Result of General Meeting
May 2, 2025
Biodexa Pharmaceuticals PLC
('Biodexa' or the 'Company')
Result of General Meeting
Biodexa Pharmaceuticals PLC, (Nasdaq: BDRX), a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs announces that at its General Meeting held at 1.00pm BST today, ordinary resolutions 1 and 2 were passed by majorities of 62% and 61%, respectively. Special resolution 3 failed to pass with a majority vote of 71%. Because resolution 1 was contingent on the passing of resolution 3, resolution 1 also failed to pass.
Commenting, Dr. Stephen Parker, Chairman of Biodexa said 'It is unfortunate that resolution 3 failed to pass by 4%. Reducing the nominal value would not change the number of ordinary shares (or ADSs) in issue but would provide the Company greater flexibility in future fundraises. The Company will bring forward alternative proposals in due course.'
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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 Bladder 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 ( m ammalian T arget O f R apamycin) inhibitor. mTOR has been shown to have a significant role in the signalling pathway that regulates cellular metabolism, growth and proliferation and is activated during tumorigenesis.
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 glycaemic 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 solubilized 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. 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.
Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same.
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The forward-looking statements are not historical facts, and are based upon Duluth Trading's current expectations, beliefs, estimates, and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond Duluth Trading's control. Duluth Trading's expectations, beliefs and projections are expressed in good faith, and Duluth Trading believes there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs, estimates, and projections will be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the forward-looking statements, including, among others, the risks, uncertainties, and factors set forth under Part 1, Item 1A 'Risk Factors' in the Company's Annual Report on Form 10-K filed with the SEC on March 21, 2025 and other factors as may be periodically described in Duluth Trading's subsequent filings with the SEC. 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Forward-looking statements speak only as of the date the statements are made. Duluth Trading assumes no obligation to update forward-looking statements to reflect actual results, subsequent events or circumstances or other changes affecting forward-looking information except to the extent required by applicable securities laws. The Company revised its prior period financial statements for an accounting correction related to sales tax collections to the Company's Condensed Consolidated Balance Sheets that are primarily related to accrued expenses and other current liabilities, deferred taxes and retained earnings, as well as corresponding impacts to the Company's other Consolidated Financial Statements. The impacts of these revisions were not material to the Company's previously filed financial statements. These revisions relate to immaterial corrections that were identified by management and when accumulated, required a correction to the Company's previously filed financial statements. (Tables Follow)DULUTH HOLDINGS Consolidated Balance Sheets(Unaudited) (Amounts in thousands) May 4, 2025 February 2, 2025 April 28, 2024 ASSETS Current Assets: Cash and cash equivalents $ 8,579 $ 3,335 $ 6,799 Receivables 4,248 3,970 10,572 Income tax receivable — — 84 Inventory, net 176,108 166,545 136,434 Prepaid expenses & other current assets 22,189 17,781 17,537 Total current assets 211,124 191,631 171,426 Property and equipment, net 106,274 111,560 126,526 Operating lease right-of-use assets 100,076 102,663 117,400 Finance lease right-of-use assets, net 32,112 32,957 38,432 Available-for-sale security 4,860 4,491 4,798 Other assets, net 9,259 9,140 9,629 Deferred tax assets — — 3,942 Total assets $ 463,705 $ 452,442 $ 472,153 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 45,940 $ 73,882 $ 37,419 Accrued expenses and other current liabilities 27,543 35,684 29,712 Income taxes payable 65 65 — Current portion of operating lease liabilities 15,875 15,534 16,619 Current portion of finance lease liabilities 2,578 2,541 3,253 Line of credit 64,000 — 11,000 Current maturities of TRI long-term debt1 953 931 867 Total current liabilities 156,954 128,637 98,870 Operating lease liabilities, less current maturities 86,471 89,222 102,188 Finance lease liabilities, less current maturities 29,962 30,621 33,435 Duluth long-term debt, less current maturities — — — TRI long-term debt, less current maturities1 24,054 24,283 24,933 Deferred tax liabilities 