Biodexa plans reverse ADR ratio change

Biodexa Pharmaceuticals is changing the ratio of its American Depositary Receipts to consolidate ADRs and support compliance with Nasdaq listing rules.

Rhea-AI Filing Summary

Biodexa Pharmaceuticals is changing the ratio of its American Depositary Receipts to consolidate ADRs and support compliance with Nasdaq listing rules. Each ADR will shift from representing 100,000 ordinary shares to representing 500,000 ordinary shares, with the change expected to take effect on or about April 6, 2026.

ADR holders must surrender their existing ADRs and will receive one new ADR for every five old ADRs. No fractional ADRs will be issued; any aggregated fractions will be sold and the net cash distributed to entitled holders. This operates like a one-for-five reverse ADR split and does not affect the underlying ordinary shares. The company states the change is intended to help its ADR price meet Nasdaq’s $1.00 minimum bid requirement but gives no assurance this objective will be achieved.

Insights

Equity Markets Analyst

Biodexa is executing a reverse ADR split to help its Nasdaq bid price meet the $1.00 minimum.

Biodexa Pharmaceuticals is changing its ADR ratio from one ADR per 100,000 ordinary shares to one ADR per 500,000 ordinary shares, effective on or about April 6, 2026. ADR holders will exchange five old ADRs for one new ADR, with JP Morgan Chase Bank managing the process.

This has the same practical effect as a one-for-five reverse ADR split, typically leading to a higher ADR trading price while leaving the number of underlying ordinary shares unchanged. Any fractional ADR interests will be sold, and holders will receive net cash proceeds from those sales.

The company explicitly links the ratio change to the Nasdaq $1.00 minimum bid price requirement, though it does not guarantee success. Future disclosures in company filings may indicate whether the ADR price and Nasdaq listing status reflect the intended outcome.

FAQ

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

What ADR ratio change did Biodexa Pharmaceuticals (BDRX) announce?

Biodexa is changing each ADR from representing 100,000 ordinary shares to representing 500,000 ordinary shares. This adjustment effectively consolidates its ADRs, similar to a one-for-five reverse ADR split, while leaving the underlying ordinary shares of the company unchanged.

How will the Biodexa (BDRX) ADR ratio change affect existing ADR holders?

ADR holders must surrender existing ADRs and will receive one new ADR for every five old ADRs. No fractional ADRs will be issued; aggregated fractional interests, if any, will be sold, and the net cash proceeds distributed to the ADR holders entitled to them.

When does the Biodexa Pharmaceuticals ADR ratio change take effect?

The ADR ratio change is expected to become effective on or about April 6, 2026. Around that time, JP Morgan Chase Bank, the company’s depositary, will contact ADR holders and arrange the mandatory exchange of old ADRs for new ADRs under the new ratio.

Does the Biodexa (BDRX) ADR ratio change impact the company’s ordinary shares?

The company states that its ordinary shares will not be affected by the ADR ratio change. The adjustment only alters how many ordinary shares each ADR represents, leaving the underlying ordinary share capital structure of Biodexa unchanged by this action.

Why is Biodexa changing its ADR ratio and what is the Nasdaq link?

Biodexa explains the ADR ratio change is aimed at bringing its ADR price into compliance with Nasdaq’s $1.00 minimum bid price requirement. However, the company cautions it cannot assure investors that the ratio change will successfully achieve or maintain that bid price level.

Who is managing the Biodexa ADR exchange process for the ratio change?

JP Morgan Chase Bank, N.A., Biodexa’s depositary, will contact ADR holders and arrange the exchange of existing ADRs into new ADRs. It will also handle the sale of any aggregated fractional ADR interests and distribute the resulting net cash proceeds to eligible holders.

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

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Accepted by SEC EDGAR 03/18/2026 - 05:11 PM Learn about SEC filing dates

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 March 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): ¨

The information included in this report on Form 6-K, including Exhibit 99.1, 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.

SUBMITTED HEREWITH

Attached to the Registrant’s Form 6-K filing for the month of March 2026 is:

Exhibit No.		Description
99.1		Press release dated March 18, 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: March 18, 2026	By:	/s/ Stephen Stamp
		Stephen Stamp
		Chief Executive Officer

Exhibit 99.1

March 18, 2026

Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)

ADR Ratio Change

Biodexa Pharmaceuticals PLC (Nasdaq: BDRX), a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of rare diseases with unmet medical needs, today announces a ratio change on its American Depositary Receipts (“ADR”) from one (1) ADR representing one hundred thousand (100,000) ordinary shares, to the new ratio of one (1) ADR representing five hundred thousand (500,000) ordinary shares (the "Ratio Change"). The effective date of the Ratio Change is expected to be on or about April 6, 2026.

Pursuant to the Ratio Change, ADR holders will be required on a mandatory basis to surrender their ADRs for cancellation and exchange to receive one (1) new ADR (New CUSIP: 59564R872) for every five (5) old ADRs (Old CUSIP: 59564R880). No fractional ADRs will be allocated. The aggregate fractions, if any, will be sold and the net proceeds will be distributed to the entitled ADR holder. The Company's Depositary, JP Morgan Chase Bank, N.A. will contact ADR holders and arrange for the exchange of their existing ADRs for new ADRs.

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

The Ratio Change is aimed to bring the price of the Company’s ADRs into compliance with the Nasdaq $1.00 minimum bid price per share requirement, although Biodexa can give no assurance that the Ratio Change will be effective in achieving this goal.

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. Any forward-looking statements are based on currently available competitive, financial and economic data together with management's views and assumptions regarding future events and business performance as of the time the statements are made and are subject to risks and uncertainties. We wish to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements.

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.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99 EXHIBIT 99.1 5.9 KB