SecProbe.io

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 September 29, 2025

Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ
United Kingdom

 Re: Biodexa Pharmaceuticals PLC
 Registration Statement on Form F-3
 Filed September 26, 2025
 File No. 333-290554
Dear Stephen Stamp:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jason S. McCaffrey, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Biodexa Pharmaceuticals PLC

 1 Caspian Point

 Caspian Way

 Cardiff, CF10 4DQ

 United Kingdom

 September 29, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E. Washington, D.C. 20549

 Attention: Jessica Dickerson

 Re: Biodexa Pharmaceuticals PLC
Registration Statement on Form F-3
File No. 333-290554 (the "Registration Statement")
 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461 of the Rules and Regulations promulgated
under the Securities Act of 1933, as amended, Biodexa Pharmaceuticals PLC (the "Registrant") hereby respectfully requests
that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Tuesday, September
30, 2025, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

 The cooperation of the staff in meeting the timetable described above
is very much appreciated.

 Please contact Jason S. McCaffrey of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., counsel to the Registrant, at (617) 348-4416 with any questions regarding this request.

 Very truly yours,

 Biodexa Pharmaceuticals PLC

 /s/ Stephen Stamp

 Stephen Stamp
 Chief Executive Officer

 cc: Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
 Jason S. McCaffrey, Esq.

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<TEXT>
 August 20, 2025

Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals plc
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom

 Re: Biodexa Pharmaceuticals plc
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-37652
Dear Stephen Stamp:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 One Financial Center
 Boston, MA 02111
 617 542 6000
 mintz.com

 August 19, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Life Sciences

 100 F Street, N.E. Washington, D.C. 20549

 Attention: Tracie Mariner and Kevin Vaughn

 Re: Biodexa Pharmaceuticals plc
Form 20-F for Fiscal Year Ended December 31, 2024

 File No. 001-37652

 Ladies and Gentlemen:

 We are submitting this letter
on behalf of our client, Biodexa Pharmaceuticals plc, a foreign private issuer incorporated under the laws of England and Wales (the " Company "),
in response to the written comments from the staff (the " Staff ") of the U.S. Securities and Exchange Commission (the
" Commission ") received by your letter dated August 18, 2025 (the " Comment Letter "), relating to
the above-referenced Annual Report on Form 20-F.

 For reference, we have set
forth below in italics the Staff's comment from the Comment Letter and have keyed the Company's responses to the numbering
of the comment and the headings used in the Comment Letter.

 Form 20-F for Fiscal Year Ended December 31,
2024

 Operating and Financial Review and Prospects

 A. Operating Results

 Year Ended December 31, 2024 Compared to Year
Ended December 31, 2023, page 83

 1. We note from your pipeline chart, on page 57, that eRapa, Tolimidone, and MTX110 are each in clinical
development for one or more indications. In your future filings, please expand your disclosure to include the costs incurred, during each
period presented, for each of your key research and development product candidates by specific indication separately. If you do not track
your research and development costs by project, program, or indication, please disclose that fact, and explain why you do not maintain
and evaluate research and development costs by project, program, or indication. For amounts that are not tracked by product candidate,
program, or indication, provide other quantitative or qualitative disclosure that provides more transparency as to the type of research
and development expenses incurred (i.e., by nature or type of expense), which should reconcile to total research and development expense
as presented on the Statements of Comprehensive Income. Provide draft disclosure with your response.

 Boston Los Angeles MIAMI New York San Diego San Francisco TORONTO Washington

 MINTZ, LEVIN, COHN, FERRIS, GLOVSKY
AND POPEO, P.C.

 MINTZ

 August 19, 2025
 Page 2

 The Company respectfully acknowledges the Staff's comment and,
in future filings, will expand its disclosure in accordance with the Staff's comment.

 As an example, using information
regarding the Company's research and development expenses for the years ended December 31, 2024 and 2023, the Company expects future
disclosure to read substantially as follows:

 Research and Development
Costs . Research and development (R&D) costs were £5.44 million, an increase of £1.37 million, or 34% on 2023 (2023:
£4.07 million). The percentage of R&D costs as a percentage of operating costs also increased to 59% from 48% in the prior year.
The increase in the year reflects the decision to acquire licenses for clinical stage assets tolimidone in December 2023 and eRapa in
April 2024, resulting in clinical expenditure of £1.09 million and £1.91 million respectively, which was offset by reduced
spend of £1.10 million on the MAGIC-G1 study in rGBM. As a result of the re-focus on clinical stage assets, there was a reduction
in pre-clinical expense of £0.31 million. Personnel costs also reduced by £0.25 million in the year.

