EXHIBIT 99.1

Notice of General Meeting

April 17, 2025

Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)

Notice of General Meeting

Biodexa Pharmaceuticals PLC, (Nasdaq: BDRX), a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs announces a Notice of a General Meeting to be held at the Company’s offices, 1 Caspian Point, Caspian Way, Cardiff, CF10 4DQ on 2 May 2025 at 13:00 BST was posted to shareholders yesterday.

The Board of Directors is proposing three resolutions:

Ordinary Resolutions
1.   That, subject to and conditional on the passing of Resolution 3, each of the issued ordinary shares of £0.00005 each in the capital of the Company be subdivided and redesignated into one ordinary share of £0.000001 each and 49 D deferred shares of £0.000001 each (such D deferred shares having the rights and being subject to the restrictions set out in the articles of association of the Company adopted pursuant to Resolution 3).


2.   That, the directors’ remuneration policy, the full text of which is set out in the Appendix (Directors’ Remuneration Policy) hereto, be approved. to take effect from the date on which this Resolution is passed.


Special Resolution
3.   That, subject to and conditional on the passing of Resolution 1, the draft articles of association tabled at the meeting, initialled by the Chairman, and available on the Company’s website, www.biodexapharma.com and labelled the ‘New Articles’, be approved and adopted as the new articles of association of the Company in substitution for and to the entire exclusion of the Company’s existing articles of association.


The purpose of the Resolutions is to lower the par value of the ordinary shares and allow the Company to issue ordinary shares above par value.

Neither the number of ordinary shares outstanding nor the number of American Depositary Shares will change as a result of passing of the Resolutions.

About Biodexa Pharmaceuticals PLC
Biodexa Pharmaceuticals PLC (listed on NASDAQ: BDRX) is a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs. The Company’s lead development programs include eRapa, under development for Familial Adenomatous Polyposis and Non-Muscle Invasive Bladder Cancer; tolimidone, under development for the treatment of type 1 diabetes; and MTX110, which is being studied in aggressive rare/orphan brain cancer indications.

eRapa is a proprietary oral tablet formulation of rapamycin, also known as sirolimus. Rapamycin is an mTOR (mammalian Target Of Rapamycin) inhibitor. mTOR has been shown to have a significant role

in the signalling pathway that regulates cellular metabolism, growth and proliferation and is activated during tumorigenesis.

Tolimidone is an orally delivered, potent and selective inhibitor of Lyn kinase. Lyn is a member of the Src family of protein tyrosine kinases, which is mainly expressed in hematopoietic cells, in neural tissues, liver, and adipose tissue. Tolimidone demonstrates glycaemic control via insulin sensitization in animal models of diabetes and has the potential to become a first in class blood glucose modulating agent.

MTX110 is a solubilized formulation of the histone deacetylase (HDAC) inhibitor, panobinostat. This proprietary formulation enables delivery of the product via convection-enhanced delivery (CED) at chemotherapeutic doses directly to the site of the tumor, by-passing the blood-brain barrier and potentially avoiding systemic toxicity.

Biodexa is supported by three proprietary drug delivery technologies focused on improving the bio- delivery and bio-distribution of medicines. Biodexa’s headquarters and R&D facility is in Cardiff, UK. For more information visit 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 and are based on management’s belief or interpretation. All statements contained in this announcement that do not relate to matters of historical fact should be considered forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved.” Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause their actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein.

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.

APPENDIX

Directors’ Remuneration Policy

Policy on Executive Directors’ remuneration

Executive remuneration packages are designed to attract and retain executives of the necessary skill and calibre to run the Group, with reference to benchmarking comparable groups. The Remuneration Committee recommends remuneration packages to the Board by reference to individual performance. It also uses the knowledge and experience of the Committee members and published surveys relating to publicly traded companies and the pharmaceutical industry. The Remuneration Committee has responsibility for recommending any long-term incentive schemes.

The Board determines whether Executive Directors are permitted to serve in roles with other companies. Such permission is only granted where a role is on a strictly limited basis, where there are no conflicts of interest or competing activities and providing there is no adverse impact on the commitments required to the Group. Earnings from such roles are not disclosed to the Group.

There are five main components of the remuneration package for the Executive Director:

The pay and employment conditions of non-Director employees were not taken into account in setting the components of the Executive Director’s remuneration. Accordingly, non-Director employees were not consulted.

Policy on Non-executive Directors’ remuneration

The Non-executive Directors receive a fee for their services as a Director, which is approved by the Board, giving due consideration to the time commitment and responsibilities of their roles and of current market rates for comparable organisations and appointments. Non-executive Directors are reimbursed for travelling and other incidental expenses incurred on Group business in accordance with the Group expenses policy.

In line with most NASDAQ listed companies and to further align Non-executive Directors with shareholders, Non-executive Directors may be granted options over Ordinary Shares in the Company. The exercise price of options must be at least the nominal value of an Ordinary Share, if Ordinary Shares are to be issued to satisfy an option. The vesting terms will normally be the same as for Executive Directors.

