| Share-based payments |
Share Options
The Group has issued options over ordinary shares under the 2014 Biodexa
Pharmaceuticals PLC Enterprise Management Incentive Scheme and unapproved share options awarded to non-UK staff and Directors. In addition,
certain share options originally issued over shares in Biodexa Limited under the Biodexa Limited 2008 unapproved share option scheme or
Biodexa Limited 2013 approved Enterprise Incentive scheme were reissued in 2015 over shares in Biodexa Pharmaceuticals PLC under the 2014
Biodexa Pharmaceuticals PLC Enterprise Management Incentive Scheme, all remaining re-issued share options lapsed during 2024. Exercise
of an option is subject to continued employment.
At a General Meeting on 11 June 2024, shareholders approved a share
sub-division and re-designation of the Company’s Ordinary Shares. As a result, the par value of the Ordinary Shares was changed
from £0.00005 per share to £0.000001 per share.
Details of all share options granted under the Schemes are set out
below:
| Details of all share options granted under the schemes are set out below | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Date of grant | | |
At 1 January 2025 | | |
Granted in 2025 | | |
Lapsed in 2025 | | |
Forfeited in 2025 | | |
At 31 December 2025 | | |
Exercise Price | |
| 19 December 2016 | | |
| 13 | | |
| – | | |
| – | | |
| – | | |
| 13 | | |
£ | 484.00 | |
| 15 December 2017 | | |
| 38 | | |
| – | | |
| – | | |
| – | | |
| 38 | | |
£ | 184.00 | |
| 24 April 2019 | | |
| 237 | | |
| – | | |
| – | | |
| – | | |
| 237 | | |
£ | 29.20 | |
| 2 October 2019 | | |
| 1,500 | | |
| – | | |
| – | | |
| – | | |
| 1,500 | | |
£ | 21.00 | |
| 17 April 2020 | | |
| 5,000 | | |
| – | | |
| – | | |
| – | | |
| 5,000 | | |
£ | 4.80 | |
| 17 June 2020 | | |
| 26,450 | | |
| – | | |
| – | | |
| – | | |
| 26,450 | | |
£ | 4.04 | |
| 15 July 2021 | | |
| 40,850 | | |
| – | | |
| – | | |
| (600 | ) | |
| 40,250 | | |
£ | 5.55 | |
| 1 September 2021 | | |
| 6,000 | | |
| – | | |
| – | | |
| – | | |
| 6,000 | | |
£ | 5.10 | |
| 7 February 2022 | | |
| 12,500 | | |
| – | | |
| – | | |
| – | | |
| 12,500 | | |
£ | 3.05 | |
| 23 January 2024 | | |
| 144,000,000 | | |
| – | | |
| – | | |
| – | | |
| 144,000,000 | | |
£ | 0.004 | |
| 10 February 2024 | | |
| 98,808,800 | | |
| – | | |
| – | | |
| (15,752,000 | ) | |
| 83,056,800 | | |
£ | 0.003 | |
| 10 July 2024 | | |
| 85,922,000 | | |
| – | | |
| – | | |
| – | | |
| 85,922,000 | | |
£ | 0.003 | |
| | | |
| 328,823,388 | | |
| – | | |
| – | | |
| (15,752,600 | ) | |
| 313,070,788 | | |
| | |
| Options exercisable at 31 December 2025 | |
| 137,022,409 | |
| Weighted average exercise price of outstanding options at 31 December 2025 | |
£ | 0.005 | |
| Weighted average exercise price of options exercised in 2025 | |
| – | |
| Weighted average exercise price of options lapsed in 2025 | |
| – | |
| Weighted average exercise price of options forfeited in 2025 | |
£ | 0.003 | |
| Weighted average exercise price of options granted in 2025 | |
| – | |
| Weighted average remaining contractual life of outstanding options at 31 December 2025 | |
