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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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
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 offices)
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 ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
The information in this Form 6-K and the exhibit attached thereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
SUBMITTED HEREWITH
Attached to the Registrant’s Form 6-K filing for the month of May 2025 is:
|
Exhibit No. |
Description | |
| 99.1 | Notice of General Meeting | |
| 99.2 | Press Release dated May 22, 2025. |
SIGNATURE
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 | ||
| Date: May 22, 2025 | By: | /s/ Stephen Stamp |
| Stephen Stamp | ||
| Chief Executive Officer and Chief Financial Officer | ||
Exhibit 99.1
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 11 June 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 Resolutions 3 and 4 will be presented as special resolutions (collectively, the “Resolutions” and each a “Resolution”).
ORDINARY RESOLUTIONS
| 1. | THAT, subject to and conditional on the passing of Resolution 4, 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 4). |
| 2. | THAT the Directors of the Company be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Act”), in addition to any existing authorities to allot equity securities to the extent unused, to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company (“Rights”) up to an aggregate nominal value of £476,954.10, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2028 (unless renewed, varied or revoked by the Company prior to or on that date), except that the Company may, before such expiry, make an offer or agreement which would or might require shares in the Company to be allotted or Rights to be granted after such expiry and the Directors may allot shares in the Company or grant Rights in pursuance of that offer or agreement as if the authority conferred by this Resolution had not expired. |
SPECIAL RESOLUTIONS
| 3. | THAT, subject to and conditional upon the passing of Resolution 2, the Directors of the Company be and hereby generally empowered pursuant to Sections 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash, in addition to any existing authorities to allot equity securities to the extent unused, pursuant to the authority conferred by Resolution 2 as set out in this Notice, as if Section 561 of the Act did not apply to such allotment, provided that this power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2028 (unless renewed, varied or revoked by the Company prior to or on that date), except that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or the granting of rights to subscribe for, or convert any security into, shares in the Company after such expiry and the Directors may allot shares and grant rights to subscribe for, or convert such security into, shares in the Company in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. |
| 4. | 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. |
By order of the Board
Stephen Stamp
Company Secretary
Registered office:
1 Caspian Point Caspian Way Cardiff, Wales CF10 4DQ Resolutions 1 and 2 are ordinary resolutions which require a simple majority of more than 50% of votes to be cast in favour to be passed.
Date: 22 May 2025
EXPLANATORY NOTES TO THE RESOLUTIONS
Resolutions 3 and 4 are special resolutions which require a 75% majority of the votes to be cast in favour to be passed.
Ordinary Resolutions
Resolution 1 - Subdivision and Redesignation of Existing Ordinary Shares
It is proposed that each of the 28,906,308,922 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 4. Assuming no further Existing Ordinary Shares are issued before the GM and that the Resolutions are passed, the Company will have 28,906,308,922 New Ordinary Shares, 1,000,001 A Deferred Shares, 4,063,321,418 B Deferred Shares, 126,547,389,518 C Deferred Shares and 1,416,409,137,178 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 12 June 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 11 June 2025.
Following the Share Capital Reorganisation, existing share certificates will continue to be valid.
Resolution 2 – General authority to allot new shares
This resolution will be proposed to enable the Directors to obtain additional shareholder authority to allot ordinary shares in the capital of the Company without the prior consent of shareholders for a period expiring at the conclusion of the Annual General Meeting of the Company to be held in 2028.
The Company’s current intention is to add to, and diversify, its development pipeline with a continued focus on rare and orphan products and/or oncology. With limited cash resources, it is likely any acquisitions of additional development products will be for share consideration and will require attendant financings in order to progress them through proof-of-concept. Accordingly, the Board is seeking sufficient authorities to provide the flexibility to make such acquisitions and financings.
This resolution will allow the Directors to allot ordinary shares up to an aggregate maximum nominal amount of £476,954.10.
Special Resolutions
Resolution 3 – General disapplication of pre-emption rights
Under Section 561 of the Companies Act 2006, if the Directors wish to allot any equity securities for cash (other than in connection with any employee share scheme) they must offer them to existing shareholders in the first instance in proportion to their holdings (known as “pre-emption rights”).
This resolution will give the Directors the authority to allot equity securities for cash without first being required to offer such shares to existing shareholders for a period expiring at the conclusion of the Annual General Meeting to be held in 2028. If approved, the resolution will empower the Directors to issue shares on a non-pre-emptive basis pursuant to the authority conferred by Resolution 2 for cash up to an aggregate maximum nominal amount of £476,954.10.
