Biodexa Pharmaceuticals PLC ADR美股招股说明书(2025-01-28版)

This prospectus relates to the potential offer and sale from time to time by C/M Capital Master Fund, LP, orthe Selling Shareholder, of up to 358,750,000,000 of our ordinary shares, nominal value £0.00005 per share, orOrdinary Shares, represented by 35,875,000 American Depositary Shares, or Depositary Shares, that have been ormay be issued by us to the Selling Shareholder pursuant to a Securities Purchase Agreement, dated as of January 17,2025, by and between us and C/M, or the Purchase Agreement, establishing an equity line of credit, or the EquityFinancing. Such Depositary Shares include (a) 35,000,000 Depositary Shares, or the Purchase Shares, underlying350,000,000,000 Ordinary Shares by that we may elect, in our sole discretion, to issue and sell to the SellingShareholder, from time to time from and after the Commencement Date (as defined herein) under the PurchaseAgreement, and subject to applicable stock exchange rules (assuming the shares to be issued and sold at a price of$1.00 per share) and (b) up to 875,000 Depositary Shares, or the Commitment Shares, underlying 8,750,000,000Ordinary Shares that may be issued to the Selling Shareholder to release the Company of its liability to pay theCommitment Fee (as defined herein) as consideration for it entering into the Purchase Agreement (assuming theshares to be issued at a price of $1.00 per share). The actual number of shares issuable will vary depending on the then-current market price of ourDepositary Shares sold to the Selling Shareholder under the Purchase Agreement, but will not exceed the number setforth in the preceding sentences unless we file an additional registration statement under the Securities Act of 1933,as amended, or the Securities Act, with the Securities and Exchange Commission, or SEC. See “The CommittedEquity Financing” for a description of the Purchase Agreement and “Selling Shareholder” for additional informationregarding the Selling Shareholder. We are not selling any securities under this prospectus and will not receive any of the proceeds from thesale of the Depositary Shares by the Selling Shareholder. Additionally, we will not receive any proceeds from theissuance or sale of the Commitment Shares, if issued to release the Company of its liability to pay the CommitmentFee (as defined herein). However, we may receive up to $35.0 million in aggregate gross proceeds from the SellingShareholder under the Purchase Agreement in connection with sales of Depositary Shares to the Selling Shareholderpursuant to the Purchase Agreement after the date of this prospectus. The purchase price per Depositary Share thatthe Selling Shareholder will pay for Depositary Shares purchased from us under the Purchase Agreement willfluctuate based on the market price of our Depositary Shares at the time we elect to sell shares to the SellingShareholder and, further, to the extent that we sell Depositary Shares under the Equity Financing, substantialamounts of Depositary Shares could be issued and resold, which would cause dilution and may impact our stockprice. This prospectus provides you with a general description of such securities and the general manner in whichthe Selling Shareholder may offer or sell the securities. More specific terms of any securities that the SellingShareholder may offer or sell may be provided in a prospectus supplement that describes, among other things, thespecific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplementmay also add, update or change information contained in this prospectus. The Selling Shareholder may offer, sell or distribute all or a portion of the Depositary Shares acquiredunder the Purchase Agreement and hereby registered publicly or through private transactions at prevailing marketprices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of theDepositary Shares, including with regard to compliance with state securities or “blue sky” laws. The timing andamount of any sales are within the sole discretion of the Selling Shareholder. The Selling Shareholder is anunderwriter under the Securities Act of 1933, as amended, with respect to the resale of shares held by it. Althoughthe Selling Shareholder is obligated to purchase Depositary Shares under the terms and subject to the conditions andlimitations of the Purchase Agreement to the extent we choose to sell such Depositary Shares to it (subject to certainconditions), there can be no assurances that we will choose to sell any Depositary Shares to the Selling Shareholder,or that the Selling Shareholder will sell any or all of the Depositary Shares, if any, purchased under the PurchaseAgreement pursuant to this prospectus. The Selling Shareholder will bear all commissions and discounts, if any,attributable to its sale of Depositary Shares. See “Plan of Distribution.” Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.