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 August 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 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 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this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 June 2023 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.
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Biodexa Pharmaceuticals PLC |
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Date: August 30, 2024 |
By: |
/s/ Stephen Stamp |
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Stephen Stamp |
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Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1
August 30, 2024
Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)
Receipt of Nasdaq Delisting Determination
Plans to Appeal
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, announced today that on August 27, 2024, it received a Staff Determination letter (the “Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company of the Staff’s
determination to delist the Company’s securities from The Nasdaq Capital Market because the Company’s securities have had
a closing bid price below $1.00 for 30 consecutive business days, which triggers a notice of delisting pursuant to Nasdaq Listing Rule
5550(a)(2) (the “Rule”). Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the
Rule. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A)
because the Company effected reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.
Accordingly, and as described in the Letter, unless
the Company timely requests a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject
to suspension/delisting. Accordingly, the Company intends to timely request a hearing before the Panel. The hearing request will automatically
stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel
following the hearing.
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 Blader 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 signaling pathway that regulates cellular metabolism, growth and proliferation and is activated during tumorgenesis.
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 glycemic 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 solubilised 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 including, but not limited to, the anticipated net proceeds, and the anticipated use of proceeds therefrom,
and projected cash runway. 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.
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