SEC Comment Letter 0000000000-23-005417 to Biodexa Pharmaceuticals Plc (BDRX)
Biodexa Pharmaceuticals Plc
Date: May 22, 2023 · CIK: 0001643918 · Accession: 0000000000-23-005417
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File numbers found in text: 333-270353
Letter
United States securities and exchange commission logo May 22, 2023 Stephen Stamp Chief Executive Officer and Chief Financial Officer Biodexa Pharmaceuticals Plc 1 Caspian Point Caspian Way Cardiff, CF10 4DQ, United Kingdom Re:Biodexa Pharmaceuticals Plc Post-Effective Amendment No. 1 to Registration Statement on Form F-1 Filed May 12, 2023 File No. 333-270353 Dear Stephen Stamp: We have reviewed your post-effective amendment 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. Post-Effective Amendment No. 1 to Registration Statement on Form F-1, filed May 12, 2023 Cover Page 1.We note your disclosure in the explanatory note stating that the underlying registration statement originally covered the resale of up to an aggregate of 108,489,511 ordinary shares represented by 21,697,902 ADSs. However, the explanatory note also references the company's Form F-1 filed March 8, 2023, declared effective on March 24, 2023, which registered 2,169,790,225 ordinary shares representing 86,791,609 ADSs. We then note that this Post-Effective Amendment relates to the resale of an aggregate of 7,661,935 ordinary shares represented by 1,532,387 ADSs. Please revise your explanatory note and/or cover page disclosure to reconcile and explain the inconsistencies in the share and ADS figures.
FirstName LastNameStephen Stamp Comapany NameBiodexa Pharmaceuticals Plc May 22, 2023 Page 2 FirstName LastName Stephen Stamp Biodexa Pharmaceuticals Plc May 22, 2023 Page 2 Exhibits 2.We note that the opinion of counsel attached as Exhibit 5.1 is dated August 5, 2020; however, the legal opinion filed with the original Form F-1 was dated March 8, 2023. We also note that the number of ordinary shares referenced in the filed opinion does not appear consistent with the number of shares reflected in this Post-Effective Amendment. Please advise or file a corrected opinion. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at 202-551-7614 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Jason McCaffrey
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United States securities and exchange commission logo
May 22, 2023
Stephen Stamp
Chief Executive Officer and Chief Financial Officer
Biodexa Pharmaceuticals Plc
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
Re:Biodexa Pharmaceuticals Plc
Post-Effective Amendment No. 1 to Registration Statement on Form F-1
Filed May 12, 2023
File No. 333-270353
Dear Stephen Stamp:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 to Registration Statement on Form F-1, filed May 12, 2023
Cover Page
1.We note your disclosure in the explanatory note stating that the underlying registration
statement originally covered the resale of up to an aggregate of 108,489,511 ordinary
shares represented by 21,697,902 ADSs. However, the explanatory note also references
the company's Form F-1 filed March 8, 2023, declared effective on March 24, 2023,
which registered 2,169,790,225 ordinary shares representing 86,791,609 ADSs. We then
note that this Post-Effective Amendment relates to the resale of an aggregate of 7,661,935
ordinary shares represented by 1,532,387 ADSs. Please revise your explanatory note
and/or cover page disclosure to reconcile and explain the inconsistencies in the share and
ADS figures.
FirstName LastNameStephen Stamp
Comapany NameBiodexa Pharmaceuticals Plc
May 22, 2023 Page 2
FirstName LastName
Stephen Stamp
Biodexa Pharmaceuticals Plc
May 22, 2023
Page 2
Exhibits
2.We note that the opinion of counsel attached as Exhibit 5.1 is dated August 5, 2020;
however, the legal opinion filed with the original Form F-1 was dated March 8, 2023. We
also note that the number of ordinary shares referenced in the filed opinion does not
appear consistent with the number of shares reflected in this Post-Effective Amendment.
Please advise or file a corrected opinion.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Joshua Gorsky at 202-551-7836 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Jason McCaffrey