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September 26, 2024 Biodexa Pharmaceuticals PLC (“Biodexa” or the “Company”) Interim results for the six months ended June 30, 2024 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, today announces its unaudited interim results for the six months ended June 30, 2024 which will also be made available on the Company’s website at www.biodexapharma.com OPERATIONAL HIGHLIGHTS The Company announced the following in the six months ended June 30, 2024: Exclusive worldwide licensing of eRapa™, a Phase 3 ready asset with a lead indication of Familial Adenomatous Polyposis (“FAP”) together with access to a $17 million grant. Six month data of eRapa in FAP showing an 83% non-progression rate and a statistically significant reduction on overall polyp burden, announced at the Digestive Disease Week scientific meeting in Washington D.C. 12 month data of eRapa in FAP showing a 75% non-progression rate and median overall decrease in polyp burden of 17%, presented at the bi-annual InSIGHT scientific meeting in Barcelona. 12 month overall survival of patient #1 in the Company’s MAGIC-G1 Phase 1 study of MTX110 in recurrent Glioblastoma (“rGBM”). 16.5 months overall survival of patients in a Phase 1 study of MTX110 in Diffuse Midline Glioma, subsequently presented at the International Symposium on Pediatric Neuro-oncology (ISPNO 2024). Allowance by the US Patent and Trademark Office of Family 13 (“Prevention of Pancreatic Cell Degeneration”), a key component of tolimidone exclusivity. Post period end: Approval by Health Canada to proceed with a Phase 2a dose confirmation study of tolimidone in Type 1 diabetes to be conducted by the University of Alberta Diabetes Institute. An update on the status of cohort A in the MAGIC-G1 study: patients #1 and #2 have deceased with overall survival (OS) since start of treatment of 12 months and 13 months, respectively. Patients #3 and #4 remain alive with progression free survival (PFS) since the start of treatment of 6 and 9 months, respectively and OS thus far of 12 and 11 months respectively. FINANCIAL HIGHLIGHTS Receipt of $6.05 million in gross proceeds from the exercise of certain Series E and Series F warrants to purchase 4.4 million ADSs. The warrant inducement included a reduction in exercise price and issuance of replacement Series G and Series H warrants. R&D costs decreased to £2.19 million in 1H24 (1H23: £2.25 million) reflecting a reduction in spend on the MAGIC-G1 study in rGBM, termination of legacy drug delivery projects and lower personnel costs offset by the addition of MTD228 (tolimidone) and MTX230 (eRapa) preclinical and study initiation costs.ministrative costs decreased to £2.03 million (1H23: £2.29 million) as a result of a positive reversal in foreign exchange and a reduction in professional fees offset by increases in share-based payment charge and sundry other costs. Administrative costs decreased to £2.03 million (1H23: £2.29 million) as a result of a positive reversal in foreign exchange and a reduction in professional fees offset by increases in share-based payment charge and sundry other costs. Net cash used in operating activities (after changes in working capital) in 1H24 was £4.81 million (1H23: £3.88million). The Company’s cash balance at June 30, 2024 was £5.06 million. The cash balance at August 31, 2024 was £5.71 million. Post period end: Receipt of $5.0 million in gross proceeds from a Registered Direct Offering of 5.1m ADSs and 0.3m Pre-funded warrants together with a private placement of Series J and Series K warrants. Payment of the final match, enabling access to the remainder of the $17 million grant from the Cancer Prevention and Research Institute of Texas (“CPRIT”), which will be used to fund the upcoming Phase 3 registrational study of eRapa in the orphan indication of FAP. Commenting, Stephen Stamp, CEO and CFO, said “It was a busy first half for Biodexa. Licensing in eRapa, a Phase 3 ready asset with access to $17 million of non-dilutive grant funding, is an enormous step forward. The second half will be about executing on our lead programs. We already have approval from Health Canada for the IIT Phase 2a study of tolimidone in Type 1 diabetes and we are working diligently to set up a global Phase 3 registrational study of eRapa in FAP so we can begin recruiting early next year.” For more information, please contact: Biodexa Pharmaceuticals PLC Stephen Stamp, CEO, CFO Tel: +44 (0)29 2048 0180 www.biodexapharma.com About Biodexa 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 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. Tolimidone is an orally delivered, potent and selective activator 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. 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. CHIEF EXECUTIVE’S REVIEW Our primary focus in the first half of 2024 was on assimilating tolimidone, licensed in December 2023, into our portfolio and searching for additional clinical-stage assets to diversify and advance our pipeline which ultimately led to the licensing of eRapa in May 2024. eRapa License In line with our strategy to build a sustainable therapeutics company in rare/orphan diseases, we continue to search for opportunities to broaden and diversify our development pipeline. On April 25, 2024, we entered into a License and Collaboration Agreement (“LCA”) with Rapamycin Holdings, Inc. (d/b/a Emtora Biosciences), relating to the license of eRapa, an oral formulation of rapamycin (also known as sirolimus) for use in all diseases, states or conditions in humans. Under the LCA, we obtained an exclusive, worldwide, sublicensable right to develop, manufacture, commercialize, or otherwise exploit products containing rapamycin. Pursuant to the terms of the LCA, the Company and Emtora established a joint development committee to monitor and progress the development of eRapa. Emtora has conducted a Phase 1 study of eRapa in prostate cancer, a Phase 2 study in FAP and has an ongoing Phase 2 study in Non-muscle Invasive Bladder Cancer. Preparations are under way for a registrational Phase 3 study of eRapa in FAP. In consideration for the license, we made an upfront payment of 378,163 ADSs (equal to five percent of our then outstanding Ordinary Shares, calculated on a fully-diluted basis). In addition, we are also responsible for up to an aggregate $31.5 million in sales milestones within the first six months of commercial sale of a first-approved indication of eRapa in certain markets with decreasing milestones for subsequent approvals for additional indications. There is also a one-time $10.0 million milestone payable upon cumulative net sales of $1.0 billion. Further, we are also obligated to pay Emtora single digit tiered royalties on net sales of eRapa, in addition to honouring Emtora’s legacy royalty obligations and paying Emtora fees related to income derived from sublicensing and partnering of eRapa. In addition, a promissory note previously issued by Emtora in favour of the Company in the amount of $0.25 million was forgiven. We also made an additional $0.5 million payment which was used for a match to an advance from the CPRIT. Emtora had secured a grant of $17.0 million from CPRIT to support the Phase 3 study of eRapa in FAP. The grant requires a 1 for 2 match and Biodexa was expected to fund the match of up to $7.5 million, being 50% of the remaining CPRIT grant, which was completed in September 2024. Grant funding is available once the match payment has been certified and CPRIT has approved eligible trial expenses. In certain instances, CPRIT may advance payments before eligible trial expenses have been incurred. Upon a change of control of the Company, we will issue Emtora a warrant exercisable for 1,604,328 ADSs. The LCA also provides us with the exclusive option to acquire all of the capital stock of Emtora on commercially reasonable terms in the 90 days after acceptance of the filing of an NDA by the U.S. Food and Drug Administration (the “FDA”). R&D update Following the in-licensing of eRapa, our development pipeline has not only advanced in terms of clinical stage but expanded to six programmes overall, four of which are orphan indications: 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 tumorgenesis1. 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, with other pending applications potentially providing further protection beyond 2035. Familial Adenomatous Polyposis (“FAP”) FAP is an orphan indication characterized by a proliferation of polyps in the colon 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 colon and/or rectum remain the standard of care. If untreated, FAP typically leads to cancer of the colon and/or rectum. There is a significant hereditary component to FAP with a reported incidence of one in 5,000 to 10,000 in the US1 and one in 11,300 to 37,600 in Europe2. eRapa has received Orphan Designation in the US with plans to seek such designation in Europe. 