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Biodexa expects 1-for-8 depositary share exchange

Existing ADS holders are expected to exchange eight old ADSs for one new ADS, while Biodexa's ordinary shares remain unchanged.

(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
424B3

Rhea-AI Filing Summary

Biodexa Pharmaceuticals Plc's prospectus supplement covers the resale by selling shareholders of up to 170,150 ordinary shares, represented by 3,403 American Depositary Shares (ADSs). An incorporated report announces a change from one ADS representing 50 ordinary shares to one ADS representing 400 ordinary shares, expected on or about October 26, 2026. ADS holders will be required to surrender eight old ADSs for one new ADS; the ordinary shares are unaffected.

Biodexa's ADSs closed at $0.3832 on October 12, 2026.

Filing Explained

If an ADS holder’s exchange would leave a fractional ADS, the filing says no fractional ADS will be allocated; instead, any aggregate fractions will be sold and the net proceeds distributed to the holders entitled to them.

Ordinary shares registered for resale 170,150 shares Up to this aggregate amount
American Depositary Shares represented 3,403 ADSs Representing the ordinary shares registered for resale
Current ADS ratio 1 ADS to 50 ordinary shares Before the announced Ratio Change
New ADS ratio 1 ADS to 400 ordinary shares Expected on or about October 26, 2026
ADS exchange 8 old ADSs for 1 new ADS Mandatory exchange for ADS holders
ADS closing price $0.3832 October 12, 2026
American Depositary Shares financial
"one (1) ADS representing four hundred (400) ordinary shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
Ratio Change financial
"the “Ratio Change”"
nominal value financial
"ordinary shares, nominal value £0.000001 per share"
Nominal value is the stated or face amount assigned to a financial instrument — for shares it’s the par value printed on the stock certificate, and for money or returns it can mean the number not adjusted for inflation. Think of it like a price tag on an item versus its buying power: the tag tells you the label, but not how much you can actually buy. Investors care because nominal values affect accounting, legal capital, dividend calculations and comparisons over time when inflation may distort real worth.
Offering Type secondary
Securities Offered Ordinary shares represented by American Depositary Shares
Offering Amount Up to 170,150 ordinary shares, represented by 3,403 American Depositary Shares

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happens to fractional ADSs in Biodexa's ratio change?

No fractional ADSs will be allocated. Any aggregate fractions will be sold, and the net proceeds distributed to the entitled ADS holders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates

 

Filed pursuant to Rule 424(b)(3)

Registration No.: 333-281489

 

PROSPECTUS SUPPLEMENT No. 5

(To the Prospectus dated March 30, 2026)

 

BIODEXA PHARMACEUTICALS PLC

 

170,150 Ordinary Shares Representing 3,403 American Depositary Shares

 

This prospectus supplement No. 5 (the “Prospectus Supplement”) amends and supplements our prospectus contained in our Registration Statement on Form F-1, as amended, effective as of March 30, 2026 (the “Prospectus”), related to the resale by the selling shareholders identified in the Prospectus of up to an aggregate of 170,150 of our ordinary shares, nominal value £0.000001 per share, represented by 3,403 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 Report on Form 6-K, filed with the Securities and Exchange Commission on October 8, 2026.

 

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 October 12, 2026 was $0.3832.

 

Investing in our securities involves risks. See “Risk Factors” beginning on page 9 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 October 13, 2026.

 

   
 

 

 

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 October 2026

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): ¨

 

 

 

   
 

 

On October 8, 2026, Biodexa Pharmaceuticals PLC (the “Company”) announced a ratio change of its American Depositary Shares (“ADSs”) from one (1) ADS representing fifty (50) of its ordinary shares, to a new ratio of one (1) ADS representing four hundred (400) ordinary shares (the “Ratio Change”). The effective date of the Ratio Change is expected to be on or about October 26, 2026.

 

Pursuant to the Ratio Change, ADS holders will be required on a mandatory basis to surrender their ADSs for cancellation and exchange to receive one (1) new ADS (New CUSIP: 59564R864) for every eight (8) old ADSs (Old CUSIP: 59564R872). No fractional ADSs will be allocated. The aggregate fractions, if any, will be sold and the net proceeds will be distributed to the entitled ADS holder. The Company's Depositary, JPMorgan Chase Bank, N.A. will contact ADS holders and arrange for the exchange of their existing ADSs for new ADSs.

 

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

 

The information in this Report on Form 6-K 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. 333-290554) 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.

 

   
 

 

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: October 8, 2026 By: /s/ Stephen Stamp
    Stephen Stamp
    Chief Executive Officer

 

 

 

 

 

 

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