SecProbe.io

Mail Stop 4720

September 8 , 2015

Via E -mail
James N. Phillips
Chief Executive Officer
Midatech Pharma PLC
65 Innovation Drive
Milton Park
Abingdon, Oxfordshire OX14 4RQ, United Kingdom

Re: Midatech Pharma PLC
Registration Statement on Form F -4
Filed August 11, 2015
  File No. 333 -206305

Dear Mr. Phillips:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Industry and Market Data

1. We note your statement, “Midatech believes that these sources and estimates are reliable,
but it has not independently verified the information and statistics obtained from them.”
It is not appropriate to infer that you are not  liable for statements included in your
registration statement.  Please revise your disclosure to delete the statement referenced
above.

James N. Phillips
Midatech PLC
September 8, 2015
Page 2

 Summary
Implications of Being an Emerging Growth Company, page 11

2. Please expand your disclosure to discuss your s tatus as a foreign private issuer and the
exemptions available to you as a foreign private issuer.  In this regard, please identify
those exemptions which overlap with the ones available to you as an emerging growth
company and to what extent you will cont inue to enjoy any exemptions as a result of your
status as a foreign private issuer once you no longer qualify as an emerging growth
company.

Treatment of Stock Options and Warrants; Oncogenerix Milestone Consideration…, page 15

3. Please revise your disclosure to describe the “certain milestone payments” referenced in
the third paragraph of this section.

Risk Factors
Risks Related to DARA’s Business and Industry, page 78

4. Under the appropriate risk factor in this section or in a new appropriately tit led risk
factor, please expand your disclosure to describe whether DARA or the respective
licensors of its commercialized products have the responsibility of protecting the
intellectual property rights of such products.  In doing so, please also disclose t hat the
failure to protect such rights by DARA or the licensors would have a material adverse
effect on DARA’s business.

The Merger
Background of the Merger, page 96

5. In the last paragraph on page 96, you state that DARA’s senior management and Aquilo
Partners had several discussions about the types of parties that could be interested in a
transaction and determined that financial buyers would be unlikely to pay transaction
values that would be of interest to DARA.  Please expand your disclosure to defi ne the
term “financial buyer” and describe how DARA’s senior management and Aquilo
Partners reached its conclusion as to these entities willingness to engage in a transaction
with DARA.

6. Please expand your disclosure regarding the discussions with Company A and Company
B to describe the products to which Company A wanted to acquire rights and the
financial terms it was offering, and to describe the co -promotion agreement in which
Company B was interested in entering.  Also, please describe why the DARA’s Bo ard of
Directors determined that these alternatives would not present a significant benefit to
Dara’s stockholders.

James N. Phillips
Midatech PLC
September 8, 2015
Page 3

 7. Please revise your disclosure to identify the outside legal and financial advisors for
DARA and Midatech.

8. Please expand your disclosure r egarding the initial proposal that Midatech presented to
DARA on March 19, 2015 to describe how Midatech determined the structure and value
of its initial offer.

9. Please expand your disclosure to describe the terms of the revised proposal Midatech
submitte d to DARA on March 27, 2015 and how Midatech determined the structure and
value of its revised proposal.

10. We note that during the April 1, 2015 telephonic conference call, Aquilo Partners
presented, among other items, DARA’s prospects operating on a standa lone basis which
included a case study and DARA’s financing requirements.  Please expand your
disclosure to describe the case study and DARA’s financing requirements.

11. Please expand your disclosure to describe how Midatech determined the structure and
value of its revised proposal submitted on April 14, 2015.  Please also provide this
information, as applicable, to the revised proposal submitted on April 19, 2015

12. Please describe the “other changes” requested by DARA which the revised proposal on
April 19, 2015 included.

13. Please revise your disclosure to identify and describe the specific terms of the transaction
being negotiated and how the specific terms at issu e were modified over the course of
negotiations between the parties from May 1, 2015 through announcement of the
transaction on June 4, 2015, including, in particular, on the following dates:

 May 19, 2015;
 May 26, 2015;
 May 27, 2015;
 May 31, 2015;  and
 June 1, 2015.

