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Biodexa expects 8-for-1 depositary share exchange

The mandatory exchange is expected on or about October 26, 2026, with eight old ADSs exchanged for one new ADS; ordinary shares are unaffected.

(Moderate)

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Form Type
424B3

Rhea-AI Filing Summary

Biodexa Pharmaceuticals Plc’s prospectus supplement relates to the resale of up to 220,421,800 ordinary shares, represented by 4,408,436 American Depositary Shares (ADSs), issuable upon exercise of Series P warrants. It incorporates information about the ADS ratio change.

The ratio change is expected to take effect on or about October 26, 2026. ADS holders must surrender eight old ADSs for cancellation and exchange to receive one new ADS; no fractional ADSs will be allocated. Any aggregate fractions will be sold and the net proceeds distributed to entitled ADS holders. The ordinary shares are not affected.

Filing Explained

This prospectus supplement’s cover lists 202,421,800 ordinary shares, but its text describes resale of up to 220,421,800; both say 4,408,436 ADSs, leaving the ordinary-share amount internally inconsistent.

Ordinary shares in resale registration Up to 220,421,800 ordinary shares Resale registration
ADSs represented 4,408,436 ADSs Represent the ordinary shares in the resale registration
Old ADS ratio 1 ADS per 50 ordinary shares Before the ratio change
New ADS ratio 1 ADS per 400 ordinary shares Ratio change expected on or about October 26, 2026
ADS exchange 8 old ADSs for 1 new ADS Mandatory exchange for ADS holders
Last reported closing price $0.3832 per ADS October 12, 2026
American Depositary Shares financial
"American Depositary Shares (“Depositary 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.
Series P warrants financial
"issuable upon the exercise of Series P warrants"
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, issuable upon exercise of Series P warrants
Offering Amount Up to 220,421,800 ordinary shares

FAQ

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

How many BDRX ordinary shares are included in the resale registration?

The resale registration relates to up to 220,421,800 ordinary shares, represented by 4,408,436 ADSs, issuable upon exercise of Series P warrants.

What is the new BDRX ADS ratio?

The new ratio is one ADS representing 400 ordinary shares, replacing one ADS representing 50 ordinary shares. ADS holders must surrender eight old ADSs to receive one new ADS under the ratio change expected on or about October 26, 2026.

What happens to fractional ADSs in BDRX’s ratio change?

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

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.: 333-299106

 

PROSPECTUS SUPPLEMENT No. 1

(To the Prospectus dated September 30, 2026)

 

BIODEXA PHARMACEUTICALS PLC

 

202,421,800 Ordinary Shares Representing 4,408,436 American Depositary Shares

 

This prospectus supplement No. 1 (the “Prospectus Supplement”) amends and supplements our prospectus contained in our Registration Statement on Form F-1, effective as of September 30, 2026 (the “Prospectus”), related to the resale by the selling shareholder identified in the Prospectus of up to an aggregate of 220,421,800 ordinary shares, nominal value £0.000001 per share, of Biodexa Pharmaceuticals PLC represented by 4,408,436 American Depositary Shares (“Depositary Shares”), issuable upon the exercise of Series P warrants, issued in a September 2026 private placement

 

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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