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. An open-label Phase 2 study (NCT04230499) was conducted by Emtora in seven U.S. centres of excellence in 30 adult patients. Patients were sequentially enrolled into three dosing cohorts of 10 patients each for a 12-month treatment period: 0.5mg every other day (Cohort 1), 0.5mg daily every other week (Cohort 2), and 0.5mg daily (Cohort 3). Upper and lower endoscopic surveillance occurred at baseline and after six months. Primary endpoints were safety and tolerability of eRapa and percentage change from baseline in polyp burden, as measured by the aggregate of all polyp diameters. In May 2024, results of the Phase 2 study at six months were presented at the prestigious 2024 Digestive Disease Week annual meeting in Washington D.C. by Carol Burke, MD, the Principal Investigator. In summary, at six months, eRapa appeared safe and well-tolerated with a significant 24% reduction in the total polyp burden at six months compared with baseline (p=0.04) and an overall 83% non-progression rate. In June 2024, results of the Phase 2 study at 12 months were presented at the bi-annual InSIGHT meeting in Barcelona by Dr Burke. Overall, 21 of 28 (75%) patients were deemed to be non-progressors at 12 months with a median reduction in polyp burden of 17%. In Cohort 2, the likely dosage regimen for Phase 3, eight of nine (89)% of patients were deemed non-progressors at 12 months with a median reduction in polyp burden of 29%. Over the course of 12 months, there were four related Grade 3 or higher and one related Serious Adverse Event reported during the trial and 95% compliance rate at 12 months. One patient was removed from the trial due to non-compliance. The Phase 3 registrational study is planned to be a double-blind placebo-controlled design recruiting approximately 150 high risk patients diagnosed with germline or phenotypic FAP. The primary clinical endpoint is expected to be the first progression free survival event which will comprise composite endpoints including major surgery. A ‘Type C’ meeting with the FDA is planned for 4Q24 to finalise the protocol and related matters. A $17 million grant from CPRIT will support this study. 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 women3. Our ongoing multi-centre, double-blind, placebo-controlled Phase 2 study in NMIBC is expected to enrol up to 166 patients with primary endpoints of safety/tolerability and relapse free survival after 12 months of treatment. The Phase 2 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 mid-2025. MTD228 – Tolimidone Tolimidone was originally discovered by Pfizer and was developed through Phase 2 for the treatment of gastric ulcers. Pfizer undertook a broad pre-clinical program to characterize the pharmacology, pharmacokinetics, metabolism and toxicology of tolimidone. Pfizer discontinued development of the drug due to lack of efficacy for that indication in a Phase II clinical trial. Tolimidone is a selective activator of the enzyme Lyn kinase which increases phosphorylation of insulin substrate-1, thereby amplifying the signalling 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 ground-breaking 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. Most importantly, tolimidone was able to induce proliferation in beta cells isolated from human cadavers. From a mechanism of action perspective, tolimidone has been shown to both prevent beta cell degradation and to stimulate beta cell proliferation. 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 population4. As a first step in the continued clinical development of tolimidone, a Phase 2a Investigator Initiated Trial (IIT) at the University of Alberta Diabetes Institute is designed to establish the minimum effective dose of tolimidone in patients with T1D. The study, which was approved by Health Canada in July 2024 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. MTX110 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 brain tumor, by-passing the blood-brain barrier and potentially avoiding systemic toxicity. All three types of brain cancer being studied are orphan. Recurrent Glioblastoma (“rGBM”) Our Phase 1 MAGIC-G1 study (NCT05324501) of MTX110 in rGBM completed the dose escalation part of the study with the recruitment of the fourth patient in Cohort A. In February 2024 we announced Patient #1, who had received sub-optimal infusions of 60µM of MTX110 had survived for12 months from the start of treatment (OS=12). GBM universally recurs and once it does median overall survival according to a retrospective analysis of 299 patients reported in the Journal of Neuro-Oncology is 6.5 months. Post period end, we provided an update on the status of cohort A in the MAGIC-G1 study: patients #1 and #2 have deceased with overall survival (OS) since start of treatment of 12 months and 13 months, respectively. Patients #3 and #4 remain alive with progression free survival (PFS) since the start of treatment of 6 and 9 months, respectively and OS thus far of 12 and 11 months respectively. GBM virtually always recurs with median Progression Free Survival of 1.5–6.0 months and median Overall Survival of 2.0–9.0 months5. Diffuse Midline Glioma (“DMG”) In February 2024 we announced headline data from a Phase 1 IIT study conducted by Columbia University in newly diagnosed patients with DMG. As this was the first ever study of repeated infusions to the pons via an implanted CED catheter, the primary objective of the study was safety and tolerability and, accordingly, the number of infusions was limited to two, each of 48 hours, 7 days apart in nine patients. One patient suffered a severe adverse event assessed by the investigators as not related to the study drug. Although not powered to reliably demonstrate efficacy, median overall survival (OS) of patients in the study was 16.5 months compared with median survival rate in a cohort of 316 cases of 10.0 months (Jansen et al, 2015. Neuro-Oncology 17(1):160-166). Study investigators subsequently presented the results of the trial at the 21st International Symposium on Pediatric Neuro-Oncology (ISPNO 2024) in Philadelphia. Medulloblastoma An IIT Phase I study of MTX110 in medulloblastoma remains ongoing at the University of Texas. Financing As a pre-revenue biotech company, securing adequate finance to fund operations to an out-licensing and/or partnering event is a constant focus. On the back of the eRapa in-licensing and the subsequent announcement of positive 6-month and 12-month data of eRapa in FAP, we accomplished two financings; the first in May 2024 and the second post period end in July 2024. May 2024 Warrant Exercises On May 22, 2024, we raised $6.05 million of gross proceeds from the exercise of previously issued warrants following an agreement between the Company and several accredited investors to exercise existing Series E warrants and Series F warrants to purchase up to an aggregate of 4,358,322 ADSs. The warrant holders agreed to exercise the Series E and/or Series F warrants at an exercise price of $1.50 (reduced from $2.20) per ADS. In consideration for the immediate exercise of the Series E and/or Series F warrants for cash, we issued one replacement warrant for each Series E warrant exercised in the form of a Series G warrant, and one replacement warrant for each Series F warrant exercised in the form of a Series H warrant. The Series G and Series H warrants are exercisable for five years and one year, respectively, at $2.50 each. July 2024 Registered Direct Offering and Private Placement On July 22, 2024, we utilised our capacity under our Registration Statement on Form F-3 to raise $5.0 million in gross proceeds in a Registered Direct Offering with certain institutional investors for the sale of an aggregate of 5,050,808 ADSs and 278,975 pre-funded warrants at a price of $0.94 per ADS. In a concurrent Private Placement, we issued and sold to the Investors (i) Series J warrants exercisable for 5,329,783 ADSs, and (ii) Series K Warrants to purchase an aggregate of 5,329,783 ADSs. The Series J and Series K warrants are exercisable for five years and one year, respectively, at $1.00 per ADS each. 1. https://rarediseases.org/rare-diseases/familial-adenomatous-polyposis/ 2. https://www.orpha.net/en/disease/detail/733#:~:text=FAP%20has%20a%20birth%20incidence,colorectal%20cancer%20(CRC)%20cases. 3. Cassell et al., World J Oncol. 2019 Jun; 10(3): 123–131. 