BDRX 6-K
Biodexa Pharmaceuticals Plc (BDRX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number
(Translation of registrant’s name into English)
(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): ¨
On September 11, 2026, Biodexa Pharmaceuticals PLC (the “Company”) issued a press release announcing its financial and operating results for the six months ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in the press release under the headings “Chief Executive’s Review,” “1H26 Financial Review” and the Consolidated Unaudited Interim Financial Statements for the six month period ended June 30, 2026 and the notes thereto shall be deemed to be incorporated by reference into the registration statements on Form S-8 (File No. 333-209365) and Form F-3 (File No. 333-290554) 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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Other than as set forth herein, the information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for 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 September 2026, and incorporated by reference herein, is:
|
Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 11, 2026 | |
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | INLINE XBRL Taxonomy Extension Schema Document. | |
| 101.DEF | INLINE XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.CAL | INLINE XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | INLINE XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | INLINE XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: September 11, 2026 | By: | /s/ Stephen Stamp |
| Stephen Stamp | ||
| Chief Executive Officer | ||
Exhibit 99.1
BIODEXA PHARMACEUTICALS PLC
INTERIM RESULTS
This interim financial information is being furnished under form 6-K
Six months ended
June 30, 2026
| 1 |
September 11, 2026
Biodexa Pharmaceuticals PLC
(“Biodexa” or the “Company”)
Interim results for the six months ended June 30, 2026
Biodexa Pharmaceuticals PLC (Nasdaq: BDRX), a clinical-stage biopharmaceutical company developing innovative products focused on the treatment or prevention of gastrointestinal cancers, today announces its unaudited interim results for the six months ended June 30, 2026 which will also be made available on the Company’s website at https://biodexapharma.com/ .
OPERATIONAL HIGHLIGHTS
The Company announced the following in the six months ended June 30, 2026:
| · | In-license of MTX240 (formerly OPB-171755) from Otsuka Pharmaceutical Co., Limited in February 2026 with a nominal upfront payment. |
| · | Launch of a global Early Access Program for eRapa for FAP Patients through a strategic partnership with Tanner Pharma Group in March 2026. |
| · | Approval from Health Canada to expand the Serenta trial into Canada in June 2026. |
| · | Promotion of Fiona Sharp to Chief Financial Officer and Company Secretary, also joining the Board of Directors from January 2026. |
Post period end:
| · | On July 1, 2026, the Company completed a fundraise raising gross proceeds of $3.5 million through a combination of a registered direct offering, warrant inducement and PIPE offering. |
| · | As of the date of publication, 92 subjects, of a planned 168 subjects, have been enrolled in the Serenta trial. |
FINANCIAL HIGHLIGHTS
| · | R&D costs increased to £2.92 million in 1H26 (1H25: £1.67 million) reflecting increased expenditure on the Serenta trial and manufacturing costs on the newly in-licensed MTX240 program. |
| · | Administrative costs decreased to £1.74 million (1H25: £2.38 million) primarily as a result of foreign exchange movements. |
| · | Net cash used in operating activities (after changes in working capital) in 1H26 was £4.61 million (1H25: £3.30 million). |
| · | The Company’s cash balance at June 30, 2026 was £3.23 million. |
| 2 |
Commenting, Stephen Stamp, CEO , said “We accomplished two main things in the first six months.
First, building on the advice we received from regulators, we accelerated enrolment into our registrational Phase 3 trial of eRapa in FAP. There are no approved therapeutics for FAP and passing the 50% enrolment in early August puts us significantly ahead of any competitive development programs.
Second, in-licensing MTX240 for GIST rounds out our GI cancer portfolio and, given its unique mechanism of action, has the potential to treat GIST patients irrespective of their KIT or PDGFR mutation. The Phase 1b/2a trial we are working to initiate is designed to establish a safe and effective dose as well as an efficacy signal before the end of 2027.
As always, financing remains a challenge for companies of our size.”
| 3 |
CHIEF EXECUTIVE’S REVIEW
Our main focus in the first half of 2026 was on (1) expanding our registrational Phase 3 trial of eRapa in Familial Adenomatous Polyposis (“FAP”) in Europe, and (2) initiating activities for the re-start of a Phase 1 trial of MTX240 in gastrointestinal stromal tumors (“GIST”) which was in-licensed in early February 2026.
