Biodexa Pharmaceuticals PLC ADR美股招股说明书(2025-12-19版)

and 2,891,781 Pre-Funded Units, Each Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase One American Depositary Shareand Two Series L Warrants, Each to Purchase One American Depositary Share 157,000 American Depositary Shares Representing 15,700,000,000 Ordinary Shares 2,891,781 American Depositary Shares Representing 289,178,100,000 Ordinary Shares Underlying the Pre-Funded Warrants 6,097,562 American Depositary Shares Representing 609,756,200,000 Ordinary Shares Underlying the Series L Warrants 152,439American Depositary Shares Representing 15,243,900,000 Ordinary Shares Underlying the Placement Agent Warrants This preliminary prospectus, or prospectus, relates to a best efforts public offering of 157,000 Units, or Units, of Biodexa Pharmaceuticals PLC, apublic limited company organized under the laws of England and Wales, or the Company, each Unit consisting of (i) one American Depositary Share(representing 100,000 of our ordinary shares, nominal value £0.000001 per share, or Ordinary Shares), or Depositary Shares, and (ii) two Series Lwarrants, or Series L Warrants, each to purchase one Depositary Share, at a combined public offering price of $3.28 per Unit. Each Series L Warrant will be immediately exercisable at an exercise price of $3.28 and will expire five (5) years after the issuance date. TheSeries L Warrants also contain certain anti-dilution protections. Please see the section of this prospectus entitled “Description of the Securities we are Offering” for further information. We are also offering the opportunity to purchase, if the purchaser so chooses in lieu of Units, 2,891,781 pre-funded units, or the Pre-Funded Units,to purchasers whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates, beneficially owning more than4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares immediately following the consummation of this offering. Each Pre-Funded Unit consists of (i) one pre-funded warrant exercisable for one Depositary Share, or a Pre-Funded Warrant, and (ii) two Series L Warrants. Subjectto limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together withits affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, up to 9.99%) of the number of Ordinary Shares outstandingimmediately after giving effect to such exercise. The combined public offering price of each Pre-Funded Unit is $3.2799, which is equal to the price perUnit being sold to the public in this offering, minus $0.0001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be$0.0001 per Depositary Share. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised atany time until all of the Pre-Funded Warrants are exercised in full. The Depositary Shares and Pre-Funded Warrants, and the accompanying Series L Warrants, as the case may be, can only be purchased together inthis offering but will be issued separately and will be immediately separable upon issuance. Pursuant to the registration statement related to this prospectus,we are also registering the Depositary Shares issuable upon exercise of the Series L Warrants and Pre-Funded Warrants included in the Units and Pre-Funded Units offered hereby. For each Pre-Funded Unit we sell (without regard to any limitation on exercise set forth therein), the number of Units we are offering will bedecreased on a one-for-one basis. Because the Series L Warrants are being sold together in this offering with each Depositary Share and, in the alternative,each Pre-Funded Warrant to purchase one Depositary Share, the number of Series L Warrants sold in this offering will not change as a result of a change inthe mix of the Depositary Shares and Pre-Funded Warrants sold. Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.” On December 16, 2025, the last reported sale priceof our Depositary Shares on the NASDAQ Capital Market was $6.50 per share. The combined public offering price was determined through negotiationbetween us and the placement agent in the offering and may be at a discount to the current market price. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. There is no established trading market for the Units, Pre-Funded Units, Series L Warrants or Pre-Funded Warrants, and we do not expect a marketto develop.In addition, we do not intend to apply for the listing of the Pre-Funded Warrants or Series L Warrants on any national securities exchange orother trading market. Without an active trading market, the liquidity of these securities will be limited. This offering will terminate no later than fifteen (15) business days following the effectiveness of this prospectus, unless we decid