Receipt of Nasdaq Delisting Determination - Plans to Appeal

Rhea-AI Summary

Biodexa Pharmaceuticals PLC (Nasdaq: BDRX) received a delisting determination from Nasdaq on August 27, 2024, due to its stock closing below $1.00 for 30 consecutive business days. This violates Nasdaq Listing Rule 5550(a)(2). The company is not eligible for the usual 180-day compliance period because it has effected reverse stock splits with a cumulative ratio of 250:1 or more over the past two years.

Biodexa plans to appeal the decision by requesting a hearing before the Nasdaq Hearings Panel. This request will automatically stay any suspension or delisting action pending the hearing and any additional extension period granted by the Panel. The company remains focused on developing innovative products for diseases with unmet medical needs.

Positive

• Company plans to appeal the delisting determination
• Automatic stay of suspension/delisting upon hearing request

Negative

• Received Nasdaq delisting determination
• Stock price below $1.00 for 30 consecutive business days
• Not eligible for 180-day compliance period due to previous reverse stock splits
• Risk of potential delisting from Nasdaq Capital Market

Financial Analyst

The delisting notice from Nasdaq is a significant concern for Biodexa Pharmaceuticals. This development could have severe implications for the company's market visibility and ability to raise capital. The fact that Biodexa is not eligible for the standard 180-day compliance period due to its history of reverse stock splits is particularly troubling, indicating persistent financial struggles.

While the company plans to appeal, investors should be aware that delisting often leads to reduced liquidity and increased volatility in stock price. The company's focus on acquisitions may be challenging to maintain if it loses its Nasdaq listing, potentially impacting its growth strategy. Shareholders should closely monitor the outcome of the appeal and any subsequent strategic decisions by management.

Legal Expert

Biodexa's decision to appeal the delisting determination is a standard procedural move. The automatic stay on suspension/delisting during the appeal process provides a temporary reprieve, but it's important to note that this doesn't guarantee a favorable outcome. The Panel will likely scrutinize the company's financial viability and plans for compliance with Nasdaq's listing requirements.

The company's history of multiple reverse stock splits, totaling a ratio of 250:1 or more over two years, suggests a pattern of financial distress. This history may weaken Biodexa's position in the appeal. Investors should be prepared for potential outcomes, including possible alternative listing venues or private company status if the appeal is unsuccessful.

August 30, 2024

Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)
Receipt of Nasdaq Delisting Determination

Plans to Appeal

Biodexa Pharmaceuticals PLC (Nasdaq: BDRX), an acquisition-focused clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs, announced today that on August 27, 2024, it received a Staff Determination letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of the Staff’s determination to delist the Company’s securities from The Nasdaq Capital Market because the Company’s securities have had a closing bid price below $1.00 for 30 consecutive business days, which triggers a notice of delisting pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Rule”). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Rule. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company effected reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

Accordingly, and as described in the Letter, unless the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

About Biodexa Pharmaceuticals PLC

Biodexa Pharmaceuticals PLC (listed on NASDAQ: BDRX) is a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs. The Company’s lead development programs include eRapa, under development for Familial Adenomatous Polyposis and Non-Muscle Invasive Blader Cancer: tolimidone, under development for the treatment of type 1 diabetes; and MTX110, which is being studied in aggressive rare/orphan brain cancer indications.

eRapa is a proprietary oral tablet formulation of rapamycin, also known as sirolimus. Rapamycin is an mTOR (mammalian Target Of Rapamycin) inhibitor. mTOR has been shown to have a significant role in the signaling pathway that regulates cellular metabolism, growth and proliferation and is activated during tumorgenesis.

Tolimidone is an orally delivered, potent and selective inhibitor of Lyn kinase. Lyn is a member of the Src family of protein tyrosine kinases, which is mainly expressed in hematopoietic cells, in neural tissues, liver, and adipose tissue. Tolimidone demonstrates glycemic control via insulin sensitization in animal models of diabetes and has the potential to become a first in class blood glucose modulating agent.

MTX110 is a solubilised formulation of the histone deacetylase (HDAC) inhibitor, panobinostat. This proprietary formulation enables delivery of the product via convection-enhanced delivery (CED) at chemotherapeutic doses directly to the site of the tumor, by-passing the blood-brain barrier and potentially avoiding systemic toxicity.

Biodexa is supported by three proprietary drug delivery technologies focused on improving the bio-delivery and bio-distribution of medicines. Biodexa’s headquarters and R&D facility is in Cardiff, UK. For more information visit www.biodexapharma.com.

Forward-Looking Statements

Certain statements in this announcement may constitute “forward-looking statements” within the meaning of legislation in the United Kingdom and/or United States. Such statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements including, but not limited to, the anticipated net proceeds, and the anticipated use of proceeds therefrom, and projected cash runway. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved.” Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein.

Reference should be made to those documents that Biodexa shall file from time to time or announcements that may be made by Biodexa in accordance with the rules and regulations promulgated by the SEC, which contain and identify other important factors that could cause actual results to differ materially from those contained in any projections or forward-looking statements. These forward-looking statements speak only as of the date of this announcement. All subsequent written and oral forward-looking statements by or concerning Biodexa are expressly qualified in their entirety by the cautionary statements above. Except as may be required under relevant laws in the United States, Biodexa does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or events otherwise arising.

FAQ

Why did Biodexa Pharmaceuticals (BDRX) receive a delisting determination from Nasdaq?

Biodexa Pharmaceuticals (BDRX) received a delisting determination from Nasdaq on August 27, 2024, because its stock closing bid price was below $1.00 for 30 consecutive business days, violating Nasdaq Listing Rule 5550(a)(2).

Is Biodexa Pharmaceuticals (BDRX) eligible for the 180-day compliance period?

No, Biodexa Pharmaceuticals (BDRX) is not eligible for the 180-day compliance period because it has effected reverse stock splits with a cumulative ratio of 250:1 or more over the past two years.

What action is Biodexa Pharmaceuticals (BDRX) taking in response to the Nasdaq delisting determination?

Biodexa Pharmaceuticals (BDRX) intends to appeal the decision by requesting a hearing before the Nasdaq Hearings Panel, which will automatically stay any suspension or delisting action pending the hearing and any additional extension period granted.

When did Biodexa Pharmaceuticals (BDRX) receive the Nasdaq Staff Determination letter?

Biodexa Pharmaceuticals (BDRX) received the Nasdaq Staff Determination letter on August 27, 2024.