SEC Form SC 13G filed by Biodexa Pharmaceuticals plc American Depositary Shs
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. )*
Biodexa Pharmaceuticals PLC
(Name of Issuer)
American Depositary Shares, each representing 400 Ordinary Shares
(Title of Class of Securities)
59564R708**
(CUSIP Number)
July 19, 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:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | 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 the disclosures provided in a prior cover page.
** There is no CUSIP number assigned to the ordinary shares, nominal value £0.001 per share, of the Issuer (the “Ordinary Shares”). CUSIP number 59564R708 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer, which are listed on the Nasdaq Capital Market under the symbol “BDRX.” Each ADS represents four hundred (400) Ordinary Shares.
The information required in the remainder of this cover page shall not be deemed to be “filed” for purposes 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 Iroquois Capital Management L.L.C. | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o | ||
| (3) | SEC Use Only | ||
| (4) | Citizenship or Place of Organization Delaware | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power 0 | |
| (6) | Shared Voting Power 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (7) | Sole Dispositive Power 0 | ||
| (8) | Shared Dispositive Power 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| (11) | Percent of Class Represented by Amount in Row (9) 7.3% | ||
| (12) | Type of Reporting Person (See Instructions) OO | ||
* As more fully described in Item 4, the Pre-Funded Warrants are subject to a 9.99% blocker and certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| CUSIP No: 59564R708 | |||
| (1) | Names of Reporting Persons Richard Abbe | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o | ||
| (3) | SEC Use Only | ||
| (4) | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power 608,510 American Depositary Shares (representing 243,404,000 Ordinary Shares) 1,704,966 American Depositary Shares (representing 681,986,400 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | |
| (6) | Shared Voting Power 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (7) | Sole Dispositive Power 1,704,966 American Depositary Shares (representing 681,986,400 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (8) | Shared Dispositive Power 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 2,801,940 American Depositary Shares (representing 1,120,776,000 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| (11) | Percent of Class Represented by Amount in Row (9) 9.99% | |
| (12) | Type of Reporting Person (See Instructions) IN; HC |
* As more fully described in Item 4, the Pre-Funded Warrants are subject to a 9.99% blocker and certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| CUSIP No: 59564R708 | |||
| (1) | Names of Reporting Persons Kimberly Page | ||
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) | ||
| (a) | o | ||
| (b) | o | ||
| (3) | SEC Use Only | ||
| (4) | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
(5) | Sole Voting Power 0 | |
| (6) | Shared Voting Power 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (7) | Sole Dispositive Power 0 | ||
| (8) | Shared Dispositive Power 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (9) | Aggregate Amount Beneficially Owned by Each Reporting Person 1,096,974 American Depositary Shares (representing 438,789,600 Ordinary Shares) issuable upon exercise of Warrants (See Item 4)* | ||
| (10) | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | ||
| (11) | Percent of Class Represented by Amount in Row (9) 7.3% | ||
| (12) | Type of Reporting Person (See Instructions) IN | ||
* As more fully described in Item 4, the Pre-Funded Warrants are subject to a 9.99% blocker and certain Warrants are subject to a 4.99% blocker and certain Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full exercise of such reported securities and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).
| CUSIP No: 59564R708 | |||
| Item 1. | |||
| (a) | Name of Issuer Biodexa Pharmaceuticals PLC (the “Company”) | ||
| (b) |
Address of Issuer’s Principal Executive Offices Cardiff, CF10 4DQ, United Kingdom | ||
| Item 2 (a). | Name of Person Filing | ||
| Item 2 (b). | Address of Principal Business Office or, if none, Residence | ||
| Item 2 (c). |
Citizenship
This Schedule 13G is being filed on behalf of (i) Iroquois Capital Management L.L.C., a Delaware limited liability company (“Iroquois”), (ii) Richard Abbe, an individual who is a citizen of the United States of America and (iii) Kimberly Page, an individual who is a citizen of the United States of America (“Mr. Abbe” and “Ms. Page,” together with Iroquois, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The principal business office of all of the Reporting Persons is 2 Overhill Road, Scarsdale, New York 10583.
| ||
| Item 2 (d) |
Title of Class of Securities
| ||
| Item 2 (e) |
CUSIP Number
| ||
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
| ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | |
| (k) | o |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 5,808,395,322 Ordinary Shares issued and outstanding as represented on the Company’s website as of July 23, 2024, and further assumes the exercise of the Company’s reported pre-funded warrants and warrants (collectively, the “Reported Warrants”), each subject to the Blockers (as defined below).
Pursuant to the terms of the Reported Warrants, the Reporting Persons cannot exercise the Reported Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Ordinary Shares with respect to the Pre-Funded Warrants, more than 4.99% of the outstanding Ordinary Shares with respect to certain Warrants and more than 9.99% of the outstanding Ordinary Shares with respect to certain Warrants (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers, if applicable.
As of the date of the event which requires filing of this statement, Iroquois Master Fund Ltd. (“Iroquois Master Fund”) held 327,660 ADSs (represented by 131,064,000 Ordinary Shares) and Reported Warrants to purchase 1,141,654 ADSs (represented by 456,661,600 Ordinary Shares) (subject to the Blockers) and Iroquois Capital Investment Group LLC (“ICIG”) held 608,510 ADSs (represented by 243,404,000 Ordinary Shares) and Reported Warrants to purchase 1,787,945 ADSs (represented by 715,178,000 Ordinary Shares) (subject to the Blockers).
Mr. Abbe shares authority and responsibility for the investments made on behalf of Iroquois Master Fund with Ms. Kimberly Page, each of whom is a director of the Iroquois Master Fund. As such, Mr. Abbe and Ms. Page may each be deemed to be the beneficial owner of all Ordinary Shares (and ADSs) held by and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund. Iroquois Capital is the investment advisor for Iroquois Master Fund and Mr. Abbe is the President of Iroquois Capital. Mr. Abbe has the sole authority and responsibility for the investments made on behalf of ICIG. As such, Mr. Abbe may be deemed to be the beneficial owner of all Ordinary Shares (and ADSs) held by and underlying the Reported Warrants (each subject to the Blockers) held by, Iroquois Master Fund and ICIG. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of Ordinary Shares (or ADSs) owned by another Reporting Person. Each of the Reporting Persons hereby disclaims any beneficial ownership of any such Ordinary Shares (and ADSs) except to the extent of their pecuniary interest therein.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o
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
See Exhibit 1.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below each of the undersigned certifies that, to the best of its 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.
SIGNATURES
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: August 5, 2024
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | |||
| By: | /s/ Richard Abbe | ||
| Richard Abbe, President | |||
| /s/ Richard Abbe | |||
| Richard Abbe | |||
| /s/ Kimberly Page | |||
| Kimberly Page | |||
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
Date: August 5, 2024
| IROQUOIS CAPITAL MANAGEMENT L.L.C. | |||
| By: | /s/ Richard Abbe | ||
| Richard Abbe, President | |||
| /s/ Richard Abbe | |||
| Richard Abbe | |||
| /s/ Kimberly Page | |||
| Kimberly Page | |||