Biodexa Announces Pricing of $10 Million Public Offering

Rhea-AI Summary

Biodexa Pharmaceuticals (Nasdaq: BDRX) priced a best efforts public offering expected to raise aggregate gross proceeds of approximately $10.0 million before fees and expenses. The offering consists of (i) 157,000 ADS Units (one ADS representing 100,000 ordinary shares plus two Series L warrants) at a combined price of $3.28 per ADS Unit, and (ii) 2,891,781 pre-funded units at $3.2799 each. Each Series L Warrant is immediately exercisable at $3.28 and expires five years after issuance. The company intends to use net proceeds for development programs, working capital and general corporate purposes. The offering is expected to close on December 19, 2025, subject to customary closing conditions; Maxim Group is sole placement agent and the SEC declared the registration statement effective on December 17, 2025.

Positive

• Aggregate gross proceeds of approximately $10.0 million
• Includes 2,891,781 pre-funded units to accommodate certain purchasers
• Series L Warrants are immediately exercisable at $3.28

Negative

• Gross proceeds stated before placement agent fees and offering expenses
• Issuance includes warrants that can cause future shareholder dilution

Key Figures

Public offering size $10 million Aggregate gross proceeds before fees from current best efforts public offering

ADS Units 157,000 units Units each with one ADS and two Series L warrants

Pre-Funded Units 2,891,781 units Each with one pre-funded warrant and two Series L warrants

ADS Unit price $3.28 Combined public offering price per ADS Unit

Pre-Funded Unit price $3.2799 Combined public offering price per Pre-Funded Unit

ADS represented shares 100,000 ordinary shares Each ADS represents 100,000 ordinary shares

Warrant exercise price $3.28 per ADS Exercise price of each Series L Warrant

Warrant term 5 years Series L Warrants expire on five-year anniversary of issuance

Market Reality Check

$2.46 Last Close

Volume Volume 918,292 is about 0.36x the 20-day average of 2,561,214, indicating subdued trading ahead of the offering. low

Technical Shares at $5.46 are trading below the 200-day MA of $9.89 and far under the $92 52-week high.

Peers on Argus

BDRX was down 16% while peers were mixed: QLGN up 7.72%, DRMA, ENTO, GLTO, and SLXN down between 2.13% and 7.81%, pointing to a stock-specific reaction to the financing.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 01	Phase 3 enrolment	Positive	+2.2%	First European patients enrolled into pivotal Phase 3 Serenta FAP trial.
Nov 24	Trial site activation	Positive	-1.4%	First European site activated for registrational Phase 3 Serenta FAP trial.
Nov 03	Regulatory approval	Positive	-2.4%	EMA CTA approval enabling Phase 3 Serenta trial across multiple European countries.
Oct 06	Conference update	Positive	-1.0%	Planned symposium on FAP and Phase 3 Serenta trial at CGA–IGC conference.
Sep 12	Interim results	Positive	+1.5%	H1 2025 results with eRapa into Phase 3 and equity line secured.

Pattern Detected

Positive clinical and corporate updates have often seen mixed or negative next-day moves, showing a tendency for reactions to diverge from seemingly favorable news.

Recent Company History

Over recent months, Biodexa focused on advancing its lead candidate eRapa through the pivotal Phase 3 Serenta trial in FAP, including EMA CTA approval and first European patient enrolment, targeting 168 patients and a cited $7 billion addressable US–Europe market. The company also reported H1 2025 results, highlighting a $35 million equity line of credit and cash of £4.04 million as of June 30, 2025. Today’s dilutive public offering follows this pattern of relying on external financing to support development.

Market Pulse Summary

The stock dropped -24.0% in the session following this news. The decline reflects market concern about dilution from the $10 million public offering of ADS and pre-funded units with attached Series L warrants. BDRX already traded 94.07% below its 52‑week high and below its $9.89 200‑day MA, so additional equity-linked securities compounded existing pressure. Historical news shows that even positive clinical milestones sometimes saw negative reactions, and recent resale registrations underscore a pattern of reliance on equity financing that can weigh on sentiment.

