Biodexa Pharmaceuticals PLC ADR美股招股说明书(2026-08-04版)

The selling shareholder is identified in the table commencing on page 18. Each Depositary Share represents 50 OrdinaryShares. No Depositary Shares are being registered hereunder for sale by us. We will not receive any proceeds from the sale of theDepositary Shares by the selling shareholder. All net proceeds from the sale of the Ordinary Shares represented by Depositary Sharescovered by this prospectus will go to the selling shareholder. However, we may receive proceeds from any exercise of warrants held byselling shareholder. We are paying the cost of registering the Ordinary Shares represented by Depositary Shares covered by thisprospectus. The selling shareholder is responsible for any underwriting discounts and selling commissions and/or similar chargesincurred in connection with the sale of the shares. See “Use of Proceeds.” The selling shareholder may sell all or a portion of the Ordinary Shares represented by Depositary Shares from time to time inmarket transactions through any market on which our Depositary Shares are then traded, in negotiated transactions or otherwise, and atprices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker orbrokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution.” Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing priceof our Depositary Shares on the NASDAQ Capital Market on July 31, 2026 was $1.32. Investing in our securities involves risks. See “Risk Factors” beginning on page 8 of this prospectus for a discussion ofthe factors 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 August 3, 2026 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PRESENTATION OF FINANCIAL AND OTHER INFORMATION2PROSPECTUS SUMMARY4RISK FACTORS8CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS9USE OF PROCEEDS11DIVIDEND POLICY12CAPITALIZATION13DESCRIPTION OF OFFERED SECURITIES AND SHARE CAPITAL14DESCRIPTION OF AMERICAN DEPOSITARY SHARES16TAXATION17SELLING SHAREHOLDERS18PLAN OF DISTRIBUTION19EXPENSES OF THE OFFERING21LEGAL MATTERS21EXPERTS21ENFORCEMENT OF CIVIL LIABILITIES21WHERE YOU CAN FIND MORE INFORMATION22 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”). Aspermitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not containedin this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s website or itsoffices described below under the heading “Where You Can Find More Information”. 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,these securities in any state where the offer or sale is not permitted. The information in this prospectus speaks only as of the date ofthis prospectus unless the information specifically indicates that another date applies, regardless of the time of delivery of thisprospectus or of any sale of the securities offered hereby. Our business, financial condition, results of operations, and prospects mayhave changed since that date. We do not take any responsibility for, nor do we provide any assurance as to the reliability of, anyinformation other than the information in this prospectus. Neither the delivery of this prospectus nor the sale of the Depositary Sharesmeans that information contained in this prospectus is correct after the date of this prospectus. You should not consider this prospectusto be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation relating to the securitiesis not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation relating to the securities if theperson making the offer or solicitation is not qualified to do so, or if it is unlawful for you to receive such an offer or solicitation. Unless the context specifically indicates otherwise, references in this prospectus supplement to “Biodexa PharmaceuticalsPLC,” “Biodexa,” “the Company,” “we,” “our,” “ours,” “us,” “the Group,” or similar terms refer to Biodexa Pharmaceuticals PLC andits consolidated subsidiaries. For investors outside the United States: We have not taken any action to permit a public offering of the DepositaryShares outside the United States or to permit the possession o