 The following table summarize
our R&D expenses by nature of costs for the years ended December 31, 2024 and 2023:

 Year ended December 31

 2024
 2023

 (£ in thousands)

 eRapa

 Familial Adenomatous Polyposis
 1,627
 -

 Non-muscle Invasive Bladder Cancer
 284
 -

 Total eRapa
 1,911
 -

 Tolimidone

 Type 1 Diabetes
 1,093
 3

 Total Tolimidone
 1,093
 3

 MTX110 (panobinostat)

 Diffuse Midline Glioma
 (6 )
 1

 Glioblastoma
 635
 1,686

 Medulloblastoma
 -
 46

 Total MTX110 (panobinostat)
 629
 1,733

 Other pre-clinical
 102
 394

 R&D Overheads
 1,702
 1,937

 Total R&D
 5,437
 4,067

 * * * * *

 MINTZ

 August 19, 2025
 Page 3

 If the Staff should have any
further questions, or would like further information, concerning the responses above, please do not hesitate to contact me at (617) 348-4416
or jsmccaffrey@mintz.com. We thank you for your time and attention.

 Sincerely,

 /s/ Jason S. McCaffrey

 Jason S. McCaffrey

 cc:

 Biodexa Pharmaceuticals plc

 Stephen Stamp

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<TEXT>
 August 18, 2025

Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals plc
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom

 Re: Biodexa Pharmaceuticals plc
 Form 20-F for Fiscal Year Ended December 31, 2024
 File No. 001-37652
Dear Stephen Stamp:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 20-F for Fiscal Year Ended December 31, 2024
Operating and Financial Review and Prospects
A. Operating Results
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023, page 83

1. We note from your pipeline chart, on page 57, that eRapa, Tolimidone,
and MTX110
 are each in clinical development for one or more indications. In your
future filings,
 please expand your disclosure to include the costs incurred, during each
period
 presented, for each of your key research and development product
candidates by
 specific indication separately. If you do not track your research and
development costs
 by project, program, or indication, please disclose that fact, and
explain why you do
 not maintain and evaluate research and development costs by project,
program, or
 indication. For amounts that are not tracked by product candidate,
program, or
 indication, provide other quantitative or qualitative disclosure that
provides more
 transparency as to the type of research and development expenses
incurred (i.e. by
 nature or type of expense), which should reconcile to total research and
development
 August 18, 2025
Page 2

 expense as presented on the Statements of Comprehensive Income. Provide
draft
 disclosure with your response.
 In closing, 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 Tracie Mariner at 202-551-3744 or Kevin Vaughn at
202-551-3494
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
</TEXT>
</DOCUMENT>

January 23, 2025
Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
Re:Biodexa Pharmaceuticals PLC
Registration Statement on Form F-1
Filed January 17, 2025
File No. 333-284350
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jason S. McCaffrey

CORRESP
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Biodexa Pharmaceuticals PLC

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

January 23, 2025

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Christopher Edwards

  Re: Biodexa Pharmaceuticals PLC

Registration Statement on Form F-1 (File No. 333-284350)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Biodexa Pharmaceuticals PLC (the “Registrant”)
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration
Statement on Form F-1 (the “Registration Statement”) and declare the Registration Statement effective as of 4:30 p.m., Eastern
Time, on January 27, 2025, or as soon as practicable thereafter.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Jason S. McCaffrey of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel to the Registrant, at (617) 348-4416 or by an email to JSMcCaffrey@mintz.com.

Thank you for your assistance.
If you should have any questions, please contact Mr. McCaffrey at (617) 348-4416.

    Very truly yours,

    BIODEXA PHARMACEUTICALS PLC

    By:
    /s/
     Stephen Stamp

    Name:

     Stephen Stamp

    Title:

     Chief Executive Officer & Chief Financial Officer

 cc: Jason S. McCaffrey, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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Biodexa Pharmaceuticals PLC

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

August 15, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Tyler Howes

 Re: Biodexa Pharmaceuticals PLC

Registration Statement on Form F-1 (File No. 333-281489)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Biodexa Pharmaceuticals PLC (the “Registrant”) hereby respectfully
requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form
F-1 (the “Registration Statement”) and declare the Registration Statement effective as of 4:30 p.m., Eastern Time, on August
19, 2024, or as soon as practicable thereafter.

