Biodexa Pharmaceuticals PLC Announces US$3.32 Million Registered Direct Offering

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER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.

May 24, 2023

Biodexa Pharmaceuticals PLC
Announces US$3.32 Million Registered Direct Offering

Biodexa Pharmaceuticals PLC (Nasdaq: BDRX) (“Biodexa” or the “Company”), a clinical stage biopharmaceutical company developing a pipeline of products aimed at primary and metastatic cancers of the brain, is pleased to announce a fundraise of gross proceeds of approximately US$3.32 million (c.£ 2.67 million) raised pursuant to a registered direct offering (the “Registered Direct Offering”) in the United States utilizing the Company’s existing share capital authorities, via the issuance of 22,135,922 new American Depositary Shares (the “Registered ADSs”) at a price of US$0.15 per Registered ADS representing 110,679,610 new ordinary shares at a price of approximately US$0.03 per ordinary share (the “Offering”).

The Offering is expected to close on or around May 26, 2023, subject to customary closing conditions. The net proceeds of the Offering will be approximately US$2.61 million (c.£2.11 million) which the Company intends to utilise for working capital and general corporate purposes.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the Offering.

In addition, subject to shareholder approval, the purchasers will be issued (i) 33,203,883 Series C warrants (the "Series C Warrants") to purchase up to 33,203,883 new American Depositary Shares (the “Series C Warrant ADSs”) and (ii) 22,135,922 Series D warrants (the "Series D Warrants" and, together with the Series C Warrants, the "Warrants") to purchase up to 22,135,922 new American Depositary Shares (the “Series D Warrant ADSs” and, together with the Series C Warrant ADSs, the “Warrant ADSs”), in a Private Placement (together with the Registered Direct Offering, the “Offering”). The Warrants sold in the Private Placement will be delivered and become exercisable upon receipt of shareholder approval to allot the Warrants, the Warrant ADSs and the ordinary shares underlying the Warrant ADSs (the “Warrant Shares”) offered in the Private Placement without triggering statutory preemptive rights under the laws of England and Wales (the “Biodexa Shareholder Approval”). The Warrants are exercisable at an exercise price of US$0.20 per American Depositary Share. 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 and may be exercised on a cashless basis if and only if the Company has not filed a registration statement registering the Warrant Shares underlying the Series D warrants within six months of the initial exercise date.