1,371 — — Total liabilities 298,812 272,763 259,426 Shareholders' equity: Treasury stock (2,596 ) (2,332 ) (2,121 ) Capital stock 108,329 108,009 105,061 Retained earnings 62,428 77,721 113,367 Accumulated other comprehensive loss, net (300 ) (722 ) (532 ) Total shareholders' equity of Duluth Holdings Inc. 167,861 182,676 215,775 Noncontrolling interest (2,968 ) (2,997 ) (3,048 ) Total shareholders' equity 164,893 179,679 212,727 Total liabilities and shareholders' equity $ 463,705 $ 452,442 $ 472,153 1Represents debt of the variable interest entity, TRI Holdings, LLC, that is consolidated in accordance with ASC 810, Consolidation. Duluth Holdings Inc. is not the guarantor nor the obligor of this HOLDING Statements of Operations(Unaudited)(Amounts in thousands, except per share figures) Three Months Ended May 4, 2025 April 28, 2024 Net sales $ 102,704 $ 116,684 Cost of goods sold (excluding depreciation and amortization) 49,349 55,060 Gross profit 53,355 61,624 Selling, general and administrative expenses 65,707 70,595 Operating loss (12,352 ) (8,971 ) Interest expense 1,481 993 Other (loss) income, net (161 ) 16 Loss before income taxes (13,994 ) (9,948 ) Income tax expense (benefit) 1,270 (2,083 ) Net loss (15,264 ) (7,865 ) Less: Net income attributable to noncontrolling interest 29 8 Net loss attributable to controlling interest $ (15,293 ) $ (7,873 ) Basic earnings per share (Class A and Class B): Weighted average shares of common stock outstanding 33,714 33,087 Net loss per share attributable to controlling interest $ (0.45 ) $ (0.24 ) Diluted earnings per share (Class A and Class B): Weighted average shares and equivalents outstanding 33,714 33,087 Net loss per share attributable to controlling interest $ (0.45 ) $ (0.24 )DULUTH HOLDINGS Statements of Cash Flows(Unaudited)(Amounts in thousands) Three Months Ended May 4, 2025 April 28, 2024 Cash flows from operating activities: Net loss $ (15,264 ) $ (7,865 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 6,749 8,251 Stock based compensation 254 1,372 Deferred income taxes 1,371 (2,274 ) Loss on disposal of property and equipment 748 13 Changes in operating assets and liabilities: Receivables (278 ) (4,617 ) Income taxes receivable — 533 Inventory (9,563 ) (10,677 ) Prepaid expense & other current assets (1,920 ) 871 Software hosting implementation costs, net (2,446 ) (2,617 ) Trade accounts payable (28,159 ) (13,150 ) Accrued expenses and deferred rent obligations (7,940 ) (4,488 ) Other assets (193 ) 37 Noncash lease impacts 178 945 Net cash used in operating activities (56,463 ) (33,666 ) Cash flows from investing activities: Purchases of property and equipment (1,332 ) (1,525 ) Principal receipts from available-for-sale security 53 48 Net cash used in investing activities (1,279 ) (1,477 ) Cash flows from financing activities: Proceeds from line of credit 64,450 28,000 Payments on line of credit (450 ) (17,000 ) Payments on TRI long term debt (225 ) (204 ) Payments on finance lease obligations (622 ) (737 ) Payments of tax withholding on vested restricted shares (264 ) (383 ) Other 97 109 Net cash provided by financing activities 62,986 9,785 Increase (decrease) in cash and cash equivalents 5,244 (25,358 ) Cash and cash equivalents at beginning of period 3,335 32,157 Cash and cash equivalents at end of period $ 8,579 $ 6,799 Supplemental disclosure of cash flow information: Interest paid $ 1,481 $ 993 Income taxes paid $ — $ 2 Supplemental disclosure of non-cash information: Unpaid liability to acquire property and equipment $ 1,271 $ 1,392 DULUTH HOLDINGS of Net Loss to EBITDA and EBITDA to Adjusted EBITDAFor the Fiscal Quarters Ended May 4, 2025 and April 28, 2024(Unaudited) Three Months Ended May 4, 2025 April 28, 2024 (in thousands) Net loss $ (15,264 ) $ (7,865 ) Depreciation and amortization 6,749 8,251 Amortization of internal-use software hosting subscription implementation costs 1,129 1,170 Interest expense 1,481 993 Income tax expense (benefit) 1,270 (2,083 ) EBITDA $ (4,635 ) $ 466 Long-term incentive expense 293 1,372 Impairment expense 549 — Adjusted EBITDA $ (3,793 ) $ 1,838 DULUTH HOLDINGS of Net Loss to Adjusted Net Loss and Adjusted Net Loss to Adjusted EPSFor the Fiscal Quarter Ended May 4, 2025 (Unaudited) Three Months Ended May 4, 2025 (in thousands, except per share amounts) Amount Per share Net loss attributable to controlling interest $ (15,293 ) $ (0.45 ) Plus: Impairment expenses 549 0.02 Income tax effect of impairment expenses1 (126 ) (0.00 ) Adjusted net loss before valuation allowance (14,870 ) (0.44 ) Plus: Valuation allowance 4,114 0.12 Adjusted net loss attributable to controlling interest $ (10,756 ) $ (0.32 ) 1Impairment expenses are net of tax using the Company's estimated 23% tax rate A photo accompanying this announcement is available at CONTACT: Investor Contacts: Tom Filandro ICR, Inc. (646) 277-1200 DuluthIR@ in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