R&D update
In the first half of 2026 we progressed our Phase 3 trial of eRapa in FAP and added MTX240, a novel Phase 1 ready asset for the treatment of GIST. As of today, we have two active sponsored programs and two investigator initiated programs:
MTX230 - eRapa
eRapa is a proprietary oral 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 tumorgenesis. Rapamycin is approved in the US for organ rejection in renal transplantation as Rapamune®(Pfizer). Through the use of nanotechnology and pH sensitive polymers, eRapa is designed to address the poor bioavailability, variable pharmacokinetics and toxicity generally associated with the currently available forms of rapamycin. eRapa is protected by a number of issued patents which extend through 2035.
Familial Adenomatous Polyposis
FAP is characterized by a proliferation of polyps in the colon, duodenum and/or rectum, usually occurring in mid-teens. There is no approved therapeutic option for treating FAP patients, for whom active surveillance and surgical resection of the gastrointestinal tract remain the standard of care. If untreated, FAP almost always leads to colorectal cancer. Importantly, mTOR has been shown to be over-expressed in FAP polyps – thereby underscoring the rationale for using a potent and safe mTOR inhibitor like eRapa to treat FAP There is a significant hereditary component to FAP with a reported incidence of one in 5,000 to 10,000 in the US and one in 11,300 to 37,600 in Europe. eRapa has received Orphan Designation in the US and in Europe.
| 4 |
Following encouraging results from an open label Phase 2 study, a Type C meeting with the FDA and scientific advice from the EMA, we initiated a registrational Phase 3 trial (NCT06950385) of eRapa in June 2025. The trial, branded “Serenta” is a double-blind placebo-controlled design, recruiting 168 high risk subjects diagnosed with germline or phenotypic FAP. The primary clinical endpoint is first progression free survival event which will comprise composite endpoints including major surgery. As of the date of publication, 92 subjects have been recruited in the trial across 19 centers in the US and 10 centers in five European countries. Two centers in Canada are expected to begin enrolling in 4Q26.
Non-muscle Invasive Bladder Cancer (“NMIBC”)
NMIBC refers to tumors found in the tissue that lines the inner surface of the bladder. The most common treatment is transurethral resection of the bladder tumor followed by intravesical Bacillus Calmette-Guerin (“BCG”) with chemotherapy depending upon assessment of risk of recurrence. NMIBC is the fourth most common cancer in men with an incidence of 10.1 per 100,000 and 2.5 per 100,000 in women.
The ongoing investigator initiated two-center, double-blind, placebo-controlled Phase 2 trial in NMIBC (NCT04375813) is fully enrolled at 166 patients with primary endpoints of safety/tolerability and relapse free survival after 12 months of treatment. The study, which is supported by a $3.0 million non-dilutive grant from the National Cancer Institute, part of the National Institutes of Health, is expected to read out in Q426.
MTX240 – molecular glue
We in-licensed global rights (excluding Japan) to MTX240 from Otsuka Pharmaceutical Co, Limited (“Otsuka”) in early February 2026. Discovered by Otsuka and originally coded OPB-171755, MTX240 is a novel molecular glue we intend to develop for the treatment of GIST. Its unique mechanism of action brings together two intracellular proteins, PDE3A and SLFN12, specifically co-expressed by GIST cancer cells, into close proximity to form a stable complex. This interaction stabilizes SLFN12, enabling it to drive RNase-mediated apoptosis in GIST cells through a mechanism independent of KIT or PDGFR signaling. GIST is mostly driven by activating mutations in the KIT receptor tyrosine kinase. Although tyrosine kinase inhibitors (“TKIs”) such as imatinib, sunitinib, and regorafenib have significantly improved outcomes for GIST patients, resistance almost always develops through secondary KIT or PDGFR mutations or activation of alternative signaling pathways. This represents a substantial clinical challenge with limited therapeutic options for patients once they have cycled through the available TKIs. Molecular glue technology represents a novel approach that induces targeted protein interactions, offering a distinct mechanism of action to conventional kinase inhibitors for GIST and by triggering cell death through an alternative pathway MTX240 is designed to overcome the resistance mechanisms that render TKI-resistant GISTs refractory to conventional kinase inhibitors.
Gastrointestinal Stromal Tumors (GIST)
GIST is a rare gastrointestinal malignancy affecting approximately 3,000-4,000 patients annually in the US, with a significant unmet medical need for patients who develop TKI resistance. Approximately 10-15% of GIST patients are either primarily refractory, or develop secondary resistance to available TKIs whereupon options for these patients remain limited.
The global GIST market is valued at approximately $1.3 billion and is expected to grow at 6-10% annually through 2032, driven by rising incidence and emerging therapeutic options targeting treatment-resistant disease.
GIST qualifies for orphan drug designation in major regulatory jurisdictions, offering potential regulatory advantages and incentives to support drug development.