4. National Library of Medicine, Mobasseri et al., published online 2020 Mar 30. doi: 10.34172/hpp.2020.18 5. Birzu et al. https://www.ncbi.nlm.nih.gov/pmc/articles/PMC7794906 1H24 FINANCIAL REVIEW The unaudited results for the six months ended June 30, 2024 are discussed below: Key performance indicators (KPIs): 1H 2024 1H 2023 Change R&D costs £2.19m £2.25m (3)% R&D as % of operating costs 52% 50% 5% Net cash (outflow)/inflow for the period £(0.92)m £2.39m 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 Total revenue for the six months to June 30, 2024 was £Nil compared to £0.30 million in the first six months of 2023. The R&D collaboration with Janssen, which represented the entire revenue in 1H23, concluded in September 2023. Research and Development R&D costs in 1H24 reduced by £0.06 million, or 3%, to £2.19 million compared with £2.25 million in 1H23. The percentage of R&D costs as a percentage of total operating costs increased to 52% in the period from 50%. The reduction in R&D costs in 1H24 reflects a reduction in spend of £0.54 million on the MAGIC-G1 study in rGBM, the termination of legacy drug delivery projects and lower personnel costs offset by the addition of MTD228 (tolimidone) and MTX230 (eRapa) for a combined expenditure of £0.65 million in 1H24. Administrative Costs Administrative costs in 1H24 decreased by £0.26 million, or 11% to £2.03 million from £2.29 million in 1H23. The decrease in administrative costs in 1H24 is a result of a positive reversal in foreign exchange of £0.23 million and a reduction in professional fees of £0.14 million offset by increases in share-based payment charge of £0.12 million and sundry other costs. Finance Income and Expense Finance income in 1H24 and 1H23 included gains in respect of an equity settled derivative financial liability of £0.75 million (1H23: £0.39 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 1H24 were £4.81 million compared to £3.88 million in 1H23, driven by a net loss of £3.31 million (1H23: £3.57 million) and after negative working capital of £0.87 million (1H23: positive £0.21 million) and other negative non-cash items totalling £0.63 million (1H23: negative £0.52 million). Net cash used in investing activities in 1H24 of £0.75 million in 1H24 resulted from the purchase of eRapa licence for total consideration of £3.07 million including cash consideration of £0.85 million (1H23: £Nil) offset by £0.10 million of interest received (1H23: £0.02 million). Net cash generated in financing activities in 1H24 was £4.65 million (1H23: inflow £6.25 million), which was driven by receipts from share issuances, including warrants, net of costs of £4.74 million offset by payments on lease liabilities of £0.09 million. Overall, cash decreased by £0.92 million in 1H24 compared to an increase of £2.39 million in 1H23. This resulted in a cash balance at June 30, 2024 of £5.06 million compared with £5.23 million at June 30, 2023 and £5.97 million at December 31, 2023. 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, 2024, the Group incurred a consolidated loss from operations of £3.31 million (1H23: £3.57 million) and negative cash flows from operating activities of £4.81 million (1H23: £3.88 million). As of June 30, 2024, the Group had accumulated deficit of £147.88 million. The Group’s future viability is dependent on its ability to raise cash from financing activities to finance its development plans until commercialisation, generate cash from operating activities and to successfully obtain regulatory approval to allow marketing of its development products. 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 Group's consolidated interim financial information has 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, 2024, the Group had cash and cash equivalents of £5.06 million. The Directors forecast that the Group currently has enough cash to fund its planned operations into the first quarter of 2025. If the Company does not secure additional funding before the first quarter of 2025, it will no longer be a going concern and would likely be placed in Administration. 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 before the first quarter of 2025 assuming, inter alia, that certain development programs and other operating activities continue as currently planned. If we raise additional funds through the issuance of debt securities or additional equity securities, it could result in dilution to our existing shareholders, increased fixed payment obligations and these securities may have rights senior to those of our ordinary shares (including the ADSs) and could contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business, financial condition and prospects. On August 27, 2024, the Company received notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC advising that the Company was not in compliance with the minimum bid requirement set forth in NASDAQ’s rules for continued listing of its securities. The Company has requested a Hearing Panel which has paused any suspension or delisting action pending the hearing. If the Company's ADSs are delisted, it could be more difficult to buy or sell the Company's ADSs or to obtain accurate quotations, and the price of the Company's ADSs could suffer a material decline. Delisting may impair the Company's ability to raise capital. In the Directors’ opinion, the environment for financing of small and micro-cap biotech companies continues to be 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. 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 then the Group will no longer be a going concern. In such circumstances, we 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 and assets would be stated at net realizable value and all liabilities would be accelerated to current liabilities. 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. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the timing of clinical trials. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. If we lack sufficient capital to expand our operations or otherwise capitalize on our business opportunities, our business, financial condition and results of operations could be materially adversely affected. Stephen Stamp Chief Executive Officer and Chief Financial Officer Consolidated Statements of Comprehensive Income For the year six month period ended June 30 Note 2024 unaudited £’000 2023 unaudited £’000 Revenue - 298 Research and development costs (2,189) (2,251) Administrative costs (2,034) (2,291) Loss from operations (4,223) (4,244) Finance income 3 839 410 Finance expense 3 (49) (22) Loss before tax (3,433) (3,856) Taxation 4 125 288 Loss for the period attributable to the owners of the parent (3,308) (3,568) Total comprehensive loss attributable to the owners of the parent (3,308) (3,568) Loss per share Basic and diluted loss per ordinary share – pence 5 (0.1p) (3.6)p The accompanying notes form part of these financial statements Consolidated Statements of Financial Position Note As at June 30, 2024 unaudited £’000 As at December 31, 2023 £’000 Assets Non-current assets Property, plant and equipment 436 571 Intangible assets 6 6,008 2,941 6,444 3,512 Current assets Trade and other receivables 1,922 637 Taxation 547 422 Cash and cash equivalents 5,055 5,971 7,524 7,030 Total assets 13,968 10,542 Liabilities Non-current liabilities Deferred consideration 7 1,552 - Borrowings 208 295 1,760 295 Current liabilities Trade and other payables 1,689 1,240 Deferred consideration 7 459 - Borrowings 174 169 Derivative financial liability 8 1,159 4,160 3,481 5,569 Total liabilities 5,241 5,864 Issued capital and reserves attributable to owners of the parent Share capital 9 8,689 6,253 Share premium 91,242 86,732 Merger reserve 53,003 53,003 Warrant reserve 3,674 3,457 Accumulated deficit (147,881) (144,767) Total equity 8,727 4,678 Total equity and liabilities 13,968 10,542 The accompanying notes form part of these financial statements Consolidated Statements of Cash Flows For the six month period ended June 30 Note 2024 unaudited £’000 2023 unaudited £’000 Cash flows from operating activities Loss for the period (3,308) (3,568) Adjustments for: Depreciation of property, plant and equipment 67 72 Depreciation of right of use asset 68 70 Amortisation of intangible fixed asset 1 1 Finance income 3 (839) (410) Finance expense 3 49 22 Share-based payment expense 150 15 Taxation 4 (125) (288) Foreign exchange losses 2 - Cash flows from operating activities before changes in working capital (3,935) (4,086) (Increase)/Decrease in trade and other receivables (1,298) 103 Increase in trade and other payables 426 309 Decrease in provisions - (207) Cash used in operations (4,807) (3,881) Taxes payments - - Net cash used in operating activities (4,807) (3,881) Consolidated Statements of Cash Flows (continued) For the six month period ended June 30 Note 2024 unaudited £’000 2023 unaudited £’000 Investing activities Purchases of property, plant and equipment - (4) Proceeds from disposal of fixed assets - - Purchase intangible asset (852) - Interest received 98 24 Net cash generated from/(used in) investing activities (754) 20 Financing activities Interest paid - (7) Amounts paid on lease liabilities (93) (95) Share issues including warrants, net of costs 9 4,738 6,354 Net cash generated from/(used in) financing activities 4,645 6,252 Net increase/(decrease) in cash and cash equivalents (916) 2,391 Cash and cash equivalents at beginning of period 5,971 2,836 Cash and cash equivalents at end of period 5,055 5,227 The accompanying notes form part of these financial statements Consolidated Statements of Changes in Equity (unaudited) Note Share capital £’000 Share premium £’000 Merger reserve £’000 Warrant reserve £’000 Accumulated deficit £’000 Total equity £’000 At January 1, 2024 6,253 86,732 53,003 3,457 (144,767) 4,678 Loss for the period - - - - (3,308) (3,308) Total comprehensive loss - - - - (3,308) (3,308) Transactions with owners: Shares issued on May 22, 2024 9 1,242 3,730 - 1,690 - 6,662 Costs associated with share issue on May 22, 2024 - (369) - (125) - (494) Exercise of warrants during period 9 1,043 1,081 - (1,348) - 776 Issue of shares to purchase intangible asset 9 151 68 - - - 219 Share-based payment charge - - - - 195 195 Total contribution by and distributions to owners 2,436 4,510 - 217 195 7,357 At June 30, 2024 8,689 91,242 53,003 3,674 (147,881) 8,727 Note Share capital £’000 Share premium £’000 Merger reserve £’000 Warrant reserve £’000 Accumulated deficit £’000 Total equity £’000 At January 1, 2023 1,108 83,667 53,003 720 (135,336) 3,162 Loss for the period - - - - (3,568) (3,568) Total comprehensive loss - - - - (3,568) (3,568) Transactions with owners: Shares issued on February 15, 2023 9 1,956 3,013 - - - 4,969 Costs associated with share issue on February 15, 2023 - (903) - - - (903) Shares issued on May 26, 2023 9 2,277 - - 103 (355) 2,025 Costs associated with share issue on May 26, 2023 - - - - (527) (527) Share-based payment charge - - - - 141 141 Total contribution by and distributions to owners 4,233 2,110 - 103 (741) 5,705 At June 30, 2023 5,341 85,777 53,003 823 (139,645) 5,299 The accompanying notes form part of these financial statements Notes Forming Part of The Consolidated Unaudited Interim Financial Information For the six month period ended June 30, 2024 Basis of preparation The unaudited interim consolidated financial information for the six months ended June 30, 2024 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, 2023. 