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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by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:
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Exhibit No. |
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Description |
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| 99.1 |
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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.
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Biodexa Pharmaceuticals PLC |
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| Date: March 18, 2026 |
By: |
/s/ Stephen Stamp |
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Stephen Stamp |
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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.