| 8.2 years | |
| Date of grant | | |
At 1 January 2024 | | |
Granted in 2024 | | |
Lapsed in 2024 | | |
Forfeited in 2024 | | |
At 31 December 2024 | | |
Exercise Price | |
| 30 June 2014 | | |
| 25 | | |
| – | | |
| (25 | ) | |
| – | | |
| – | | |
£ | 30.00 | |
| 19 December 2016 | | |
| 13 | | |
| – | | |
| – | | |
| – | | |
| 13 | | |
£ | 484.00 | |
| 15 December 2017 | | |
| 40 | | |
| – | | |
| – | | |
| (2 | ) | |
| 38 | | |
£ | 184.00 | |
| 24 April 2019 | | |
| 312 | | |
| – | | |
| – | | |
| (75 | ) | |
| 237 | | |
£ | 29.20 | |
| 2 October 2019 | | |
| 1,500 | | |
| – | | |
| – | | |
| – | | |
| 1,500 | | |
£ | 21.00 | |
| 17 April 2020 | | |
| 5,000 | | |
| – | | |
| – | | |
| – | | |
| 5,000 | | |
£ | 4.80 | |
| 17 June 2020 | | |
| 27,350 | | |
| – | | |
| | | |
| (900 | ) | |
| 26,450 | | |
£ | 4.04 | |
| 15 July 2021 | | |
| 58,850 | | |
| – | | |
| – | | |
| (18,000 | ) | |
| 40,850 | | |
£ | 5.55 | |
| 1 September 2021 | | |
| 6,000 | | |
| | | |
| | | |
| – | | |
| 6,000 | | |
£ | 5.10 | |
| 7 February 2022 | | |
| 12,500 | | |
| – | | |
| – | | |
| – | | |
| 12,500 | | |
£ | 3.05 | |
| 23 January 2024 | | |
| – | | |
| 144,000,000 | | |
| – | | |
| – | | |
| 144,000,000 | | |
£ | 0.004 | |
| 10 February 2024 | | |
| – | | |
| 130,313,200 | | |
| – | | |
| (31,504,400 | ) | |
| 98,808,800 | | |
£ | 0.003 | |
| 10 July 2024 | | |
| – | | |
| 85,922,000 | | |
| – | | |
| – | | |
| 85,922,000 | | |
£ | 0.003 | |
| | | |
| 111,590 | | |
| 360,235,200 | | |
| (25 | ) | |
| (31,523,377 | | |
| 328,823,388 | | |
| | |
| Options exercisable at 31 December 2024 | |
| 82,874 | |
| Weighted average exercise price of outstanding options at 31 December 2024 | |
£ | 0.005 | |
| Weighted average exercise price of options exercised in 2024 | |
| – | |
| Weighted average exercise price of options lapsed in 2024 | |
£ | 30.00 | |
| Weighted average exercise price of options forfeited in 2024 | |
£ | 0.006 | |
| Weighted average exercise price of options granted in 2024 | |
£ | 0.003 | |
| Weighted average remaining contractual life of outstanding options at 31 December 2024 | |
| 9.2 years | |
| Date of grant | | |
At 1 January 2023 | | |
Granted in 2023 | | |
Lapsed in 2023 | | |
Forfeited in 2023 | | |
At 31 December 2023 | | |
Exercise Price | |
| 30 June 2014 | | |
| 25 | | |
| – | | |
| – | | |
| – | | |
| 25 | | |
£ | 30.00 | |
| 19 December 2016 | | |
| 13 | | |
| – | | |
| – | | |
| – | | |
| 13 | | |
£ | 484.00 | |
| 15 December 2017 | | |
| 40 | | |
| – | | |
| – | | |
| – | | |
| 40 | | |
£ | 184.00 | |
| 24 April 2019 | | |
| 312 | | |
| – | | |
| – | | |
| – | | |
| 312 | | |
£ | 29.20 | |
| 2 October 2019 | | |
| 1,500 | | |
| – | | |
| – | | |
| – | | |
| 1,500 | | |
£ | 21.00 | |
| 17 April 2020 | | |
| 5,000 | | |
| – | | |
| – | | |
| – | | |
| 5,000 | | |
£ | 4.80 | |
| 17 June 2020 | | |
| 33,600 | | |
| – | | |
| (6,250 | ) | |
| – | | |
| 27,350 | | |
£ | 4.04 | |
| 15 July 2021 | | |
| 64,350 | | |
| – | | |
| – | | |
| (5,500 | ) | |
| 58,850 | | |
£ | 5.55 | |
