[424B3] Biodexa Pharmaceuticals plc American Depositary Shs Prospectus Filed Pursuant to Rule 424(b)(3)

Rhea-AI Filing Summary

Biodexa Pharmaceuticals has filed a prospectus supplement related to the potential resale of 341,352,000,000 ordinary shares (representing 34,135,200 American Depositary Shares). The company's ADSs trade on NASDAQ under symbol BDRX, with a last reported closing price of $0.9215 on June 26, 2025.

The filing also includes Form 6-K reporting the results of their Annual General Meeting held on June 26, 2025, where all proposed resolutions were passed. The company is advancing several key drug development programs:

• eRapa - An oral rapamycin formulation for Familial Adenomatous Polyposis and Non Muscle Invasive Bladder Cancer
• Tolimidone - A Lyn kinase inhibitor for type 1 diabetes treatment
• MTX110 - A panobinostat formulation for rare/orphan brain cancers

The company leverages three proprietary drug delivery technologies to improve bio-delivery and bio-distribution of medicines. Their R&D facility is located in Cardiff, UK.

Positive

• The company has a diverse pipeline of innovative products targeting unmet medical needs, including eRapa for Familial Adenomatous Polyposis and Bladder Cancer, tolimidone for type 1 diabetes, and MTX110 for rare brain cancers
• MTX110's proprietary formulation enables direct tumor site delivery through convection-enhanced delivery (CED), potentially avoiding systemic toxicity while delivering therapeutic doses
• The company maintains three proprietary drug delivery technologies focused on improving bio-delivery and bio-distribution of medicines

Negative

• The company's stock price is trading at $0.9215, indicating potential financial distress or market concerns
• The filing reveals a massive potential dilution with 341,352,000,000 ordinary shares (34,135,200 ADSs) being registered for resale
• The company has combined CEO/CFO roles (Stephen Stamp holds both positions), which could indicate resource constraints and suboptimal corporate governance

Filed pursuant to Rule 424(b)(3)

Registration No.: 333-284350

PROSPECTUS SUPPLEMENT No. 5

(To the Prospectus dated May 9, 2025)

BIODEXA PHARMACEUTICALS PLC

341,352,000,000 Ordinary Shares Representing 34,135,200 American Depositary Shares

This prospectus supplement No. 4 (the “Prospectus Supplement”) amends and supplements our prospectus contained in our Registration Statement on Form F-1, as amended, effective as of May 9, 2025 (the “Prospectus”), related to the resale by the selling shareholder identified in the Prospectus of up to an aggregate of 341,352,000,000 of our ordinary shares, nominal value £0.000001 per share, represented by 34,135,200 American Depositary Shares (the “Depositary Shares”).

This Prospectus Supplement is being filed in order to incorporate into and include in the Prospectus the information contained in our attached Form 6-K, filed with the Securities and Exchange Commission on June 27, 2025.

This Prospectus Supplement should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information in this Prospectus Supplement supersedes the information contained therein.

Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing price of Depositary Shares on the NASDAQ Capital Market on June 26, 2025 was $0.9215.

Investing in our securities involves risks. See “Risk Factors” beginning on page 10 of the Prospectus and in the documents incorporated by reference in the Prospectus for a discussion of the factors you should carefully consider before deciding to purchase these securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

______________________________

The date of this Prospectus Supplement is June 27, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of June 2025

Commission File Number 001-37652

Biodexa Pharmaceuticals PLC

(Translation of registrant’s name into English)

1 Caspian Point,

Caspian Way

Cardiff, CF10 4DQ, United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F x      Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

EXPLANATORY NOTE

Results of Annual General Meeting

On June 27, 2025, Biodexa Pharmaceuticals PLC (the “Company”) announced that at its Annual General Meeting (“AGM”) held on June 26, 2025, all of the resolutions set out in the Company’s notice of the AGM dated May 23, 2025 and furnished on a Report on Form 6-K with the Securities and Exchange Commission on May 23, 2025, were duly passed.

The information included under the heading “Results of Annual General Meeting” shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File No. 333-209365) and Form F-3 (File No. 333-267932) of the Company (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Press Release

On June 27, 2025, the Company issued a press release announcing the results of its AGM, a copy of which is attached hereto as Exhibit 99.1.

The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing. 

SUBMITTED HEREWITH

Attached to the Registrant’s Form 6-K filing for the month of June 2025 is:

Exhibit No.		Description
99.1		Press Release dated June 27, 2025.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Biodexa Pharmaceuticals PLC
Date: June 27, 2025	By:	/s/ Stephen Stamp
		Stephen Stamp
		Chief Executive Officer and Chief Financial Officer

Exhibit 99.1

Biodexa Pharmaceuticals PLC

(“Biodexa” or the “Company”)

Results of Annual 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 Annual General Meeting held yesterday, all resolutions put to the Company’s shareholders were duly passed.

The full text of, inter alia, the resolutions proposed and passed at the Annual General Meeting can be found in the Notice of the Annual General Meeting on the Company's website at https://biodexapharma.com/investors/corporate-governance//#agms.

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 as a 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 (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 tumorgenesis.

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 glycemic 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 solubilised 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.

FAQ

What are BDRX's main drug development programs in 2025?

Biodexa Pharmaceuticals (BDRX) has three main development programs: 1) eRapa - for Familial Adenomatous Polyposis and Non Muscle Invasive Bladder Cancer, 2) tolimidone - for treatment of type 1 diabetes, and 3) MTX110 - for aggressive rare/orphan brain cancer indications.

What was BDRX's stock price on NASDAQ as of June 26, 2025?

BDRX's last reported closing price on the NASDAQ Capital Market on June 26, 2025 was $0.9215 per Depositary Share.

How many American Depositary Shares is BDRX offering in its latest prospectus supplement?

The prospectus supplement covers the resale of up to 34,135,200 American Depositary Shares (ADS), representing 341,352,000,000 ordinary shares with a nominal value of £0.000001 per share.

What is BDRX's MTX110 drug and how is it administered?

MTX110 is a solubilized formulation of the histone deacetylase (HDAC) inhibitor, panobinostat. It is delivered via convection-enhanced delivery (CED) directly to the tumor site, bypassing the blood-brain barrier to potentially avoid systemic toxicity.

What is the mechanism of action for BDRX's eRapa drug?

eRapa is an oral tablet formulation of rapamycin (sirolimus) that works as an mTOR (mammalian Target Of Rapamycin) inhibitor. mTOR plays a significant role in regulating cellular metabolism, growth, and proliferation, and becomes activated during tumorgenesis.