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 30 June 2024, 30 June 2023 and 31 December 2023. 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, 2023 and the year ended December 31, 2023 in this interim financial information does not constitute statutory financial statements for that period or year. The statutory financial statements for December 31, 2023 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 by the fourth quarter of 2024. 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, 2024, the Group incurred a consolidated loss from operations of £3.31 million (1H23: loss £3.56 million) and negative cash flows from operating activities of £4.81 million (1H23 £3.88 million). As of June 30, 2024, the Group had accumulated deficit of £147.88 million. The Group’s future viability is dependent on its ability to raise cash from financing activities to finance its development plans until commercialisation, generate cash from operating activities and to successfully obtain regulatory approval to allow marketing of its development products. 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 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, 2024, the Group had cash and cash equivalents of £5.06 million. The Directors forecast that the Group currently has enough cash to fund its planned operations into the first quarter of 2025. If the Company does not secure additional funding before the first quarter of 2025, it will no longer be a going concern and would likely be placed in Administration. 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 before the first quarter of 2025 assuming, inter alia, that certain development programs and other operating activities continue as currently planned. If we raise additional funds through the issuance of debt securities or additional equity securities, it could result in dilution to our existing shareholders, increased fixed payment obligations and these securities may have rights senior to those of our ordinary shares (including the ADSs) and could contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business, financial condition and prospects. On August 27, 2024, the Company received notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC advising that the Company was not in compliance with the minimum bid requirement set forth in NASDAQ’s rules for continued listing of its securities. The Company has requested a Hearing Panel which has paused any suspension or delisting action pending the hearing. If the Company's ADSs are delisted, it could be more difficult to buy or sell the Company's ADSs or to obtain accurate quotations, and the price of the Company's ADSs could suffer a material decline. Delisting may impair the Company's ability to raise capital. In the Directors’ opinion, the environment for financing of small and micro-cap biotech companies continues to be 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. 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 then the Group will no longer be a going concern. In such circumstances, we 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 and assets would be stated at net realizable value and all liabilities would be accelerated to current liabilities. 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. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the timing of clinical trials. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. If we lack sufficient capital to expand our operations or otherwise capitalize on our business opportunities, our business, financial condition and results of operations could be materially adversely affected. Accounting for eRapa and CPRIT grant 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. All FAP program transactions 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 recognises 100% of the grant and 100% of the R&D expenditure. The CPRIT grant recognised is on a 1 for 2 match. 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 recognised within prepayments, CPRIT grant received in advance is recognised within deferred revenue and any grant not yet received is recognised in accrued income. In 1H24 the company recognised R&D costs of £0.2 million on the FAP project, this was made up of expenditure of £0.5 million netted against CPRIT grant of £0.3 million. The balances as at June 30, 2024 were as follows in relation to the FAP project: Prepayments £1.2 million Deferred revenue £0.1 million Finance income and expense Six months ended June 30, 2024 unaudited £’000 Six months ended June 30, 2023 unaudited £’000 Finance income Interest received on bank deposits 86 24 Other interest 2 - Gain on equity settled derivative financial liability 751 386 Total finance income 839 410 The gain on the equity settled derivative financial liability in 1H24 and 1H23 arose as a result of the fall in the Biodexa share price. Six months ended June 30, 2024 unaudited £’000 Six months ended June 30, 2023 unaudited £’000 Finance expense Interest expense on lease liabilities 11 15 Interest expense on deferred consideration 38 - Other loans - 7 Total finance expense 49 22 Taxation Income tax is recognised or provided at amounts expected to be recovered or to be paid using the tax rates and tax laws that have been enacted or substantively enacted at the Group Statement of Financial Position date. Research and development tax credits are recognised on an accruals basis and are included as an income tax credit under current assets. The research and development tax credit recognised is based on management’s estimate of the expected tax claim for the period and is recorded within taxation under the Small and Medium-sized Enterprise Scheme. Six months ended June 30, 2024 unaudited £’000 Six months ended June 30, 2023 unaudited £’000 Income tax credit 125 288 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 June 30, 2024 unaudited £’000 Six months ended June 30, 2023 unaudited £’000 Numerator Loss used in basic EPS and diluted EPS: (3,308) (3,568) Denominator Weighted average number of ordinary shares used in basic EPS 3,280,798,115 99,191,082 Basic and diluted loss per share: (0.1)p (3.6)p The Company has considered the guidance set out in IAS 33 in calculating the denominator in connection with the issuance of Pre-Funded, Abeyance Shares, Series A, Series B and Series C warrants as disclosed in note 8. Management have recognised the warrants from the date of grant rather than the date of issue of the corresponding Ordinary Shares when calculating the denominator. The Group has made a loss in the current and previous periods presented, and therefore the options and warrants are anti-dilutive. As a result, diluted earnings per share is presented on the same basis as basic earnings per share. Intangible Assets In-process research and development £’000 Goodwill £’000 IT/Website costs £’000 Total £’000 Cost At January 1, 2023 13,378 2,291 110 15,779 Acquisition 2,938 – – 2,938 At December 31, 2023 16,316 2,291 110 18,717 Acquisition 3,068 – – 3,068 At June 30, 2024 (unaudited) 19,384 2,291 110 21,785 In-process research and development £’000 Goodwill £’000 IT/Website Costs £’000 Total £’000 Accumulated amortisation and impairment At January 1, 2023 13,378 2,291 104 15,773 Amortisation charge for the year – – 3 3 At December 31, 2023 13,378 2,291 107 15,776 Amortisation charge for the period – – 1 1 At June 30, 2024 (unaudited) 13,378 2,291 108 15,777 Net book value At June 30, 2024 (unaudited) 6,006 – 2 6,008 At December 31,2023 2,938 – 3 2,941 The individual intangible assets which are material to the financial statements are as follows: Carrying amount Remaining amortisation period June 30, 2024 unaudited £’000 December 31, 2023 £’000 June 30, 2024 unaudited £’000 December 31, 2023 £’000 MTX228 tolimidone acquired IPRD* 2,938 2,938 n/a n/a MTX230 eRapa acquired IPRD* 3,068 – n/a n/a *asset is not yet in use and has not started amortising On April 25, 2024 the Company entered into a License and Collaboration Agreement (LCA) with Rapamycin Holdings, Inc. (d/b/a Emtora Biosciences), relating to the license of eRapa. In consideration for the License, the Company made an upfront payment of 378,163 ADSs (equal to five percent of our then outstanding Ordinary