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Biodexa Pharmaceuticals Secures $35M Deal with C/M Capital Master Fund

$BDRX
Form 6-K
Filed on: 2025-01-17
Source
Biodexa Pharmaceuticals Secures $35M Deal with C/M Capital Master Fund

Here are the key insights extracted from the financial report (Form 6-K) of Biodexa Pharmaceuticals PLC based on the provided text:

Key Information:

  1. Transaction Overview:
  • Date: January 17, 2025
  • Parties Involved: Biodexa Pharmaceuticals PLC (the "Company") and C/M Capital Master Fund, LP (the "Purchaser").
  • Agreement Type: Securities Purchase Agreement.
  1. Financial Terms:
  • The Company has the right to sell up to $35 million of newly issued shares (Depositary Shares) to the Purchaser.
  • Each Depositary Share represents 10,000 ordinary shares of the Company.
  • The Purchaser is obligated to buy these shares, subject to certain conditions.
  1. Commitment Fee:
  • The Company will pay a Commitment Fee of $875,000 to the Purchaser.
  • Payment structure:
    • $612,500 upon signing, and the remainder paid pro-rata with any purchases.
  1. Conditions for Sales:
  • Sales to the Purchaser can only commence after a registration statement is declared effective by the SEC.
  • The Purchaser will not be required to buy shares if it would exceed a 4.99% ownership threshold of the Company’s outstanding shares, which can be increased to 9.99% with prior notice.
  1. Pricing Mechanism:
  • The price for the Purchaser will be based on the lesser of 95% of the VWAP (Volume Weighted Average Price) for the previous five trading days or the lowest sale price prior to each purchase.
  1. Purchaser’s Obligations:
  • The Purchaser must buy shares as directed by the Company but is not obligated to purchase any shares unless certain market conditions are met.
  1. Use of Proceeds:
  • Proceeds from the sales will be used for the Company’s development program, working capital, and general corporate purposes.
  1. Termination Rights:
  • The Company can terminate the Purchase Agreement at any time with one business day’s notice.
  • The agreement will terminate automatically in the event of bankruptcy proceedings against the Company.
  1. Registration Rights Agreement:
  • Concurrently, a Registration Rights Agreement was executed, mandating the Company to file a registration statement covering the resale of the securities within 45 days.

Conclusion:

Biodexa Pharmaceuticals PLC has entered into a strategic agreement with C/M Capital Master Fund, LP, which allows it to raise up to $35 million through the sale of newly issued shares. The agreement includes various conditions, pricing mechanisms, and a structured commitment fee. The proceeds are intended to support the company’s development efforts and operational needs. The Company retains significant control over the transaction, including the ability to terminate the agreement and regulate share sales based on market conditions.