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 June 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
Registered Direct Offering
On June 29, 2026, Biodexa
Pharmaceuticals PLC (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with
an institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell, in a registered direct
offering by the Company directly to the Investor (the “Registered Offering”), (i) an aggregate of 82,809 American Depositary
Shares (“ADSs”) and (ii) an aggregate of 200,143 pre-funded warrants exercisable for ADSs (the “Registered Pre-Funded
Warrants”).
Each ADS is being sold at
an offering price of US$2.85, and each Registered Pre-Funded Warrant is being sold at an offering price of US$2.8499. Each ADS represents
500,000 ordinary shares, nominal value £0.000001 per share (the “Ordinary Shares”).
The
Registered Pre-Funded Warrants are being sold, in lieu of ADSs, to the Investor such that
the Investor’s purchase of ADSs in the Registered Offering would not otherwise result in such Investor, together with its affiliates
and certain related parties, beneficially owning more than 4.99% or 9.99 (such amount to be determined at the option of the Investor
upon issuance) of the Company’s outstanding Ordinary Shares immediately following the consummation
of the Registered Offering. Each Registered Pre-Funded Warrant represents the right to purchase
one ADS at an exercise price of $0.0001 per ADS. The Registered Pre-Funded Warrants will
be exercisable immediately and may be exercised at any time until exercised in full.
The ADSs and Registered Pre-Funded
Warrants are being offered pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission (the “SEC”)
in connection with a takedown from the Company’s registration statement on Form F-3 (File No. 333-290554), which was filed with
the SEC on September 26, 2025 and declared effective on September 30, 2025 (the “Registration Statement”).
Additionally, pursuant to
the terms of the Purchase Agreement, the Company will, upon receipt of shareholder approval (the “Shareholder Approval”),
issue to the Investors warrants exercisable for an aggregate of 282,952 ADSs (the “Series M Warrants”), in a private placement
transaction (the “First Private Placement”). The ADSs issuable upon exercise of the Series M Warrants are referred to herein
as the “Series M Warrant ADSs.”
The Series M Warrants will
be exercisable at an exercise price of US$2.85 per ADS, subject to adjustments for certain dilutive Company equity issuances. The Series
M Warrants become exercisable upon receipt of Shareholder Approval. The Series M Warrants will expire five years from the date of the
Shareholder Approval and may be exercised on a cashless basis. The Series M Warrants and the ADSs issuable upon the exercise of the Series
M Warrants are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered
pursuant to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act,
and Rule 506(b) promulgated thereunder.
The Investor (together with
its affiliates) may not exercise the Series M Warrants if the Investor would beneficially own more than 4.99% or 9.99% (such amount to
be determined at the option of the Investor upon issuance) of the number of Ordinary Shares outstanding immediately after giving effect
to such exercise.
The Purchase Agreement contains
customary representations, warranties and covenants of the Company and the Investor, and customary indemnification provisions for a transaction
of this type. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on subsequent equity sales
and variable rate transactions, subject to certain exceptions.
Concurrent Private Placement
Additionally, on June 29,
2026, in a concurrent private placement transaction (the “Second Private Placement” and, together with the Registered Offering
and the First Private Placement, the “Offerings”), the Company agreed to issue and sell to the Investor, (i) pre-funded warrants
exercisable for an aggregate of 350,877 ADSs (the “Unregistered Pre-Funded Warrants,” and together with the Registered Pre-Funded
Warrants, the “Pre-Funded Warrants”) and (ii) upon receipt of Shareholder Approval,
warrants to purchase an aggregate of 701,754 ADSs (the “Series N Warrants,” and together with the Series M Warrants
and the Pre-Funded Warrants, the “Warrants”). The ADSs issuable upon exercise of the Series N Warrants are referred to herein
as the “Series N Warrant ADSs.” The ADSs issuable upon exercise of the Warrants are referred to herein as the “Warrant
ADSs.”
