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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): ¨
EXPLANATORY NOTE
On May 23, 2025, Biodexa Pharmaceuticals PLC (the “Company”) posted its Annual Report for the year ended December 31, 2024 (the “Annual Report”) and distributed a Notice of Annual General Meeting (the “AGM Notice”) to its shareholders. The Company has also disseminated to its (i) holders of ordinary shares, nominal value £0.00005 per share, a proxy form for the Annual General Meeting (the “Ordinary Shares AGM Proxy Form”) and (ii) holders of American Depositary Shares, a proxy form for the Annual General Meeting (the “ADS AGM Proxy Form”). The Annual General Meeting is scheduled to take place on June 26, 2025 at 1:00 p.m. (London time) at the Company’s registered office at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ.
A copy of the Annual Report, AGM Notice, Ordinary Shares AGM Proxy Form and ADS AGM Proxy Form are attached hereto as Exhibits 99.1, 99.2, 99.3, and 99.4 respectively.
The information in this Form 6-K and the exhibits 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:
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 23, 2025 | By: | /s/ Stephen Stamp |
| Stephen Stamp | ||
| Chief Executive Officer and Chief Financial Officer | ||
Exhibit 99.2
NOTICE OF ANNUAL GENERAL MEETING
BIODEXA PHARMACEUTICALS PLC
(INCORPORATED AND REGISTERED IN ENGLAND AND WALES WITH REGISTERED NO. 09216368)
Notice is hereby given that an Annual General Meeting (“AGM”) of the members of Biodexa Pharmaceuticals PLC (the “Company”) will be held at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ on 26 June 2025 at 1:00 p.m. to consider and, if thought fit, pass the following resolutions. All of which will be proposed as ordinary resolutions (collectively, the “Resolutions” and each a “Resolution”).
ORDINARY RESOLUTIONS
| 1. | To receive the Company’s Report and Accounts for the year ended 31 December 2024. |
| 2. | To approve the directors’ remuneration report, as set out in the Company’s Report and Accounts for the year ended 31 December 2024 (the “Directors’ Remuneration Report”), excluding the directors’ remuneration policy as set out on pages 22 to 31 of the Directors’ Remuneration Report. |
| 3. | To re-elect Stephen Parker as a Director of the Company, who retires by rotation in accordance with the articles of association of the Company. |
| 4. | To re-elect Stephen Stamp as a Director of the Company, who retires by rotation in accordance with the articles of association of the Company. |
| 5. | To re-elect Simon Turton as a Director of the Company, who retires in accordance with article 70.5 of the articles of association of the Company. |
| 6. | To re-elect Sijmen de Vries as a Director of the Company, who retires in accordance with article 70.5 of the articles of association of the Company. |
| 7. | To re-appoint PKF Littlejohn LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which financial statements are laid and to authorise the Directors to determine the auditor’s remuneration. |
By order of the Board
Stephen Stamp
Company Secretary
Registered office:
1 Caspian Point
Caspian Way
Cardiff, Wales
CF10 4DQ
Date: 23 May 2025
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EXPLANATORY NOTES TO THE RESOLUTIONS
Resolutions 1 to 7 (inclusive) are Ordinary Resolutions which require a simple majority of more than 50% of votes to be cast in favour to be passed.
Ordinary Resolutions
Resolution 1 – Annual Report and Accounts
This resolution is to receive and consider the FY24 Annual Report and Accounts. The Directors are required to present the FY24 Annual Report and Accounts, including the independent Auditor’s Report.
Resolution 2 – Approval of the Directors’ Remuneration Report
This resolution is to approve the Directors’ Remuneration Report as set out in the FY24 Annual Report and Accounts (excluding the part setting out the Directors’ Remuneration Policy, which is on pages 22 to 31). Section 439 of the Companies Act 2006 requires that the Directors’ Remuneration Report for the financial year be put to a vote of shareholders at the AGM. This vote is advisory and the Directors’ entitlement to receive remuneration is not conditional on it.
Resolutions 3, 4, 5 and 6 – Re-election of Directors
In accordance with the provisions of the Company’s articles of association, certain Directors are subject to election or annual re-election by shareholders.
Resolution 3 relates to the re-election of Stephen Parker as a non-executive director of the Company who retires by rotation in accordance with article 70.2 of the Company’s articles of association.
Resolution 4 relates to the re-election of Stephen Stamp as an executive director of the Company who retires by rotation in accordance with article 70.2 of the Company’s articles of association.
Resolution 5 relates to the re-election of Simon Turton as a non-executive director of the Company who, having served as a director of the Company for more than nine years, retires in accordance with article 70.5 of the Company’s articles of association.
