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Biodexa Pharmaceuticals PLC, a pharmaceutical preparations company, announced today that it has entered into agreements with certain holders of its outstanding warrants. These agreements stipulate a reduction in the exercise price of the warrants to $0.31 per share. The affected warrants include Series E, H, J, and K, which were previously issued in various transactions.
The holders are collectively exercising a total of 200,433 warrants, resulting in Biodexa Pharmaceuticals issuing the same number of American depositary shares (ADSs). Each ADS represents 10,000 ordinary shares of the company. This issuance will account for approximately 7.5% of the company’s issued ADSs. The company expects the closing of this transaction to occur around May 19, 2025, subject to standard closing conditions. The proceeds from this exercise are anticipated to be approximately $62,000 before deducting estimated offering expenses.
The warrants being exercised have already been registered under the company’s Form F-1 registration statements. To comply with beneficial ownership limitation provisions, the company will only issue the number of shares that would not cause the holder to exceed the maximum amount permitted, with any remaining shares to be issued at a later date upon the holder’s request.
As part of the agreement, the warrant holders have agreed not to sell or transfer any of the shares acquired through this exercise until after May 22, 2025. Moreover, if the company calls for a general or annual general meeting of shareholders while the holders own the shares, they have agreed to vote in favor of the company’s proposals.
Biodexa Pharmaceuticals has clarified that it will not issue new warrants to replace the existing ones and did not engage a placement agent for the transaction. The details of the agreements have been made available in the company’s Form 6-K report as Exhibit 10.1, which is incorporated by reference into the company’s registration statements on Form S-8 and Form F-3.
This announcement is based on a press release statement filed with the Securities and Exchange Commission.
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