UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
D.C. 20549



FORM 20-F/A

(Amendment No. 1)

(Mark One)

|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------
|  | For the fiscal year ended December 31, 2019                                         

OR

|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



| | For the transition period from ______________ to _______________
| | ----------------------------------------------------------------

OR

|o | SHELL COMPANY PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



| | Date of event requiring this shell company report_________________
| | ------------------------------------------------------------------



Commission File Number 001-37652

____________________________________________________________

MIDATECH PHARMA PLC

(Exact name of registrant as specified
in its charter)

____________________________________________________________

England and Wales

(Jurisdiction of incorporation or organization)



Oddfellows House

19 Newport Road

Cardiff, CF24 0AA

United Kingdom

(Address of principal executive offices)



Stephen Stamp, Chief Executive Officer

Oddfellows House

19 Newport Road

Cardiff, CF24 0AA

United Kingdom

Tel: +44 1235 888 300

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act.



|Title of each class                                                | Trading Symbol |  | Name of each exchange on whichregistered
|------------------------------------------------------------------ | -------------- |  | ----------------------------------------
|Ordinary Shares, nominal value 0.1p each                           |                |  |                                         
|                                                                   |                |  |                                         
|American Depositary Shares, each representing five ordinary shares | MTP            |  | NASDAQ Capital Market                   













Securities registered or to be registered
pursuant to Section 12(g) of the Act.



None

(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act.



None

(Title of Class)

____________________________________________________________



The number of outstanding
shares of each of the issuer’s classes of capital or common stock as of December 31, 2019 was: 23,464,981 Ordinary Shares



Indicate by check mark
if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐
NO x



If this report is an
annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934. YES ☐
NO x



Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. YES x NO ☐



Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). YES x NO ☐



Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company.
See definition of “large accelerated filer,” “accelerated filer”, and “emerging growth company”
in Rule 12b-2 of the Exchange Act (check one):



|Large accelerated filer o | Accelerated filer o | Non-accelerated filer o
        Emerging growth company x
|------------------------- | ------------------- | ---------------------------------------------------------





If an emerging growth
company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. o



Indicate by check mark
which basis of accounting the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP ☐ | International Financial Reporting Standards as issued by the International Accounting Standards Board x | Other o
|----------- | ------------------------------------------------------------------------------------------------------- | -------



If “Other”
has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow. Item 17 o Item 18 o



If this is an annual
report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o
NO x




















EXPLANATORY NOTE



This Amendment
No. 1 on Form 20-F/A (this “Amendment”) is being filed by Midatech Pharma PLC (the “Company”) to amend
its Annual Report on Form 20-F for the fiscal year ended December 31, 2019, originally filed with the U.S. Securities and Exchange
Commission (the “SEC”) on June 15, 2020 (the “Original Filing”). The Company is filing this Amendment
solely to add the following disclosure regarding reliance by the Company on the SEC’s Order under Section 36 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), Granting Exemptions from Specified Provision of the Exchange
Act and Certain Rules Thereunder, in SEC Release 34-88318, dated March 4, 2020 (as extended and amended by the SEC’s Order
in SEC Release No. 34-88465, dated March 25, 2020 (the “Order”)) amending and extending the filing deadlines by up
to 45 days for certain reports made under the Exchange Act.



As previously disclosed
on a Form 6-K filed by the Company on April 17, 2020, the Company required additional time to finalize the Original Filing due
to circumstances related to the COVID-19 pandemic. In particular, the lockdown in the United Kingdom resulted in the Company’s
employees and external auditor working, primarily, remotely since mid-March 2020. As a result, the Company’s books and records
were not easily accessible and communication among internal financial staff and external auditors has been challenging, which
resulted in a delay in the preparation and completion of its consolidated financial statements. This, in turn, hampered the ability
of the Company to complete and prepare the Original Filing in time to be filed by the original due date of April 30, 2020.



As required by
Rule 12b-15 under the Exchange Act, a certification by the Company’s principal executive officer and principal financial
officer is filed as an exhibit to the Amendment under Item 19 of Part III hereof. Paragraphs 3, 4 and 5 of this certification
have been omitted in accordance with the SEC’s rules and guidance. Additionally, the Amendment does not include the certifications
under Section 906 of the Sarbanes-Oxley Act of 2002, as no financial statements are being filed with the Amendment.



Except as described
above, this Amendment does not amend, update or restate any other items or sections of the Original Filing and does not reflect
any event occurring subsequent to the Original Filing on June 15, 2020. Accordingly, the Amendment should be read in conjunction
with the Original Filing and with the current reports furnished by the Company to the SEC subsequent to the Original Filing.













PART III



Item 19. EXHIBITS



|            |  |                                                                                                                                                                                                      
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                          
|            | 
|12.1*       |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002.

_____________

* Filed herewith.













SIGNATURES



The Registrant hereby certifies that
it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned
to sign this Amendment No. 1 to its annual report on Form 20-F on its behalf.



| | MIDATECH PHARMA PLC |                                                            
| | ------------------- | -----------------------------------------------------------
| |                     |                                                            
| |                     |                                                            
| | By:                 | /s/ Stephen Stamp                                          
| | Name:               | Stephen Stamp                                              
| | Title:              | Chief Executive Officer and
        Chief Financial Officer





Date: June 17, 2020