Each Unregistered Pre-Funded
Warrant is being sold at an offering price of US$2.8499. The Unregistered Pre-Funded
Warrants are being sold, in lieu of ADSs, to the Investor such that the Investor’s purchase of ADSs in the would not otherwise result
in such Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% or 9.99% (such
amount to be determined at the option of the Investor upon issuance) of the Company’s outstanding
Ordinary Shares immediately following the consummation of the Offerings. Each Unregistered Pre-Funded
Warrant represents the right to purchase one ADS at an exercise price of $0.0001 per ADS. The Unregistered Pre-Funded
Warrants will be exercisable immediately and may be exercised at any time until exercised in full.
The Series N Warrants will
be exercisable at an exercise price of US$2.85 per ADS, subject to adjustments for certain dilutive Company equity issuances. The Series
N Warrants become exercisable upon receipt of Shareholder Approval. The Series N Warrants will expire five years from the date of the
Shareholder Approval and may be exercised on a cashless basis. The Series N Warrants and the ADSs issuable upon the exercise of the Series
N Warrants are not being registered under the Securities Act, were not offered pursuant to the Registration Statement and were offered
pursuant to the exemption provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder.
The Investor (together with
its affiliates) may not exercise the Series N Warrants if the Investor would beneficially own more than 4.99% or 9.99% (such amount to
be determined at the option of the Investor upon issuance) of the number of Ordinary Shares outstanding immediately after giving effect
to such exercise.
The
Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor in which it agreed
to file with the SEC a registration statement covering the resale of all of the Warrants and Warrant ADSs within fifteen calendar days
after the closing date, to use commercially reasonable efforts to cause the registration statement to become effective by the 45th calendar
day following the closing date (or, in the event of a “full review” by the SEC, the 75th calendar day).
Warrant Inducement
On
June 29, 2026, the Company entered into warrant exercise inducement letter agreement (the “Inducement Letter”) with a holder
of certain of the Company’s outstanding Series L warrants to purchase Ordinary Shares represented by ADSs (the “Existing Warrants”),
pursuant to which such holder agreed to exercise Existing Warrants to purchase an aggregate of 609,756 ADSs at a reduced exercise price
of $2.85 per ADS (the “Warrant Inducement”). In consideration therefor, the Company agreed, upon receipt of Shareholder Approval,
to issue unregistered warrants to purchase an aggregate of 1,219,512 ADSs (the “Series O Warrants”), representing 200% of
the ADSs issued upon exercise of the Existing Warrants. The Series O Warrants will have an exercise price of US$2.85 per ADS, will not
be exercisable until Shareholder Approval is obtained and will have a term of five years from the date Shareholder Approval is obtained.
The aggregate gross proceeds
to the Company from the Offerings and the Warrant Inducement are expected to be approximately $3.54 million, before deducting placement
agent fees and related offering expenses. The Offerings and the Warrant Inducement are expected to close on or about July 1, 2026, subject
to customary closing conditions.
In connection with the Offerings
and the Warrant Inducement, the Company entered into a placement agency agreement (the “Placement Agent Agreement”) with Maxim
Group LLC (“Maxim”), pursuant to which the Company engaged Maxim as the exclusive placement agent for the Offering. The Company
agreed to pay Maxim a cash fee in an amount equal to 8.0% of the aggregate gross proceeds received by the Company from the sale of the
securities at the closing and to reimburse Maxim for certain out-of-pocket expenses, including the
reasonable fees and expenses of Maxim’s counsel, subject to the limits set forth in the Placement Agent Agreement.
The foregoing descriptions
of the Purchase Agreement, the Warrants, the Inducement Letter, the Series O Warrants, the Placement Agent Agreement, and the Registration
Rights Agreement are not complete and are qualified in their entirety by references to the full text of the forms of Purchase Agreement,
Unregistered Pre-Funded Warrants, Registered Pre-Funded Warrants, Series M Warrants, Series N Warrants, the Inducement Letter, Series
O Warrants, the Placement Agent Agreement, and the Registration Rights Agreement, which are filed as exhibits to this Report and are incorporated
by reference herein.
