REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November [•], 2023, between Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
FORM OF PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES BIODEXA PHARMACEUTICALS PLCBiodexa Pharmaceuticals PLC • May 25th, 2023 • Pharmaceutical preparations
THIS PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _________, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biodexa Pharmaceuticals Plc, a public limited company organized under the laws of England and Wales (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by _________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). T
DEPOSIT AGREEMENT by and among MIDATECH PHARMA PLC AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of...Deposit Agreement • October 9th, 2015 • Midatech Pharma PLC • Pharmaceutical preparations • New York
697,614 AMERICAN DEPOSITARY SHARES EACH REPRESENTING 400 ORDINARY SHARES, NOMINAL VALUE £0.001 PER SHARE, PRE-FUNDED Warrants TO PURCHASE 1,911,176 AMERICAN DEPOSITARY SHARES, SERIES E Warrants TO PURCHASE 2,608,790 AMERICAN DEPOSITARY SHARES and...Underwriting Agreement • December 21st, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
The undersigned, Biodexa Pharmaceuticals Plc, a public limited company organized under the laws of England and Wales (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Biodexa Pharmaceuticals Plc, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) and War
PLACEMENT AGENCY AGREEMENT May 23, 2023Placement Agency Agreement • May 25th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
FORM OF AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 26th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Amended and Restated Securities Purchase Agreement (this “Agreement”), dated as of May 25, 2023, and effective as of May 23, 2023, is between Biodexa Pharmaceuticals Plc, a public limited company organized under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • May 25th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of May 23, 2023, is between Biodexa Pharmaceuticals Plc, a public limited company organized under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES midatech pharma plcMidatech Pharma PLC • February 9th, 2023 • Pharmaceutical preparations
THIS PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _________, 2023 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Midatech Pharma PLC, a public limited company organized under the laws of England and Wales (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by _________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). In addition to the other adjustments provided herein, on the sixth (6th) Trading Day following each
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • May 25th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 23, 2023, between Biodexa Pharmaceuticals Plc, a public limited company organized under the laws of England and Wales (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 19th, 2024 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of July 18, 2024, is between Biodexa Pharmaceuticals Plc, a public limited company organized under the laws of England and Wales (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
DATED: 1 June 2018 MIDATECH PHARMA PLC and CRAIG COOK SERVICE AGREEMENTService Agreement • April 30th, 2019 • Midatech Pharma PLC • Pharmaceutical preparations • England
MIDATECH PHARMA PLC company number 09216368) whose registered office is at 65 Innovation Drive, Milton Park, Abingdon OX14 4RQ (the “Company”); and
SERIES H WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Biodexa Pharmaceuticals PlcBiodexa Pharmaceuticals PLC • May 28th, 2024 • Pharmaceutical preparations • New York
THIS SERIES H WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 22, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (the “Company”), up to [______] Ordinary Shares (the “Warrant Shares”) represented by [______] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES K WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Biodexa Pharmaceuticals PlcBiodexa Pharmaceuticals PLC • July 19th, 2024 • Pharmaceutical preparations
THIS SERIES K WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [______], 20251 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (the “Company”), up to [______] Ordinary Shares (the “Warrant Shares”) represented by [______] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractService Agreement • April 26th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations
DATED: 12 July 2021 MIDATECH PHARMA PLC and DMITRY ZAMORYAKHIN SERVICE AGREEMENT THIS AGREEMENT is made on 12 July 2021 BETWEEN: MIDATECH PHARMA PLC (company number 09216368) whose registered office is at Oddfellows House, 19 Newport Road, Cardiff, CF24 OAA, (the "Company"); and DMITRY ZAMORYAKHIN of Flat 24, Warton Court, All Saints Road, London W3 8FR (the "Executive"). RECITALS The Company shall employ the Executive and the Executive shall serve the Company as Chief Scientific Officer of the Company on the following terms and subject to the following conditions (the "Agreement"): IT IS AGREED AS FOLLOWS: 1 DEFINITIONS AND INTERPRETATION 1.1 In this Agreement unless the context otherwise requires the following expressions shall have the following meanings: "AIM" the market of that name operated by the London Stock Exchange PLC; "AIM Rules" the rules applicable to companies whose shares are, or are to be, admitted to trading on the AIM Market as set out in the AIM Rules published by t
