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 December 2025
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
Securities Purchase Agreement
On December 17, 2025, Biodexa
Pharmaceuticals PLC (the “Company”) commenced a best efforts public offering (the “Offering”) of
an aggregate of (i) 157,000 units (the “ADS Units”), each ADS Unit consisting of (a) one American Depositary Share
(“ADS”), representing 100,000 ordinary shares of the Company, nominal value £0.000001 per share (the “Ordinary
Shares”), and (b) two warrants, each to purchase one ADS (the “Series L Warrants”), and (ii) 2,891,781 pre-funded
units (the “Pre-Funded Units”), each pre-funded unit consisting of (a) one pre-funded warrant to purchase one ADS (the
“Pre-Funded Warrants”) and (b) two Series L Warrants. The ADSs or Pre-Funded Warrants, as the case may be, and the
accompanying Series L Warrants, can only be purchased together in the Offering but will be issued separately and will be immediately separable
upon issuance. The combined offering price for each ADS Unit was $3.28, and the combined offering price for each Pre-Funded Unit was $3.2799.
The Pre-Funded Warrants will have an exercise price of $0.0001 per ADS, will be immediately exercisable and will expire when exercised
in full. The Series L Warrants will have an exercise price of $3.28 per ADS, will be immediately exercisable and will expire five years
after the issuance date.
The net proceeds of the Offering,
after deducting the fees and expenses of the Placement Agent (as defined below), described in more detail below, and other offering expenses
payable by the Company, but excluding the net proceeds, if any, from the exercise of the Series L Warrants, is expected to be approximately
$8.75 million. The Company intends to use the net proceeds from the Offering to fund its development programs, for working capital
and other general corporate purposes. The Company anticipates that the Offering will close on or about December 19, 2025.
In connection with the Offering,
the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors
(the “Investors”). Pursuant to the Purchase Agreement, the Company agreed not to issue, enter into any agreement to
issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or any securities convertible into or exercisable or
exchangeable for ADSs or Ordinary Shares or file any registration statement or prospectus, or any
amendment or supplement thereto for 45 days after the closing date of the Offering, subject to certain exceptions. In addition, the Company
has agreed not to effect or enter into an agreement to effect any issuance of ADSs, Ordinary Shares or any securities convertible into
or exercisable or exchangeable for ADSs or Ordinary Shares involving a variable rate transaction (as defined in the Purchase Agreement)
until the earlier of (i) such time as no Investor holds any of the Series L Warrants or Pre-Funded Warrants, and (ii) 180 days after the
closing date of the Offering, subject to certain exceptions.
The Purchase Agreement contains
customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the
Company and the purchasers, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”),
other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement
were made only for the purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement
and may be subject to limitations agreed upon by the contracting parties.
A
holder will not have the right to exercise any portion of the Series L Warrants or Pre-Funded Warrants if the holder (together with its
affiliates) would beneficially own in excess of 4.99% or 9.99%, as applicable, of the number of the Ordinary Shares outstanding immediately
after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series L Warrants
or the Pre-Funded Warrants, respectively.
Pursuant to a placement agency
agreement (the “Placement Agent Agreement”) with the Maxim Group LLC (“Placement Agent”), the Company
engaged the Placement Agent as the exclusive placement agent for the Offering. The Company agreed to pay the Placement Agent, in connection
with the Offering, a cash fee in an amount equal to 7.0% of the aggregate gross proceeds received in the Offering. In addition, the Company
will reimburse the Placement Agent for its accountable out-of-pocket expenses incurred in connection with the Offering, including the
fees and expenses of the counsel for the placement agent, up to $100,000, and will pay the Placement Agent a fee equal to the Nominal
Value Amount (as defined below).
Also, pursuant to the Placement
Agent Agreement, the Company agreed to sell to the Placement Agent or its designees warrants (the “Placement Agent Warrants”)
to purchase up to an aggregate of 152,439 ADSs for an aggregate purchase price of $20,460 (the “Nominal Value Amount”).