We are in the process of initiating activities for the re-start of a Phase 1 dose escalation and dose optimization trial, most likely an open label trail in GIST patients with no available therapeutic options. GMP clinical trial supplies are being developed and manufactured by Syngene International Limited. In the meantime, we are preparing regulatory submissions for a pre-IND meeting with the FDA.
| 5 |
MTD228 - Tolimidone
Tolimidone was originally discovered by Pfizer and was developed through Phase 2 for the treatment of gastric ulcers. Tolimidone is a selective activator of the enzyme Lyn kinase which increases phosphorylation of insulin substrate-1, thereby amplifying the signaling cascade initiated by the binding of insulin to its receptor.
Type 1 Diabetes (“T1D”)
Tolimidone’s potential utility in T1D has been demonstrated by several preclinical studies conducted by the University of Alberta, where Lyn kinase was identified as a key factor for beta cell survival and proliferation in in vitro and in vivo models. Tolimidone appeared to induce proliferation in beta cells isolated from human cadavers. In a meta analysis of 1,202 articles and 193 studies, the incidence of T1D was shown to be 15 per 100,000 with a prevalence of 9.5 per 10,000 of the population.
An ongoing Phase 2a investigator initiated trial at the University of Alberta Diabetes Institute (NCT06474598) is designed to establish the minimum effective dose of tolimidone in patients with T1D. The study enrolled the first patient in June 2025 and is expected to recruit 12 patients initially across three dose groups. The study will measure C-peptide levels (a marker for insulin) and HbA1c (a marker for blood glucose) after three months compared with baseline and the number of hyperglycemic events.
| 6 |
1H26 FINANCIAL REVIEW
The unaudited results for the six months ended June 30, 2026 are discussed below:
Key performance indicators (KPIs):
| 1H 2026 | 1H 2025 | Change | |
| R&D costs | £2.92m | £1.67m | 75% |
| R&D as % of operating costs | 63% | 41% | n/a |
| Net cash inflow/(outflow) for the period | (£5.31m) | £2.37m | n/m |
Biodexa’ s KPIs focus on the key areas of operating results, R&D spend and cash management. These measures provide information on the core R&D operations. Additional financial and non-financial KPIs may be adopted in due course.
Revenues
Revenue for both periods was £Nil. The last of the Company’s R&D collaborations concluded in September 2023.
Research and Development
R&D costs for 1H26 and 1H25, analyzed by development project indication were as follows:
| Six months ended June 30 | 2026 | 2025 | ||||||
| £’000 | £’000 | |||||||
| eRapa | ||||||||
| Familial Adenomatous Polyposis | 1,420 | 251 | ||||||
| Non-muscle Invasive Bladder Cancer | 2 | 127 | ||||||
| Total eRapa | 1,422 | 378 | ||||||
| MTX240 | ||||||||
| GIST | 295 | - | ||||||
| Total MTX240 | 295 | - | ||||||
| Tolimidone | ||||||||
| Type 1 Diabetes | 49 | 270 | ||||||
| Total tolimidone | 49 | 270 | ||||||
| MTX110 (Panobinostat) | ||||||||
| Diffuse Midline Glioma | - | - | ||||||
| Recurrent Glioblastoma | 155 | 14 | ||||||
| Medulloblastoma | - | - | ||||||
| Total MTX110 (Panobinostat) | 155 | 14 | ||||||
| Other preclinical | - | 1 | ||||||
| R&D overheads | 995 | 1,002 | ||||||
| Total R&D | 2,916 | 1,665 | ||||||
| 7 |
MTX230 eRapa Familial Adenomatous Polyposis costs are shown above net of grant income. For the six months ended June 30, this is analyzed as follows:
| For period to 30 June | 2026 | 2025 | ||||||
| £’000 | £’000 | |||||||
| Grant income | (2,818 | ) | (2,107 | ) | ||||
| Gross costs | 4,238 | 2,358 | ||||||
| Net charge to income statement | 1,420 | 251 | ||||||
| % costs allocated against CPRIT grant | 66 | % | 89 | % |
R&D costs in 1H26 increased by £1.25 million, or 75%, to £2.92 million compared with £1.67 million in 1H25. R&D costs as a percentage of total operating costs increased to 63% from 41%. The increase was predominantly due to increased activity on the MTX230 Serenta clinical trial, which increased by £1.04 million, and manufacturing costs on the Company’s new MTX240 program of £0.30 million. The percentage of MTX230 (eRapa) costs offset against grant funding during the period was 66%, compared with 89% in 1H25. The Company anticipates that this percentage will be 67% over the life of the grant.