This
report on Form 6-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall
there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state or jurisdiction.
The
information included under the headings “Registered Direct Offering,” “Concurrent Private Placement” and “Warrant
Inducement” of this Report on Form 6-K, including Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 5.1, 5.2, 10.1, 10.2 and 10.3, 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 June 30, 2026, the Company
issued a press release disclosing the material terms of the transactions contemplated by the Purchase Agreement and the Inducement Letter,
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.
Forward-Looking Statements
This report on Form 6-K contains
forward-looking statements that involve risks and uncertainties, such as statements related to the anticipated closing of the Offerings
and the Warrant Inducement, the amount of proceeds expected from the Offerings and the Warrant Inducement, the Company’s ability
to obtain shareholder approval for the issuance of the Warrants and the exercise of the Warrants, and the expected filing and effectiveness
of resale registration statements. The risks and uncertainties involved include the Company’s ability to satisfy certain conditions
to closing on a timely basis or at all, market conditions, the Company’s ability to obtain required shareholder approval and other
risks detailed from time to time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place
undue reliance on forward-looking statements, which are based on the Company’s current expectations and assumptions and speak only
as of the date of this report on Form 6-K. The Company does not intend to revise or update any forward-looking statement in this report
on Form 6-K as a result of new information, future events or otherwise, except as required by law.
SUBMITTED
HEREWITH
Attached to the Registrant’s
Form 6-K filing for the month of June 2026, and incorporated by reference herein, is:
| Exhibit No. |
Description |
| |
|
| 4.1 |
Form of Series M Warrant. |
| |
|
| 4.2 |
Form of Series N Warrant. |
| |
|
| 4.3 |
Form of Series O Warrant |
| |
|
| 4.4 |
Form of Registered Pre-Funded Warrant |
| |
|
| 4.5 |
Form of Unregistered Pre-Funded Warrant |
| |
|
| 5.1 |
Opinion of Stephenson Hartwood LLP* |
| |
|
| 5.2 |
Opinion of Mintz, Levin, Cohn, Ferris, Glovsky & Popeo P.C. |
| |
|
| 10.1 |
Form of Securities Purchase Agreement, dated as of June 29, 2026, by and between Biodexa Pharmaceuticals PLC and the investors identified on the signature pages thereto.** |
| |
|
| 10.2 |
Placement Agency Agreement, dated as of June 29, 2026, by and between Biodexa Pharmaceuticals PLC and Maxim Group LLC. |
| |
|
| 10.3 |
Registration Rights Agreement, dated as of June 29, 2026, by and between Biodexa Pharmaceuticals PLC and the purchasers identified on the signature pages thereto. |
| |
|
| 10.4 |
Form of Warrant Inducement Agreement, dated as of June 29, 2026, by and between Biodexa Pharmaceuticals PLC and the holders identified on the signature pages thereto. |
| |
|
| 99.1 |
Press release dated June 30, 2026. |
| |
|
| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL). |
* To be filed by amendment.
** Non-material schedules and exhibits have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted
schedules and exhibits upon request by the SEC.
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: June 30, 2026 |
By: |
/s/ Stephen Stamp |
| |
|
Stephen Stamp |
| |
|
Chief Executive Officer |
| |
|
|
Exhibit 99.1
Biodexa Announces Pricing of $3.5 Million Registered
Direct Offering & Concurrent Private Placement of Pre-Funded Warrants and Warrants
June 30, 2026
Biodexa Pharmaceuticals PLC, (Nasdaq: BDRX) (“Biodexa”
or the “Company”), a clinical stage biopharmaceutical company developing a pipeline
of innovative products for the treatment of diseases with unmet medical needs, today announced the pricing of a $0.8 million registered
offering (the “Registered Offering”), a $1.0 million concurrent private placement (the “Private Offering”) and
a $1.7 million warrant inducement (the “Warrant Inducement” and, together with the Registered Offering and the Private Offering,
the “Offerings”) utilizing existing share capital authorities.