The Placement Agent Warrants have the same exercise price, expiration date and terms as the Series L Warrants.
The ADSs, Pre-Funded Warrants,
Series L Warrants and Placement Agent Warrants (including the underlying ADSs and Ordinary Shares) were offered by the Company pursuant
to a Registration Statement on Form F-1 (File No. 333-291598), which was originally filed with the Securities and Exchange Commission
(the “SEC”) on November 17, 2025 (including the prospectus forming part of such Registration Statement), under the Securities
Act, and was declared effective by the SEC on December 17, 2025.
The foregoing descriptions
of the Purchase Agreement, the Placement Agent Agreement, the Pre-Funded Warrants, the Series L Warrants and the Placement Agent Warrants
are not complete and are qualified in their entirety by references to the full text of the forms of Purchase Agreement, the form of Placement
Agent Agreement, the form of Pre-Funded Warrant, the form of Series L Warrant and the form of Placement Agent Warrant, copies of which
are filed as Exhibits 10.1, 10.2, 4.1, 4.2 and 4.3, respectively, to this Report on Form 6-K 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 heading “Securities Purchase Agreement” of this Report on Form 6-K, including Exhibits
10.1, 10.2, 4.1, 4.2 and 4.3 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.
Press Release
On December 18, 2025, the
Company issued a press release disclosing the material terms of the transactions contemplated by the Purchase 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 or the Exchange Act, except as otherwise
set forth herein or as shall be expressly set forth by specific reference in such a filing.
Other Events
Financial
Update. As of September 30, 2025, the Company had cash and cash equivalents of £2.79 million.
Financial
information as of September 30, 2025 has not been audited and has been prepared by, and is the responsibility of, the Company’s
management. This data could change as a result of further review. In addition, the Company’s independent registered public accounting
firm has not audited, reviewed, compiled, or performed any procedures with respect to this unaudited financial information and does not
express an opinion or any other form of assurance with respect thereto. Accordingly, you should not place undue reliance on this information.
Additional information and disclosures would be required for a more complete understanding of the Company’s financial condition,
liquidity, and results of operations as of September 30, 2025. Complete annual results will be included in the Company’s Annual
Report on Form 20-F for the year ended December 31, 2025.
Contingent
Liability. As previously disclosed in the Notes to the Consolidated Unaudited Interim
Financial Information for the six-month period ended June 30, 2025, the Company involved in a dispute with a former advisor regarding
fees. The dispute was resolved through a settlement, the terms of which included a payment made to the former advisor on September 29,
2025.
Shares
Outstanding. Assuming the closing of the Offering and no exercise of the Pre-Funded Warrants, Series L Warrants or Placement Agent
Warrants, the Company will have outstanding 83,878,708,922 Ordinary Shares.
The
information included under the heading “Other Information” of this Report on Form 6-K 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.
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 amount of proceeds expected from the Offerings. 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, 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 December 2025, and incorporated by reference herein, is:
| Exhibit No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Series L Warrant. |
| |
|
|
| 4.2 |
|
Form of Pre-Funded Warrant. |
| |
|
|
| 4.3 |
|
Form of Placement Agent Warrant. |
| |
|
|
| 10.1 |
|
Form of Securities Purchase Agreement, dated as of December 17, 2025, by and between Biodexa Pharmaceuticals PLC and the investors identified on the signature pages thereto.* |
| |
|
|
| 10.2 |
|
Placement Agency Agreement, dated as of December 17, 2025, by and between Biodexa Pharmaceuticals PLC and the Maxim Group LLC. |
| |
|
|
| 99.1 |
|
Press release dated December 18, 2025. |
* 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: December 18, 2025 |
By: |
/s/ Stephen Stamp |
| |
|
Stephen Stamp |
| |
|
Chief Executive Officer and |
| |
|
Chief Financial Officer |
