Biodexa Announces Closing Of $6.0 Million Underwritten Public Offering, Including Full Exercise Of Overallotment Option

Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)

Biodexa Announces Closing Of $6.0 Million Underwritten Public Offering, Including Full Exercise Of Overallotment Option

Closes acquisition of exclusive, worldwide license to Tolimidone, Phase II Ready Type I Diabetes clinical program

CARDIFF, United Kingdom, Dec. 21, 2023 (GLOBE NEWSWIRE) - Biodexa Pharmaceuticals PLC, (Nasdaq: BDRX), a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs, today announced the closing of an underwritten public offering of units for gross proceeds of approximately $6.0 million, which includes the full exercise of the underwriter’s over-allotment option to purchase additional shares and warrants, prior to deducting underwriting discounts and commissions and offering expenses payable by Biodexa.

Biodexa also announced the closing under the assignment and exchange agreement (the “Assignment and Exchange Agreement”) with Adhera Therapeutics, Inc. (“Adhera”) and certain secured noteholders (the “Secured Noteholders”), pursuant to which Adhera assigned all of its rights to the compound Tolimidone to Biodexa, and the related license agreement (the “License Agreement”) with Melior Pharmaceuticals I, Inc. (“Melior”), pursuant to which Biodexa obtained an exclusive, worldwide, sublicensable right to develop, manufacture, commercialize, or otherwise exploit products containing Tolimidone for any field.

About Tolimidone

Tolimidone was originally discovered by Pfizer Inc. (“Pfizer”) and was developed through Phase II for the treatment of gastric ulcers. Tolimidone has been tested in over 700 patients. Pfizer undertook a broad pre-clinical program to characterize the pharmacology, pharmacokinetics, metabolism and toxicology of tolimidone. Pfizer discontinued development of the drug due to lack of efficacy for that indication in a Phase II clinical trial.

Tolimidone is a selective activator of the enzyme lyn kinase which increases phosphorylation of insulin substrate -1, thereby amplifying the signalling cascade initiated by the binding of insulin to its receptor.

About the Offering

The underwritten public offering was comprised of (a) 1,088,887 Class A Units (the “Class A Units”), priced at a public offering price of $2.00 per Class A Unit, with each Class A Unit consisting of (i) one Depositary Share (representing 400 of the Company’s ordinary shares, nominal value £0.001 per share, the “Ordinary Shares”), (ii) one Series E warrant to purchase one Depositary Share at an exercise price of $2.20 per share, which will expire on the five-year anniversary of the initial exercise date (each a “Series E Warrant”), and (iii) one Series F warrant to purchase one Depositary Share at an exercise price of $2.20 per share, which will expire on the one-year anniversary of the initial exercise date (each a “Series F Warrant,” and together with the Series E Warrants, the “Warrants”), and (b) 1,911,176 Class B Units (the “Class B Units”, and collectively with the Class A Units, the “Units”), priced at a public offering price of $1.9999 per Class B Unit, with each Class B Unit consisting of (i) one pre-funded warrant (the “Pre-Funded Warrants”), exercisable for one Depositary Share, (ii) one Series E Warrant, and (iii) one Series F Warrant. Each Pre-Funded Warrant has an initial exercise price per share equal to $0.0001. The Pre-Funded Warrants are exercisable at any time after the initial exercise date until exercised in full and they do not expire. The securities comprising the Units are immediately separable and will be issued separately.