Administrative Costs
Administrative costs in 1H26 decreased by £0.64 million, or 27%, to £1.74 million from £2.38 million in 1H25. The decrease was driven primarily by foreign exchange movements, with a gain of £0.08 million recognized in 1H26 compared with a charge of £0.40 million in 1H25. Professional fees also decreased by £0.12 million in the period.
Finance Income and Expense
Finance income in 1H26 included gains in respect of an equity-settled derivative financial liability of £2.38 million (1H25: £0.15 million). The gains arose as a result of the fall in the Biodexa share price. In addition, the Company earned interest on cash deposits.
Finance expense in the period related to lease liabilities and discounted interest on deferred consideration.
Cash Flows
Cash outflows from operating activities in 1H26 were £4.61 million compared to £3.30 million in 1H25, driven by a net loss of £1.84 million (1H25: £3.81 million) and after negative working capital of £0.55 million (1H25: negative £0.04 million) and other negative non-cash items totaling £2.22 million (1H25: positive £0.24 million).
Net cash used in investing activities in 1H26 was £0.63 million (1H25: outflow of £0.34 million). This comprised £0.71 million of cash outflows relating to the purchase of the MTX240 license from Otsuka for total consideration of £0.37 million and the payment of deferred consideration on the eRapa license of £0.34 million (1H25: £0.37 million), offset by £0.09 million of interest received (1H25: £0.04 million).
Net cash used in financing activities in 1H26 was £0.07 million (1H25: inflow of £6.01 million), reflecting payments on lease liabilities.
Overall, cash decreased by £5.31 million in 1H26 compared with an increase of £2.37 million in 1H25. This resulted in a cash balance at June 30, 2026 of £3.23 million compared with £4.04 million at June 30, 2025 and £8.53 million at December 31, 2025.
| 8 |
Financing
On June 30, 2026, the Company entered into a securities purchase agreement utilizing its Registration Statement on Form F-3 to issue 82,809 ADSs and 200,143 pre-funded ADS warrants. In a concurrent Private Placement the Company agreed to issue 350,877 pre-funded ADS warrants. Each ADS was sold at an offering price of US$2.85, and each Pre-Funded Warrant was sold at an offering price of US$2.8499. In connection with the securities purchase agreement the Company agreed, upon receipt of Shareholder Approval, to issue 282,952 Series M Warrants and 701,754 Series N Warrants. The Series M and Series N Warrants have an exercise price of US$2.85 per ADS and have a term of five years from the date Shareholder Approval is obtained.
In addition, the Company entered into a warrant exercise inducement letter with a holder of Series L Warrants to purchase 609,756 ADSs at a reduced exercise price of US$2.85 per ADS. In consideration, the Company agreed, upon receipt of Shareholder Approval, to issue Series O Warrants to purchase an aggregate of 1,219,512 ADSs upon exercise of the existing warrants. The Series O Warrants have an exercise price of US$2.85 per ADS and a term of five years from the date Shareholder Approval is obtained.
The above transactions completed on July 1, 2026 and raised $3.5 million of gross proceeds.
Going concern
Biodexa has experienced net losses and significant cash outflows from cash used in operating activities over the past years as it develops its portfolio. For the six months to June 30, 2026, the Group incurred a consolidated loss of £1.84 million (1H25: £3.81 million) and negative cash flows from operating activities of £4.61 million (1H25: £3.30 million). As of June 30, 2026, the Group had accumulated deficit of £157.60 million.
The Group’s future viability is dependent on its ability to raise cash from financing activities to finance its development plans until milestones and/or royalties can be secured from partnering the Company’s assets. The Group’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.
The Directors believe there are adequate options and time available to secure additional financing for the Group and after considering the uncertainties, the Directors consider it is appropriate to continue to adopt the going concern basis in preparing these financial statements. The Group’s consolidated financial statements have therefore been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As at June 30, 2026, the Group had cash and cash equivalents of £3.23 million. On July 1, 2026, the Company completed the financing transaction described above, raising gross proceeds of $3.5 million. The Directors have prepared cash flow forecasts and considered the cash flow requirement for the Group for the next three years including the period 12 months from the date of approval of this interim financial information. These forecasts show that further financing will be required during Q4 2026 assuming, inter alia, that certain development programs and other operating activities continue as currently planned. Pursuant to its $35 million Equity Line of Credit (“ELOC”) entered into in 2025, the Company may direct C/M to purchase ADSs (subject to certain limitations) and receive proceeds in accordance with a formula price. There is no guarantee that the Company will be able to use the ELOC or raise from other financing to the extent necessary to finance the Company’s operations. As at 30 June 2026 $26.08 million remains undrawn from the ELOC.
| 9 |
In the Directors’ opinion, the environment for financing of small and micro-cap biotech companies remains challenging. While this may present acquisition and/or merger opportunities with other companies with limited or no access to financing, as noted above, any attendant financings by Biodexa are likely to be dilutive. The Directors continue to evaluate financing options, including those connected to acquisitions and/or mergers, potentially available to the Group. Any alternatives considered are contingent upon the agreement of counterparties and accordingly, there can be no assurance that any of alternative courses of action to finance the Group would be successful.
