Biodexa Pharmaceuticals Plc filed an amendment to a Schedule 13G/A reporting that Armistice Capital, LLC and Steven Boyd jointly beneficially own 187,975 American Depositary Shares, representing 9.99% of the class. Each ADS represents four hundred ordinary shares. The filing states Armistice Capital exercises shared voting and dispositive power over the reported shares on behalf of its client, Armistice Capital Master Fund Ltd., and that the Master Fund "disclaims beneficial ownership" of the shares by virtue of its Investment Management Agreement. The filing is signed by Steven Boyd on 05/15/2026.
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Insights
Armistice Capital reports a 9.99% stake via shared voting power.
Armistice Capital and Steven Boyd report beneficial ownership of 187,975 ADS representing 9.99% as of the amendment. The filing clarifies that the Master Fund is the direct holder and that Armistice, as investment manager, exercises voting and dispositive power under an Investment Management Agreement.
Key dependencies include the Investment Management Agreement language and the Master Fund's disclaimer of beneficial ownership; subsequent amendments or disclosures could change the public ownership picture.
Shared voting/dispositive power is emphasized, not sole control.
The statement shows shared voting and dispositive power of 187,975 ADS rather than sole power, indicating collective decision authority rather than individual unilateral control. The joint filing language notifies the market of who is responsible for future amendments.
Watch for any later Schedule 13D/A or Form 4 filings that would disclose changes in intent, additional acquisitions, or changes to voting arrangements.
Key Figures
Beneficial ownership:187,975 sharesPercent of class:9.99%ADS ratio:400 ordinary shares per ADS
3 metrics
Beneficial ownership187,975 sharesAmount beneficially owned reported in Schedule 13G/A
Percent of class<percent>9.99%</percent>Percent of class reported in Item 4(b)
ADS ratio400 ordinary shares per ADSTitle of class: American Depositary Shares each representing four hundred ordinary shares
Key Terms
Schedule 13G/A, American Depositary Shares (ADS), Investment Management Agreement
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
American Depositary Shares (ADS)financial
"Title of class of securities: American Depositary Shares, each representing four hundred ordinary shares"
American depositary shares (ADS) are a way for investors in the United States to buy shares of foreign companies without dealing with the complexities of international markets. They represent ownership in a foreign company's stock and are traded on U.S. exchanges, making it easier and more convenient for Americans to invest internationally. ADSs allow investors to diversify their portfolios with foreign companies while using familiar trading platforms.
Investment Management Agreementlegal
"Armistice Capital exercises voting and investment power pursuant to an Investment Management Agreement"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Biodexa Pharmaceuticals Plc
(Name of Issuer)
American Depositary Shares, each representing four hundred ordinary shares
(Title of Class of Securities)
59564R872
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
59564R872
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
187,975.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
187,975.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
187,975.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
59564R872
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
187,975.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
187,975.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
187,975.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Biodexa Pharmaceuticals Plc
(b)
Address of issuer's principal executive offices:
1 Caspian Point Caspian Way, Cardiff, United Kingdom CF10 4DQ
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
American Depositary Shares, each representing four hundred ordinary shares
(e)
CUSIP No.:
59564R872
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
187,975
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
187,975
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
187,975
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund
Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management
Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer
held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held
by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to
beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically
disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to
vote or dispose of such securities as a result of its Investment Management Agreement with Armistice
Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
What stake does Armistice Capital report in Biodexa Pharmaceuticals (BDRX)?
Armistice Capital and Steven Boyd report beneficial ownership of 187,975 ADS, equal to 9.99% of the class. The filing notes each ADS represents 400 ordinary shares and is signed on 05/15/2026.
Who holds the shares reported by Armistice Capital in BDRX?
The filing states the direct holder is Armistice Capital Master Fund Ltd., an investment advisory client. Armistice Capital, as investment manager, exercises voting and dispositive power under an Investment Management Agreement.
Does the Master Fund claim beneficial ownership of the BDRX shares?
The Master Fund specifically "disclaims beneficial ownership" of the reported securities by virtue of its inability to vote or dispose of such securities under the Investment Management Agreement, per the filing's language.
What voting and dispositive powers are reported for the BDRX position?
The filing reports shared voting power and shared dispositive power of 187,975 ADS for Armistice Capital and Steven Boyd, with 0 shares held with sole voting or sole dispositive power.
