Biodexa Pharmaceuticals plc SEC Filings

Biodexa Pharmaceuticals (BDRX) has filed a resale registration covering 171,700,000 Ordinary Shares represented by 1,717 American Depositary Shares, issuable upon exercise of pre-funded warrants from a December 2023 private placement. All sale proceeds for these shares will go to the selling shareholders; Biodexa would receive only any cash exercise proceeds at an exercise price of $0.025 per share.

Ordinary Shares outstanding were 61,952,308,922 as of November 1, 2025. Biodexa is a clinical-stage biopharmaceutical company focused on eRapa for familial adenomatous polyposis and non-muscle invasive bladder cancer, and tolimidone for type 1 diabetes, with MTX110 for rare brain cancers de-prioritized due to resource constraints.

eRapa has fast track designation from the U.S. FDA and orphan drug designation in Europe for FAP, with a Phase 3 study underway and supported by a $3.0 million CPRIT grant. As of September 30, 2025, cash and cash equivalents were £2.79 million, highlighting the importance of external funding sources for ongoing development. The company does not expect to pay dividends in the foreseeable future.

Biodexa Pharmaceuticals PLC files Post-Effective Amendment No. 2 to its Form F‑1 to update a resale registration for 171,700,000 Ordinary Shares represented by 1,717 American Depositary Shares issuable on exercise of December 2023 pre-funded warrants. All sale proceeds from these shares go to the selling shareholders, though the company may receive cash if the warrants are exercised at an exercise price of $0.025 per share.

The amendment refreshes disclosure with the latest business and financial information, including progress on eRapa, which has FDA fast track designation for non‑muscle invasive bladder cancer and European orphan drug designation for familial adenomatous polyposis, and a CPRIT grant of $3.0 million to support a Phase 3 FAP program. Biodexa is also running a Phase 2a study of tolimidone in type 1 diabetes and has de‑prioritized MTX110 due to resource constraints. As of September 30, 2025, cash and cash equivalents were £2.79 million, and as of November 1, 2025, there were 61,952,308,922 Ordinary Shares outstanding.

Biodexa Pharmaceuticals plc is conducting a best efforts primary offering of up to 3,377,110 Units or Pre-Funded Units and related warrants, registering up to 5,724,837,950,000 Ordinary Shares in the form of American Depositary Shares. As of June 30, 2025, 61,952,308,922 Ordinary Shares were outstanding, so the registered shares would represent about 98.9% of the then outstanding total if all were issued.

Each Unit includes one Depositary Share and one Series L Warrant with anti-dilution, reset and zero cash exercise price features that can sharply increase the number of shares issued while providing little or no additional cash to the company. Assuming all Units are sold at an assumed $5.33 per Unit, net proceeds are estimated at about $15.5 million, to be used mainly to fund development of eRapa and tolimidone, and for working capital and general corporate purposes.

The company highlights significant potential dilution, the risk that the warrant structure and large share registration could pressure its NASDAQ listing, and notes that it does not expect to pay dividends, so returns would depend on share price performance.

Biodexa Pharmaceuticals PLC has filed a post-effective amendment to its Form F-1 to update a resale registration covering 109,800,000 Ordinary Shares, represented by 1,098 American Depositary Shares, issuable upon exercise of June 2023 Series D warrants. These shares may be sold from time to time by the selling shareholders, and all resale proceeds will go to those shareholders, not the company. Biodexa may receive up to approximately $4.4 million only if all Series D warrants are exercised for cash. The company remains a clinical-stage biopharma focused on eRapa for familial adenomatous polyposis and non-muscle invasive bladder cancer, and tolimidone for type 1 diabetes, while MTX110 for rare brain cancers has been de-prioritized. As of September 30, 2025, Biodexa reported £2.79 million in cash and cash equivalents and continues to rely on warrant exercises, equity facilities and grants to fund its programs.

Biodexa Pharmaceuticals PLC filed Prospectus Supplement No. 10 to its Form F-1, covering the resale by selling shareholders of up to 4,349,000,000 ordinary shares represented by 43,490 American Depositary Shares.

The supplement incorporates a Form 6-K announcing EMA approval of a Clinical Trial Application for the pivotal Phase 3 Serenta trial of eRapa in familial adenomatous polyposis (FAP), permitting the study to proceed in Europe across sites in Denmark, Germany, the Netherlands and Spain, with Italy expected to be added. The company noted the first European patient is expected in 4Q 2025, and the U.S. arm enrolled its first patient in mid-August 2025. The registrational study plans to recruit 168 patients, randomized 2:1 (drug:placebo). Biodexa cited an addressable US–European market of $7 billion. The company’s ADS trade on Nasdaq as BDRX; the last reported close was $6.49 on October 31, 2025.

Biodexa Pharmaceuticals PLC filed a prospectus supplement for the resale of up to 341,352,000,000 ordinary shares represented by 3,413,520 American Depositary Shares under its effective F-1. The Depositary Shares trade on NASDAQ as BDRX; the last reported closing price was $6.49 on October 31, 2025.

The supplement also incorporates a Form 6-K announcing EMA approval of a Clinical Trial Application for the pivotal Phase 3 Serenta trial of eRapa in familial adenomatous polyposis, allowing the study to proceed in Europe at sites in Denmark, Germany, the Netherlands, and Spain, with Italy expected to be added. The U.S. arm enrolled its first patient in mid‑August 2025, and the company expects the first European patient in 4Q 2025. The Phase 3 study is randomized, double‑blind, and placebo‑controlled, with a planned enrollment of 168 patients randomized 2:1 drug to placebo.

Biodexa Pharmaceuticals PLC filed a prospectus supplement to its Form F-1 resale registration and incorporated a new Form 6-K. The update highlights European regulatory progress for its lead program.

The company announced EMA approval of a Clinical Trial Application for the pivotal Phase 3 Serenta trial of eRapa in familial adenomatous polyposis. The CTA permits sites in Denmark, Germany, the Netherlands, and Spain, with Italy expected to be added. The U.S. arm enrolled its first patient in mid-August 2025, and the first European patient is expected in 4Q 2025. The Serenta study is a randomized, double-blind, placebo-controlled registrational trial targeting 168 patients, randomized 2:1 to drug versus placebo. Management cited a $7 billion combined U.S.–Europe addressable market for FAP.

Biodexa’s ADS trade on Nasdaq under BDRX; the last reported closing price on October 31, 2025 was $6.49.