Resolution 6 relates to the re-election of Sijmen de Vries as an executive director of the Company who, having served as a director of the Company for more than nine years, retires in accordance with article 70.5 of the Company’s articles of association.
The Board has considered the key strengths and experience of each Director and the contribution each Director brings to the Board. The Board has concluded that each Director continues to be effective and that they demonstrate commitment to their roles.
It is the Board’s view that each Director standing for election/re-election is, and continues to be, important to the long-term sustainable success of the Company.
Resolution 3 – Re-election of Stephen Parker as a Director
Role: Non-Executive Director
Appointment date: 20 June 2022
Resolution 4 – Re-election of Stephen Stamp as a Director
Role: Executive Director
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Appointment date: 9 September 2019
Resolution 5 – Re-election of Simon Turton as a Director
Role: Non-Executive Director
Appointment date: 2 December 2014
Resolution 6 – Re-election of Sijmen de Vries as a Director
Role: Non-Executive Director
Appointment date: 13 November 2014
Resolution 7 – Re-appointment of the Auditors
On the recommendation of the Audit Committee, the Board proposes the re-appointment of PKF Littlejohn LLP as the Company’s auditors for the financial year 2025.
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NOTES
Proxies
| 1. | Holders of Ordinary Shares are entitled to attend and vote at the general meeting of the Company. The total number of issued 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 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 note 7 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 24 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 18:00 on 24 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. |
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| 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. |
5
Exhibit 99.3
If you are planning to attend the Annual General Meeting, please tick the following box:Ñ>123|Ó>123-0Ordinary ResolutionsFORM OF PROXYBiodexa Pharmaceuticals PLC(a company incorporated in England and Wales under the Companies Act 2006 with company number 09216368)I?We _________________________________________________ being (a) member(s) of the Company and entitled to vote at the AnnualGeneral Meeting, hereby appoint(Please only complete if appointing someone other than the Chairman of the Meeting)or failing him?her, the Chairman of the meeting as my?our proxy, to attend, speak and vote for me?us and on my?our behalf atthe Annual General Meeting of the Company, to be held on 26 June 2025 at 1Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ at 1:00 p.m. and at any adjournment thereof.Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:DDMMYYMark this box with an "X" if you are appointing more than one proxy:Date:Signed:1To receive the Company?s Report and Accounts for the year ended 31 December 20242To approve the Directors? Remuneration Report3To re-elect Stephen Parker as a Director of the Company4To re-elect Stephen Stamp as a Director of the Company5To re-elect Simon Turton as a Director of the Company6To re-elect Sijmen de Vries as a Director of the Company7To re-appoint PKF Littlejohn LLP as auditor of the Company and to authorise the Directors to determine the auditor's remunerationFORAGAINSTWITHHELD1As a shareholder of the Company you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting.2The appointment of a proxy does not preclude you from attending and voting in person. If you appoint a proxy and attend the meeting in person, yourproxy appointment will be automatically terminated.3A proxy does not have to be a shareholder of the Company but must attend the meeting to representyou. To appoint as your proxy a person other thanthe Chairman of the meeting, strike out the words"Chairman of the Meeting" and add the name of the proxy you wish to appoint and initial the alteration. The proxy need not be a shareholder. You may appoint more than one proxy, provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached toany one share. To appoint more than one proxy please contact the Company'sregistrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD.4Please indicate with an "X" in the relevant box marked "For" or "Against" how you wish the proxy to vote. If you wish to abstain from voting, you should indicate by inserting an "X" in the "withheld" box. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.5If you do not give any specific instructions, your proxy may vote or abstain at his?her discretion on the specified resolutions and, unless instructed otherwise, he?she mayalso vote or abstain from voting as he?she thinksfit on any other business (including a motion to adjourn the meeting or amend a resolution) which may properly come before the meeting.6In the case of a shareholder which is a corporation this form must be completed under its common seal or under the hand ofa duly authorised officer or attorney.7In the case of joint holders the vote of the first-named holder on the Register of Members (whether voting in person or byproxy) will be accepted to the exclusion of the votes of the other joint holders.8To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such powermust reach the Company'sRegistrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD, not less than 48 hours before the time appointed for holding the Annual General Meeting orany adjournment as the case may be.9CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (CREST ID: 7RA11) by 1:00 p.m. (UK time) on 24 June 2025. See the notes to the Notice of Meeting for further information on proxy appointment through CREST.10Any alteration of this form must be initialed.NOTES TO THE FORM OF PROXYPlease complete and return this Form of Proxy to the Registrar at the address shown overleaf. If you wish to use an envelope, please address it to 'FREEPOST NEVILLE REGISTRARS'. If it is posted outside the United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.