General

The Remuneration Committee has the discretion to issue equity awards on substantially equivalent terms eg as RSUs or restricted stock or offering stock grants with appropriate adjustments to take account of any non-UK tax or other issues in accordance with the Company's share plan arrangements from time to time. The Remuneration Committee also has the discretion to make minor amendments to the arrangements set out in this policy without shareholder approval. The Remuneration Committee may also give effect to any legacy arrangements agreed with any Director before the introduction of this policy or before that person became a Director.

Special arrangements may apply for Directors on joining the Group or being promoted. The current notice periods for Directors are 3 months for the Chairman, 1 month for non-executive Directors and six months for Stephen Stamp. The Group has no specific policy on loss of office other than to ensure that Directors are compensated in accordance with their contractual and statutory entitlements which may include discretion being exercised including in respect of equity award rights. Payments made on or after loss of office may include payments in lieu of notice, amounts in respect of claims settled in good faith and may include customary benefits payable to employees on termination of employment as well as the payment of professional fees.

This policy is intended to take effect immediately after the conclusion of the General Meeting on 2 May 2025 if it is approved at that meeting by shareholders.

Exhibit 99.2

NOTICE OF GENERAL MEETING

BIODEXA PHARMACEUTICALS PLC

(Incorporated and registered in England and Wales with registered no. 09216368)

Notice is hereby given that a general meeting (“GM”) of the members of Biodexa Pharmaceuticals PLC (the “Company”) will be held at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ on 2 May 2025 at 1:00 p.m. to consider and, if thought fit, pass the following resolutions. Resolutions 1 and 2 will be proposed as ordinary resolutions and Resolution 3 will be presented as a special resolution (collectively, the “Resolutions” and each a “Resolution”).

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

By order of the Board Stephen Stamp

Company Secretary

Registered office:

1 Caspian Point

Caspian Way

Cardiff, Wales

CF10 4DQ

Date: 16 April 2025

EXPLANATORY NOTES TO THE RESOLUTIONS

Resolution 1 and Resolution 2 are ordinary resolutions which require a simple majority of more than 50% of votes to be cast in favour to be passed. Resolution 3 is a special resolution which requires a 75% majority of the votes to be cast in favour to be passed.

Ordinary Resolution

Resolution 1 - Subdivision and Redesignation of Existing Ordinary Shares

It is proposed that each of the 25,617,408,922 existing ordinary shares of £0.00005 each in the capital of the Company (the “Existing Ordinary Shares”) will be subdivided and redesignated into one ordinary share of £0.000001 each (“New Ordinary Shares”) and 49 D deferred shares of £0.000001 each (the “D Deferred Shares”) (the “Share Capital Reorganisation”).

The Company is proposing the Share Capital Reorganisation in order to ensure that the aggregate nominal value of the Existing Ordinary Shares that represent the Company’s American Depositary Shares listed on the NASDAQ Capital Market (“ADSs”), which currently represent 10,000 Existing Ordinary Shares, will be sufficiently below the trading price of the ADSs. It is only the nominal value of the New Ordinary Shares which will change to £0.000001 each, compared to the current nominal value of the Existing Ordinary Shares of £0.00005 each.

The entitlements to Existing Ordinary Shares of holders of securities or instruments convertible into ordinary shares (such as options or warrants) will not change as a result of the Share Capital Reorganisation.

As is standard, it is proposed that each D Deferred Share will have very limited rights and will effectively be valueless. The Company will not issue any share certificates in respect of D Deferred Shares. The D Deferred Shares shall have the rights and restrictions as set out in the New Articles (as defined below) and shall not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution. A D Deferred Share shall entitle the holder thereof to participate in any return of capital on a winding up of the Company but only after the liabilities of the Company have been paid and after the holders of New Ordinary Shares have received the sum of £100 for each New Ordinary Share held by them and the holder of a D Deferred Share shall have no other right to participate in the assets or profits of the Company. A D Deferred Share is liable to be cancelled without payment of any consideration to the holder of the D Deferred Share.

This resolution will be proposed as an ordinary resolution and is conditional on the passing of Resolution 3. Assuming no further Existing Ordinary Shares are issued before the GM and that the Resolutions are passed, the Company will have 25,617,408,922 New Ordinary Shares, 1,000,001 A Deferred Shares, 4,063,321,418 B Deferred Shares, 126,547,389,518 C Deferred Shares and 1,255,253,037,178 D Deferred Shares.

The ISIN in respect of the Existing Ordinary Shares will remain unchanged in respect of the New Ordinary Shares.

If you hold your Existing Ordinary Shares in uncertificated form, you should expect to have your CREST account updated to reflect holdings of the New Ordinary Shares instead of the Existing Ordinary Shares to which you are entitled on the implementation of the Share Capital Reorganisation on 6 May 2025 or as soon as practicable after the Share Capital Reorganisation becomes effective. The Record Date for the Share Capital Reorganisation will be 6:00 p.m. on 2 May 2025.

Following the Share Capital Reorganisation, existing share certificates will continue to be valid.

