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CORRESP
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CORRESP

 September 22, 2015

FILED VIA EDGAR

 Johnny Gharib

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
Midatech Pharma PLC

 Registration Statement on Form F-4

Filed August 11, 2015

File No. 333-206305

Dear Mr. Gharib:

 This letter is in response to
your letter of comment dated September 8, 2015 to Mr. James N. Phillips, Chief Executive Officer of Midatech Pharma PLC (“Midatech” or the “Company”) relating to the Company’s Registration Statement on Form
F-4 (File No. 333-206305) (the “Registration Statement”), as filed with the Securities and Exchange Commission (the “Commission”) on August 11, 2015. The Company is concurrently filing via EDGAR Amendment No. 2
(the “Amendment”) to the Registration Statement, marked in accordance with Rule 310 of Regulation S-T. For the convenience of the Staff, we are supplementally providing marked copies of the Amendment.

The Company respectfully submits the following responses with respect to each comment contained in the September 8, 2015 letter. For ease
of reference, each of the Staff’s comments is set forth in italic type immediately before the corresponding response submitted by the Company.

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.

In response to the Staff’s comment, the Company has deleted the statement “Midatech believes that these sources and estimates are
reliable, but it has not independently verified the information and statistics obtained from them” from the “Industry and Market Data” section of the Amendment.

Summary

 Implications of Being an Emerging
Growth Company, page 11

2.
 Please expand your disclosure to discuss your status as a foreign private issuer and the

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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
continue 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.

In response to the Staff’s comment, the Company has expanded its disclosure on pages 11-12 and 129-130 of the Amendment to identify
exemptions available to the Company due to its status as a foreign private issuer that overlap with the exemptions available to it as an emerging growth company, as well as the extent to which the Company will continue to enjoy such exemptions as a
result of its status as a foreign private issuer once the Company no longer qualifies 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.

In response to the Staff’s comment, the Company has revised the disclosure on pages 16, 96 and 145 of the Amendment to describe the
“certain milestone payments” set forth in that certain Agreement and Plan of Merger, dated as of June 17, 2012, by and among Oncogenerix, Inc., certain stockholders of Oncogenerix, Inc., Christopher Clement, in his capacity as
stockholder representative, DARA BioSciences, Inc. (“DARA”) and Oncogenerix Acquisition Corporation, pursuant to which shares of DARA common stock were reserved for issuance.

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 titled 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 that the failure to protect such rights by DARA or the licensors would have a material adverse effect on DARA’s business.

 In response to the Staff’s comment, the Company has revised the disclosure on page 85 of the Amendment to describe who
has the responsibility of protecting the intellectual property rights of DARA’s products and to describe the risks associated with failing to protect such rights.

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 define 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.

 In response to the Staff’s
comment, the Company has revised the disclosure on page 98 of the Amendment to clarify how DARA determined to focus its process on 19 potential strategic partners. As discussed in the revised disclosure, DARA sought to focus its energies on
potential partners with significant experience in the specialty pharmaceutical space because DARA believed such expertise would be important to developing its business.

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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 Board of Directors determined that these alternatives would not present a significant benefit to Dara’s stockholders.

 In response to the Staff’s comment, the Company has revised the disclosure on page 98 of the Amendment to more
fully describe DARA’s engagement with Company A and Company B and the DARA Board of Directors’ view that these alternatives would not present a significant benefit to DARA’s stockholders.

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

In response to the Staff’s comment, the Company has revised the disclosure on page 97 of the Amendment to identify the outside legal
advisors of Midatech and DARA, Brown Rudnick LLP and K&L Gates LLP, respectively.

 The Company respectfully acknowledges the
Staff’s comment with regard to the identity of the financial advisors to Midatech and DARA and respectfully submits that the identity of Midatech’s financial advisor, Torreya Partners Europe (LLP), and DARA’s financial advisor, Aquilo
Partners, LP, was previously provided on pages 96 and 16 of the initial Registration Statement, respectively. The Company has further clarified in the Amendment, where necessary, the identities of the outside legal and financial advisors of each of
Midatech and DARA.