The Directors have also considered the potential impact of Nasdaq’s proposed minimum market value requirement. Although implementation of the proposed rule has been stayed pending full Commission review, Biodexa’s current market capitalization is below the announced $5 million threshold. If implemented, or if the Company otherwise failed to maintain compliance with Nasdaq listing requirements, this could adversely affect the Company’s ability to raise funds, reduce investor appetite and limit the strategic value of the Company’s Nasdaq listing in connection with potential merger or reverse merger opportunities.
This requirement for additional financing in the short term represents a material uncertainty that may cast significant doubt upon the Group’s ability to continue as a going concern. Should it become evident in the future that there are no realistic financing options available to the Group which are actionable before its cash resources run out, the Group will no longer be a going concern. In such circumstances, the Group would no longer be able to prepare financial statements under paragraph 25 of IAS 1. Instead, the financial statements would be prepared on a liquidation basis, assets would be stated at net realizable value, and liabilities would be accelerated to current liabilities.
Stephen Stamp
Chief Executive Officer
| 10 |
Consolidated Statements of Comprehensive Income
For the six month period ended June 30
| Note | 2026 unaudited £’000 | 2025 unaudited £’000 | ||||||||||
| Revenue | ||||||||||||
| Other income | ||||||||||||
| Research and development costs | ( | ) | ( | ) | ||||||||
| Administrative costs | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||||||
| Finance income | 3 | |||||||||||
| Finance expense | 3 | ( | ) | ( | ) | |||||||
| Loss before tax | ( | ) | ( | ) | ||||||||
| Taxation | ( | ) | ||||||||||
| Loss for the period attributable to the owners of the parent | ( | ) | ( | ) | ||||||||
| Items that will or may be reclassified subsequently to profit or loss: | ||||||||||||
| Exchange (loss)/gains arising on translation of foreign operations | ( | ) | ||||||||||
| Total comprehensive loss attributable to the owners of the parent | ( | ) | ( | ) | ||||||||
| Loss per share | ||||||||||||
| Basic and diluted loss per ordinary share – £ | 4 | £ | ) | £ | ) | |||||||
The accompanying notes form part of these financial statements
| 11 |
Consolidated Statements of Financial Position
| Note | As at June 30, 2026 £’000 | As at December 31, £’000 | ||||||||||
| Assets | ||||||||||||
| Non-current assets | ||||||||||||
| Property, plant and equipment | ||||||||||||
| Intangible assets | 5 | |||||||||||
| Total Non-Current Assets | ||||||||||||
| Current assets | ||||||||||||
| Trade and other receivables | ||||||||||||
| Taxation | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Total Current Assets | ||||||||||||
| Total assets | ||||||||||||
| Liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Deferred consideration | ||||||||||||
| Borrowings | ||||||||||||
| Total Non-Current Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Trade and other payables | ||||||||||||
| Deferred consideration | ||||||||||||
| Borrowings | ||||||||||||
| Derivative financial liability | ||||||||||||
| Total current Liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Issued capital and reserves attributable to owners of the parent | ||||||||||||
| Share capital | 6 | |||||||||||
| Share premium | ||||||||||||
| Merger reserve | ||||||||||||
| Warrant reserve | ||||||||||||
| Foreign exchange reserve | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Total equity | ||||||||||||
| Total equity and liabilities | ||||||||||||
The accompanying notes form part of these financial statements
| 12 |
Consolidated Statements of Cash Flows
For the six month period ended June 30
| Note | 2026 unaudited £’000 | 2025 unaudited £’000 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Loss for the period | ( | ) | ( | ) | ||||||||
| Adjustments for: | ||||||||||||
| Depreciation of property, plant and equipment | ||||||||||||
| Depreciation of right of use asset | ||||||||||||
| Amortization of intangible fixed asset | ||||||||||||
| Impairment of commission paid in advance on ELOC | ||||||||||||
| Finance income | 3 | ( | ) | ( | ) | |||||||
| Finance expense | 3 | |||||||||||
| Share-based payment expense | ||||||||||||
| Taxation | ( | ) | ||||||||||
| Foreign exchange losses | ( | ) | ||||||||||
| Cash flows from operating activities before changes in working capital | ( | ) | ( | ) | ||||||||
| Decrease/(Increase) in trade and other receivables | ||||||||||||
| (Decrease)/Increase in trade and other payables | ( | ) | ( | ) | ||||||||
| Cash used in operations | ( | ) | ( | ) | ||||||||
| Tax receipts | ||||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||||
| 13 |
Consolidated Statements of Cash Flows (continued)
For the six month period ended June 30