Opinion of DARA’s Financial Advisor, page 103

14. Please revise your disclosure to describe any material relationship that existed during the
past two years or is mutually understood to be contemplated and any compensation
received or to be rec eived as a result of the relationship between Aquilo Partners  or its
affiliates and DARA or its affiliates.

15. Please indicate whether DARA or Aquilo Partners recommended the consideration to be
received by DARA shareholders.

James N. Phillips
Midatech PLC
September 8, 2015
Page 4

 16. Please disclose any instructio ns given to Aquilo Partners in connection with its fairness
opinion and any limitations imposed on the scope of its investigations or tell us
supplementally that no such instructions were given and no such limitations were
imposed.  Please refer to Item 10 15(b)(6) of Regulation M -A.

Midatech Comparable Public Company Analysis, page 105

17. Please expand your disclosure to describe the criteria used to determine that the 19 public
companies were comparable to Midatech for purposes of the analysis.  Also, pleas e
disclose whether any companies meeting the selection criteria were excluded from the
analysis and if so, the reasons for making such exclusions.  Please provide the same
information regarding the “DARA Comparable Public Company Analysis” on page 106.

Midatech Analyst Financial Projections, page 105

18. Please describe the financial projections and conclusions made by the analysts in the
publicly available Midatech analyst reports upon which Aquilo Partners relied.

DARA Discounted Cash Flow Analysis, page  105

19. Please expand your disclosure to identify the assumptions relating to revenue, operating
costs, taxes, working capital, capital expenditures and depreciation which Aquilo Partners
relied upon to conduct DARA’s discounted cash flow analysis.  Please a lso explain the
basis for determining that these assumptions are reasonable.

Premiums Analysis, page 107

20. We note that Aquilo Partners conducted a premiums analysis for 1 -day, 1 -week and 1 -
month premiums for selected precedent merger/acquisition transacti ons broken down by
Specialty Pharmaceutical Transactions, Biopharmaceutical Transactions and Micro -Cap
Transactions.  Please revise your disclosure to describe with greater specificity Aquilo
Partners’ criteria for determining that the cited transactions w ere appropriate for
comparative analysis.  Also, please disclose whether any transactions meeting the
selection criteria were excluded from the analysis and if so, the reasons for making such
exclusions.

21. Please revise the list of transactions in this sect ion to provide the acquisition dates for the
transactions cited.

James N. Phillips
Midatech PLC
September 8, 2015
Page 5

 Taxation
Material Federal Income Tax Consequences
Classification of the Merger, page 128

22. We note your disclosure in the first paragraph on page 129 which states, “Additionally,
with re spect to cross -border reorganizations, Section 367(a) of the Code and the
applicable Treasury regulations promulgated thereunder generally require U.S.
shareholders to recognize gain, but not loss, if stock of a U.S. corporation is exchanged
for stock of a  non-U.S. corporation unless certain requirements are met.  An exception
promulgated in the Treasury regulations provides that Section 367(a) will not apply to
certain reorganizations (including those like the mergers) if certain conditions are
satisfied.”   Please expand your disclosure to describe the exception and the “certain
conditions” which are expected to be satisfied.

23. We note that consummation of the merger is contingent upon the satisfaction or waiver of
a condition requiring that both DARA and Midatech obtain separate tax opinions that the
transaction should qualify as a reorganization within the meaning of Section 36 8(a).  We
also note your intent to file consents for the inclusion of these tax opinions in the
registration statements under Exhibits 8.1 and 8.2.  Please confirm that prior to
effectiveness of the registration statement you will revise the prospectus to either include
a summary of the long -form tax opinions of counsel filed as exhibits or short -form
opinions confirming that the disclosure in the prospectus serves as the tax opinion of
counsel.  Please also note that the any such tax opinion must clearly i dentify each
material tax consequence, set forth counsel’s opinion and provide the basis for such
opinion. We may have further comments upon review of this disclosure.