The Registrant requests that it be notified
of such effectiveness by a telephone call to Jason S. McCaffrey of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the
Registrant, at (617) 348-4416 or by an email to JSMcCaffrey@mintz.com.

Thank you for your assistance. If you should
have any questions, please contact Mr. McCaffrey at (617) 348-4416.

    Very truly yours,

    BIODEXA PHARMACEUTICALS PLC

    By: /s/ Stephen Stamp

    Name: Stephen Stamp

    Title:   Chief Executive Officer & Chief Financial Officer

 cc: Jason S. McCaffrey, Esq., Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C.

August 15, 2024
Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals Plc
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
Re:Biodexa Pharmaceuticals Plc
Registration Statement on Form F-1
Filed August 12, 2024
File No. 333-281489
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Jason S. McCaffrey, Esq.

United States securities and exchange commission logo
June 11, 2024
Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals PLC
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
Re:Biodexa Pharmaceuticals PLC
Registration Statement on Form F-1
Filed June 6, 2024
File No. 333-279994
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason McCaffrey, Esq.

CORRESP
1
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Biodexa Pharmaceuticals PLC

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

June 11, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Dan Crawford

     Re:
    Biodexa Pharmaceuticals PLC

    Registration Statement on Form F-1 (File No. 333-279994)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Biodexa Pharmaceuticals PLC (the “Registrant”)
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration
Statement on Form F-1 (the “Registration Statement”) and declare the Registration Statement effective as of 4:30 p.m., Eastern
Time, on June 14, 2024, or as soon as practicable thereafter.

The Registrant requests that
it be notified of such effectiveness by a telephone call to Jason S. McCaffrey of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.,
counsel to the Registrant, at (617) 348-4416 or by an email to JSMcCaffrey@mintz.com.

Thank you for your assistance.
If you should have any questions, please contact Mr. McCaffrey at (617) 348-4416.

    Very truly yours,

     BIODEXA PHARMACEUTICALS PLC

     By: /s/ Stephen Stamp

     Name: Stephen Stamp

     Title:   Chief Executive Officer & Chief Financial Officer

cc:         Jason S. McCaffrey,
Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States securities and exchange commission logo
March 20, 2024
Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals Plc
Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
Re:Biodexa Pharmaceuticals Plc
Registration Statement on Form F-1
Filed March 18, 2024
File No. 333-278040
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Chris Edwards at 202-551-6761 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Donald J. Puglisi

CORRESP
1
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Biodexa Pharmaceuticals PLC

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

March 20, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Christopher Edwards

     Re:
    Biodexa Pharmaceuticals PLC

    Registration Statement on Form F-1 (File No. 333-278040)

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Biodexa Pharmaceuticals PLC hereby respectfully requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”) and declare the Registration Statement effective as of 5:00 p.m., Eastern Time, on March 27, 2024, or as soon as practicable
thereafter.

Please call Jason S. McCaffrey
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments or questions regarding
the Registration Statement.

    Very truly yours,

    BIODEXA PHARMACEUTICALS PLC

    By: /s/ Stephen Stamp

    Name: Stephen Stamp

    Title:   Chief Executive Officer & Chief Financial Officer

     cc:
    Jason S. McCaffrey, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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Biodexa Pharmaceuticals Plc

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

December 15, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Doris Stacey Gama

 Re: Biodexa Pharmaceuticals Plc (the “Company”)

Registration Statement on Form F-1 (File No. 333-274895)

Originally Filed October 6, 2023

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended (the “Act”), the Company hereby respectfully requests that the Securities and Exchange Commission accelerates
the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) and declares
the Registration Statement effective as of 5:30 p.m. Eastern Time, on December 18, 2023, or as soon as practicable thereafter. In making
this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

We request that we be notified of such effectiveness
by a telephone call to Jason S. McCaffrey at (617) 348-4416 of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company,
and we request that such effectiveness also be confirmed in writing.

    Very truly yours,

    BIODEXA PHARMACEUTICALS PLC

    By:
    /s/ Stephen Stamp

    Name:
    Stephen Stamp

    Title:
    Chief Executive Officer & Chief Financial Officer

    cc:
    Jason S. McCaffrey, Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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Ladenburg Thalmann & Co. Inc.