| 2 August 2021 | | |
| 2,500 | | |
| – | | |
| – | | |
| (2,500 | ) | |
| – | | |
£ | 5.30 | |
| 1 September 2021 | | |
| 6,000 | | |
| – | | |
| – | | |
| – | | |
| 6,000 | | |
£ | 5.10 | |
| 7 February 2022 | | |
| 18,750 | | |
| – | | |
| – | | |
| (6,250 | ) | |
| 12,500 | | |
£ | 3.05 | |
| 12 August 2022 | | |
| 12,500 | | |
| – | | |
| – | | |
| (12,500 | ) | |
| – | | |
£ | 2.10 | |
| | | |
| 144,590 | | |
| – | | |
| (6,250 | ) | |
| (26,750 | ) | |
| 111,590 | | |
| | |
| Options exercisable at 31 December 2023 | |
| 75,720 | |
| Weighted average exercise price of outstanding options at 31 December 2023 | |
£ | 5.241 | |
| Weighted average exercise price of options exercised in 2023 | |
| – | |
| Weighted average exercise price of options lapsed in 2023 | |
£ | 4.04 | |
| Weighted average exercise price of options forfeited in 2023 | |
£ | 3.33 | |
| Weighted average exercise price of options granted in 2023 | |
| – | |
| Weighted average remaining contractual life of outstanding options at 31 December 2023 | |
| 7.3 years | |
The following information is relevant in the determination of the fair
value of options granted during the year 2024 under the equity share based remuneration schemes operated by the Group.
| Schedule of fair value of options granted | |
| | | |
| | | |
| | |
| | |
January 2024 | | |
February 2024 | | |
July 2024 | |
| Number of options | |
| 144,000,000 | | |
| 130,313,200 | | |
| 85,922,000 | |
| Option pricing models used | |
| Black-Scholes | | |
| Black-Scholes | | |
| Black-Scholes | |
| Share price | |
$ | 1.90 | | |
$ | 1.310 | | |
£ | 0.00139 | |
| Exercise price of options issued in year | |
$ | 1.90 | | |
$ | 1.310 | | |
£ | 0.00259 | |
| Contractual life | |
| 10 years | | |
| 10 years | | |
| 10 years | |
| Expected life | |
| 4 years | | |
| 4 years | | |
| 4 years | |
| Volatility | |
| 100.0 | %** | |
| 100.0 | %** | |
| 110.0 | %** |
| Expected dividend yield | |
| 0 | % | |
| 0 | % | |
| 0 | % |
| Risk free rate | |
| 4.110 | % | |
| 4.195 | % | |
| 4.025 | % |
The share price used in the determination of the fair value of the
options granted in 2024 was the share price on the date of grant.
| ** |
Volatility was calculated with reference to the historic share price volatility of comparable companies measured over a four-year period. |
Share Incentive Plan
In April 2017 the Group set up the Biodexa Pharmaceuticals Share Incentive
Plan (MPSIP). Under the BPSIP, Group employees and Directors can acquire ordinary shares in the Company via a salary sacrifice arrangement.
Biodexa grants matching shares for every share bought. In order to retain these shares, scheme participants must remain employed by the
Group for three years from the date of acquisition. All shares purchased by the BPSIP are held by an Employee Benefit Trust that is not
under the control of Biodexa. Shares must be left in the plan for 5 years to qualify for full income tax and NIC relief.
On 24 April 2023 the Company terminated the Trust and requested the
Trustees distribute the assets of the Trust to the relevant Group employees.
