TC BioPharm Announces Public Offering Agreement

TL;DR

TC BioPharm inked a deal for a public offering on Aug 13th, details TBD.

AI Summary

On August 13, 2024, TC BioPharm (Holdings) plc entered into a Securities Purchase Agreement with an investor for a public offering. The filing does not specify the dollar amount or the number of securities involved in this offering.

Why It Matters

This filing indicates TC BioPharm is engaging in a public offering, which could impact its share structure and funding for future operations.

Risk Assessment

Risk Level: medium — Public offerings can dilute existing shareholders and the lack of specific financial details in this initial report introduces uncertainty.

Key Players & Entities

• TC BioPharm (Holdings) plc (company) — Registrant
• August 13, 2024 (date) — Date of Securities Purchase Agreement
• Securities Purchase Agreement (document) — Agreement for public offering

FAQ

Key Financial Figures

• $1.00 — for each ADS and associated Warrant is $1.00 and the purchase price per each Pre-Fun
• $0.999 — unded Warrant and associated Warrant is $0.999. The Warrants are immediately exercisab
• $1 — ve an exercise price of £0.78 (or $1.00, as translated for illustration to U
• $1.277 — . dollars at the rate of £1.00 to $1.277 as of August 12, 2024) per ADS, subject
• $0.001 — ercised in full at an exercise price of $0.001 per ADS, subject to adjustment therein.
• $2.0 million — Offering resulted in gross proceeds of $2.0 million before deducting related offering expen
• $2.5 million — quity was below the required minimum of $2.5 million (the “Minimum Stockholders’

Filing Documents

• form6-k.htm (6-K) — 31KB
• ex10-1.htm (EX-10.1) — 129KB
• ex10-2.htm (EX-10.2) — 130KB
• ex10-3.htm (EX-10.3) — 230KB
• ex99-1.htm (EX-99.1) — 9KB
• 0001493152-24-032528.txt ( ) — 530KB

From the Filing

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number 001-41231 TC BIOPHARM (HOLDINGS) PLC (Translation of registrant’s name into English) Maxim 1, 2 Parklands Way Holytown, Motherwell, ML1 4WR Scotland, United Kingdom +44 (0) 141 433 7557 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F Form 40-F August 2024 Public Offering On August 13, 2024, TC BioPharm (Holdings) plc (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor (the “Investor”) pursuant to which the Company agreed to issue and sell to the Investor in a best-efforts public offering 23,950 American Depositary Shares (the “ADSs”) representing 4,790,000 ordinary shares, par value £0.0001 per share (the “Ordinary Shares”), pre-funded warrants to purchase up to 1,976,050 ADS representing 395,210,000 Ordinary Shares (the “Pre-Funded Warrants”), and series G purchase warrants to purchase up to 2,000,000 ADSs representing 400,000,000 Ordinary Shares (the “Warrants” and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated Warrant is $1.00 and the purchase price per each Pre-Funded Warrant and associated Warrant is $0.999. The Warrants are immediately exercisable, will expire one (1) year from the date of issuance and have an exercise price of £0.78 (or $1.00, as translated for illustration to U.S. dollars at the rate of £1.00 to $1.277 as of August 12, 2024) per ADS, subject to adjustment as set forth therein. The Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001 per ADS, subject to adjustment therein. The offering (the “Offering”) closed on August 15, 2024. The Offering resulted in gross proceeds of $2.0 million before deducting related offering expenses. The Securities were offered by the Company pursuant to a registration statement on Form F-1 (File No. 333-280659), and each amendment thereto, which was declared effective by the Securities and Exchange Commission (the “Commission”) on August 12, 2024. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the contracting parties. Accordingly, such agreements are incorporated herein by reference only to provide information regarding the terms of such agreements, and not to provide any other factual information regarding us or our business, and should be read in conjunction with the disclosures in our periodic reports and other filings with the Commission. The foregoing description of the Pre-Funded Warrants, the Warrants, and the Purchase Agreement does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the full text of the forms of such agreements, copies of which are attached hereto as Exhibits 10.1, 10.2, and 10.3 respectively. On August 13, 2024, the Company issued a press release announcing the pricing of the Offering described above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Stockholders Equity Compliance As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2024 (the “May 20 8-K’), on May 15, 2024, the Company filed its Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”). As noted in the Form 10-Q, the Company was not in compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because its stockholders’ equity was below the required minimum of $2.5 million (the “Minimum Stockholders’ Equity Requirement”) at March 31, 2024. On May 24, 2024, the Company received written notification from the listing qualifications staff of the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the Company was not in compliance with the Minimum Stockholders’ Equity Requirement, as of March 31, 2024. This letter indicated that while Nasdaq estimates the Company is currently in compliance with the Minimum Stockholders’ Equity Requirement it notes that based on the historical burn rate, without a significant transaction, th

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