640 Fifth Avenue, 4th Floor

New York, New York 10019

December 15, 2023

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Washington, DC 20549

    Re:

    Biodexa Pharmaceuticals Plc

    Registration Statement on Form F-1 (Registration No. 333-274895)

    Concurrence in Acceleration Request

Ladies and Gentlemen:

Ladenburg Thalmann & Co.
Inc. (“Ladenburg”), as representative of the underwriters for the referenced offering, hereby concurs in the request
by Biodexa Pharmaceuticals Plc that the effective date of the above-referenced registration statement be accelerated to 5:30 p.m. (Eastern
Time), or as soon as practicable thereafter, on December 18, 2023, pursuant to Rule 461 under the Securities Act. Ladenburg affirms that
it is aware of its obligations under the Securities Act in connection with this offering.

    Very truly yours,

    LADENBURG THALMANN & CO. INC.

    By:
    /s/ Nicholas Stergis

    Name: Nicholas Stergis

    Title: Managing Director

United States securities and exchange commission logo
October 12, 2023
Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals Plc
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, UK
Re:Biodexa Pharmaceuticals Plc
Registration Statement on Form F-1
Filed October 6, 2023
File No. 333-274895
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason McCaffrey, Esq.

CORRESP
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Biodexa Pharmaceuticals Plc

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

June 23, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Jason Drory

    Re:
    Biodexa Pharmaceuticals Plc (the “Company”)

    Registration Statement on Form F-1 (File No. 333-272693)

    Originally Filed June 16, 2023

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act
of 1933, as amended (the “Act”), the Company hereby respectfully requests that the Securities and Exchange Commission accelerates
the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) and declares
the Registration Statement effective as of 4:30 p.m., Washington D.C. time, on June 28, 2023, or as soon as practicable thereafter. In
making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.

We request that we be notified of such effectiveness
by a telephone call to Alice Hsu at (212) 506-3634 of Orrick, Herrington & Sutcliffe LLP, and we request that such effectiveness also
be confirmed in writing.

    Very truly yours,

    BIODEXA PHARMACEUTICALS PLC

    By: /s/ Stephen Stamp

    Name:
    Stephen Stamp

    Title:
    Chief Executive Officer & Chief Financial Officer

    cc:
    Alice Hsu, Esq., Orrick, Herrington & Sutcliffe LLP

United States securities and exchange commission logo
June 21, 2023
Stephen Stamp
Chief Executive Officer
Biodexa Pharmaceuticals Plc
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
Re:Biodexa Pharmaceuticals Plc
Registration Statement on Form F-1
Filed June 16, 2023
File No. 333-272693
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Alice Hsu

CORRESP
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    May 25, 2023

FILED VIA EDGAR

Joshua Gorsky

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 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 Mr. Gorsky:

On behalf of our client, Biodexa
Pharmaceuticals Plc, a foreign private issuer incorporated under the laws of England and Wales (the “Company”), we are submitting
this letter in response to the written comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”),
as contained in your letter of comment dated May 22, 2023 to the Company regarding the Company’s Post-Effective Amendment No. 1
to Registration Statement on Form F-1 (File No. 333-270353) (the “Registration Statement”), as filed with the SEC on May 12,
2023 (“Amendment No. 1”). The Company is concurrently filing via EDGAR Amendment No. 2 (“Amendment No. 2”)
to the Registration Statement, marked in accordance with Rule 310 of Regulation S-T.

The Company respectfully submits
the following response with respect to the comments contained in the May 22, 2023 letter. For ease of reference, the Staff’s comments
are set forth in italic type immediately before the corresponding response submitted by the Company.

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.

Securities and Exchange Commission

May 25, 2023

Page 2

In response to the Staff’s
comment, the Company respectfully advises the Staff that, as described in Amendment No. 1, on March 27, 2023, following shareholder approval,
the Company effected a one-for-20 reverse split of its ordinary shares, and its ordinary shares began trading on AIM, a market operated
by the London Stock Exchange plc, on a split-adjusted basis as of such date. As a result of the reverse stock split, the number of issued
and outstanding ordinary shares was reduced to 8,667,337 shares as of such date. Concurrently with the reverse split, the Company
effected a ratio change in the number of ordinary shares represented by its American depositary shares (“ADSs”) from 25 ordinary
shares per ADS to five ordinary shares per ADS. As a result, the change in the number of ordinary shares resulting from the reverse stock
split, as well as the change in the number of ADSs resulting from the change in ratio has been applied retroactively to all share and
per share amounts presented in the Registration Statement, as amended, to the extent applicable.