Description of Midatech’s Business
Product Candidates
GNP Drug Conjugates: Diabetes
Development Activities, page 197

24. Please expand your disclosure to describe the ongoing Phase IIa clinical trial of
MidaForm -Insulin -PharmFilm in humans with type1 diabetes, including the number of
volunteers in the trial, the primary and secondary endpoints,  the dosages being
administered, and where the trial is being conducted.

Commercial Agreements, Strategic Partnerships and Collaborations
Agreements, Partnerships and Collaboration with Midatech (or its Successor Entity)
Collaboration and License Agreem ent with Monosol, page 203

25. Please revise your disclosure regarding the collaboration and license agreement with
Monosol to describe the parties’ rights and obligations under the agreement and the
material payment provisions of the agreement, including any  up-front payments,

James N. Phillips
Midatech PLC
September 8, 2015
Page 6

 aggregate amounts paid or received to date under the agreement, aggregate future
potential milestone payments to be paid or received and royalty rates.

Intellectual Property, page 205

26. We note your disclosure regarding your issued pate nts and pending patent applications in
your 31 patent families in the three bullet points in this section.  Please revise your
disclosure to provide the following information for your material patents and patent
applications:

 Whether the patents or patent  applications are owned or licensed from third
parties (please identify the relevant party if they are licensed);
 The type of patent protection such as composition of matter, use or process for
your patents and patent applications;
 Patent expiration dates separate from expected expiration dates for pending patent
applications; and
 Identification of applicable jurisdictions where patents are issued or where patent
applications are pending.

In this regard, we note that you currently provide some of this information but do so by
combining expiration dates for issued patents and pending patent applications and refer to
some jurisdictions generically as “key markets.”

Information regarding DA RA
Competition, page 226

27. Please expand your disclosure in this section to identify the companies and products with
which your commercialized products compete.

Information Regarding DARA
Cancer supporting therapeutics, page 225

28. Please revise your disclos ure regarding the DARA and Alamo agreement to describe the
material terms of the agreement, including the duration of the agreement, termination
provisions and any payment provisions.  In regard to payment provisions, please describe
DARA’s profit share if  a specified revenue milestone is achieved and quantify the
milestone.  In addition, if the agreement is expected to be material to the combined
company and therefore important to a shareholder’s ability to make an informed
assessment as to the merits of t he proposed merger, please file the agreement as an
exhibit to your Form F -4.

James N. Phillips
Midatech PLC
September 8, 2015
Page 7

 Licenses, page 227

29. Please revise your disclosure regarding your agreements with Rosemont and Helsinn
covering your commercialization of Soltamox and Gelcair, respectively, to quantify any
up-front payments, aggregate future milestones payable and royalty rates and to describe
the termination provisions of the agreements.  In addition, if these agreements are
expected to be material to the combined company and therefore impor tant to a
shareholder’s ability to make an informed assessment as to the merits of the proposed
merger, please file the agreements as exhibits to your Form F -4.

Other Comments

30. Please supplementally provide us with copies of any “board books” or similar m aterials
that were material to the boards’ respective decisions to approve the merger agreement
and the transactions contemplated thereby.  We may have further comment after we
review these materials.

31. We note that there are a number of additional exhibits  that still need to be filed including
the legal opinion.  Please provide these exhibits as promptly as possible.  Please note that
we may have additional comments on these exhibits once they are filed.

We urge all persons who are responsible for the accu racy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relati ng to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please p rovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filin g;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the co mpany may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

James N. Phillips
Midatech PLC
September 8, 2015
Page 8

 Please refer to Rules 460 and 461 regarding requests  for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities A ct of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us