| Note | 2026 unaudited £’000 | 2025 unaudited £’000 | ||||||||||
| Investing activities | ||||||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||||||
| Purchase of intangible assets | 5 | ( | ) | ( | ) | |||||||
| Interest received | ||||||||||||
| Net cash generated from/(used in) investing activities | ( | ) | ( | ) | ||||||||
| Financing activities | ||||||||||||
| Interest paid | ( | ) | ( | ) | ||||||||
| Amounts paid on lease liabilities | ( | ) | ( | ) | ||||||||
| Repayment of Promissory Note | ( | ) | ||||||||||
| Share issues including warrants, net of costs | 6 | |||||||||||
| Net cash generated from/(used in) financing activities | ( | ) | ||||||||||
| Net increase/(decrease) in cash and cash equivalents | ( | ) | ||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||
| Exchange (losses)/gains on cash and cash equivalents | ||||||||||||
| Cash and cash equivalents at end of period | ||||||||||||
The accompanying notes form part of these financial statements
| 14 |
Consolidated Statements of Changes in Equity (unaudited)
| Note | Share capital £’000 | Share premium £’000 | Merger £’000 | Warrant | Foreign exchange reserve £’000 | Accumulated deficit £’000 | Total equity £’000 | |||||||||||||||||||||||||
| At January 1, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign exchange translation | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transactions with owners: | ||||||||||||||||||||||||||||||||
| Warrant exercise | ( | ) | ||||||||||||||||||||||||||||||
| Share-based payment charge | ||||||||||||||||||||||||||||||||
| Total contribution by and distributions to owners | ( | ) | ||||||||||||||||||||||||||||||
| At June 30, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| Note | Share capital £’000 | Share premium £’000 | Merger £’000 | Warrant | Foreign exchange reserve £’000 | Accumulated deficit £’000 | Total equity £’000 | |||||||||||||||||||||||||
| At January 1, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Loss for the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Foreign exchange translation | ||||||||||||||||||||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Transactions with owners: | ||||||||||||||||||||||||||||||||
| Shares issued under ELOC agreement | 6 | |||||||||||||||||||||||||||||||
| Costs associated with ELOC agreement | ( | ) | ||||||||||||||||||||||||||||||
| Shares issued on 15 May 2025 | 6 | |||||||||||||||||||||||||||||||
| Costs associated with share issue on 15 May 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Share-based payment charge | ||||||||||||||||||||||||||||||||
| Total contribution by and distributions to owners | ||||||||||||||||||||||||||||||||
| At June 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
The accompanying notes form part of these financial statements
| 15 |
Notes Forming Part of The Consolidated Unaudited Interim Financial Information
For the six month period ended June 30, 2026
| 1. | Basis of preparation |
The unaudited interim consolidated financial information for the six months ended June 30, 2026 has been prepared following the recognition and measurement principles of the International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB), and as adopted by the UK and in accordance with International Accounting Standard 34 Interim Financial Reporting (‘IAS 34’). The interim consolidated financial information does not include all the information and disclosures required in the annual financial information and should be read in conjunction with the audited financial statements for the year ended December 31, 2025.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting periods.
Book values approximate to fair value at June 30, 2026, June 30, 2025 and December 31, 2025.
The condensed interim financial information contained in this interim statement does not constitute statutory financial statements as defined by section 434(3) of the Companies Act 2006. The condensed interim financial information has not been audited. The comparative financial information for the six months ended June 30, 2025 and the year ended December 31, 2025 in this interim financial information does not constitute statutory financial statements for that period or year. The statutory financial statements for December 31, 2025 have been delivered to the UK Registrar of Companies. The auditor’s report on those accounts was unqualified and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006. The auditor’s report did draw attention to a material uncertainty related to going concern and the requirement, as of the date of the report, for additional funding to be raised by the Company in the third quarter of 2026.
Biodexa Pharmaceutical’s annual reports may be downloaded from the Company’s website at https://biodexapharma.com/investors/financial-reports-and-presentations/#financial-reports or a copy may be obtained from 1 Caspian Point, Caspian Way, Cardiff CF10 4DQ.