Key Terms

american depositary share financial

"one American depositary share (representing 100,000 of the Company’s ordinary shares)"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

pre-funded warrant financial

"one pre-funded warrant to purchase one ADS and (ii) two Series L Warrants"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

warrants financial

"two Series L warrants, each to purchase one ADS"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

best efforts public offering financial

"announced the pricing of a best efforts public offering of an aggregate of"

A best efforts public offering is a way a company sells new shares or bonds where the broker or bank agrees to try to sell as many securities as possible but does not promise to buy any unsold portion. Think of it like a salesperson taking items on consignment: they will work to sell them, but the seller bears the risk if some remain unsold. For investors, this matters because it can signal weaker demand and greater uncertainty about how many securities will actually be placed and how the price may move.

placement agent financial

"Maxim Group LLC is acting as the sole placement agent in connection with the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

registration statement on form f-1 regulatory

"pursuant to a registration statement on Form F-1 (File No. 333-291598)"

A registration statement on Form F-1 is a legal document companies file with regulators to offer their shares to investors in a foreign country or market. It provides essential information about the company's business, finances, and risks, helping investors make informed decisions about whether to buy its stock. This process ensures transparency and protects investors by making company details publicly available before trading begins.

prospectus regulatory

"A final prospectus relating to the offering will be filed with the SEC"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

securities and exchange commission regulatory

"declared effective by the U.S. Securities and Exchange Commission (“SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

AI-generated analysis. Not financial advice.

December 18, 2025

Biodexa Announces Pricing of $10 Million Public Offering

Biodexa Pharmaceuticals PLC, (Nasdaq: BDRX) (“Biodexa” or the “Company”), a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs, today announced the pricing of a best efforts public offering of an aggregate of (i) 157,000 units (the “ADS Units”), with each unit consisting of (A) one American depositary share (representing 100,000 of the Company’s ordinary shares) (“ADSs”), and (B) two Series L warrants, each to purchase one ADS (the “Series L Warrants”), and (ii) 2,891,781 pre-funded units (the “Pre-Funded Units”), with each Pre-Funded Unit consisting of (A) one pre-funded warrant to purchase one ADS and (ii) two Series L Warrants. The combined public offering price of each ADS Unit is $3.28, and the combined public offering price of each Pre-Funded Unit is $3.2799. The securities comprising the Units are immediately separable and will be issued separately.

Each Series L Warrant will expire on the five-year anniversary of the date of issuance and will be immediately exercisable upon issuance at an exercise price of $3.28 per ADS.

The aggregate gross proceeds to the Company, before deducting placement agent fees and other offering expenses, are expected to be approximately $10 million. The Company intends to use the net proceeds from this offering to fund its development programs, for working capital and for other general corporate purposes.

The offering is expected to close on December 19, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The securities described above are being offered pursuant to a registration statement on Form F-1 (File No. 333-291598), as amended, which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on December 17, 2025. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. The offering is being made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering, when available, may also be obtained from Maxim Group LLC, 300 Park Avenue, 16^th Floor, New York, New York 10022, Attention: Syndicate Department, by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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 capsule formulation of rapamycin, also known as sirolimus. Rapamycin is an mTOR (mammalian Target Of Rapamycin) 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.

 Forward Looking Statements

Certain statements in this announcement may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management’s belief or interpretation as of the date of this press release.  All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements including, but not limited to, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering, the anticipated use of proceeds therefrom, and the exercise of the Series L Warrants prior to their expiration. 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.

For more information, please contact:

Biodexa Pharmaceuticals PLC

Stephen Stamp, CEO, CFO

Tel: +44 (0)29 20480 180

www.biodexapharma.com

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FAQ

What is the total size of the Biodexa (BDRX) offering priced December 18, 2025?

The offering is expected to generate aggregate gross proceeds of approximately $10.0 million before fees and expenses.

How many ADS units and pre-funded units did Biodexa (BDRX) offer and at what prices?

The offering consists of 157,000 ADS Units at $3.28 each and 2,891,781 pre-funded units at $3.2799 each.

What are the terms of the Series L Warrants in the BDRX offering?

Each Series L Warrant is immediately exercisable at an exercise price of $3.28 per ADS and expires five years from issuance.

When is the BDRX offering expected to close and who is the placement agent?

The offering is expected to close on December 19, 2025, subject to customary conditions; Maxim Group is the sole placement agent.

How does Biodexa (BDRX) plan to use the net proceeds from the offering?

The company intends to use net proceeds to fund its development programs, for working capital, and for general corporate purposes.

Where can investors find the final prospectus for the BDRX offering?

A final prospectus will be filed with the SEC and be available on www.sec.gov and from Maxim Group upon availability.