Biodexa Pharmaceuticals PLC ADR美股招股说明书(2025-11-24版)

This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of an aggregate of 109,800,000 ordinaryshares, nominal value £0.000001 per share, or Ordinary Shares, of Biodexa Pharmaceuticals PLC, or the Company, represented by AmericanDepositary Shares, or Depositary Shares, issuable upon the exercise of series D warrants, or Series D Warrants (the “Warrants”) issued in a The selling shareholders are identified in the table commencing on page 13. Each Depositary Share represents 100,000 Ordinary Shares.No Depositary Shares are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the Depositary Sharesby the selling shareholders. All net proceeds from the sale of the Ordinary Shares represented by Depositary Shares covered by this The selling shareholders may sell all or a portion of the Ordinary Shares represented by Depositary Shares from time to time in markettransactions through any market on which our Depositary Shares are then traded, in negotiated transactions or otherwise, and at prices andon terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who mayact as agent or as principal or by a combination of such methods of sale. We will bear all of the expenses incurred in connection with the Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing price of ourDepositary Shares on the NASDAQ Capital Market on November 21, 2025 was $4.38. Investing in our securities involves risks. See “Risk Factors” beginning on page 9 of this prospectus and in the documentsincorporated by reference in this prospectus for a discussion of the factors you should carefully consider before deciding to purchasethese securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC. As permitted bythe rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.You may read the registration statement and the other reports we file with the SEC at the SEC’s website or its offices described below under You should rely only on the information contained in this prospectus. We have not authorized any person to provide you withinformation different from that contained in this prospectus. This prospectus is not an offer to sell, nor is it seeking an offer to buy, thesesecurities in any state where the offer or sale is not permitted. The information in this prospectus speaks only as of the date of this prospectusunless the information specifically indicates that another date applies, regardless of the time of delivery of this prospectus or of any sale ofthe securities offered hereby. Our business, financial condition, results of operations, and prospects may have changed since that date. We donot take any responsibility for, nor do we provide any assurance as to the reliability of, any information other than the information in thisprospectus. Neither the delivery of this prospectus nor the sale of the Depositary Shares means that information contained in this prospectus Unless the context specifically indicates otherwise, references in this prospectus supplement to “Biodexa Pharmaceuticals PLC,”“Biodexa,” “the Company,” “we,” “our,” “ours,” “us,” “the Group,” or similar terms refer to Biodexa Pharmaceuticals PLC and its We have not taken any action to permit a public offering of the Depositary Shares outside the United States or to permit thepossession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of Table of Contents PRESENTATION OF FINANCIAL AND OTHER INFORMATION Our financial statements are prepared in accordance with International Financial Reporting Standards, as issued by the InternationalAccounting Standards Board and adopted by the European Union. We have made rounding adjustments to some of the figures included in We prepare our consolidated financial statements in British pounds sterling. Except as otherwise stated, all monetary amounts in this In this prospectus, unless otherwise specified or the context otherwise requires: •“$” and “U.S.dollar” each refer to the United States dollar (or units thereof); and •“£,” “pence” and “p” each refer to the British pound sterling (or units thereof). On March 27, 2023, following shareholder approval at a general meeting, we effected a one-for-20 reverse stock split of our OrdinaryShares, and our consolidated Ordinary Shares began trading on AIM, a market operated by the L