Going Concern – material uncertainty
Biodexa has experienced
net losses and significant cash outflows from cash used in operating activities over the past years as it develops its portfolio. For
the six months to June 30, 2026, the Group incurred a consolidated loss of £
The Group’s future viability is dependent on its ability to raise cash from financing activities to finance its development plans until milestones and/or royalties can be secured from partnering the Company’s assets. The Group’s failure to raise capital as and when needed could have a negative impact on its financial condition and ability to pursue its business strategies.
The Directors believe there are adequate options and time available to secure additional financing for the Group and after considering the uncertainties, the Directors consider it is appropriate to continue to adopt the going concern basis in preparing these financial statements. The Group's consolidated financial statements have been presented on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
As at June 30,
2026, the Group had cash and cash equivalents of £
| 16 |
In the Directors’ opinion, the environment for financing of small and micro-cap biotech companies remains challenging. While this may present acquisition and/or merger opportunities with other companies with limited or no access to financing, as noted above, any attendant financings by Biodexa are likely to be dilutive. The Directors continue to evaluate financing options, including those connected to acquisitions and/or mergers, potentially available to the Group. Any alternatives considered are contingent upon the agreement of counterparties and accordingly, there can be no assurance that any of alternative courses of action to finance the Company would be successful.
The Directors have also considered the potential impact of Nasdaq’s proposed minimum market value requirement. Although implementation of the proposed rule has been stayed pending full Commission review, Biodexa’s current market capitalization is below the announced $5 million threshold. If implemented, or if the Company otherwise failed to maintain compliance with Nasdaq listing requirements, this could adversely affect the Company’s ability to raise funds, reduce investor appetite and limit the strategic value of the Company’s Nasdaq listing in connection with potential merger or reverse merger opportunities.
This requirement for additional financing in the short term represents a material uncertainty that may cast significant doubt upon the Group’s ability to continue as a going concern. Should it become evident in the future that there are no realistic financing options available to the Group which are actionable before its cash resources run out, the Group will no longer be a going concern. In such circumstances, the Group would no longer be able to prepare financial statements under paragraph 25 of IAS 1. Instead, the financial statements would be prepared on a liquidation basis, assets would be stated at net realizable value, and liabilities would be accelerated to current liabilities.
| 2. | Accounting for eRapa and CPRIT grant |
On 25 April 2024 the Company entered into a License and Collaboration Agreement (LCA) with Rapamycin Holdings, Inc. (d/b/a Emtora Biosciences). The LCA entered into with Emtora meets the definition of a Joint Arrangement under IFRS 11, specifically related to the FAP program.
A jointly controlled escrow account was established on completion of the LCA. FAP program transactions eligible to be allocated against the CPRIT grant and match funding are processed through the escrow account, including the Company’s deposits of matching funds, as set out in the agreement, the receipt of grant funding from CPRIT and the payment of eligible R&D expenses. Although the CPRIT grant and R&D supplier contracts are with Emtora, the joint arrangement nature of the LCA results in Emtora being deemed to be acting as the Company’s agent. Accordingly, the Company recognizes 100% of the grant and 100% of the R&D expenditure. The CPRIT grant recognized is on a 1 for 2 match basis for the first $17 million, the final $3 million is recognized on a 1 for 1 basis. In accordance with the Company’s accounting policy, the grant, as it is the re-imbursement of directly related costs, is credited to R&D costs in the same period in the Statements of Comprehensive Income. The escrow account is recognized within prepayments, CPRIT grant received in advance is recognized within deferred revenue and any grant not yet received is recognized in accrued income.
The balances at the reporting date were as follows:
June 30,2026 £’000 | December 31, £’000 | |||||||
| Prepayments* | ||||||||
| Accrued revenue | ||||||||
| Deferred revenue | ||||||||
* prepayment reflects only the escrow account balance
| 17 |
| 3. | Finance income and expense |
Six months unaudited £’000 | Six months unaudited £’000 | |||||||
| Finance income | ||||||||
| Interest received on bank deposits | ||||||||
| Other interest | ||||||||
| Gain on equity settled derivative financial liability | ||||||||
| Total finance income | ||||||||
The gain on the equity settled derivative financial liability in 1H26 and 1H25 arose as a result of the fall in the Biodexa share price.
Six months unaudited £’000 | Six months unaudited £’000 | |||||||
| Finance expense | ||||||||
| Interest expense on lease liabilities | ||||||||
| Interest expense on deferred consideration | ||||||||
| Other loans | ||||||||
| Other | ||||||||
| Total finance expense | ||||||||
| 18 |
| 4. | Loss per share |
Basic loss per share amounts are calculated by dividing the net loss for the period from continuing operations, attributable to ordinary equity holders of the parent company, by the weighted average number of ordinary shares outstanding during the period. As the Group made a loss for the period the diluted loss per share is equal to the basic loss per share.