CREDIT, GUARANTY AND SECURITY AGREEMENT dated as of December 29, 2017 by and among MIDATECH PHARMA PLC, MIDATECH PHARMA US INC., DARA THERAPEUTICS INC., MIDATECH PHARMA (WALES) LIMITED, and MIDATECH LIMITED and any additional borrower that hereafter...Credit, Guaranty and Security Agreement • April 24th, 2018 • Midatech Pharma PLC • Pharmaceutical preparations • New York
This CREDIT, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), dated as of December 29, 2017 (the “Closing Date”) by and among MIDCAP FINANCIAL TRUST, a Delaware statutory trust (“MidCap”), as administrative agent, the Lenders listed on the Credit Facility Schedule attached hereto and otherwise party hereto from time to time (each a “Lender”, and collectively the “Lenders”), MIDATECH PHARMA PLC, a company formed under the laws of England and Wales with company number 09216368 (“Parent”), MIDATECH PHARMA US INC., a Delaware corporation (“Midatech US”), DARA THERAPEUTICS INC., a North Carolina corporation (“DARA Therapeutics”), MIDATECH PHARMA (WALES) LIMITED, a company formed under the laws of England and Wales with company number 04929486 (“Midatech Wales”), MIDATECH LIMITED, a company formed under the laws of England and Wales with company number 04097593 (“Midatech Limited”) and any additional borrower that may hereafter be added to this Agreement (collectively, together with Paren
LICENSE, COLLABORATION AND DISTRIBUTION AGREEMENT By and Between MIDATECH PHARMA PLC And CMS Bridging Limited And CMS Medical Hong Kong Limited And China Medical System Holdings Limited LICENSE, COLLABORATION AND DISTRIBUTION AGREEMENTLicense, Collaboration and Distribution Agreement • May 28th, 2019 • Midatech Pharma PLC • Pharmaceutical preparations • England
This License, Collaboration and Distribution Agreement (the “Agreement”) is entered into as of 29 January 2019 (the “Effective Date”) by and between Midatech Pharma PLC, a company organized and existing under the laws of England and Wales, with registration number 09216368), whose registered office is at 65 Innovation Drive, Milton Park, Milton, Abingdon, Oxfordshire OX14 4RQ (“Licensor”) and CMS Bridging Limited, a company organized and existing under the laws of Hong Kong, Unit 2106, 21/F, Island Place Tower, No. 510 King’s Road, North Point, Hong Kong (“CMS Bridging”), CMS Medical Hong Kong Limited , a company organized and existing under the laws of Hong Kong, Unit 2106, 21/F, Island Place Tower, No. 510 King’s Road, North Point, Hong Kong (“CMS HK”), and China Medical System Holdings Limited, a company organized and existing under the laws of the Cayman Islands with registration number MC-179153 and having its registered office at Maples Corporate Services Limited, PO Box 309, Ugl
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 19th, 2024 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
LEAK-OUT AGREEMENTLeak-Out Agreement • December 21st, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Biodexa Pharmaceuticals Plc., a public limited company organized under the laws of England and Wales (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).
and RELATIONSHIP AGREEMENTRelationship Agreement • April 30th, 2019 • Midatech Pharma PLC • Pharmaceutical preparations
DEPOSIT AGREEMENT FOR RESTRICTED SECURITIESDeposit Agreement • June 15th, 2020 • Midatech Pharma PLC • Pharmaceutical preparations
DEPOSIT AGREEMENT FOR RESTRICTED SECURITIES dated as of December 23, 2019 (the “Agreement”) among Midatech Pharma PLC, a company organized under the laws of England and Wales (the “Company”), Deutsche Bank Trust Company Americas as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of restricted American Depositary Shares (“Restricted ADSs”) issued hereunder.
SERIES G WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES Biodexa Pharmaceuticals PlcBiodexa Pharmaceuticals PLC • May 22nd, 2024 • Pharmaceutical preparations • New York
THIS SERIES G WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, [_____________] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 22, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (the “Company”), up to [______] Ordinary Shares (the “Warrant Shares”) represented by [______] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Date: ………………………… 2019Agreement • April 30th, 2019 • Midatech Pharma PLC • Pharmaceutical preparations • England and Wales
ARRANGEMENT AGREEMENT BY AND BETWEEN MIDATECH PHARMA PLC AND BIOASIS TECHNOLOGIES INC. DATED AS OF DECEMBER 13, 2022Arrangement Agreement • December 13th, 2022 • Midatech Pharma PLC • Pharmaceutical preparations • Delaware
This ARRANGEMENT AGREEMENT (this “Agreement”), dated as of December 13, 2022, is made by and between Midatech Pharma plc, a public limited company organized under the laws of England and Wales (“Buyer “), and Bioasis Technologies Inc., a corporation existing under the laws of British Columbia, Canada (the “Company”). Buyer and the Company may be referred to herein from time to time collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
Deed of variation of relationship agreementMidatech Pharma PLC • April 30th, 2021 • Pharmaceutical preparations • England and Wales
DATED: 15 April 2014 CONSULTANCY AGREEMENT Draft Between : andConsultancy Agreement • August 11th, 2015 • Midatech Pharma PLC • England
WAIVER TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2023 • Midatech Pharma PLC • Pharmaceutical preparations • New York
This Waiver (the “Waiver”) is made as of the 9th day of February, 2023, by and between Midatech Pharma PLC, a public limited corporation organized under the laws of England and Wales (the “Company”), and the undersigned (the “Purchaser”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in that certain Securities Purchase Agreement, dated as of December 13, 2022, by and between the Company and the undersigned, as amended on December 16, 2022 (as amended, the “SPA”).