Warrants issued in lieu of fees
The Company issues warrants over ADSs to certain its brokers in lieu
of broker fees connected to the equity transactions in the year. The warrants are accounted for as share based payments.
| Schedule of warrants are accounted for as share based payments | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Date of grant | | |
At 1 January 2025 | | |
Granted in 2025 | | |
Lapsed in 2025 | | |
Forfeited in 2025 | | |
At 31 December 2025 | | |
Exercise Price per ADS | |
| 24 March 2023 | | |
| 5 | | |
| – | | |
| – | | |
| – | | |
| 5 | | |
$ | 58,000.00 | |
| 14 June 2023 | | |
| 44 | | |
| – | | |
| – | | |
| – | | |
| 44 | | |
$ | 3,750.00 | |
| 21 December 2023 | | |
| 480 | | |
| – | | |
| – | | |
| – | | |
| 480 | | |
$ | 625.00 | |
| 24 May 2024 | | |
| 644 | | |
| – | | |
| – | | |
| – | | |
| 644 | | |
$ | 625.00 | |
| 22 July 2024 | | |
| 851 | | |
| – | | |
| – | | |
| – | | |
| 851 | | |
$ | 312.50 | |
| 19 December 2025 | | |
| – | | |
| 152,439 | | |
| – | | |
| – | | |
| 152,439 | | |
$ | 3.28 | |
| | | |
| 2,024 | | |
| 152,439 | | |
| – | | |
| – | | |
| 154,463 | | |
| | |
| Warrants exercisable at 31 December 2025 | |
| 154,463 | |
| Weighted average exercise price of outstanding options at 31 December 2025 | |
$ | 12.458 | |
| Weighted average exercise price of options exercised in 2025 | |
| – | |
| Weighted average exercise price of options lapsed in 2025 | |
| – | |
| Weighted average exercise price of options forfeited in 2025 | |
| – | |
| Weighted average exercise price of options granted in 2025 | |
$ | 3.28 | |
| Weighted average remaining contractual life of outstanding options at 31 December 2025 | |
| 4.9 years | |
| Date of grant | | |
At 1 January 2024 | | |
Granted in 2024 | | |
Lapsed in 2024 | | |
Forfeited in 2024 | | |
At 31 December 2024 | | |
Exercise Price per ADS | |
| 24 March 2023 | | |
| 5 | | |
| – | | |
| – | | |
| – | | |
| 5 | | |
$ | 58,000.00 | |
| 14 June 2023 | | |
| 44 | | |
| – | | |
| – | | |
| – | | |
| 44 | | |
$ | 3,750.00 | |
| 21 December 2023 | | |
| 480 | | |
| – | | |
| – | | |
| – | | |
| 480 | | |
$ | 625.00 | |
| 24 May 2024 | | |
| – | | |
| 644 | | |
| – | | |
| – | | |
| 644 | | |
$ | 625.00 | |
| 22 July 2024 | | |
| – | | |
| 851 | | |
| – | | |
| – | | |
| 851 | | |
$ | 312.50 | |
| | | |
| 529 | | |
| 1,495 | | |
| – | | |
| – | | |
| 2,024 | | |
| | |
| Warrants exercisable at 31 December 2024 | |
| 2,024 | |
| Weighted average exercise price of outstanding options at 31 December 2024 | |
$ | 703.28 | |
| Weighted average exercise price of options exercised in 2024 | |
| – | |
| Weighted average exercise price of options lapsed in 2024 | |
| – | |
| Weighted average exercise price of options forfeited in 2024 | |
| – | |
| Weighted average exercise price of options granted in 2024 | |
$ | 447.12 | |
| Weighted average remaining contractual life of outstanding options at 31 December 2024 | |
| 2.2 years | |
| Date of grant | | |
At 1 January 2023 | | |
Granted in 2023 | | |
Lapsed in 2023 | | |
Forfeited in 2023 | | |
At 31 December 2023 | | |
Exercise Price per ADS | |
| 24 March 2023 | | |
| – | | |
| 5 | | |
| – | | |
| – | | |
| 5 | | |
$ | 58,000.00 | |
| 14 June 2023 | | |
| – | | |
| 44 | | |
| – | | |
| – | | |
| 44 | | |
$ | 3,750.00 | |
| 21 December 2023 | | |
| – | | |
| 480 | | |
| – | | |
| – | | |
| 480 | | |
$ | 625.00 | |
| | | |
| – | | |
| 529 | | |
| – | | |
| – | | |
| 529 | | |
| | |
| Warrants exercisable at 31 December 2023 | |
| 529 | |
| Weighted average exercise price of outstanding options at 31 December 2023 | |
$ | 1,427.22 | |
| Weighted average exercise price of options exercised in 2023 | |
| – | |
| Weighted average exercise price of options lapsed in 2023 | |
| – | |
| Weighted average exercise price of options forfeited in 2023 | |
| – | |
| Weighted average exercise price of options granted in 2023 | |
$ | 1,427.22 | |
| Weighted average remaining contractual life of outstanding options at 31 December 2023 | |
| 2.2 years | |
The following information is relevant in the determination of the fair
value of warrants granted during the year 2025.
