UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2023

Commission File Number 001-37652

Midatech Pharma PLC

(Translation of registrant’s name into English)

1 Caspian Point,

Caspian Way

Cardiff, CF10 4DQ, United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x      Form 40-F o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

Results of General Meeting

On March 24, 2023, Midatech Pharma PLC (the “Company”) announced the results of its General Meeting held on March 24, 2023. At the General Meeting, the Company’s shareholders approved: (i) the allotment of, and disapplication of preemption rights with respect to, the Company’s ordinary shares, nominal value 0.1p per share (the “Ordinary Shares”), to be issued to certain investors upon exercise of the Company’s Series A warrants, the Series B warrants, and certain pre-funded warrants, each issued in a previously disclosed private placement that closed on February 15, 2023 (the “Private Placement”), and warrants issuable to the placement agent in the Private Placement, (ii) the change of the name of the Company to “Biodexa Pharmaceuticals plc,” which is expected to be effective on or about March 27, 2023, (iii) the allotment of up to 100% of the Company’s fully diluted share capital for future share issuances through the Company’s annual general meeting in 2025, (iv) the cancellation of the Company’s Ordinary Shares to admission on AIM, which is expected to be effective on or about April 26, 2023, and (v) authorized a 1-for-20 reverse stock split of the Company’s Ordinary Shares (the “Reverse Stock Split”), which is expected to be effective on or about of March 27, 2023.

In connection with the Reverse Stock Split, the Company expects the ratio of its American Depositary Shares (the “ADS”), each representing 25 Ordinary Shares, to change to a new ratio of one ADS representing five Ordinary Shares, effective on or about March 27, 2023. This will have the effect of a one-for-four reverse split of the ADSs.

Following the cancellation of the Company’s Ordinary Shares to admission on AIM, the Company’s ADS will continue to trade on the NASDAQ Capital Market.

The information included under the heading “Results of General Meeting” of this report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File Number 333-209365) and Form F-3 (File Number 333-267932) of the Company (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Press Release

On March 24, 2023, the Company issued a press release announcing the results of the General Meeting. A copy of the press release is furnished hereto as Exhibit 99.1.

The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall any such exhibit be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

SUBMITTED HEREWITH

Attached to the Registrant’s Form 6-K filing for the month of March 2023 is:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

24 March 2023

Midatech Pharma PLC

(“Midatech” or the “Company”)

Results of General Meeting

Share Consolidation, Change of Name, Adoption of New Articles and Cancellation of Admission to Trading on AIM

Midatech Pharma PLC (AIM: MTPH; Nasdaq: MTP), a drug delivery technology company focused on improving the bio-delivery and biodistribution of medicines, is pleased to announce that at the general meeting of the Company held earlier today (the “General Meeting”), all resolutions put to the Company’s shareholders (“Shareholders”) were duly passed.

The full text of, inter alia, the resolutions proposed and passed at the General Meeting can be found in the Company’s Shareholder Circular and Notice of General Meeting (the “Circular”) which was published and posted to Shareholders on 7 March 2023 and is available on the Company's website at www.midatechpharma.com.

Share Consolidation

At the General Meeting, Shareholders approved, inter alia, the Share Consolidation, as detailed in the Circular.

The Share Consolidation consists of a consolidation of the ordinary shares of £0.001 each in the capital of the Company (the “Ordinary Shares”), such that every 20 Ordinary Shares will be consolidated into one new ordinary share of £0.02 nominal value each (the “Consolidated Ordinary Shares”).

Following the Share Consolidation, the Company will have a single class of ordinary shares of £0.02 each in issue, being the Consolidated Ordinary Shares.

Also effective on or around 27 March 2023, the ratio of the Company’s American Depositary Shares (“ADSs”) will change from one ADS representing 25 Ordinary Shares to one ADS representing five Consolidated Ordinary Shares, with new CUSIP 59564R609. No fractional ADSs will be allocated. The aggregate fractional ADSs, if any, will be sold and the net proceeds will be distributed to the entitled ADS holder. The Company’s depositary, The Bank of New York Mellon, will contact ADS holders and arrange for the exchange of their existing ADSs for new ADSs.

Admission of the Consolidated Ordinary Shares to trading on AIM

Application has been made to the London Stock Exchange plc for the admission to trading on AIM of the Consolidated Ordinary Shares, which is expected to become effective and dealings commence at 8.00 a.m. on or around 27 March 2023 (the “Consolidation Admission”).

Change of Name

Following approval by Shareholders of the relevant resolution, Midatech's name will be changed to Biodexa Pharmaceuticals PLC on or around 27 March 2023. The new AIM Symbol/TIDM will be "BDRX" once the name change is effected, and the new trading symbol on NASDAQ is expected to also be "BDRX".

AIM Cancellation and Adoption of New Articles

Further to today’s approval by Shareholders, the admission of the Ordinary Shares to trading on AIM will be cancelled (the “AIM Cancellation”), although trading on NASDAQ in the ADSs will be maintained.

The AIM Cancellation is expected to take place approximately one month following today’s General Meeting, on 26 April 2023, in order to give Shareholders sufficient time to convert their Consolidated Ordinary Shares into ADSs, should they wish to do so. Shareholders are recommended to refer to the Circular and the ‘Frequently Asked Questions’ document that accompanied the Circular, which is available on the Company’s website and addresses further questions in respect of the implications of the AIM Cancellation in relation to holdings of Consolidated Ordinary Shares.

In order to facilitate the Company’s sole remaining listing on NASDAQ, the Company will adopt New Articles with effect from the AIM Cancellation, which were also approved at today’s General Meeting.

Total Voting Rights, ISIN, SEDOL and Par Value

The Consolidated Ordinary Shares have a new ISIN and SEDOL code, and the number of total voting rights in the Company’s issued ordinary share capital will decrease as a result of the Share Consolidation.

Accordingly, upon the Consolidation Admission, the Company’s issued share capital will consist of 8,667,337 Consolidated Ordinary Shares each with one voting right. The Company does not hold any ordinary shares in treasury. This figure may be used by Shareholders in the Company as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the share capital of the Company under the FCA’s Disclosure Guidance and Transparency Rules. In addition, the ISIN and SEDOL code of the Consolidated Ordinary Shares will be GB00BNGF1L75 and BNGF1L7, respectively.

Unless otherwise defined, capitalised terms used in this announcement have the same meanings as ascribed to them in the Circular sent to Shareholders dated 7 March 2023.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014, as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

For more information, please contact: 

Forward-Looking Statements

Certain statements in this announcement may constitute “forward-looking statements” within the meaning of legislation in the United Kingdom and/or United States. Any forward-looking statements are based on currently available competitive, financial and economic data together with management’s views and assumptions regarding future events and business performance as of the time the statements are made and are subject to risks and uncertainties. The Company wishes to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.

Reference should be made to those documents that the Company shall file from time to time or announcements that may be made by the Company in accordance with the London Stock Exchange’s AIM Rules for Companies (“AIM Rules”), the Disclosure and Transparency Rules (“DTRs”) and the rules and regulations promulgated by the US Securities and Exchange Commission, which contains and identifies other important factors that could cause actual results to differ materially from those contained in any projections or forward-looking statements. These forward-looking statements speak only as of the date of this announcement. All subsequent written and oral forward-looking statements by or concerning the Company are expressly qualified in their entirety by the cautionary statements above. Except as may be required under the AIM Rules or the DTRs or by relevant law in the United Kingdom or the United States, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise arising.