Filed pursuant to Rule 424(b)(3)
Registration No.: 333-272693
PROSPECTUS SUPPLEMENT No. 13
(to Prospectus dated May 2, 2024)
BIODEXA PHARMACEUTICALS PLC
115,102,400 Ordinary Shares Representing 287,756
American Depositary Shares
This prospectus supplement
No. 13 (the “Prospectus Supplement”) amends and supplements our prospectus contained in our Post-Effective Amendment No. 1
to Registration Statement on Form F-1, effective as of May 2, 2024 (the “Prospectus”), related to the resale by the selling
shareholders identified in the Prospectus of up to an aggregate of 115,102,400 of our ordinary shares, nominal value £0.001 per
share, represented by 287,756 American Depositary Shares (the “Depositary Shares”).
This Prospectus Supplement
is being filed in order to incorporate into and include in the Prospectus the information contained in our attached Form 6-K, filed with
the Securities and Exchange Commission on September 19, 2024.
This Prospectus Supplement
should be read in conjunction with the Prospectus and is qualified by reference to the Prospectus except to the extent that the information
in this Prospectus Supplement supersedes the information contained therein.
Our Depositary Shares are
listed on the NASDAQ Capital Market under the symbol “BDRX.” The last reported closing price of Depositary Shares on the NASDAQ
Capital Market on September 19, 2024 was $0.366.
Investing in our securities
involves risks. See “Risk Factors” beginning on page 11 of the Prospectus and in the documents incorporated by reference in
the Prospectus for a discussion of the 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 of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
______________________________
The date of this Prospectus Supplement is September
20, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2024
Commission File Number: 001-37652
Biodexa Pharmaceuticals PLC
(Translation of registrant's name into English)
1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ, United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
The information included in this report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on
Form S-8 (File Number 333-209365) and Form F-3 (File Number 333-267932) of the Company (including any prospectuses forming a part of such
registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents
or reports subsequently filed or furnished.
SUBMITTED HEREWITH
Attached to the Registrant’s Form 6-K filing for the month of September 2024, and incorporated by reference herein, is:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Biodexa Pharmaceuticals PLC |
| | (Registrant) |
| | |
| | |
Date: September 19, 2024 | | /s/ Stephen Stamp |
| | Stephen Stamp |
| | Chief Executive Officer, Chief Financial Officer |
| | |
EXHIBIT
99.1
ADR Ratio
Change
September
19, 2024
Biodexa
Pharmaceuticals PLC
(“Biodexa” or the “Company”)
ADR
Ratio Change
Biodexa Pharmaceuticals
PLC (Nasdaq: BDRX), an acquisition-focused clinical stage biopharmaceutical company developing
a pipeline of innovative products for the treatment of diseases with unmet medical needs,
today announces a ratio change on its American Depositary Receipts (“ADR”) from
one (1) ADR representing four hundred (400) ordinary shares, to the new ratio of one (1)
ADR representing ten thousand (10,000) ordinary shares (the "Ratio Change"). The effective
date of the Ratio Change is expected to be October 4,2024.
Pursuant
to the Ratio Change, ADR holders will be required on a mandatory basis to surrender their
ADRs for cancellation and exchange to receive one (1) new ADR (New CUSIP: 59564R807) for
every twenty-five (25) old ADRs (Old CUSIP: 59564R708). No fractional ADRs will be allocated.
The aggregate fractions, if any, will be sold and the net proceeds will be distributed to
the entitled ADR holder. The Company's Depositary, JP Morgan Chase Bank, N.A. will contact
ADR holders and arrange for the exchange of their existing ADRs for new ADRs.
For
ADR holders, the Ratio Change will have the same effect as a one-for-twenty-five reverse
ADR split. The ordinary shares of Biodexa will not be affected by this change.
The
Ratio Change is aimed to bring the price of the Company’s ADRs into compliance with
the Nasdaq $1.00 minimum bid price per share requirement, although Biodexa can
give no assurance that the Ratio Change will be effective in achieving this goal.
Biodexa
Pharmaceuticals PLC |
Stephen
Stamp, CEO, CFO |
Tel:
+44 (0)29 2048 0180 |
www.biodexapharma.com |
Forward-Looking
Statements
Certain statements
in this announcement may constitute “forward-looking statements” within the meaning
of legislation in the United Kingdom and/or United States. Such statements are made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Any forward-looking statements are based on currently available competitive, financial
and economic data together with management's views and assumptions regarding future events
and business performance as of the time the statements are made and are subject to risks
and uncertainties. We wish to caution you that there are some known and unknown factors that
could cause actual results to differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. All statements contained in this
announcement that do not relate to matters of historical fact should be considered forward-looking
statements.
Reference
should be made to those documents that Biodexa shall file from time to time or announcements
that may be made by Biodexa in accordance with the rules and regulations promulgated by the
SEC, which contain and identify other important factors that could cause actual results to
differ materially from those contained in any projections or forward-looking statements.
These forward-looking statements speak only as of the date of this announcement. All
subsequent written and oral forward-looking statements by or concerning Biodexa are expressly
qualified in their entirety by the cautionary statements above. Except as may be required
under relevant laws in the United States, Biodexa does not undertake any obligation to publicly
update or revise any forward-looking statements because of new information, future events
or events otherwise arising.
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