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 September 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
Warrant Inducement Transaction
On September 14, 2026,
Biodexa Pharmaceuticals PLC (the “Company”) entered into a warrant inducement agreement (the “Agreement”) with
an accredited holder (the “Holder”) of the Company’s outstanding Series M warrants (“Series M Warrants”),
Series N warrants (the “Series N Warrants”) and Series O warrants (“Series O Warrants”) issued on July 1, 2026
(collectively, the “Existing Warrants”). Pursuant to the Agreement, the exercise price of each Existing Warrant that is being
exercised will be reduced to $1.05 per share. The Holder will receive two (2) replacement warrants for each Existing Warrant exercised
(“Series P Warrants”).
The Series P Warrants
will be exercisable immediately and expire after five (5) years from the date of issuance. The Series P Warrants will be subject to adjustment
in the event of stock splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental transactions, as
more fully described in the Series P Warrants. The Series P Warrants contain standard anti-dilution provisions but do not contain any
price protection provisions with respect to future securities offerings of the Company.
The Holder is exercising
all of its Existing Warrants, consisting of: (i) 282,952 Series M Warrants, (ii) 701,754 Series N Warrants and (iii) 1,219,512 Series
O Warrants. As a result of the exercises, the Company will issue an aggregate of 2,204,218 of its American depositary shares (“ADSs”),
with each ADS representing 50 of the Company’s ordinary shares, nominal value £0.000001 per share (the “Ordinary Shares”).
The shares underlying the Existing Warrants have all been registered on a Form F-1 registration statement (File No. 333-297473). The closing
is expected to take place on or about September 15, 2026, subject to customary closing conditions. The Company anticipates receiving gross
proceeds of approximately $2.3 million, before deducting warrant solicitation agent fees and estimated offering expenses.
In the event that the
exercise of Existing Warrants would cause the Holder to exceed the beneficial ownership limitation provisions contained in the Existing
Warrants, the Company shall only issue such number of shares that would not cause the Holder to exceed the maximum amount permitted thereunder,
with the balance to be held in abeyance until notice from the Holder that the balance (or portion thereof) may be issued in compliance
with such limitations.
The Company agreed to
file a resale registration statement registering the shares underlying the Series P Warrants (“Resale Registration Statement”)
within fifteen (15) days after the Agreement, and to use commercially reasonable efforts to cause the Resale Registration Statement to
be effective within forty-five (45) days of the closing of the transaction.
Subject to the terms
of the Agreement, the Company will be required to pay certain liquidated damages if the shares underlying the Series P Warrants are not
registered for resale or in the event that the Company fails to remove the restrictive legend on the shares underlying the Series P Warrants
on a timely basis as more fully described in the Agreement.
In the event that the
shares underlying the Series P Warrants are not subject to an effective registration statement at the time of exercise, the Series P Warrants
may be exercised on a cashless basis at any time after six (6) months from the issuance date.
In connection with the
transactions contemplated in the Agreement, the Company agreed to pay its warrant solicitation agent, the Maxim Group LLC a cash fee equal
to 8.0% of the gross proceeds received by the Company in the transactions contemplated by the Agreement.
The foregoing descriptions
of the Series P Warrants and the Agreement do not purport to be complete and are qualified in their entirety by reference to the full
text of the Series P Warrants and the Agreement, copies of which are attached to this Report on Form 6-K as Exhibits 4.1 and 10.1, respectively.
The information included
under the heading “Warrant Inducement Transaction” of this report on Form 6-K, including Exhibits 4.1 and 10.1, shall
be deemed to be incorporated by reference into the registration statements on Form S-8 (File No. 333-214969) and Form F-3 (File
No. 333-233901) 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 September 15, 2026, the Company issued a press release disclosing
the material terms of the transactions contemplated by the Agreement, 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 September 2026 is:
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Exhibit No. |
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Description |
| 4.1 |
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Form of Series P Warrant. |
| 10.1 |
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Form of Warrant Inducement Agreement. |
| 99.1 |
|
Press Release, dated September 15, 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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|
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| Date: September 15, 2026 |
By: |
/s/ Stephen Stamp |
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Stephen Stamp |
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Chief Executive Officer |
Exhibit 99.1
Biodexa Enters Into Warrant Exercise Transaction
for $2.3 Million in Gross Proceeds
September 15, 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 that it has entered into a warrant exercise agreement with an existing accredited
investor to exercise certain outstanding warrants to purchase an aggregate of 2,204,218 American Depositary Shares (“ADSs”)
of the Company (the “Existing Warrants”) at an exercise price of $1.05 for gross cash proceeds of approximately $2.3 million,
before deducting financial advisor fees and other transaction expenses. The ADSs issuable upon the exercise of the existing warrants have
been registered pursuant to an effective registration statement on Form F-1, as amended (File No. 333-297473).
In consideration for the immediate exercise of the Existing Warrants
for cash, the exercising holder will receive new unregistered warrants to purchase an aggregate of up to 4,408,436 ADSs (the “New
Warrants”). The New Warrants will have an exercise price of $1.05, will be immediately exercisable upon issuance, and will have
a term of exercise of five (5) years. The closing of the warrant inducement transaction is expected to occur on or about September 15,
2026, subject to satisfaction of customary closing conditions.
Maxim Group LLC acted
as warrant inducement agent and financial advisor in connection with the transaction.
The New Warrants described
above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”) and, along with the ADSs issuable upon their exercise, have not been registered
under the Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption
from such registration requirements. The New Warrants were offered only to accredited investors. The Company has agreed to file a registration
statement with the U.S. Securities and Exchange Commission covering the resale of the ADSs issuable upon exercise of the New Warrants.
This press release shall
not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these 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.
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. In certain cases, forward-looking statements
can be identified by the use of words such as “plans”, “expects” or “does not anticipate”, or “believes”,
“intends”, “potential”, “under development”, 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 also be made to the risk factors
described in the Company’s most recent annual report filed with the SEC, and 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:
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Biodexa Pharmaceuticals PLC |
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| Stephen Stamp, CEO, CFO |
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| Tel: +44 (0)29 20480 180 |
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| www.biodexapharma.com |