Shares, calculated on a fully-diluted basis). In addition, a promissory note previously issued by Emtora in favor of the Company in the amount of $0.25 million was forgiven and certain historical liabilities relating to their on-going FAP and NMIBC programs were settled. The Company is also obligated to make quarterly payments to Emtora of $0.25 million less 75% of any research sales by Emtora until the handover trigger event occurs. The obligation meets the definition of a financial liability in accordance with IAS32 and is measured at fair value in accordance with IFRS9. Management have estimated the expected liability to be $3.1 million and the present value as $2.5 million. $’000 £’000 378,163 ADSs issued at market value 274 219 Promissory note forgiven 250 197 Historical liabilities settled 820 655 Quarterly payment obligation 2,494 1,997 Recognised as intangible asset purchase (unaudited) 3,838 3,068 In addition, the Company is also responsible for up to $31.5 million in sales milestones within the first six months of commercial sale of a first-approved indication of eRapa in certain markets, with decreasing milestones for subsequent approvals for additional indications. There is also a one-time $10.0 million milestone payable upon cumulative net sales of $1.0 billion. Further, the Company is also obligated to pay Emtora single digit tiered royalties on net sales of eRapa, in addition to honouring Emtora’s legacy royalty obligations and paying Emtora fees related to income derived from sublicensing and partnering of eRapa. The LCA also provides the Company with the exclusive option to acquire all of the capital stock of Emtora on commercially reasonable terms in the 90 days after acceptance of the filing of an NDA by the U.S. Food and Drug Administration (the “FDA”). If the Company does not exercise the option, it would be required to make additional quarterly payments, as disclosed in note 7, until the first commercial sale of the product. Deferred Consideration As at June 30, 2024 unaudited £’000 As at December 31, 2023 £’000 Opening provision at January 1, - - On acquisition of licence 1,997 - Interest expense 38 - Foreign exchange (24) - 2,011 - Less: non-current portion (1,552) - Current portion 459 - The Company is obligated to make quarterly payments to Emtora of $0.25 million less 75% of any research sales by Emtora until the handover trigger event occurs. The obligation meets the definition of a financial liability in accordance with IAS32 and is measured at fair value in accordance with IFRS9. Management have estimated the expected liability to be $3.1 million and the present value as $2.5 million. This financial liability is measured on Level 3, the fair value is derived using a discounted cash flow approach. The discount rate applied to the obligation was 11.64% (2023: n/a). A 1% increase or decrease in the discount rate would decrease or increase the liability by approximately £0.03 million (2023: n/a) and £0.03 million (2023: n/a), respectively. An increase in the liability would result in a loss in the revaluation of financial instruments, while a decrease would result in a gain. There were no transfers between Level 1 and 2 in the period. Derivative financial liability – current As at June 30, 2024 unaudited £’000 As at December 31, 2023 £’000 At January 1 4,160 85 Warrants issued 1,368 4,562 Transfer to share premium on exercise of warrants (3,618) - Gain recognised in finance income within the consolidated statement of comprehensive income (751) (487) 1,159 4,160 Equity settled derivative financial liability is a liability that is not to be settled for cash. No warrants recognised as equity settled derivatives were exercised in 2023. The Company issues warrants exercisable into ADSs of the Company as part of registered direct offerings and private placements in the US. The number of ADSs to be issued when exercised is fixed, however the exercise price is denominated in US Dollars being different to the functional currency of the Company. Therefore, the warrants are classified as equity settled derivative financial liabilities recognised at fair value through the profit and loss account (‘FVTPL’). The financial liability is valued using the Black-Scholes model. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘finance income’ or ‘finance expense’ lines item in the income statement. A key input in the valuation of the instrument is the Company share price. Details of the warrants are as follows: May 2024 warrants In May 2024 the Company issued 2,359,012 Series G ADS Warrants and 3,695,218 Series H ADS Warrants as part of the Warrant Inducement Transaction. The exercise price per ADS is $2.50. December 2023 warrants In December 2023 the Company issued 3,000,063 Series E ADS Warrants and 3,000,063 Series F ADS Warrants as part of the Registered Offering in the US. The exercise price per ADS is $2.20. May 2023 warrants In June 2023 the Company issued 276,689 Series D ADS Warrants as part of a registered direct offering and private placement in the US after securing shareholder approval. The exercise price per ADS was $16.00. May 2020 warrants In May 2020 the Company issued 838 ADS warrants as part of a registered direct offering in the US. October 2019 warrants In October 2019 the Company issued 392 ADS warrants as part of a registered direct offering in the US. Warrant re-price On May 22, 2024 the Company entered into agreements with several accredited investors to exercise existing Series E warrants and Series F warrants, issued in December 2023, to purchase up to an aggregate of 4,358,322 ADSs. The warrant holders agreed to exercise the Series E and/or Series F warrants at an exercise price of $1.50 (reduced from $2.20) per ADS. ADS Warrants Number Original price per ADS New price per ADS Equivalent Ordinary Shares (400 Ordinary Shares per ADS) Number Series E warrants 1,572,674 $2.20 $1.50 629,069,600 Series F warrants 2,463,477 $2.20 $1.50 985,390,800 Warrants and Dara share options The Group also assumed fully vested warrants and share options on the acquisition of DARA Biosciences, Inc. (which took place in 2015). The number of ordinary shares to be issued when exercised is fixed, however the exercise prices are denominated in US Dollars. The warrants are classified equity settled derivative financial liabilities and accounted for in the same way as those detailed above. The financial liability is valued using the Black-Scholes option pricing model. The exercise price of the outstanding options is $1,903.40. The following table details the outstanding warrants and options over ADSs and ordinary shares recognised as equity settled derivative financial liabilities as at June 30, 2024, December 31, 2023 and also the movement in the year: At December 31, 2022 Lapsed Granted At December 31, 2023 Lapsed Granted Exercised At June 30, 2024 unaudited ADSs warrants May 2024 grant – – – – – 6,054,230 – 6,054,230 December 2023 grant – 6,000,126 6,000,126 – – (4,282,895) 1,717,231 May 2023 grant – 276,689 276,689 – – – 276,689 May 2020 grant 838 – – 838 – – – 838 October 19 grant 392 – – 392 – – – 392 Ordinary Shares DARA Options 138 (10) – 128 (29) – – 99 Fair value hierarchy The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets and liabilities; Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and Level 3: techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data. The fair value of the Group’s derivative financial liability is measured at fair value on a recurring basis. The following table gives information about how the fair value of this financial liability is determined. Financial liabilities Fair value as at June 30, 2024 Fair value as at December 31, 2023 Fair value hierarchy Valuation technique(s) and key input(s) Significant unobservable input(s) Relationship of unobservable inputs to fair value Equity settled financial derivative liability – Series H warrants £179,000 – Level 3 Black-Scholes Model Volatility rate of 100% determined using historical volatility of comparable companies. The higher the volatility the higher the fair value. Expected life between a range of 0.1 and 0.89 years determined using the remaining life of the share options. The shorter the expected life the lower the fair value. Risk-free rate of 5.09% determined using the expected life assumptions. The higher the risk-free rate the higher the fair value. Equity settled financial derivative liability – Series G warrants £591,000 – Level 3 Black-Scholes Model Volatility rate of 95% determined using historical volatility of comparable companies. The higher the volatility the higher the fair value. Expected life between a range of 0.1 and 4.33 years determined using the remaining life of the share options. The shorter the expected life the lower the fair value. Risk-free rate of 4.33% determined using the expected life assumptions. The higher the risk-free rate the higher the fair value. Equity settled financial derivative liability - Series F warrants £16,000 £2,592,000 Level 3 Black-Scholes Model Volatility rate of 120% determined using historical volatility of comparable companies. The higher the volatility the higher the fair value. Expected life between a range of 0.1 and 0.48 years determined using the remaining life of the share options. The