Biodexa Pharmaceuticals PLC ADR美股招股说明书(2026-07-01版)

82,809 American Depositary SharesRepresenting 41,404,500,000 Ordinary Shares 200,143 Pre-Funded Warrants to purchase 200,143 American Depositary SharesRepresenting 100,071,500,000 Ordinary Shares We are offering 82,809 of our American Depositary Shares, or Depositary Shares, pursuant to this prospectus supplement, orthe Registered Depositary Shares. Each Registered Depositary Share will be sold in this offering at a purchase price equal to $2.85.Each Depositary Share represents 500,000 of our ordinary shares, nominal value £0.000001 per share, or Ordinary Shares. In addition, we are offering 200,143 pre-funded warrants, or Pre-Funded Warrants, in lieu of Depositary Shares, to theinvestors whose purchase of Registered Depositary Shares in this offering would otherwise result in such investor, together with itsaffiliates, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our Ordinary Shares. Each Pre-FundedWarrant sold in this offering will be sold at a purchase price equal to $2.8499 (equal to the purchase price per Registered DepositaryShare, minus $0.0001). The per share exercise price for the Pre-Funded Warrants will be $0.0001, and the Pre-Funded Warrants areimmediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. We refer to the Registered Depositary Shares and the Pre-Funded Warrants issued in this offering, collectively, as thesecurities. In a concurrent private placement, or the Private Placement, we will also issue to the purchasers in this offering Series Mwarrants exercisable for an aggregate of 282,952 Depositary Shares, or the Series M Warrants. The Series M Warrants will beexercisable at an exercise price of $2.85 per Depositary Shares, subject to adjustments for certain dilutive equity issuances. TheWarrants will become exercisable upon receipt of shareholder approval, or Shareholder Approval, to allot the Series M Warrants, theDepositary Shares issuable upon the exercise of the Series M Warrants, or the Series M Warrant ADSs, and the ordinary sharesunderlying the Series M Warrant ADSs, or the Series M Warrant Shares, offered in the Private Placement without triggering statutorypreemptive rights under the laws of England and Wales.The Series M Warrants will be exercisable at an exercise price of $2.85 perDepositary Shares, subject to adjustments for certain dilutive equity issuances. The Series M Warrants will expire five years from theinitial exercise date. Six months after the issuance date of the Series M Warrants, if and only if there is no effective registrationstatement registering the applicable Depositary Shares, or no current prospectus available for such shares, the resale of the DepositaryShares issuable upon exercise of the Series M Warrants, the purchaser may exercise the Series M Warrants by means of a “cashlessexercise”, subject to the satisfaction of payment of not less than the nominal value of the Ordinary Share under the provisions of theUnited Kingdom Companies Act of 2006, or the Companies Act. A holder of the Series M Warrants may not exercise the Series MWarrants if the holder, together with its affiliates, would beneficially own more than 4.99% or 9.99% (such amount to be determined atthe option of the holder) of the number of Ordinary Shares outstanding immediately after giving effect to such exercise. The Series MWarrants, the Series M Warrant ADSs, and the Series M Warrant Shares offered in the Private Placement are not being registered underthe Securities Act of 1933, as amended, or the Securities Act, pursuant to the registration statement of which this prospectussupplement and the accompanying base prospectus form a part, nor are such Series M Warrants, Series M Warrant ADSs and Series MWarrant Shares being offered pursuant to such prospectus supplement and base prospectus. The Series M Warrants are being offeredpursuant to the exemption provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder. The Series MWarrants are not, and will not be, listed for trading on any national securities exchange. Each investor will be an “accredited investor”(as such term is defined in Rule 501(a) under the Securities Act) or “qualified institutional buyer” (as such term is defined in Rule144A under the Securities Act). Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing priceof Depositary Shares on the NASDAQ Capital Market on June 28, 2026 was $2.92. There is no established public trading market for the Pre-Funded Warrants and we do not expect a market to develop. Inaddition, we do not intend to list the Pre-Funded Warrants, nor do we expect the Pre-Funded Warrants to be quoted, on NASDAQ orany other national securities exchange or any other nationally recognized trading system. Without an active trading market, theliquidity of the Pre-Funded Warrants will be limited. We have engaged the