424B3 1 bio424b3_333281489.htm

Filed Pursuant to Rule 424(b)(3)

File No. 333-281489

PROSPECTUS

1,701,800,000 Ordinary Shares Representing 17,018 American Depositary Shares

___________________

This prospectus relates to the resale from time to time, by the selling shareholders identified in this prospectus, of up to an aggregate of 1,701,800,000 ordinary shares, nominal value £0.000001 per share, or Ordinary Shares, of Biodexa Pharmaceuticals PLC, or the Company, represented by 17,018 American Depositary Shares, or Depositary Shares, issuable upon the exercise of Series J warrants, or Series J Warrants, issued in a July 2024 private placement, or the July 2024 Private Placement.

The selling shareholders are identified in the table commencing on page 51. 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 Shares by the selling shareholders. All net proceeds from the sale of the Ordinary Shares represented by Depositary Shares covered by this prospectus will go to the selling shareholders. However, we may receive proceeds from any exercise of warrants held by selling shareholders. See “Use of Proceeds.”

The selling shareholders may sell all or a portion of the Ordinary Shares represented by Depositary Shares from time to time in market transactions through any market on which our Depositary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, 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 price of our Depositary Shares on the NASDAQ Capital Market on March 27, 2026 was $0.6541.

Investing in our securities involves risks. See “Risk Factors” beginning on page 7 of this 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 is March 30, 2026

TABLE OF CONTENTS

	Page

ABOUT THIS PROSPECTUS	1

PRESENTATION OF FINANCIAL AND OTHER INFORMATION	2

PROSPECTUS SUMMARY	4

RISK FACTORS	7

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	8

USE OF PROCEEDS	9

DIVIDEND POLICY	10

CAPITALIZATION	11

DESCRIPTION OF OFFERED SECURITIES AND SHARE CAPITAL	12

DESCRIPTION OF AMERICAN DEPOSITARY SHARES	29

TAXATION	43

SELLING SHAREHOLDERS	51

PLAN OF DISTRIBUTION	54

EXPENSES OF THE OFFERING	56

LEGAL MATTERS	56

EXPERTS	56

ENFORCEMENT OF CIVIL LIABILITIES	56

WHERE YOU CAN FIND MORE INFORMATION	57

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	57

Depositary Shares offered by the Selling Shareholders		An aggregate of 1,701,800,000 Ordinary Shares of the Company represented by 17,018 Depositary Shares issuable upon the exercise of Series J Warrants. The selling shareholders are identified in the table commencing on page 51.

Total Ordinary Shares outstanding at March 1, 2026		324,156,808,922 Ordinary Shares (including those represented by Depositary Shares)

Depositary Shares		Each Depositary Share represents 100,000 Ordinary Shares. The depositary (through its custodian) will hold the Ordinary Shares underlying your Depositary Shares. You will have rights as provided in the deposit agreement among us, JPMorgan Bank Chase Bank, N.A., as depositary, and all owners and holders from time to time of Depositary Shares issued thereunder. You may, among other things, cancel your Depositary Shares and withdraw the underlying Ordinary Shares against a fee paid to the depositary (which may be reimbursable by the Company). In certain limited instances described in the deposit agreement, we may amend or terminate the deposit agreement without your consent. If you continue to hold your Depositary Shares, you agree to be bound by the terms of the deposit agreement then in effect. To better understand the terms of the Depositary Shares and the deposit agreement, including applicable fees and charges, you should carefully read “Description of American Depositary Shares” in this prospectus. You should also read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.

Depositary		JPMorgan Chase Bank, N.A.

Use of proceeds		We will not receive any proceeds from the sale of the Ordinary Shares represented by Depositary Shares by the selling shareholders. All net proceeds from the sale of the Ordinary Shares represented by Depositary Shares covered by this prospectus will go to the selling shareholders. However, we will receive the proceeds from any exercise of the warrants exercised for cash. See the section of this prospectus titled “Use of Proceeds.”

Risk factors		You should read the “Risk Factors” section starting on page 7 of this prospectus for a discussion of factors to consider before deciding to invest in our securities.

Dividend policy		We have never declared or paid any cash dividends to our shareholders, and we currently do not expect to declare or pay any cash dividends in the foreseeable future. See “Dividend Policy.”

Listing		Our Depositary Shares are listed on the NASDAQ Capital Market under the symbol “BDRX.”

(£ in thousands)	As of December 31, 2025

Cash and cash equivalents		8,534
Long-term debt		--
Total equity		11,539
Total capitalization		11,539

Name of Selling Shareholder	Number of Ordinary Shares Owned Prior to Offering **		Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus **		Number of Ordinary Shares Owned After Offering** (1)		Percentage of Ordinary Shares Owned after the Offering (%)** *
Bigger Capital Fund, LP (2)		468,000,000		212,700,000		255,300,000		*
Brio Capital Master Fund Ltd. (3)		585,100,000		425,500,000		159,600,000		*
District 2 Capital Fund LP (4)		484,500,000		212,700,000		271,800,000		*
Iroquois Capital Investment Group LLC (5)		350,200,000		276,500,000		73,700,00		*
Iroquois Master Fund LP (6)		234,700,000		148,900,000		85,800,000		*
Ionic Ventures, LLC (7)		585,100,000		425,500,000		159,600,000		*

SEC registration fee	$	936
Printing and engraving		5,000
Accounting services		15,000
Legal fees and expenses		50,000
Miscellaneous		5,000
Total	$	75,936

SEC Form 424B3 filed by Biodexa Pharmaceuticals plc American Depositary Shs