shorter the expected life the lower the fair value. Risk-free rate of 5.33% determined using the expected life assumptions. The higher the risk-free rate the higher the fair value. Equity settled financial derivative liability – Series E warrants £343,000 £1,444,000 Level 3 Black- Scholes Model Volatility rate of 100% determined using historical volatility of comparable companies. The higher the volatility the higher the fair value. Expected life between a range of 0.1 and 4.48 years determined using the remaining life of the share options. The shorter the expected life the lower the fair value. Risk-free rate of 4.33% determined using the expected life assumptions. The higher the risk-free rate the higher the fair value. Equity settled financial derivative liability – Series D warrants £30,000 £124,000 Level 3 Black- Scholes Model Volatility rate of 105% determined using historical volatility of comparable companies. The higher the volatility the higher the fair value. Expected life between a range of 0.1 and 4.43 years determined using the remaining life of the share options. The shorter the expected life the lower the fair value. Risk-free rate of 4.53% determined using the expected life assumptions. The higher the risk-free rate the higher the fair value. Equity settled financial derivative liability – May 2020 warrants – – Level 3 Black- Scholes Model Volatility rate of 100% determined using historical volatility of comparable companies. The higher the volatility the higher the fair value. Expected life between a range of 0.1 and 1.38 years determined using the remaining life of the share options. The shorter the expected life the lower the fair value. Risk-free rate of 4.90% determined using the expected life assumptions. The higher the risk-free rate the higher the fair value. Equity settled financial derivative liability – October 2019 Warrants – – Level 3 2023 – Black- Scholes Model Volatility rate of 100% determined using historical volatility of comparable companies. The higher the volatility the higher the fair value. Expected life between a range of 0.1 and 1.00 years determined using the remaining life of the share options. The shorter the expected life the lower the fair value. Risk-free rate of 5.09% determined using the expected life assumptions. The higher the risk-free rate the higher the fair value. Total £1,159,000 £4,160,000 Changing the unobservable risk-free rate input to the valuation model by 10% higher while all other variables were held constant, would not impact the carrying amount of shares (2023: nil). There were no transfers between Level 1 and 2 in the period. The financial liability measured at fair value on Level 3 fair value measurement represents consideration relating to warrants issued in May 2024, December 2023, June 2023, May 2020 and October 2019 as part of Private Placements, Registered Direct offerings and the Warrant Inducement Transaction. Share capital and reserves Authorised, allotted and fully paid – classified as equity As at June 30, 2024 unaudited Number As at June 30, 2024 unaudited £ As at December 31, 2023 Number As at December 31, 2023 £ Ordinary shares of £0.001 each 3,626,112,922 3,626,113 1,189,577,722 1,189,578 ‘A’ Deferred shares of £1 each 1,000,001 1,000,001 1,000,001 1,000,001 ‘B’ Deferred shares of £0.001 4,063,321,418 4,063,321 4,063,321,418 4,063,321 Total 8,689,435 6,252,900 During the period the Company issued the following warrants over ADSs, and these were recognised in the warrant reserve until exercise: Pre-Funded Warrants Abeyance Shares Series A Warrants Series B Warrants Series C Warrants Exercise price £0.0001 £Nil $214.40 $214.40 $16.00 As at January 1, 2023 – – – – – Issued: – Private Placement February 2023 155,461 – 32,327 48,491 – Registered Direct Offering May 2023 – – – – 415,043 Registered Offering December 2023 1,911,176 – – – – Adhera Assignment and Exchange Agreement 2,275,050 – – – – Exercised (155,461) – (32,327) (48,491) (415,043) As at December 31, 2023 4,186,226 – – – – Exercised (2,361,865) – – – – Lapsed (163) – – – – Warrant inducement May 2024 – 931,585 – – – As at June 30, 2024 (unaudited) 1,824,198 931,585 – – – The Series A, Series B and Series C warrants are exercisable on an ‘alternative cashless basis’ effectively allowing the holders to exercise for nil consideration. Ordinary and deferred shares were recorded as equity. 2024 Ordinary Shares Number ‘A’ Deferred Shares Number ‘B’ Deferred Shares Number Share Price £ Total consideration £’000 At January 1, 2024 1,189,577,722 1,000,001 4,063,321,418 February to May 2024 Exercise pre-funded warrants 944,746,000 – – 0.0040 3,732 February to May 2024 Exercise Series E & F warrants 98,697,600 – – 0.0043 – 0.0044 427 25 April 2024 Intangible asset (see note 5) 151,265,200 – – 0.0015 219 22 May 2024 Warrant inducement 1,241,826,400 – – 0.0030 3,663 At June 30, 2024 (unaudited) 277,971,722 1,000,001 4,063,321,418 2023 At January 1, 2023 5,417,137 1,000,001 – February 15, 2023 Private Placements* 98,387,275 – – 0.0505 4,967 May 26, 2023 Registered Direct Offering* 276,697,310 – – 0.0097 2,690 June 14, 2023 Share sub-division and re-designation 4,063,321,418 n/a n/a December 21, 2023 Shares issued to purchase Intangible asset (see note 5) 323,684,800 – – 0.0040 1,279 December 21, 2023 Registered Offering 485,391,200 – – 0.0040 1,918 At December 31, 2023 1,189,577,722 1,000,001 4,063,321,418 Related party transaction The Directors consider there to be no related party transactions during the periods reported other than Directors Remuneration. Contingent liabilities The Company entered into an Arrangement Agreement with Bioasis on December 13, 2022 as amended on December 18, 2022. Under the agreement the Company agreed to acquire the entire issued share capital of Bioasis for consideration of, in aggregate, approximately C$7.4 million (c£4.4 million). The agreement was subject to shareholder approval. On January 23, 2023 at the General Meeting to approve the Arrangement Agreement none of the special resolutions were passed and, accordingly, the acquisition of Bioasis did not proceed. Under the agreement the Company agreed to reimburse Bioasis US$225,000 for expenses relating to the transaction should the Company’s shareholders not approve the transaction. On March 3, 2023 the Company advised Bioasis that it would offset this liability against the $500,000 loan it advanced to them during December 2022 and January 2023. As at June 30, 2024 and December 31, 2023 the Company had a contingent liability of $225,000 in relation to this potential liability. Events after the reporting date On July 22, 2024, the Company utilised its capacity under its Registration Statement on Form F-3 to raise $5.0 million in gross proceeds in a Registered Direct Offering with certain institutional investors for the sale of an aggregate of 5,050,808 ADSs and 278,975 pre-funded warrants at a price of $0.94 per ADS. In a concurrent Private Placement, the Company issued and sold to the Investors (i) Series J warrants exercisable for 5,329,783 Depositary Shares, and (ii) Series K Warrants to purchase an aggregate of 5,329,783 Depositary Shares. The Series J and Series K warrants are exercisable for five years and one year, respectively, at $1.00 per ADS each. On August 27,2024, the Company , 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 requested a hearing before a Hearings Panel (the “Panel”), the Company’s securities would be subject to suspension/delisting. Accordingly, the Company requested 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. On September 19, 2024, the Company announced a ratio change on its ADSs from one (1) ADS representing four hundred (400) ordinary shares, to the new ratio of one (1) ADS representing ten thousand (10,000) ordinary shares (the "Ratio Change"). The effective date of the Ratio Change is expected to be October 4,2024. vv Attachment 24.09.26 BDRX 2024 Interim report FINAL

July 16, 2024 Biodexa Announces Phase 2a Study of Tolimidone in Type 1 Diabetes Approved by Health Canada Biodexa Pharmaceuticals PLC (“Biodexa” or “the Company”), (Nasdaq: BDRX), a clinical stage biopharmaceutical company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs announces progress on initiation of a Phase 2a study of tolimidone in Type 1 diabetes (“T1D”). Health Canada has approved a Phase 2a dose confirmation study of tolimidone in T1D. The study will be an Investigator Initiated Trial (IIT) to be conducted by the University of Alberta. 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 initially in 12 patients across three dose groups. The study may be expanded in due course. It is expected the first patient will be enrolled in the current quarter. Commenting, Stephen Stamp, CEO and CFO of Biodexa said: ”We are excited to initiate our clinical program in Type 1 diabetes with the University of Alberta and build on the extensive tolimidone data package put together by Pfizer, Melior and Bukwang ”. About Tolimidone Tolimidone was originally discovered by Pfizer Inc. (“Pfizer”) and was developed through Phase II for the treatment of gastric ulcers. Pfizer undertook a broad pre-clinical program to characterize the pharmacology, pharmacokinetics, metabolism and toxicology of tolimidone. Pfizer discontinued development of the drug due to lack of efficacy for that indication in a Phase II clinical trial. Tolimidone is a selective activator of the enzyme Lyn kinase which increases phosphorylation of insulin substrate -1, thereby amplifying the signalling cascade initiated by the binding of insulin to its receptor. Biodexa plans to develop tolimidone for the treatment of T1D. Tolimidone’s potential utility in T1D has been demonstrated by a number of preclinical studies conducted at 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. Most importantly, tolimidone was able to induce proliferation in beta cells isolated from human cadavers. For more information, please contact: Biodexa Pharmaceuticals PLCStephen Stamp, CEO, CFOTel: +44 (0)29 20480 180www.biodexapharma.com 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 Bladder 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 signalling 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’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. 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.