LICENSE AGREEMENT by and between BIODEXA PHARMACEUTICALS PLC and MELIOR PHARMACEUTICALS I, INC. Dated as of November 22, 2023License Agreement • November 27th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
No. Heading Page 1. Definition 1 2. Undertaking 2 3. Exceptions 3 4. Termination 3 5. Remedies 3 6. Governing law and jurisdiction 3 7. Variation and Waiver 3 8. Assignment 4 9. Notices 4 10. General 4Agreement • August 11th, 2015 • Midatech Pharma PLC • England and Wales
MEDPDATED 9th JULY 2013 NOVA LABORATORIES LIMITED AND Q CHIP LIMITED SUPPLY AGREEMENTSupply Agreement • August 11th, 2015 • Midatech Pharma PLC • England
LOCK-UP AGREEMENTLock-Up Agreement • November 27th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
This lock-up agreement (this “Agreement”) is dated as of [•], 2023, by and between Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (“Biodexa”), and the undersigned stockholder (the “Holder”). Each of Biodexa and the Holder may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined in this Agreement shall have the respective meanings ascribed to such terms in the License Agreement (as defined below).
MIDATECH LIMITED AND CRAIG COOKMidatech Pharma PLC • April 14th, 2016 • Pharmaceutical preparations • England
This Agreement will be governed by and construed in accordance with the laws of England and each of the parties submits to the exclusive jurisdiction of the English courts.
ASSIGNMENT AND EXCHANGE AGREEMENTAssignment and Exchange Agreement • November 27th, 2023 • Biodexa Pharmaceuticals PLC • Pharmaceutical preparations • New York
This ASSIGNMENT AND EXCHANGE AGREEMENT (this “Agreement”), dated as of November 22, 2023, is entered into by and among Biodexa Pharmaceuticals PLC, a public limited company organized under the laws of England and Wales (“Buyer”), and Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), and the holders of secured notes issued by the Company set forth on Schedule 1 hereto (the “Secured Noteholders”). The Company, Buyer and the Secured Noteholders are sometimes referred to herein collectively as the “Parties” and each individually as a “Party.” Capitalized terms used herein but not otherwise defined shall have the meaning set forth in Article I.
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. COMMERCIALIZATION AGREEMENT by...Commercialization Agreement • April 14th, 2016 • Midatech Pharma PLC • Pharmaceutical preparations • New York
This COMMERCIALIZATION AGREEMENT (together with any Schedules hereto, this “Agreement”‘) is entered into as of March 9, 2015 (the “Effective Date”) by and between Onxeo S.A. (formerly known as “BioAlliance Pharma, S.A.”), a French company with an address at 49 boulevard du General Martial Valin, 75015 Paris, 1st floor, France (“Onxeo”), and DARA Biosciences, Inc., a Delaware corporation with an address at 8601 Six Forks Road, Suite 160, Raleigh, North Carolina 27615, USA (“Dara”).
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. LICENSE AND SUPPLY TRANSFER...License and Supply Transfer Agreement • April 14th, 2016 • Midatech Pharma PLC • Pharmaceutical preparations
THIS LICENSE AND SUPPLY TRANSFER AGREEMENT (this “Transfer Agreement”) is entered into as of December 16, 2015 (the “Effective Date”) by and between MonoSol Rx, LLC (“MonoSol”) and Galena Biopharma, Inc. (“Galena”).
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. LICENSE AND SUPPLY AGREEMENT...License and Supply Agreement • April 14th, 2016 • Midatech Pharma PLC • Pharmaceutical preparations • Delaware
This LICENSE AND SUPPLY AGREEMENT (together with any Schedules hereto, this “Agreement”) is entered into as of July 17, 2014 by and between MonoSol Rx, LLC, a Delaware limited liability company (“MSRx”), and Galena Biopharma, Inc., a Delaware corporation (“Galena”). MSRx and Galena are sometimes referred to hereinafter individually as a “Party” and collectively as the “Parties.”
