As filed with the U.S. Securities and Exchange Commission on March 18, 2026
Registration No. 333-275909
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
Biodexa Pharmaceuticals PLC
(Exact name of issuer of deposited securities as specified in its charter)
n/a
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
270 Park Avenue, Floor 8, New York, New York 10017
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
(302) 738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
|
Scott A. Ziegler, Esq. |
|
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
| ☒ | immediately upon filing | |
| ☐ | on (Date) at (Time) | |
| If a separate registration statement has been filed to register the deposited shares, check the following box. ☐ | ||
CALCULATION OF REGISTRATION FEE
|
Title of each class of Securities to be registered |
Amount to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum aggregate offering price (2) |
Amount of registration fee |
| American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing a specified number of ordinary shares of Biodexa Pharmaceuticals PLC | N/A | N/A | N/A | N/A |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed as Exhibit A to the form of Amendment No. 3 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(4) to this Post-Effective Amendment No. 3 to Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting the deposited securities | Paragraph (12) | ||
| (iii) | Procedure for collecting and distributing dividends | Paragraphs (4), (5), (7) and (10) | ||
| (iv) | Procedures for transmitting notices, reports and proxy soliciting material | Paragraphs (3), (8) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (4), (5) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (4), (5), (10) and (13) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (16) and (17) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (3) | ||
| (ix) | Restrictions upon the right to transfer or withdraw the underlying securities | Paragraphs (1), (2), (4), and (5) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraph (14) | ||
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | Paragraph (7) | ||
Item 2. AVAILABLE INFORMATION
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Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | ||
| (a) | Statement that Biodexa Pharmaceuticals PLC is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and accordingly files certain reports with the Securities and Exchange Commission. These reports can be inspected and retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s Internet Website, currently located at www.sec.gov, and can be inspected and copied at public reference facilities maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | Paragraph (8) | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a)(1) | Form of Deposit Agreement. Form of Second Amended and Restated Deposit Agreement dated as of December 18, 2023 among Biodexa Pharmaceuticals PLC, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed. |
| (a)(2) | Form of Amendment No. 1 to Deposit Agreement. Previously filed. |
| (a)(3) | Form of Amendment No. 2 to Deposit Agreement. Previously filed. |
| (a)(4) | Form of Amendment No. 3 to Deposit Agreement, including the form of American Depositary Receipt. Filed herewith as Exhibit (a)(4). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed. |
| (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. Previously filed for some signatories and set forth on the signature pages hereto for others. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on March 18, 2026.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||
| By: | JPMORGAN CHASE BANK, N.A., as Depositary | |
| By: | /s/ Gregory A. Levendis | |
| Name: | Gregory A. Levendis | |
| Title: | Executive Director | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Biodexa Pharmaceuticals PLC certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on March 18, 2026.
Biodexa Pharmaceuticals PLC | ||
|
By: |
/s/ Stephen Stamp | |
| Name: | Stephen Stamp | |
| Title: | Chief Executive Officer | |
We, the undersigned, hereby severally constitute and appoint Stephen Stamp, in his individual capacity, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this registration statement, to sign any registration statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to cause the same to be filed with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and desirable to be done in and about the premises as fully and to all intents and purposes as we might or could do in person, hereby ratifying and confirming all facts and things that said attorney-in-fact and agent, or his substitute may lawfully do or cause to be done by virtue thereof.
Under the requirements of the Securities Act, this Post-Effective Amendment No. 3 to Registration Statement on Form F-6 has been signed by the following persons on March 18, 2026, in the capacities indicated.
SIGNATURES
Signature
|
Title
| ||
/s/ Stephen Parker* Stephen Parker |
Non-Executive Chairman of the Board
of Directors | ||
/s/ Stephen Stamp Stephen Stamp |
Chief Executive Officer and Director (principal executive officer) | ||
/s/ Fiona Sharp Fiona Sharp |
Chief Financial Officer and Director
| ||
/s/ Simon Turton, Ph.D.* Simon Turton, Ph.D. |
Senior Independent Non-Executive Director | ||
/s/ Sijmen de Vries, M.D.* Sijmen de Vries, M.D. |
Non-Executive Director | ||
/s/Ann Merchant Ann Merchant |
Non-Executive Director | ||
| * By: | /s/ Stephen Stamp | ||
| Stephen Stamp, Power of Attorney | |||
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Biodexa Pharmaceuticals PLC, has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Newark, Delaware, on March 18, 2026.
| Authorized U.S. Representative | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director, Puglisi & Associates | |
INDEX TO EXHIBITS
| Exhibit Number | ||
| (a)(4) | Form of Amendment No. 3 to Deposit Agreement | |
| (e) | Rule 466 Certification | |
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