Amendment No. 1 further updates
the amount of shares offered under the Registration Statement, as amended, to reflect a reduced amount due to a number of shares sold
having been sold by the selling stockholders since the Registration Statement was initially declared effective.

Further, in response to the
Staff’s comment, the Company has revised the disclosure in the Explanatory Note of Amendment No. 2 to further clarify the ratio
change and reverse stock split and its effect on the share and per share amounts included therein.

Exhibits

 1. 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.

In response to the Staff’s
comment, the Company respectfully advises the Staff that the incorrect legal opinion was inadvertently filed as an exhibit to Amendment
No. 1 and the Company has filed the correct legal opinion as Exhibit 5.1 to Amendment No. 2. Such legal opinion was originally filed as
Exhibit 5.1 to the Registration Statement on March 8, 2023 and reflects the original number of securities registered at such time prior
to the reverse stock split and ratio change described above.

*           *           *

Securities and Exchange Commission

May 25, 2023

Page 3

If the Staff should have any
questions, or would like further information, concerning the response above, please do not hesitate to contact me at (617) 348-4416 (JSMcCaffrey@mintz.com).

    Sincerely,

    /s/ Jason S. McCaffrey

    Jason S. McCaffrey

 cc: Joshua Gorsky and Laura Crotty, SEC Staff

Stephen Stamp, Chief Executive Officer and Chief Financial Officer

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

CORRESP
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Midatech Pharma PLC

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

March 16, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Daniel Crawford

  Re: Midatech Pharma PLC

Registration Statement on Form F-1 (File No. 333-270353)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Midatech Pharma PLC hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on March 24, 2023, or as soon as practicable
thereafter.

Please call Jason S. McCaffrey
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments or questions regarding
the Registration Statement.

    Very truly yours,

    MIDATECH PHARMA PLC

    By: /s/Stephen Stamp

    Name:
    Stephen Stamp

    Title:
    Chief Executive Officer & Chief Financial Officer

 cc: Jason S. McCaffrey, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

United States securities and exchange commission logo
March 15, 2023
Stephen Stamp
Chief Executive Officer
Midatech Pharma Plc
850 Library Ave., Suite 204
Newark , Delaware 19711
Re:Midatech Pharma Plc
Registration Statement on Form F-1
Filed March 8, 2023
File No. 333-270353
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason McCaffrey, Esq.

CORRESP
1
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Midatech Pharma PLC

1 Caspian Point

Caspian Way

Cardiff, CF10 4DQ

United Kingdom

October 24, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Tyler Howes

  Re: Midatech Pharma PLC

Registration Statement on Form F-3 (File No. 333-267932)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Midatech Pharma PLC hereby respectfully requests that the
Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form F-3 (the “Registration
Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on October 26, 2022, or as soon as practicable
thereafter.

Please call Jason S. McCaffrey
of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Company, at (617) 542-6000, with any comments or questions regarding
the Registration Statement.

    Very truly yours,

    MIDATECH PHARMA PLC

    By:
    /s/
     Stephen Stamp

    Name:

     Stephen Stamp

    Title:

     Chief Executive Officer & Chief Financial Officer

 cc: Jason S. McCaffrey, Esq., Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

130899823v.2

United States securities and exchange commission logo
October 24, 2022
Stephen Stamp
Chief Executive Officer
Midatech Pharma Plc
1 Caspian Point
Caspian Way
Cardiff, CF10 4DQ, United Kingdom
Re:Midatech Pharma Plc
Registration Statement on Form F-3
Filed October 18, 2022
File No. 333-267932
Dear Stephen Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason McCaffrey, Esq.

United States securities and exchange commission logo
August 11, 2020
Stephen Stamp
Chief Executive Officer and Chief Financial Officer
Midatech Pharma Plc
Oddfellows House
19 Newport Road
Cardiff, CF24 0AA, United Kingdom
Re:Midatech Pharma Plc
Registration Statement on Form F-1
Filed August 5, 2020
File No. 333-240984
Dear Mr. Stamp:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Laura Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jason S. McCaffrey

CORRESP
1
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Midatech Pharma PLC

Oddfellows House

19 Newport Road

Cardiff, CF24 0AA

United Kingdom

August 11, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Laura Crotty

 Re: Midatech Pharma PLC

Registration Statement on Form F-1, as amended
(File No. 333-240984)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Midatech Pharma PLC (the “Registrant”)
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form F-1 (as amended to date, the “Registration Statement”) and declare the Registration
Statement effective as of 4:00 p.m., Eastern Time, on August 13, 2020, or as soon as practicable thereafter.

