Biodexa Pharmaceuticals PLC ADR美股招股说明书(2025-05-12版)

The actual number of shares issuable will vary depending on the then-current market price of our Depositary Shares sold to theSelling Shareholder under the Purchase Agreement, but will not exceed the number set forth in the preceding sentences unless we filean additional registration statement under theSecurities Act of 1933, as amended, or the Securities Act,with the Securities andExchange Commission, or SEC. See “The Committed Equity Financing” for a description of the Purchase Agreement and “SellingShareholder” for additional information regarding the Selling Shareholder. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of the DepositaryShares by the Selling Shareholder. Additionally, we will not receive any proceeds from the issuance or sale of the Commitment Shares,if issued to release the Company of its liability to pay the Commitment Fee (as defined herein). However, we may receive up to $35.0million in aggregate gross proceeds fromthe Selling Shareholder under the Purchase Agreement in connection with sales ofDepositary Shares tothe Selling Shareholderpursuant to the Purchase Agreement after the date of this prospectus. The purchase priceper Depositary Share thatthe Selling Shareholderwill pay for Depositary Shares purchased from us under the Purchase Agreementwill fluctuate based on the market price of our Depositary Shares at the time we elect to sell shares tothe Selling Shareholderand,further, to the extent that we sell Depositary Shares under the Equity Financing, substantial amounts of Depositary Shares could beissued and resold, which would cause dilution and may impact our stock price. This prospectus provides you with a general description of such securities and the general manner in which the SellingShareholder may offer or sell the securities. More specific terms of any securities that the Selling Shareholder may offer or sell may beprovided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offeredand the terms of the offering. The prospectus supplement may 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 acquired under the PurchaseAgreement and hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We willbear all costs, expenses and fees in connection with the registration of the Depositary Shares, including with regard to compliance withstate securities or “blue sky” laws. The timing and amount of any sales are within the sole discretion of the Selling Shareholder. TheSelling Shareholder is an underwriter under the Securities Act of 1933, as amended, with respect to the resale of shares held by it.Although the 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 certain conditions), therecan be no assurances that we will choose to sell any Depositary Shares to the Selling Shareholder, or that the Selling Shareholder willsell any or all of the Depositary Shares, if any, purchased under the Purchase Agreement pursuant to this prospectus. The SellingShareholder 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.” The last reported closing price ofour Depositary Shares on the NASDAQ Capital Market on May 8, 2025 was $1.40. Investing in our securities involves risks. See “Risk Factors” beginning on page 10 of this prospectus for a discussion of thefactors you should carefully consider before deciding to purchase these securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is May 9, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PRESENTATION OF FINANCIAL AND OTHER INFORMATION2MARKET AND INDUSTRY DATA3PROSPECTUS SUMMARY4RISK FACTORS10CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS11THE COMMITTED EQUITY FINANCING13USE OF PROCEEDS18DIVIDEND POLICY19CAPITALIZATION20DESCRIPTION OF SHARE CAPITAL21DESCRIPTION OF AMERICAN DEPOSITARY SHARES49TAXATION66SELLING SHAREHOLDER73PLAN OF DISTRIBUTION75EXPENSES OF THE OFFERING76LEGAL MATTERS76EXPERTS77ENFORCEMENT OF CIVIL LIABILITIES77WHERE YOU CAN FIND MORE INFORMATION77INCORPORATION OF CERTAIN INFORMATION BY REFERENCE78 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormF-1that we filed with the SEC whereby the Selling Shareholder namedherein may, from time to time