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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (1) | 02/10/2034 | American Depositary Shares (2) | 286 | $327.5 (4) | D | |
Stock Option (right to buy) | (3) | 06/16/2030 | Ordinary Shares | 7,500 | $5.4 (5) | D | |
Stock Option (right to buy) | (3) | 07/14/2031 | Ordinary Shares | 8,750 | $7.41 (6) | D | |
The shares underlying this option vest over a four-year period with (i) 25% vesting on the one-year anniversary of grant, and (ii) 6.25% vesting every three months thereafter, subject to the Reporting Person's continued service through the applicable vesting date. | |
Each American Depositary Share represents 100,000 ordinary shares, nominal value PS0.000001 per share, of the Issuer. | |
The shares underlying this option are 100% vested and can be exercised immediately. | |
The exercise price for this option is denominated in British pounds sterling at a price of GBP 259.324 per American Depositary Share. The exercise price reported herein was converted into British pound sterling to United States dollars at a conversion rate of GBP 1.00 to USD 1.2629. The exercise price is the actual British pound sterling amount regardless of the exchange rate on the date of exercise. | |
The exercise price for this option is denominated in British pounds sterling at a price of GBP 4.04 per Ordinary Share. The exercise price reported herein was converted into British pound sterling to United States dollars at a conversion rate of GBP 1.00 to USD 1.3355 as of March 17, 2026. The exercise price is the actual British pound sterling amount regardless of the exchange rate on the date of exercise. | |
The exercise price for this option is denominated in British pounds sterling at a price of GBP 5.55 per Ordinary Share. The exercise price reported herein was converted into British pound sterling to United States dollars at a conversion rate of GBP 1.00 to USD 1.3355 as of March 17, 2026. The exercise price is the actual British pound sterling amount regardless of the exchange rate on the date of exercise. | |
| Remarks: Exhibit 24.1 -- Power of Attorney | |
| Signatures | ||
/s/ Fiona Mary Powell | 03/18/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
Stephen Stamp, CEO of Biodexa Pharmaceuticals Plc (the "Company"), and Jason S.
McCaffrey, Page R. Hubben, and Arieanna Sallie-Schmidt, of Mintz, Levin, Cohn,
Ferris, Glovsky and Popeo, P.C., signing singly, with full power of
substitution, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate
to obtain codes and passwords enabling the undersigned to make electronic
filings with the SEC of reports required by Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or any rule or regulation
of the SEC;
(2) if directed by the undersigned, act as an account administrator for the
undersigned's Electronic Data Gathering and Retrieval ("EDGAR") system account,
including: (i) appoint, remove and replace account administrators, account
users, technical administrators and delegated entities; (ii) maintain the
security of the undersigned's EDGAR account, including modification of access
codes; (iii) maintain, modify and certify the accuracy of information on the
undersigned's EDGAR account dashboard; (iv) act as the EDGAR point of contact
with respect to the undersigned's EDGAR account; and (v) any other actions
contemplated by Rule 10 of Regulation S-T with respect to account
administrators;
(3) act as a delegated administrator for the undersigned's EDGAR account,
including: (i) appoint, remove and replace delegated account administrators and
users; (ii) maintain the security of the undersigned's EDGAR account; and (iii)
any other actions contemplated by Rule 10 of Regulation S-T with respect to
delegated entities;
(4) obtain, as the undersigned's representative and on the undersigned's behalf,
information regarding transactions in the Company's equity securities from any
third party, including the Company and any brokers, dealers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes any such
third party to release any such information to the attorney-in-fact;
(5) cause the Company to accept a delegation of authority from any of the
undersigned's EDGAR account administrators and, pursuant to that delegation,
authorize the Company's EDGAR account administrators to appoint, remove or
replace users for the undersigned's EDGAR account;
(6) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such forms and
authentication documents;
(7) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director and/or 10% stockholder of the Company, Forms 3, 4 and 5
in accordance with Section 16(a) of the Exchange Act and the rules thereunder;
(8) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5
and timely file such form or report with the SEC and any stock exchange or
similar authority; and
(9) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interests of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date set forth below.
Date: March 18, 2026 By: /s/ Fiona Mary Powell
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Fiona Mary Powell