[Signature Page Follows]

    Very truly yours,

    MIDATECH PHARMA PLC

    By:
    /s/ Stephen Stamp

    Name:
    Stephen Stamp

    Title:
    Chief Executive Officer & Chief

Financial Officer

CORRESP
1
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Midatech Pharma PLC

Oddfellows House

19 Newport Road

Cardiff, CF24 0AA

United Kingdom

October 17, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, DC 20549

Attention: Donald Field

    Re:

        Midatech Pharma PLC

        Registration Statement on Form F-3, as amended (File No.
        333-233901)

        Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Midatech Pharma PLC
hereby respectfully requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced
Registration Statement on Form F-3 (as amended to date, the “Registration Statement”) and declare the Registration
Statement effective as of 4:00 p.m., Eastern Time, on October 21, 2019, or as soon as practicable thereafter.

[Signature Page Follows]

    Very truly yours,

    MIDATECH PHARMA PLC

    By: /s/ Stephen Stamp

    Name: Stephen Stamp

    Title:   Chief Financial Officer

CORRESP
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October 11, 2019

FILED VIA EDGAR

Donald Field

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Midatech Pharma PLC

    Registration Statement on Form F-3

    Filed September 23, 2019

    File No. 333-233901

Dear Mr. Field:

On behalf of our
client, Midatech Pharma PLC, a foreign private issuer incorporated under the laws of England and Wales (the
“Company”), we are submitting this letter in response to the written comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”), as contained in your letter of
comment dated October 3, 2019 to the Company regarding the Company’s Registration Statement on Form F-3 (File No.
333-233901) (the “Registration Statement”), as filed with the SEC on September 23, 2019. The Company is
concurrently filing via EDGAR Amendment No. 1 (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 a marked copy
of the Amendment.

The Company respectfully
submits the following response with respect to the comment contained in the October 3, 2019 letter. For ease of reference, the
Staff’s comment is set forth in italic type immediately before the corresponding response submitted by the Company.

Registration Statement on Form F-3

General

 1. Please refer to Section 7.6 of Exhibit 4.2. We note that the depositary is entitled to refer
any dispute or difference for final settlement by arbitration in accordance with the Commercial Arbitration Rules of the American
Arbitration Association. Please revise the prospectus to describe the arbitration provision and to disclose the impact of this
provision on holders of your ADSs for claims under federal securities laws.

In response
to the Staff’s comment, the Company has amended its Deposit Agreement, dated as of December 4, 2015, by and among
the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”) and the holders and
beneficial owners of American depositary shares evidenced by the American depositary receipts issued thereunder, as amended
(the “Deposit Agreement”), to clarify that the arbitration provision relates to claims arising out of the
contractual relationship between the parties and does not preclude an ADS holder from pursuing claims under the federal
securities laws in federal courts. The amended Deposit Agreement also clarifies that no disclaimer of liability under the
federal securities laws is intended by any provision of the Deposit Agreement. The Company filed the amendment to the Deposit
Agreement as Exhibit (a)(3) to its Post-Effective Amendment No. 2 to Form F-6, which was filed with the SEC on October 11,
2019.

Securities and Exchange Commission

October 11, 2019

Page 2

Further, in response
to the Staff’s comment, the Company has revised the disclosure on page 32 of the Amendment to describe the arbitration
provisions of the Deposit Agreement and clarify that such provision does not preclude an ADS holder from pursuing claims under
the federal securities laws in federal courts.

*            *            *

The Company will furnish
a letter at the time its requests acceleration of the effective date of the Registration Statement acknowledging the statements
set forth in the Staff’s comment letter.

If the Staff should
have any questions, or would like further information, concerning the response above, please do not hesitate to contact me at (617)
856-8362 (jmccaffrey@brownrudnick.com).