| Schedule of fair value of warrants granted | |
| | |
| | |
December 2025 | |
| Number of ADS warrants granted | |
| 152,439 | |
| Option pricing models used | |
| Black-Scholes | |
| Share price | |
$ | 3.640 | |
| Exercise price of warrants issued in year | |
$ | 3.280 | |
| Contractual life | |
| 5 years | |
| Expected life | |
| 5 years | |
| Volatility | |
| 110 | %** |
| Expected dividend yield | |
| 0 | % |
| Risk free rate | |
| 3.70 | % |
| * |
The share price used in the determination of the fair value of the ADS warrants granted in 2025 was the ADS price on the date of grant. |
| |
|
| ** |
Volatility was calculated with reference to the historic share price volatility of comparable companies measured over a three-year period. |
The following information is relevant in the determination of the fair
value of warrants granted during the year 2024.
| | |
May 2024 | | |
July 2024 | |
| Number of ADS warrants granted | |
| 644 | | |
| 851 | |
| Option pricing models used | |
| Black-Scholes | | |
| Black-Scholes | |
| Share price | |
$ | 325.00 | | |
$ | 198.50 | |
| Exercise price of warrants issued in year | |
$ | 625.00 | | |
$ | 312.50 | |
| Contractual life | |
| 3 years | | |
| 3 years | |
| Expected life | |
| 3 years | | |
| 3 years | |
| Volatility | |
| 115 | %** | |
| 115 | %** |
| Expected dividend yield | |
| 0 | % | |
| 0 | % |
| Risk free rate | |
| 4.71 | % | |
| 4.29 | % |
| * |
The share price used in the determination of the fair value of the ADS warrants granted in 2024 was the ADS price on the date of grant. |
| |
|
| ** |
Volatility was calculated with reference to the historic share price volatility of comparable companies measured over a three-year period. |
The following information is relevant in the determination of the fair
value of warrants granted during the year 2023.
| | |
March 2023 | | |
June 2023 | | |
December 2023 | |
| Number of ADS warrants granted | |
| 5 | | |
| 44 | | |
| 480 | |
| Option pricing models used | |
| Black-Scholes | | |
| Black-Scholes | | |
| Black-Scholes | |
| Share price | |
$ | 50,400.00 | * | |
$ | 2,635.00 | * | |
$ | 632.50 | |
| Exercise price of warrants issued in year | |
$ | 58,000.00 | | |
$ | 3,750.00 | | |
$ | 625.00 | |
| Contractual life | |
| 3 years | | |
| 3 years | | |
| 3 years | |
| Expected life | |
| 3 years | | |
| 3 years | | |
| 3 years | |
| Volatility | |
| 75.00 | %** | |
| 80.00 | %** | |
| 60 | %** |
| Expected dividend yield | |
| 0 | % | |
| 0 | % | |
| 0 | % |
| Risk free rate | |
| 4.35 | % | |
| 4.04 | % | |
| 4.06 | % |
| * |
The share price used in the determination of the fair value of the ADS warrants granted in 2023 was the ADS price on the date of grant. |
| |
|
| ** |
Volatility was calculated with reference to the historic share price volatility of comparable companies measured over a three-year period. |
Number and original price of warrants have been adjusted
to reflect the ratio change of ADS’s to ordinary shares that occurred on 5 July 2023, 4 October 2024 and 31 July 2025.
|