Biodexa Pharmaceuticals (Nasdaq: BDRX) okays 1-for-10,000 reverse split and £25M share authority
Rhea-AI Filing Summary
Biodexa Pharmaceuticals PLC reported that shareholders approved all four resolutions at a General Meeting on July 29, 2026, including a one-for-10,000 reverse stock split of its ordinary shares, which have a nominal value of £0.000001 each. Shareholders also authorized the allotment of up to £25,000,000 for future share issuances through the 2029 annual general meeting and approved new Articles of Association reflecting these changes.
The share capital reorganization, effective from 08.00 BST (03.00 EDT) on July 30, 2026, reduces the number of ordinary shares outstanding by a factor of 10,000. Following the reorganization, 51,453,281 ordinary shares of £0.000001 each will be outstanding, equivalent to 1,029,063 American Depositary Shares (ADSs), the same number of ADSs as before. Concurrently, the ratio of ordinary shares per ADS will change from 500,000:1 to 50:1. The company states that these adjustments do not change the proportional ownership of holders of ordinary shares or ADSs, other than potential effects from the treatment of fractional entitlements.
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Filing Explained
The new non-pre-emptive allotment authority creates future issuance capacity; no share issuance or immediate ownership change is disclosed.
Biodexa's July 29 Form 6-K reports that shareholders approved authority for directors to allot ordinary shares on a non-pre-emptive basis; the disclosure records capacity, not an allotment, so it does not report a present ownership change for existing holders.
If additional shares are later issued under that authority, the supplied dilution definition indicates that existing holders' percentage ownership would decrease absent offsetting changes.
The results section and new Articles are incorporated by reference into the company's Form S-8 and Form F-3 registration statements from the filing date, to the extent not superseded by later filings.
A later filing showing an allotment under this authority would establish whether the approved capacity has become an actual issuance and any amount disclosed.
Key Figures
Key Terms
reverse stock split financial
non-pre-emptive basis regulatory
Articles of Association regulatory
molecular glue medical
Familial Adenomatous Polyposis medical
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FAQ
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 July 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): ¨
EXPLANATORY NOTE
Results of General Meeting
On July 29, 2026, Biodexa Pharmaceuticals PLC (the “Company”) announced that, at its general meeting of shareholders (the “General Meeting”) held earlier that day, the Company’s shareholders had approved all four resolutions presented at the General Meeting, including approval of (i) a one-for-10,000 reverse stock split of the Company’s ordinary shares, nominal value £0.000001 per share (the “Ordinary Shares”), (ii) the allotment of up to £25,000,000 for future share issuances through the Company’s annual general meeting in 2029, and (iii) approval and adoption of new articles of association to reflect the transactions approved at the General Meeting (the “Articles of Association”).
The reverse stock split is expected to be effective as of July 30, 2026. Concurrently with the effectiveness of the reverse stock split, the ratio of Ordinary Shares per the Company’s American Depositary Shares (“ADS”) will also change by a factor of 10,000, from one ADS per 500,000 Ordinary Shares to a new ratio of one ADS per 50 Ordinary Shares. The change in ratio of Ordinary Shares to ADSs will not result in, or have the effect of, a reverse split of the ADSs and the proportional ownership of holders of Ordinary Shares and/or ADSs will not change.
A copy of the new Articles of Association are attached hereto as Exhibit 3.1 and incorporated herein by reference.
The information under the heading “Results of General Meeting” of this Report on Form 6-K, including Exhibit 3.1, 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.
Other Events
On July 29, 2026, the Company issued a press release announcing the results of the General Meeting, a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference.
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 July 2026 is:
| Exhibit No. | Description | |
| 3.1 | Articles of Association of Biodexa Pharmaceuticals PLC | |
| 99.1 | Press Release dated July 29, 2026 |
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: July 29, 2026 | By: | /s/ Stephen Stamp |
| Stephen Stamp | ||
| Chief Executive Officer | ||
Exhibit 99.1
July 29, 2026
Biodexa Pharmaceuticals PLC
Result of General Meeting
Biodexa Pharmaceuticals PLC (Nasdaq: BDRX) (“Biodexa” or “the Company”), a clinical stage biopharmaceutical company developing innovative products focused on the treatment or prevention of gastrointestinal cancers, announces that at its General Meeting held earlier today, all four resolutions put to the Company’s shareholders were duly passed.
The full text of, inter alia, the resolutions proposed and passed at the General Meeting can be found in the Notice of the General Meeting on the Company's website at: https://biodexapharma.com/investors/corporate-governance/#agms.
The effect of resolutions 1 and 4 is solely to reduce the number of ordinary shares outstanding by a factor of 10,000 while maintaining the nominal, or par, value of £0.000001 per ordinary share. With effect from tomorrow, July 30, 2026, the ratio of ordinary shares per ADS will also be changed by a factor of 10,000 from 500,000:1 to 50:1. For clarification, these changes do not have the effect of a reverse split and the proportional ownership of holders of ordinary shares and/or ADSs will not change (otherwise than as a result of the treatment of fractional entitlements as provided for in the Notice of Meeting).
The share reorganization and change in ordinary share/ADS ratio will be effective from 08.00 BST (03.00 EDT) tomorrow July 30, 2026. Following the share capital reorganization there will be 51,453,281 ordinary shares of £0.000001 each outstanding, equivalent to 1,029,063 ADSs, the same number of ADSs outstanding prior to the reorganization.
The effect of resolutions 2 and 3 is to grant the Directors the authority to allot ordinary shares on a non-pre-emptive basis.
ENDS
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, MTX240 under development for Gastrointestinal Stromal Tumors (GIST) and tolimidone, under development for the treatment of type 1 diabetes.
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.
MTX240 is a molecular glue, bringing two intracellular proteins, PDE3a and SLFN12, specifically co-expressed by GIST cancer cells, into close proximity to form a stable complex. This interaction stabilizes SLFN12, enabling it to drive RNase-mediated apoptosis in GIST cells through a mechanism independent of KIT or PDGFR signalling.
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.
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.