
Attached to the Registrant’s Form 6-K filing for the month of February 2023 is:
| Exhibit No. | Description |
| 99.1 | Press Release, dated February 15, 2023. |
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: February 15, 2023 | By: | /s/ Stephen Stamp |
| Stephen Stamp | ||
| Chief Executive Officer and | ||
| Chief Financial Officer | ||