19 April 2024 Biodexa Pharmaceuticals PLC(“Biodexa” or the “Company” or, together with its subsidiaries, the “Group”) Preliminary Results for the Year Ended 31 December 2023 Biodexa Pharmaceuticals PLC (NASDAQ: BDRX), a clinical stage biopharmaceutical company developing a pipeline of products aimed at primary and metastatic cancers of the brain, announces its audited preliminary results for the year ended 31 December 2023. For more information, please contact: Biodexa Pharmaceuticals PLCStephen Stamp, CEO, CFOTel: +44 (0)29 2048 0180www.biodexapharma.com 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 programmes include tolimidone, under development as a novel agent for the treatment of type 1 diabetes and MTX110, which is being studied in aggressive rare/orphan brain cancer indications. 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 tumour, 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 are forward-looking statements or information (collectively, forward-looking statements). Biodexa hereby provides cautionary statements identifying important factors that could cause the actual results to differ materially from those projected in the forward-looking statements. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “may”, “is expected to”, “anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”, “vision”, “goals”, “objective” and “outlook”) are not historical facts and may be forward-looking and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes may not occur or may be delayed. The risks, uncertainties and other factors many of which are beyond the control of Biodexa, that could influence actual results include, but are not limited to: a limited operating history; regulatory risks; substantial capital and liquidity requirements; financing risks and dilution to shareholders; competition; reliance on management and dependence on key personnel; conflicts of interest of management; exposure to potential litigation, and other factors beyond the control of Biodexa. Forward looking statements are based on estimates and assumptions made by management in light of their experience of historical trends, current conditions and expected future developments, as well as factors that are believed to be appropriate. Such factors include, among others, Biodexa’s future product revenues, stage of development, additional capital requirements, risks associated with the completion and timing of clinical trials and obtaining regulatory approval to market Biodexa’s products, the ability to protect its intellectual property, dependence upon collaborative partners, changes in government regulation or regulatory approval processes and rapid technological change in the industry. These factors should be considered carefully and readers are cautioned to not place undue reliance on such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and, except as required by applicable law, Biodexa undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statements are made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Company or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. You should, however, review the factors and risks we describe in the reports we will file from time to time with the US Securities and Exchange Commission after the date of this announcement. As a result of these factors, we cannot assure you that the forward-looking statements in this announcement will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. INTRODUCTION Headquartered in Cardiff, UK, with its American Depositary Shares (“ADSs”) quoted on the NASDAQ exchange in the US, Biodexa is a clinical-stage biotechnology company developing a pipeline of innovative products for the treatment of diseases with unmet medical needs including Type 1 diabetes and rare / orphan brain cancers. The Company de-listed from the AIM market as of 26 April 2023. STRATEGY In the course of seeking additional funding for the Company, it became clear that raising significant funds for a drug delivery platform company was going to be difficult, if not impossible, in the then prevailing financial markets. Accordingly, we decided to re-position the Company as a therapeutics company and began looking for assets to complement our MTX110 programmes. Following the re-positioning of the Company, our priorities for 2024 reflect our modified strategy as follows: Strategic ImperativesProgress in 2023Priorities for 2024 Advance our clinical -stage assets through to proof-of-concept dataWe announced the completion of recruitment into Cohort A of our MAGIC-G1 study of MTX110 in patients with recurrent glioblastoma (rGBM).In an Investigator Initiated Trial, Columbia University completed recruitment of a Phase I study of MTX110 in patients with Diffuse Midline Glioma (DMG).In respect of our Phase I study in rGBM, deliver interim safety and efficacy data (in the form of Progression Free Survival data) in respect of Cohort A patients and begin recruitment of Cohort B patients.Initiate recruitment of a Phase IIa dose confirmation study of tolimidone in Type 1 diabetes patients.Seek an IND from FDA to commence a Phase II study of MTX110 in DMG.Develop and broaden our drug development pipelineWe in-licensed tolimidone, a Phase II ready asset with very substantial preclinical and toxicology data which has been studied in over 700 patients. In preclinical experiments, tolimidone showed potential to be disease modifying in Type 1 diabetes.We initiated a new research programme, coded MTD217, to explore the potential for MTX110 in combination with an OXPHOS inhibitor for the treatment of Leptomeningeal Disease, a severe complication of solid cancers with metastasis in the leptomeningeal space of the CNS.Generate in vitro data to support the disease modifying potential of tolimidone in Type 1 diabetes.Generate in vitro and in vivo data to demonstrate the effectiveness of MTD217 in Leptomeningeal Disease models.Seek additional pre-IND and/or clinical-stage assets to acquire or in-license.Expand further our patent portfolio to cover new inventions and divisionals to strengthen existing patent families.Provide a healthy and stimulating environment in which our staff members can continue to thriveWe have been compliant with ISO 9001 since 2014. Implement the new COSHH assessment procedures developed in 2023.Continue to monitor third party advice and regulation to maintain a safe environment for our staff members.Develop individualised learning programmes for staff members through participation in conferences, webinars and/or training programmes. BUSINESS MODEL In order to make the Company more investable and secure additional financing, the Board decided to re-position the Company as a therapeutics (as opposed to drug delivery) company in early 2023. As a result, the delivery of proof-of-concept clinical data is the primary focus of our business model going forward. Development Our intention is to build a balanced portfolio of clinical-stage development assets, ideally with a focus on rare / orphan indications. Tolimidone, which was in-licensed in December 2023, is a Phase II ready asset which we intend to develop for Type 1 diabetes. MTX110 is currently in Phase I development for three rare / orphan brain cancers. Our aim is to develop our clinical assets to proof of concept stage before securing partners to undertake the most expensive, later stage development. Manufacturing We do not intend to establish our own manufacturing capabilities. For clinical trial material we utilise GMP-certified contract manufacturers. Commercialisation Once proof-of-concept has been established, we intend to seek to license our products to a partner who would complete the clinical development and subsequently market and sell them in the licensed territory. In addition to reimbursement of development costs, the partner would be expected to make milestone payments based on sales targets and royalty payments. Our development pipeline now includes five projects, four of which are at clinical stage, as follows: CLINICAL-STAGE ASSETS Tolimidone Tolimidone was originally discovered by Pfizer Inc. (“Pfizer”) and was developed through Phase II for the treatment of gastric ulcers. Pfizer undertook a broad