    Sincerely,

    /s/ Jason S. McCaffrey

    Jason S. McCaffrey

    cc:
    Justin Dobbie, SEC Staff

    Craig Cook, Chief Executive Officer

    Stephen Stamp, Chief Financial Officer

October 3, 2019
Craig Cook
Chief Executive Officer
Midatech Pharma PLC
Oddfellows House
19 Newport Road
Cardiff, United Kingdom
CF24 OAA
Re:Midatech Pharma PLC
Registration Statement on Form F-3
Filed September 23, 2019
File No. 333-233901
Dear Dr. Cook:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form F-3
General
1.Please refer to Section 7.6 of Exhibit 4.2.  We note that the depositary is entitled to refer
any dispute or difference for final settlement by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association.  Please revise the
prospectus to describe the arbitration provision and to disclose the impact of this provision
on holders of your ADSs for claims under the federal securities laws.
            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.

 FirstName LastNameCraig Cook
 Comapany NameMidatech Pharma PLC
 October 3, 2019 Page 2
 FirstName LastName
Craig Cook
Midatech Pharma PLC
October 3, 2019
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Donald Field at 202-551-3680 or Justin Dobbie at 202-551-3469 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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Acceleration Request

 October 20, 2015

BY EDGAR AND ELECTRONIC MAIL

 Securities and
Exchange Commission

 Division of Corporate Finance

 100 F
Street, N.E.

 Washington, DC 20549

 Attention: Johnny Gharib

Re:
Midatech Pharma PLC

 Registration Statement on Form F-4 (File
No. 333-206305)

 Request for Acceleration of Effective Date

Dear Mr. Gharib:

 Pursuant to Rule 461 of
the General Rules and Regulations under the Act of 1933, as amended, Midatech Pharma PLC (the “Company”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date of
the above-referenced Registration Statement on Form F-4 (as amended to date, the “Registration Statement”) and declare the Registration Statement effective as of 3:30 p.m., Eastern Time, on October 22, 2015, or as soon as practicable
thereafter. The Company also requests the Commission to confirm such effective date and time in writing.

 In connection with this request
for acceleration, the Company acknowledges 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 filing;

•

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

 [Signature Page Follows]

 Very truly yours,

MIDATECH PHARMA PLC

By:

/s/ Nicholas Robbins-Cherry

 Name:

 Title:

 Nicholas Robbins-Cherry

 Finance
Director

CORRESP
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Response Letter

 October 8, 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

 Amendment No. 2 to Registration Statement on Form F-4

Filed September 22, 2015

File No. 333-206305

 Dear Mr.
Gharib:

 This letter is in response to your letter of comment dated October 6, 2015 to Mr. James N. Phillips, Chief Executive Officer of
Midatech Pharma PLC (“Midatech” or the “Company”) relating to the Company’s Amendment No. 2 to its Registration Statement on Form F-4 (File No. 333-206305) (the “Registration Statement”), as filed with the
Securities and Exchange Commission (the “Commission”) on September 22, 2015. The Company is concurrently filing via EDGAR Amendment No. 3 (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 October 6, 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.

 Premiums Analysis, page 112

1.
We note your response to our prior comment 20. Please expand your disclosure to describe with greater specificity Aquilo Partners’ criteria for determining that the cited transactions were appropriate for
the comparative analysis.

 In response to the Staff’s comment, the Company has expanded its disclosure on pages 112
through 114 of the Amendment to describe with greater specificity Aquilo Partners’ criteria for determining that the cited transactions were appropriate for comparative analysis. Among other changes, the Company has revised the disclosure to
clarify that all Specialty Pharmaceutical Transactions involving a public company target were marked with an asterisk. Premium information is only available for transactions in which the target company was publicly traded.

2.
Please revise the list of transactions in this section to provide the acquisition date for each of the transactions cited.

 Securities and Exchange Commission

October 8, 2015

 Page 2

 In response to the Staff’s comment, the Company has revised the lists of transactions on
pages 112 through 114 of the Amendment to indicate both the announcement date and acquisition date for each transactions.

 Intellectual
Property, page 213

3.
We note your response to our prior comment 26. Please expand your disclosure for your material patents and patent applications to provide the type of patent protection such as composition of matter, use of
process and the expected expiration dates if your patent applications are approved separate from the expiration dates of your issued patents.

In response to the Staff’s comment, the Company has expanded the disclosure on pages 215 through 219 of the Amendment to provide the
information requested by the Staff.

 Cancer support therapeutics, page 237

4.
Please revise your disclosure regarding the DARA and Alamo agreement to describe the profit share by quantifying the gross margin of sales that must be achieved and to quantify DARA’s portion of
revenues.

 In response to the Staff’s comment, the Company has revised the disclosure on pages 238 through 239
of the Amendment to describe, in connection with the agreement between DARA and Alamo Pharma Services, to quantify the gross margin of sales that must be achieved and to quantify DARA’s portion of revenues.

