SEC Form SC 13G filed by Biodexa Pharmaceuticals plc American Depositary Shs
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
| BIODEXA PHARMACEUTICALS PLC |
| (Name of Issuer) |
| AMERICAN DEPOSITORY SHARES** |
| (Title of Class of Securities) |
| 59564R708*** |
| (CUSIP Number) |
| July 15, 2024 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
| ** | Each American Depository Share represents 400 ordinary shares, nominal value £0.001 per share, of the Issuer. |
| *** | The CUSIP number applies to the American Depositary Shares of the Issuer. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 59564R708
| 1. | Names of Reporting Persons
Brio Capital Master Fund Ltd. |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
1,427,861 American Depository Shares(1) (2) |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
1,427,861 American Depository Shares(1) (2) | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,427,861 American Depository Shares(1) (2) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☒
See footnote (2) below. (See Instructions) |
| 11. | Percent of Class Represented by Amount in Row (9)
9.83%(3) |
| 12. | Type of Reporting Person (See Instructions)
CO |
| (1) | Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. |
| (2) | This amount excludes American Depository Shares issuable upon exercise of the Warrants since each of these Warrants is not exercisable when holder beneficially owns in excess of 4.99% of the outstanding shares. |
| (3) | Percentage calculation is based on the number of ordinary shares outstanding as of July 23, 2024, as reported on the company’s website. |
2
CUSIP No. 59564R708
| 1. | Names of Reporting Persons
Brio Capital Management LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. | SEC Use Only
|
| 4. | Citizenship or Place of Organization
Delaware, United States |
Number of Shares Beneficially Owned By Each Reporting Person With: |
5. | Sole Voting Power
1,427,861 American Depository Shares (4)(5) |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
1,427,861 American Depository Shares (4)(5) | |
| 8. | Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,427,861 American Depository Shares (4)(5) |
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☒
See footnote (5) below. (See Instructions) |
| 11. | Percent of Class Represented by Amount in Row (9)
9.83%(6) |
| 12. | Type of Reporting Person (See Instructions)
CO |
| (4) | Brio Capital Management LLC, is the investment manager of Brio Capital Master Fund Ltd. and has the voting and investment discretion over securities held by Brio Capital Master Fund Ltd. Shaye Hirsch, in his capacity as Managing Member of Brio Capital Management LLC, makes voting and investment decisions on behalf of Brio Capital Management LLC in its capacity as the investment manager of Brio Capital Master Fund Ltd. |
| (5) | This amount excludes American Depository Shares issuable upon exercise of the Warrants since each of these Warrants is not exercisable when holder beneficially owns in excess of 4.99% of the outstanding shares. |
| (6) | Percentage calculation is based on the number of ordinary shares outstanding as of July 23, 2024, as reported on the company’s website. |
3
| Item 1(a). | Name of Issuer |
| Biodexa Pharmaceuticals PLC (the “Issuer”) | |
| Item 1(b). | Address of the Issuer’s Principal Executive Offices |
|
1 Caspian Point, Caspian Way Cardiff, CF10 4DQ, United Kingdom. | |
| Item 2(a). | Names of Persons Filing |
This Schedule 13G is filed jointly by:
| Brio Capital Master Fund Ltd. | |
| Brio Capital Management LLC |
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person.
Each Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: |
| c/o Brio Capital Management LLC, 100 Merrick Road, Suite 401 W. Rockville Center, NY 11570. | |
| Item 2(c). | Citizenship |
|
Brio Capital Master Fund Ltd. – Cayman Islands Brio Capital Management LLC – United States |
| Item 2(d). | Title of Class of Securities |
|
American Depository Shares. Each American Depository Share represents 400 ordinary shares, nominal value £0.001 per share, of the Issuer. | |
| Item 2(e). | CUSIP Number |
| 59564R708 | |
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| ¨ | (a) Broker or Dealer registered under Section 15 of the Exchange Act. | |
| ¨ | (b) Bank as defined in Section 3(a)(b) or the Exchange Act. | |
| ¨ | (c) Insurance company as defined in Section 3(a)(19) of the Exchange Act. | |
| ¨ | (d) Investment company registered under Section 8 of the Investment Company Act. |
| ¨ | (e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e). | |
| ¨ | (f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f). | |
| ¨ | (g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g). | |
| ¨ | (h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| ¨ |
(i) A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act. | |
| ¨ | (j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j). | |
| Not applicable |
4
| Item 4. |
Ownership
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of each Cover Page and is incorporated herein by reference.
Each Reporting Person expressly declares that neither the filing of this statement nor anything herein shall be construed as an admission that such Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Not Applicable | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not Applicable | |
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group |
| Not Applicable | |
| Item 9. | Notice of Dissolution of Group |
| Not Applicable | |
| Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
5
LIST OF EXHIBITS
| Exhibit No. | Description | |
| Exhibit 1 | Joint Filing Agreement |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATE: July 23, 2024
| Brio Capital Master Fund Ltd., | |||
| a Cayman Islands Exempted Company | |||
| By: | Brio Capital Management LLC, its Investment Manager | ||
| By: | /s/ Shaye Hirsch | ||
| Name: | Shaye Hirsch | ||
| Title: | Managing Member | ||
| Brio Capital Management LLC, | |||
| a Delaware limited liability company | |||
| By: | /s/ Shaye Hirsch | ||
| Name: | Shaye Hirsch | ||
| Title: | Managing Member | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
7