Ordinary Resolution

Resolution 2 – Approval of the Directors’ Remuneration Policy

The existing directors' remuneration policy was approved by the shareholders of the Company at the Annual General Meeting held on 20 June 2022 and a new policy must be put to a shareholder vote in 2025. The directors’ remuneration policy sets out the Company’s forward-looking policy on directors’ remuneration. Subject to the approval of Resolution 2, the new directors’ remuneration policy will take effect from the close of the GM and will be valid for a period of three years. Resolution 2 is an ordinary resolution and payments to directors made after the new directors’ remuneration policy becomes effective must be consistent with the new policy or separately approved by an ordinary resolution put to a general meeting of shareholders.

Having considered the existing policy, the board of directors is of the opinion that the current structure does not, amongst other matters, adequately align with the stated purpose of the share option component of the policy, to motivate and provide medium / long term incentives and rewards and align directors' interests with shareholders. Under the existing policy, the exercise price of all granted options to directors is required to be at least the mid-market closing price of a Company share the business day before the day of grant. The key proposed change to the existing remuneration policy is to allow the grant of options to directors at an exercise price which may be set flexibly provided it is at least the nominal value of a share, if shares are to be issued to satisfy an option. However, the opportunity has also been taken to bring the Company's policy more in line with other policies adopted by quoted public limited companies.

Consequently, after careful consideration, the directors are proposing certain changes to the policy. The new remuneration policy, incorporating these proposed changes, is set out in the Appendix (Directors’ Remuneration Policy) to this document.

Special Resolution

Resolution 3 – Adoption of New Articles of Association

In connection with the Share Capital Reorganisation, the Company proposes to adopt new articles of association (the “New Articles”) in substitution for and to the exclusion of the Company’s existing articles of association (the “Existing Articles”) in order to make consequential amendments to the Existing Articles to include provisions in respect of the ‘D Deferred Shares’.

The Existing Articles and the New Articles (and a comparison of the two showing the proposed amendments) are available for inspection on the Company’s website at www.biodexapharma.com and at the Company’s registered office at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ during normal business hours until the time of the GM. The members will also have the opportunity to inspect the Existing Articles and the New Articles (and a comparison of the two showing the proposed amendments) at the GM.

This resolution will be proposed as a special resolution and is conditional on the passing of Resolution 1.

NOTES

Proxies

Appendix

Directors’ Remuneration Policy

Policy on Executive Directors’ remuneration

Executive remuneration packages are designed to attract and retain executives of the necessary skill and calibre to run the Group, with reference to benchmarking comparable groups. The Remuneration Committee recommends remuneration packages to the Board by reference to individual performance. It also uses the knowledge and experience of the Committee members and published surveys relating to publicly traded companies and the pharmaceutical industry. The Remuneration Committee has responsibility for recommending any long-term incentive schemes.

The Board determines whether Executive Directors are permitted to serve in roles with other companies. Such permission is only granted where a role is on a strictly limited basis, where there are no conflicts of interest or competing activities and providing there is no adverse impact on the commitments required to the Group. Earnings from such roles are not disclosed to the Group.

There are five main components of the remuneration package for the Executive Director:

The pay and employment conditions of non-Director employees were not taken into account in setting the components of the Executive Director’s remuneration. Accordingly, non-Director employees were not consulted.

Policy on Non-executive Directors’ remuneration

The Non-executive Directors receive a fee for their services as a Director, which is approved by the Board, giving due consideration to the time commitment and responsibilities of their roles and of current market rates for comparable organisations and appointments. Non-executive Directors are reimbursed for travelling and other incidental expenses incurred on Group business in accordance with the Group expenses policy.

In line with most NASDAQ listed companies and to further align Non-executive Directors with shareholders, Non-executive Directors may be granted options over Ordinary Shares in the Company. The exercise price of options must be at least the nominal value of an Ordinary Share, if Ordinary Shares are to be issued to satisfy an option. The vesting terms will normally be the same as for Executive Directors.

General

The Remuneration Committee has the discretion to issue equity awards on substantially equivalent terms eg as RSUs or restricted stock or offering stock grants with appropriate adjustments to take account of any non-UK tax or other issues in accordance with the Company's share plan arrangements from time to time. The Remuneration Committee also has the discretion to make minor amendments to the arrangements set out in this policy without shareholder approval. The Remuneration Committee may also give effect to any legacy arrangements agreed with any Director before the introduction of this policy or before that person became a Director.

Special arrangements may apply for Directors on joining the Group or being promoted. The current notice periods for Directors are 3 months for the Chairman, 1 month for non-executive Directors and six months for Stephen Stamp. The Group has no specific policy on loss of office other than to ensure that Directors are compensated in accordance with their contractual and statutory entitlements which may include discretion being exercised including in respect of equity award rights. Payments made on or after loss of office may include payments in lieu of notice, amounts in respect of claims settled in good faith and may include customary benefits payable to employees on termination of employment as well as the payment of professional fees.

This policy is intended to take effect immediately after the conclusion of the General Meeting on 2 May 2025 if it is approved at that meeting by shareholders.