Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
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. 59564R500 |
|
13G |
|
Page 2 of 9 Pages |
|
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ionic Ventures, 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
California, United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
18,036,925 (1) |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
18,036,925 (1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,036,925 (1) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE OF REPORTING PERSON (see instructions)
OO |
| (1) | As more fully described in Item 4, this does not give full effect to pre-funded purchase warrants (the “Pre-Funded
Warrants”), Series A Purchase Warrants (the “Series A Warrants”), and Series B Purchase Warrants (the
“Series B Warrants”) owned by the reporting person subject to a beneficial ownership blocker. |
CUSIP
No. 59564R500 |
|
13G |
|
Page 3 of 9 Pages |
|
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brendan O’Neil |
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
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
18,036,925 (1) |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
18,036,925 (1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,036,925 (1) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | As more fully described in Item 4, this does not give full effect to Pre-Funded Warrants, Series A Warrants, and Series B Warrants
owned by the reporting person subject to a beneficial ownership blocker. |
CUSIP No. 59564R500 |
|
13G |
|
Page 4 of 9 Pages |
|
|
1. |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Keith Coulston |
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
United States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5. |
SOLE VOTING POWER
0 |
6. |
SHARED VOTING POWER
18,036,925 (1) |
7. |
SOLE DISPOSITIVE POWER
0 |
8. |
SHARED DISPOSITIVE POWER
18,036,925 (1) |
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,036,925 (1) |
10. |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% |
12. |
TYPE OF REPORTING PERSON (see instructions)
IN |
| (1) | As more fully described in Item 4, this does not give full effect to Pre-Funded Warrants, Series A Warrants, and Series B Warrants
owned by the reporting person subject to a beneficial ownership blocker. |
CUSIP No. 59564R500 |
|
13G |
|
Page 5 of 9 Pages |
Item 1(a). Name of Issuer:
Midatech Pharma Plc (the “Issuer”).
Item 1(b). Address of Issuer’s Principal Executive
Offices:
The Issuer’s principal executive offices are located at
1 Caspian Point, Caspian Way, Cardiff, United Kingdom, CF10 4DQ.
Item 2(a). Names of Persons Filing:
This statement is filed by: |
|
|
|
(i) |
Ionic Ventures LLC, a California limited liability company (“Ionic”); |
|
|
|
(ii) |
Brendan O’Neil (“Mr. O’Neil”); and |
|
|
|
(iii) |
Keith Coulston (“Mr. Coulston”). |
The foregoing persons are hereinafter sometimes collectively
referred to as the (“Reporting Persons”). Any disclosures herein with respect to persons other than the Reporting
Persons are made on information and belief after making inquiry to the appropriate party.
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 they have agreed to file this Schedule 13G jointly
in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this statement should not be construed in and
of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
The principal business address of each of the Reporting Persons
is 3053 Fillmore St, Suite 256, San Francisco, CA 94123.
Item 2(c). Citizenship:
Ionic is a limited liability company organized under the laws
of California. Each of Mr. O’Neil and Mr. Coulston is a citizen of the United States.
Item 2(d). Title of Class of Securities:
The title of the class of securities to which this statement relates American
Depository Shares (“ADS”), with each ADS representing twenty-five (25) ordinary shares, nominal value 0.1p per share (the
“Shares”).
Item 2(e). CUSIP Number: 59564R500, which applies to
the ADS of the Issuer.
CUSIP No. 59564R500 |
|
13G |
|
Page 6 of 9 Pages |
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.
Item 4. Ownership.
The number of Shares reported as beneficially owned consists of 18,043,600
Shares (represented by 721,477 ADS) that were acquired in a private placement (the “Offering”). The Company’s Report
of Foreign Private Issuer on Form 6-K, filed on February 9, 2023, indicates the Company will issue 65,004,000 Shares (represented by 2,600,160
ADS) in the Offering. Prior to the Offering, the Company disclosed in Exhibit 99.3 to its Report of Foreign Private Issuer on Form 6-K,
filed on January 6, 2023, that there were 108,342,738 Shares outstanding as of January 5, 2023.
As of March 6, 2023, the Reporting Persons hold (i) 18,043,600 Shares (represented
by 721,477 ADS); and (ii) additional ADS upon the exercise of 1,002,660 Pre-Funded Purchase Warrants, 1,724,137 Series A Warrants, and
2,586,206 Series B Warrants held by the Reporting Persons, all subject to a 9.99% Blocker. Due to the Blocker, the Reporting Persons are
prohibited from exercising the Pre-Funded Warrants, Series A Warrants, and Series B Warrants if, as a result of such exercise, the holder,
together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially
own more than 9.99% of the total number of shares of ADS then issued and outstanding immediately after giving effect to the exercise.
Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to exercise
all of the Pre-Funded Warrants, Series A Warrants, or Series B Warrants due to the Blocker.
As of March 6, 2023, Ionic is the beneficial owner of 721,477 ADS, (the
“ADS”). Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may
be exercised by its managers, Mr. O’Neil and Mr. Coulston. Mr. O’Neil and Mr. Coulston, as managers of Ionic, have shared
power to vote and/or dispose of the ADS beneficially owned by Ionic. Neither Mr. O’Neil nor Mr. Coulston directly owns any Ordinary
Shares or ADS of the Issuer. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O’Neil and Mr. Coulston may be deemed
to beneficially own the ADS beneficially owned by Ionic.
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 ☐.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
CUSIP No. 59564R500 |
|
13G |
|
Page 7 of 9 Pages |
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company.
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.
CUSIP No. 59564R500 |
|
13G |
|
Page 8 of 9 Pages |
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: March 6, 2023 |
IONIC VENTURES, LLC |
|
|
|
/s/ Keith Coulston |
|
Name: Keith Coulston |
|
Title: Partner |
|
|
|
/s/ Brendan O’Neil |
|
Brendan O’Neil |
|
|
|
/s/ Keith Coulston |
|
Keith Coulston |
CUSIP No. 59564R500 |
|
13G |
|
Page 9 of 9 Pages |
|
|
|
|
|
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
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 agreements. 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 or it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate. The undersigned hereby further agree that this Joint Filing Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and
the same instrument.
Date: March 6, 2023 |
IONIC VENTURES, LLC |
|
|
|
/s/ Keith Coulston |
|
Name: Keith Coulston |
|
Title: Partner |
|
|
|
/s/ Brendan O’Neil |
|
Brendan O’Neil |
|
|
|
/s/ Keith Coulston |
|
Keith Coulston |