Six months ended unaudited £’000 | Six months unaudited £’000 | |||||||
| Numerator | ||||||||
| Loss used in basic EPS and diluted EPS: | ( | ) | ( | ) | ||||
| Denominator | ||||||||
| Weighted average number of ordinary shares used in basic EPS | ||||||||
| Basic and diluted loss per share: | £ | ) | £ | ) | ||||
| 5. | Intangible asset |
In-process £’000 | Goodwill £’000 | IT/Website costs £’000 | Total £’000 | |||||||||||||
| Cost | ||||||||||||||||
| At January 1, 2026 | ||||||||||||||||
| Acquisition | ||||||||||||||||
| At June 30, 2026 (unaudited) | ||||||||||||||||
In-process research and development £’000 | Goodwill £’000 | IT/Website Costs £’000 | Total £’000 | |||||||||||||
| Accumulated amortization and impairment | ||||||||||||||||
| At January 1, 2026 | ||||||||||||||||
| Amortization charge for the period | ||||||||||||||||
| At June 30, 2026 (unaudited) | ||||||||||||||||
| Net book value | ||||||||||||||||
| At June 30, 2026 (unaudited) |
On February 4, 2026, the Company announced the closing of an exclusive license with Otsuka Pharmaceutical Co., Ltd (Otsuka) for OPB-171775. A novel molecular glue intended to be developed for the treatment of gastrointestinal stromal tumors (GIST). The compound also has the potential to be useful in additional indications. In the Company’s pipeline, OPB-171775 is coded MTX240.
| 19 |
Under the terms of the license agreement the Company has the exclusive rights to develop and commercialize MTX240 globally with the exception of Japan where Otsuka retains its rights. The agreement includes an upfront cash fee of $500,000 and additional development and regulatory milestones. In addition, tiered royalties in the mid-single digit range are payable on net sales of MTX240.
The individual intangible asset which is material to the financial statements is as follows:
| Carrying amount | ||||||||
As at June 30, £’000 | As at December £’000 | |||||||
| MTX228 tolimidone acquired IPRD* | ||||||||
| MTX230 eRapa acquired IPRD* | ||||||||
| MTX240 acquired IPRD* | ||||||||
*asset is not yet in use and has not started amortizing
| 6. | Share capital and reserves |
| Authorized, allotted and fully paid – classified as equity | As at June 30, 2026 Number | As at June 30, 2026 £ | As at December 31, 2025 Number | As at December £ | ||||||||||||
| Ordinary shares of £0.000001 each | ||||||||||||||||
| ‘A’ Deferred shares of £1 each | ||||||||||||||||
| ‘B’ Deferred shares of £0.001 each | ||||||||||||||||
| ‘C’ Deferred shares of £0.00005 each 4,063,321,418 4,063,321 4,063,321,418 4,063,321 | ||||||||||||||||
| ‘D’ Deferred shares of £0.000001 each | ||||||||||||||||
| Total | ||||||||||||||||
Ordinary and deferred shares were recorded as equity.
As at June 30, 2026,
the Company had
*Number of ADS warrants has been adjusted to reflect the ADS ratio change of ADSs to ordinary shares that occurred on 6 April 2026
On April 6, 2026, the
In accordance with the Articles of Association for the Company adopted on 11 June 2025, the share capital of the Company consists of an unlimited number of ordinary shares of nominal value £ each. Ordinary and deferred shares were recorded as equity.
| 7. | Related party transaction |
The Directors consider there to be no related party transactions during the periods reported other than Directors Remuneration.
| 20 |
| 8. | Contingent liabilities |
Under the terms
of the license agreement with Otsuka, the Group may be required to make additional milestone payments contingent on the achievement of
specified development and regulatory events. These payments are dependent on future clinical and regulatory outcomes which are uncertain
and not wholly within the Group’s control. At June 30, 2026, no liability has been recognized for the regulatory contingent milestone
payments as the relevant obligating events had not occurred and an outflow of economic resources was not considered probable. No liability
has been recognized for the development contingent milestone payments as the relevant obligating event had not occurred, however an outflow
of economic resources is considered possible.
| 9. | Events after the reporting date |
On July 1, 2026, the Company completed a fundraise as detailed in the Financial Review raising gross proceeds of $ million. The proceeds are expected to be used to support the Group’s development programs and for general working capital purposes.
On July 29, 2026,
the
21