ADR Ratio Change

Rhea-AI Summary

Biodexa Pharmaceuticals (NASDAQ: BDRX) has announced a significant change in its American Depositary Receipts (ADR) ratio. The company will modify its ADR ratio from 1:10,000 (1 ADR representing 10,000 ordinary shares) to 1:100,000 (1 ADR representing 100,000 ordinary shares), effective July 31, 2025.

ADR holders will be required to exchange their existing ADRs at a ratio of 10:1, with JP Morgan Chase Bank managing the exchange process. This change will effectively function as a 1-for-10 reverse ADR split, though the company's ordinary shares will remain unaffected. The primary goal is to achieve compliance with Nasdaq's minimum bid price requirement of $1.00 per share.

Positive

• None.

Negative

• Mandatory exchange requirement for ADR holders
• Represents effective 1:10 reverse split, typically indicating share price weakness
• No guarantee of achieving Nasdaq compliance despite the ratio change

Insights

Securities Structure Specialist

Biodexa's 1:10 reverse ADR split aims to maintain Nasdaq listing but signals concerning price deterioration without addressing fundamental issues.

Biodexa Pharmaceuticals is implementing what effectively amounts to a 1-for-10 reverse ADR split by changing the ratio of ordinary shares represented by each American Depositary Receipt from 10,000 to 100,000 shares. This technical maneuver is transparently designed to artificially inflate the trading price of their ADRs to meet Nasdaq's $1.00 minimum bid price requirement - a threshold Biodexa has evidently fallen below.

The mechanics of this change require ADR holders to surrender 10 existing ADRs to receive 1 new ADR, with fractional interests being sold and proceeds distributed. While the company's underlying ordinary shares remain unaffected, this financial engineering does nothing to address the fundamental issues that caused the share price decline in the first place.

This ratio change represents a classic compliance-driven financial maneuver rather than reflecting any improvement in business fundamentals. The company's own language betrays uncertainty about whether even this step will successfully maintain their listing, noting they "can give no assurance that the Ratio Change will be effective in achieving this goal."

For investors, this development signals significant price deterioration has already occurred. Despite being labeled an "acquisition-focused" biopharmaceutical company, this financial restructuring suggests Biodexa is struggling with challenges that typically precede more serious financial difficulties. The continued Nasdaq listing remains tenuous even after this adjustment.

July 15, 2025

Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)

ADR Ratio Change

Biodexa Pharmaceuticals PLC (Nasdaq: BDRX), an acquisition-focused clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs, today announces a ratio change on its American Depositary Receipts (“ADR”) from one (1) ADR representing ten thousand (10,000) ordinary shares, to the new ratio of one (1) ADR representing one hundred thousand (100,000) ordinary shares (the "Ratio Change"). The effective date of the Ratio Change is expected to be July 31, 2025.

Pursuant to the Ratio Change, ADR holders will be required on a mandatory basis to surrender their ADRs for cancellation and exchange to receive one (1) new ADR (New CUSIP: 59564R880) for every ten (10) old ADRs (Old CUSIP: 59564R807). No fractional ADRs will be allocated. The aggregate fractions, if any, will be sold and the net proceeds will be distributed to the entitled ADR holder. The Company's Depositary, JP Morgan Chase Bank, N.A. will contact ADR holders and arrange for the exchange of their existing ADRs for new ADRs.

For ADR holders, the Ratio Change will have the same effect as a one-for-ten reverse ADR split. The ordinary shares of Biodexa will not be affected by this change.

The Ratio Change is aimed to bring the price of the Company’s ADRs into compliance with the Nasdaq $1.00 minimum bid price per share requirement, although Biodexa can give no assurance that the Ratio Change will be effective in achieving this goal.

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. Any forward-looking statements are based on currently available competitive, financial and economic data together with management's views and assumptions regarding future events and business performance as of the time the statements are made and are subject to risks and uncertainties. We wish to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements.

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.

FAQ

What is the new ADR ratio for Biodexa Pharmaceuticals (BDRX) and when is it effective?

The new ADR ratio will be 1:100,000 (1 ADR representing 100,000 ordinary shares), effective July 31, 2025, changed from the previous 1:10,000 ratio.

How will the BDRX ADR ratio change affect current ADR holders?

ADR holders will need to exchange 10 old ADRs for 1 new ADR. JP Morgan Chase Bank will manage the exchange process, with fractional ADRs being sold and proceeds distributed to entitled holders.

Why is Biodexa Pharmaceuticals (BDRX) changing its ADR ratio?

The ratio change aims to bring BDRX's ADR price into compliance with Nasdaq's minimum bid price requirement of $1.00 per share.

Will the BDRX ADR ratio change affect ordinary shares?

No, the ordinary shares of Biodexa Pharmaceuticals will not be affected by this ADR ratio change.

What happens to fractional ADRs after BDRX's ratio change?

Fractional ADRs will not be allocated. Instead, aggregate fractions will be sold and the net proceeds will be distributed to entitled ADR holders.