This resolution will be proposed as a special resolution and is conditional on the passing of Resolution 2.
Resolution 4 – 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
| 1. | Holders of Existing Ordinary Shares are entitled to attend and vote at the GM. The total number of issued Existing Ordinary Shares in the Company on 20 May 2025, which is the latest practicable date before the publication of this document, is 28,906,308,922. On a vote by show of hands every member who is present in person or by proxy shall have one vote. On a poll vote every member who is present in person or by proxy shall have one vote for every Existing Ordinary Share of which he is the holder. |
| 2. | A member of the Company entitled to attend, speak and vote at this meeting is entitled to appoint one or more proxies to attend, speak and vote in that member’s place. A member may appoint more than one proxy in relation to this meeting provided that each proxy is appointed to exercise rights attached to a different share or shares held by that member. A proxy need not also be a member. Completion and return of a Form of Proxy (or any CREST Proxy Instruction, as described in notes 7 to 10) will not preclude a member from attending and voting at the meeting should the member so decide. A Form of Proxy has been sent to all registered holders of shares. If you wish to appoint multiple proxies please photocopy the Form of Proxy, fill in each copy in respect of different shares and send the multiple forms together to the Company’s registrars, Neville Registrars Limited, in accordance with note 3 below. Alternatively, you may appoint multiple proxies by CREST Proxy Instruction in accordance with notes 7 to 10 below. |
| 3. | To be valid, the Form of Proxy and any power of attorney or other authority (if any) under which it is signed (or a copy certified notarially, or in some other manner approved by the Board) must be completed and returned so as to reach the Company’s registrars, Neville Registrars Limited, at: Neville House, Steelpark Road, Halesowen B62 8HD by 1:00 p.m. on 9 June 2025 (or, if the meeting is adjourned, not less than 48 hours (excluding non-working days) before the time fixed for the holding of the adjourned meeting). |
| 4. | In the event that a poll is demanded at the meeting, and such poll is to be taken more than 48 hours thereafter, the Form of Proxy (together with any documents of authority required by note 3) may be returned to the Company’s registrars, Neville Registrars Limited at the address in note 3 above so as to arrive not later than 24 hours before the time appointed for such poll. In the event that a poll is demanded at the meeting, and such poll is not taken at the meeting, but is taken less than 48 hours after the meeting, the enclosed Form of Proxy (together with any documents of authority required by note 3) may be delivered at the meeting to the chairman of the meeting or to the secretary or any director of the Company. |
| 5. | Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), to be entitled to attend and vote at the meeting (and for the purpose of determining the number of votes a member may cast), members must be entered on the register of members of the Company at 6:00 p.m. on 9 June 2025. |
| 6. | In the case of joint holders, the signature of only one of the joint holders is required on the Form of Proxy, but the vote of the senior (by order in the register of members) who tenders a vote will be accepted to the exclusion of the others. |
| 7. | CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for this meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. |
| 8. | In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK & International Limited’s (“Euroclear”) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s agent (ID 7RA11) by the latest time for proxy appointments set out in note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. |
| 9. | CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com/site/public/EUI). |
| 10. | The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended). |
| 11. | A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share. |
Exhibit 99.2
May 22, 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 11 June 2025 at 1.00pm was posted to shareholders today.
The Board of Directors is proposing four resolutions:
Ordinary Resolutions
| 1. | That, subject to and conditional on the passing of Resolution 4, each of the issued ordinary shares of £0.001 each in the capital of the Company be subdivided and redesignated into one ordinary share of £0.00005 each and 19 C deferred shares of £0.00005 each (such C 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 4). |
| 2. | That the Directors of the Company be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the “Act”), in addition to any existing authorities to allot equity securities to the extent unused, to exercise all powers of the Company to allot shares in the Company or to grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal value of £476,954.10, provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2028. |
Special Resolutions
| 3. | That, subject to and conditional upon the passing of Resolution 2, the Directors of the Company be and hereby generally empowered pursuant to Sections 570 of the Act to allot equity securities (within the meaning of Section 560 of the Act) wholly for cash, in addition to any existing authorities to allot equity securities to the extent unused, pursuant to the authority conferred by Resolution 2 as set out in this Notice, as if Section 561 of the Act did not apply to such allotment, provided that this power shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2028. |
| 4. | 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.