The Registered Offering consists of 282,952 American
depositary shares (“ADSs”) (or pre-funded warrants in lieu thereof) at an offering price of $2.85 per ADS. The Private Offering
consists of pre-funded warrants to purchase 350,877 ADSs at a combined offering price of $2.8499 per pre-funded warrant. In consideration
for the immediate exercise of existing warrants (the “Existing Warrants”) for cash, the Company agreed to reduce the exercise
price of the Existing Warrants to $2.85 and, subject to shareholder approval, issue new unregistered Series O warrants (“Series
O Warrants”) to purchase an aggregate of 1,219,512 ADSs.
In addition, subject to shareholder approval,
the investor will be issued (i) in connection with the Registered Offering, Series M warrants (“Series M Warrants”) to purchase
up to 282,952 ADSs (the “Series M Warrant ADSs”), (ii) in connection with the Private Offering, Series N warrants (“Series
N Warrants,” and together with the Series M Warrants and Series O Warrants, the “Warrants”) to purchase up to 701,754
ADSs (the “Series N Warrant ADSs”) and (iii) in connection with the Warrant Inducement, Series O warrants to purchase up to
an aggregate of 1,219,512 ADSs (the “Series O Warrant ADSs,” and together with the Series M Warrant ADSs and Series N Warrant
ADSs, the “Warrant ADSs”). The Warrants sold in the Offerings will be delivered and become exercisable without trigger upon
receipt of shareholder approval to allot the Warrants, the Warrant ADSs and the ordinary shares underlying the Warrant ADSs (the “Warrant
Shares”) offered in the Private Placement without triggering statutory preemptive rights under the laws of England and Wales. The
Warrants each have an exercise price of $2.85 per ADS and are not exercisable until the Company obtains the shareholder approval. They
will expire five years from the date such stockholder approval is obtained.
The Offerings are expected to close on or about
July 1, 2026, subject to customary closing conditions. The aggregate gross proceeds to the Company, before deducting placement agent fees
and other offering expenses, are expected to be approximately $3.5 million. The Company intends to use the net proceeds from this offering
to fund its development programs, for working capital and for other general corporate purposes.
Maxim Group LLC is acting as the sole placement
agent and warrant inducement agent for the Offerings.
The Registered Offering is being made pursuant
to an effective shelf registration statement on Form F-3 (File No. 333-290554) previously filed with and subsequently declared effective
by the U.S. Securities and Exchange Commission (“SEC”) on September 30, 2025. The Registered Offering is being made only by
means of a prospectus supplement and accompanying prospectus that form a part of the effective shelf registration statement. A prospectus
supplement relating to the ADSs and a portion of the pre-funded warrants to be issued in the Registered Offering will be filed by the
Company with the SEC. When available, copies of the prospectus supplement relating to the Registered Offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or by contacting Maxim Group LLC, at
300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com
or by telephone at (212) 895-3745.
A portion of the pre-funded warrants and the Warrants
described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”)
and Regulation D promulgated thereunder and, along with Warrant ADSs, have not been registered under the Act, or applicable state securities
laws. Accordingly, the Warrants, pre-funded warrants offered in the private placement, underlying Warrant ADSs and ADSs issuable upon
exercise of the pre-funded warrants offered in the private placement may not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state
securities laws. Pursuant to a securities purchase agreement, the Company has agreed to file one or more registration statements with
the SEC covering the resale of the ADSs issuable upon exercise of the pre-funded warrants and Warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such state or other jurisdiction.
About Biodexa Pharmaceuticals PLC
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 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 including, but not limited to, statements regarding the
completion of the offering, the satisfaction of customary closing conditions related to the offering, the anticipated use of proceeds
therefrom, and the exercise of the Existing Warrants prior to their expiration. 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.
For more information, please contact:
Biodexa Pharmaceuticals PLC
Stephen Stamp, CEO, CFO
Tel: +44 (0)29 20480 180
www.biodexapharma.com
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