Biodexa Announces Closing Of $6.0 Million Underwritten Public Offering, Including Full Exercise Of Overallotment Option - Seite 2

Ladenburg Thalmann & Co. Inc. acted as sole book-running manager in connection with the offering.

A total of 1,088,887 Depositary Shares, Pre-Funded Warrants to purchase up to 1,911,176 Depositary Shares, and Warrants to purchase up to 6,000,126 Depositary Shares were issued in the underwritten public offering including the full exercise of the over-allotment option.

In addition, in connection with the closings of the Assignment and Exchange Agreement and License Agreement, the Company paid Adhera a fee of $640,000, issued an aggregate of 224,947 Depositary Shares to certain of the Secured Noteholders and an aggregate of 2,275,050 pre-funded warrants to certain of the Secured Noteholders, and issued 354,428 Depositary Shares to Melior. Subject to certain satisfaction of its obligations under the License Agreement, the Company further expects to issue an additional 354,428 of its Depositary Shares to Bukwang Pharmaceuticals Co., Ltd.
  

The securities issued as part of the underwritten public offering were offered pursuant to a registration statement on Form F-1, as amended (File No. 333-274895), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on December 18, 2023.

The securities issued in connection with the closings under the Assignment and Exchange Agreement and the License Agreement were offered pursuant to the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder. Such Depositary Shares have not been registered under the Act or applicable state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements.
  
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The underwritten public offering is being made solely by means of a prospectus. A final prospectus relating to this offering was filed by Biodexa with the SEC on December 20, 2023. Copies of the final prospectus can be obtained at the SEC’s website at www.sec.gov or from Ladenburg Thalmann & Co. Inc., Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, New York 10019 or by email at [e-mail].