Information Regarding DARA

 Competition,
page 239

5.
Please expand your disclosure to identify the companies which manufacture the competing products described in this section.

In response to the Staff’s comment, the Company has revised the disclosure on pages 240 through 241 of the Amendment to identify the
companies which manufacture the competing products described the section.

 Licenses, page 240

6.
We note your response to our comment 9. Please expand your disclosure regarding the Rosemont agreement to provide the aggregate milestones payable under the agreement. In addition, please expand your
disclosure regarding the Helsinn agreement to provide the up-front payment, aggregate milestones and the royalties within a ten percent range (i.e. single digits, teens, twenties, etc…).

In response to the Staff’s comment, the Company has expanded its disclosure regarding (i) DARA’s agreement with Rosemont to provide
the aggregate milestones payable under the Agreement, and (ii) agreement with Helsinn to provide the up-front payment, aggregate milestones and the royalties within a ten percent range.

 Securities and Exchange Commission

October 8, 2015

  Page
 3

*        *        *

The Company will furnish a letter at the time its requests acceleration of the effective date of the Registration Statement acknowledging the
statements set forth in the Staff’s comment letter.

 If the Staff should have any questions, or would like further information,
concerning any of the responses above, please do not hesitate to contact the undersigned at +44 1235 841 575 or the Company’s legal counsel, Samuel Williams of Brown Rudnick LLP at (617) 856-8353. Midatech thanks you in advance for your
attention to the above.

Sincerely,

MIDATECH PHARMA PLC

/s/ James N. Phillips

James N. Phillips

Chief Executive Officer

cc:
Suzanne Hayes, Assitant Director, SEC Staff

 Bryan Pitko, SEC Staff

Sasha Parikh, SEC Staff

 Lisa
Vanjoske, SEC Staff

 Samuel P. Williams, Esq., Brown Rudnick LLP

Mark Busch, K&L Gates LLP

Mail Stop 4720

October 6 , 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
Amendment No. 2 to Registration Statement on Form F -4
Filed September 22 , 2015
  File No. 333 -206305

Dear Mr. Phillips:

We have reviewed the second amendment to your registration statement and your
response letter filed on September 22, 2015 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 t he information you
provide in response to these comments, we may have additional comments.

Premiums Analysis, page 112

1. We note your response to our prior comment 20.  Please expand your disclosure to
describe with greater specificity Aquilo Partners’  criteria for determining that the cited
transactions were appropriate for comparative analysis.

2. Please revise the list of transactions in this section to provide the acquisition date for each
of the transactions cited.

James N. Phillips
Midatech PLC
October 6, 2015
Page 2

Intellectual Property, page 213

3. We note your response to our prior comment 26.  Please expand your disclosure for your
material patents and patent applications to provide the type of patent protection such as
composition of matter, use or process and the expected expiration dates if yo ur patent
applications are approved separate from the expiration dates of your issued patents.

Cancer support therapeutics, page 237

4. Please revise your disclosure regarding the DARA and Alamo agreement to describe the
profit share by quantifying the gross margin of sales that must be achieved and to
quantify DARA’s portion of revenues.

Information Regarding DARA
Competition, page 239

5. Please expand your disclosure to identify the companies which manufacture the
competing products described in this section.

Licenses, page 240

6. We note your response to our comment 9.  Please expand your disclosure regarding the
Rosemont agreement to pr ovide the aggregate milestones payable under the agreement.
In addition, please expand your disclosure regarding the Helsinn agreement to provide
the up -front payment, aggregate milestones and the royalties within a ten percent range
(i.e. single digits, teens, twenties, etc…).

You may contact Sasha Parikh at (202) 551 -3627 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Johnny Gharib at (202) 551 -3170, Bryan Pi tko at (202) 551 -3203 or me at (202) 551 -
3675 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Via E -mail
 Samuel P. Williams, Esq.
 Brown Rudnick LLP

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

 Securities and Exchange Commission

September 22, 2015

  Page
 2

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.

 2

 Securities and Exchange Commission

September 22, 2015

  Page
 3

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.

 Securities and Exchange Commission

September 22, 2015

  Page
 4

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.

 Securities and Exchange Commission

September 22, 2015

  Page
 5

 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.

 Securities and Exchange Commission

September 22, 2015

  Page
 6

 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

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