8.
Please expand your disclosure regarding 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.

 In response to the Staff’s comments, the Company has expanded its disclosure on page 99 of the Amendment
regarding the initial proposal that Midatech presented to DARA on March 19, 2015.

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

 In response to the Staff’s comments, the Company has expanded its disclosure on page 99 of the Amendment to
describe the terms of the revised proposal that Midatech submitted to DARA on March 27, 2015 and how it 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 standalone 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 100 of the Amendment to more fully describe
Aquilo Partners’ April 1, 2015 presentation and the DARA Board of Directors’ discussion regarding the presentation.

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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.

 In response to the Staff’s comments, the Company has expanded its
disclosure on page 100 of the Amendment to describe how Midatech determined the value and structure of its revised proposals submitted on each of April 14, 2015 and April 19, 2015.

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

In response to the Staff’s comment, the Company has revised the disclosure on page 100 of the Amendment to describe the material
changes incorporated into Midatech’s revised proposal on April 19, 2015.

13.
Please revise your disclosure to identify and describe the specific terms of the transaction being negotiated and how the specific terms at issue 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.

 In response to the Staff’s comment, the Company has
revised the disclosure on pages 101-102 of the Amendment to more specifically describe the material changes to the terms of the transaction based on negotiations on the above listed dates.

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 received as a result of
the relationship between Aquilo Partners or its affiliates and DARA or its affiliates.

 In response to the Staff’s
comment, the Company has revised the disclosure on page 115 of the Amendment to note that no material relationship between DARA and Aquilo Partners or any of their affiliates existed prior to Aquilo Partners’ engagement in early 2015.

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

The Company respectfully acknowledges the Staff’s comment and notes that, as discussed in the “Background of the Merger”
section of the Registration Statement, Midatech initially proposed the form and amount of the merger consideration. DARA, after consulting with Aquilo Partners and K&L Gates LLP, sought changes and increases in the consideration in order to
maximize the value to DARA’s stockholders.

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 In addition, in response to the Staff’s comment, the Company has revised the
disclosure on page 107 of the Amendment to clarify that Aquilo Partners gave its opinion to DARA’s Board of Directors that the consideration was fair to DARA’s common stockholders and that DARA’s Board of Directors, after
considering Aquilo Partners’ opinion and various other factors, approved the merger agreement and recommended that DARA’s common stockholders vote to approve the proposal to adopt the merger agreement.

16.
Please disclose any instructions 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 1015(b)(6) of Regulation M-A.

 The Company
respectfully acknowledges the Staff’s comments and supplementally inform the Staff that DARA and Aquilo Partners has confirmed to it that there were no instructions given to Aquilo Partners nor limitations posed on the scope of their
investigation in connection with the preparation and delivery of Aquilo Partners’ fairness opinion.

 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, please 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.

In response to the Staff’s comment, the Company has revised the disclosures on pages 109 and 111 of the Amendment to expand the
disclosure of Aquilo Partners’ selection criteria.

 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.

In response to the Staff’s comment, the Company has revised the disclosure on page 109 of the Amendment to describe the financial
projections and conclusion made by 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 also explain the basis for determining that these assumptions are reasonable.

 In
response to the Staff’s comment, the Company has revised the disclosure on page 110 of the Amendment to provide additional discussion of the assumptions underlying the projection on which Aquilo Partners relied to conduct DARA’s
discounted cash flow analysis, as well as Aquilo Partners’ basis for determining the reasonability of the assumptions.

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 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 transactions 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 were 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.

In response to the Staff’s comment, the Company has revised the disclosures on page 112 of the Amendment to include Aquilo
Partners’ selection criteria.

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

In response to the Staff’s comment, the Company has revised the disclosures on page 113 of the Amendment to include the acquisition
dates for the transactions cited.

 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 respect to cross-border reorganizations, Section 367(a) of the Code and the applicable Treasury regu