Ñ>123|ÓBiodexa Pharmaceuticals PLCAttendance CardThe Annual General Meeting will start at 1:00 p.m. and is being held on 26 June 2025 at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ.If you plan to attend the Annual General Meeting, please bring this card with you to ensure you gain entry as quickly as possible.Please present this card at the registration desk. It will be used to show that you have the right to attend, speak and vote at the Annual General Meeting.NameAddress 1Address 2Address 3Address 4Address 5Address 6
Exhibit 99.4
Proof 6 20-May-25 FOR AGAINST WITHHELD FOR AGAINST WITHHELD Res 1. Res 5. Res 2. Res 6. Res 3. Res 7. Res 4. BIODEXA PHARMACEUTICALS PLC TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ("ADRs") REPRESENTING ORDINARY SHARES OF BIODEXA PHARMACEUTICALS PLC Sign below Date: Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorised officer who should state his or her title. FOLD AND DETACH HERE Please refer to the reverse side of this card for the Resolutions to be voted at the Meeting. Address change Mark box, sign and indicate changes/comments below: Mark box at right if you wish to give a discretionary proxy to the Chair. PLEASE NOTE: Marking this box voids any other instructions indicated on this card for the Meeting. JPMorgan Chase Bank, N.A., Depositary PO Box 64873 Saint Paul MN 55164-0873 Vote by Internet, Telephone, or Mail 24 Hours a Day, 7 Days a Week Internet and telephone voting is available through 11:59 p.m. Eastern Time on June 22, 2025. Your Internet or telephone vote authorises the named proxies to vote your shares in the same manner as if you marked, signed and returned your Voting Instruction Card. INTERNET ? www.proxypush.com/bdrx Use the Internet to vote your proxy. Have your Voting Instruction Card in hand when you access the website. PHONE ? 1-866-883-3382 Use any touch-tone telephone to vote your proxy. Have your Voting Instruction Card in hand when you call. MAIL ? Mark, sign, and date your Voting Instruction Card and return it in the enclosed envelope. If you vote your proxy by Internet or by telephone, you do NOT need to mail back your Voting Instruction Card.
Proof 6 20-May-25 AGM 2025 resolutions 1. To receive the Company's Report and Accounts for the year ended 31 December 2024 2. To approve the directors' remuneration report, as set out in the Company's Report and Accounts for the year ended 31 December 2024 (the "Directors' Remuneration Report"), excluding the directors' remuneration policy as set out on pages 22 to 31 of the Directors' Remuneration Report 3. To re-elect Stephen Parker as a Director of the Company, who retires by rotation in accordance with the articles of association of the Company 4. To re-elect Stephen Stamp as a Director of the Company, who retires by rotation in accordance with the articles of association of the Company 5. To re-elect Simon Turton as a Director of the Company, who retires in accordance with article 70.5 of the articles of association of the Company 6. To re-elect Sijmen de Vries as a Director of the Company, who retires in accordance with article 70.5 of the articles of association of the Company 7. To re-appoint PKF Littlejohn LLP as auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting of the Company at which financial statements are laid and to authorise the Directors to determine the auditor's remuneration Biodexa Pharmaceuticals PLC JPMorgan Chase Bank, N.A., Depositary PO Box 64873, Saint Paul MN 55164-0873 Voting Instruction Card PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. JPMorgan Chase Bank, N.A. (the "Depositary") has received advice that the Annual General Meeting (the "AGM" or "Meeting") of Biodexa Pharmaceuticals PLC (the "Company") will be held at 1 Caspian Point, Caspian Way, Cardiff, Wales, CF10 4DQ, on June 26, 2025, at 1:00 p.m. (BST), for the purposes set forth on this card. If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the ordinary shares represented by your ADRs FOR or AGAINST or to WITHHOLD from the Resolutions to be proposed at the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote FOR or AGAINST or to WITHHOLD from the Resolutions, or any of them, as the case may be. You may include instructions to give a discretionary proxy to the Chair. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 9:00 a.m. (Eastern Time), June 23, 2025. Only the registered holders of record at the close of business on May 21, 2025, will be entitled to execute the attached Voting Instruction Card. The signatory, a registered holder of ADRs representing ordinary shares of the Company, of record as of May 21, 2025, hereby requests and authorises the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying ordinary shares of the Company represented by such ADRs, on the Resolutions at the Meeting. These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you wish to give a discretionary proxy to the Chair, the underlying ordinary shares represented by your ADRs will be voted by such person at his or her discretion. The Annual Report is available to view on the Company's website: https://biodexapharma.com. Please watch the Company's website, regulatory news and other published notifications for any further updates in relation to the Meeting. NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card MUST be received by the Depositary before 9:00 a.m. (Eastern Time), June 23, 2025. JPMorgan Chase Bank, N.A., Depositary