pre-clinical program to characterise the pharmacology, pharmacokinetics, metabolism and toxicology of tolimidone. Pfizer discontinued development of the drug due to lack of efficacy for that indication in Phase II. Tolimidone is a selective activator of the enzyme Lyn kinase which increases phosphorylation of insulin substrate -1, thereby amplifying the signalling cascade initiated by the binding of insulin to its receptor. We intend to develop tolimidone for the treatment of Type-1 diabetes (“T1D”). As a Lyn kinase activator, tolimidone has been shown in preclinical experiments to have a role in beta cell survival and proliferation. If replicated in clinical studies, tolimidone could have the potential to be disease modifying and change the treatment paradigm for T1D. T1D affects approximately 8.4 million people worldwide and there are approximately 500,000 new diagnoses per annum. As a first step in the planned continued clinical development of tolimidone, we intend to initiate a Phase IIa dose confirmation study to establish the optimum dose of tolimidone in patients with T1D. The Phase IIa study will be open-label in approximately 15 patients with T1D treated over a period of three months with endpoints of change in C-peptide levels, HbA1c and number of hyperglycaemic events. MTX110 Using our MidaSolve technology in combination with panobinostat, an otherwise insoluble drug, MTX110 is designed for direct-to-tumour administration via a catheter system (Convection Enhanced Delivery, or "CED") thereby bypassing the blood-brain barrier and allowing for high drug concentrations and broader drug distribution in and around the tumour while simultaneously minimising systemic toxicity and other side effects. Panobinostat is currently marketed under the brand Farydak® which is used orally in combination therapy for the treatment of multiple myeloma. We are currently researching the utility of MTX110 to proof of concept stage in three indications: Glioblastoma Multiforme (GBM):GBM is the most common and aggressive form of brain cancer in adults, usually occurring in the white matter of the cerebrum. Treatments include radiation, surgical resection and chemotherapy although, in almost all cases, tumours recur. There are approximately 2-3/100,000(1) population diagnoses of GBM per annum. Survival with standard of care treatment ranges from approximately 13 months in unmethylated MGMT patients to approximately 30 months in highly methylated MGMT patients(2). Once it has recurred, median survival is 6.5 months(3). During 2023 we completed recruitment of patients in the first cohort of a Phase I study to assess the utility of MTX110 in recurrent GBM. The Phase I study is an open-label, dose escalation study designed to assess the feasibility and safety of intermittent infusions of MTX110 administered by convection enhanced delivery (CED) via implanted refillable pump and catheter. The study aims to recruit two cohorts, each with a minimum of four patients; the first cohort received MTX110 only and the second cohort will also receive MTX110 but, at the option of the treating clinician, the catheter may be re-positioned once recurrence occurs. Diffuse Midline Glioma (DMG), formerly known as Diffuse Intrinsic Pontine Glioma, or DIPG:DMG tumours are located in the pons (middle) of the brain stem and are diffusely infiltrating. Occurring mostly in children, approximately 1,000 patients(4) worldwide are diagnosed with DIPG per annum and median survival is approximately 10 months(5). There is no effective treatment since surgical resection is not possible. The standard of care is radiotherapy, which transiently improves symptoms and survival. Chemotherapy does not improve survival and one likely reason is that many anti-cancer drugs cannot cross the blood-brain barrier to access the tumour. In October 2020, we reported the first-in-human study by the University of California, San Francisco (“UCSF”) of MTX110 in DIPG using a convection enhanced delivery (“CED”) system. The Phase I study established a recommended dose range for Phase II, a good safety and tolerability profile but also encouraging median survival data of 26 months in the seven patients treated. An additional Phase I Investigator Initiated Trial by Columbia University is expected to report data in 2Q24. Thereafter, we intend to explore the possibility of seeking an IND for a Phase II study of MTX110 in DMG.Medulloblastoma:Medulloblastomas are malignant embryonal tumours that start in the cerebellum. They are invasive and, unlike most brain tumours, spread through the cerebrospinal fluid (“CSF”) and frequently metastasize to different locations in the brain and spinal cord. Treatments include resection, radiation and chemotherapy. Approximately 350 patients(6) are diagnosed with medulloblastoma per annum and 3,800 people are living with the disease in the US. The cumulative survival rate is approximately 60%, 52%, and 47% at 5 years, 10 years, and 20 years, respectively(7); however, recurrence is nearly always fatal with no established standard of care. The University of Texas is undertaking a Phase I exploratory study in recurrent medulloblastoma patients using direct administration of MTX110 into the fourth ventricle, enabling it to circulate throughout the central spinal fluid. PRECLINICAL ASSET MTD217Our programme is centred around a water-soluble drug formulation that can be easily infused or injected simultaneously, or sequentially, directly into the cancer microenvironment, disrupting metabolic functions in a highly localised manner and limiting off-target toxicity. Our initial target is treatment of leptomeningeal disease (“LMD”), a lethal complication in which metastatic cancer cells invade the cerebrospinal fluid and central nervous system. Approximately 5% of all cancer patients develop LMD and, with no effective treatments currently available, median overall survival is just three to six months post- diagnosis(8). (1) American Association of Neurosurgeons (2) Radke et al (2019). Predictive MGMT status in a homogeneous cohort of IDH wildtype glioblastoma patients. Acta Neuropathologica Communications 7:89 Online: https://doi.org/10.1186/s40478-019-0745-z (3) J Neurooncol. 2017; 135(1): 183–192 (4) Louis DN, Ellison DW, et al. The 2016 World Health Organization Classification of Tumors of the Central Nervous System: a summary. Acta Neuropathol 2016; 131:803–820 (5) Jansen et al, 2015. Neuro-Oncology 17(1):160-166 (6) Aboian et al (2018). Neuro-Oncology Practice, Volume 5, Issue 4, December 2018 (7) Smoll NR (March 2012). "Relative survival of childhood and adult medulloblastomas and primitive neuroectodermal tumors (PNETs)". Cancer. 118 (5): 1313–22 (8) https://my.clevelandclinic.org/health/diseases/22737-leptomeningeal-disease CHIEF EXECUTIVE’S REVIEW Introduction With the backdrop of a continued difficult market for financing biotech companies, 2023 was again dominated by efforts to re-finance the Company and bring in additional clinical-stage assets into the development pipeline to diversify risk, enhance news flow and provide more opportunities for success. R&D Update TolimidoneIn December 2023 we were delighted to secure the global rights to develop and commercialise tolimidone. It is not often a company of Biodexa’s size and resources has an opportunity to in-license a Phase II ready product supported by very substantial preclinical data, that has been exposed to more than 700 patients and has demonstrated compelling preclinical data to support our chosen indication of T1D. In T1D, the body’s immune system attacks pancreatic beta cells such that they can no longer produce insulin which is required to regulate plasma glucose levels. The causes of T1D are not fully understood and there is currently no cure. Patients with T1D are dependent on daily administration of insulin (via injection or infusion). Tolimidone is a Lyn kinase activator and its potential utility in T1D was first demonstrated by several ground-breaking preclinical studies conducted at 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 was shown to both prevent beta cell degradation and to stimulate beta cell proliferation. As soon as we closed the in-license of tolimidone we began preparing for a Phase IIa dose confirming study which is expected to begin recruitment in the second quarter of 2024. The Phase IIa study will be open-label and include three doses with approximately 15 patients studied over three months with a follow up period. End points are expected to include C-peptide levels (a marker for insulin), HbA1c levels (a marker for plasma glucose) and number of severe hyperglycaemic events. Thereafter, we expect to follow up by a double-blind, placebo-controlled Phase IIb study in approximately 40-45 patients with similar clinical endpoints. MTX110In October 2023, we announced completion of recruitment of Cohort A of our ongoing open-label Phase I dose-escalation study which is designed to assess the feasibility and safety of intermittent infusions of MTX110 administered by CED via implanted refillable pump and catheter. Because no drug-related adverse events were observed within the first 30 days from the start of treatment, the minimum number of four patients were recruited into Cohort A. Patient #1 received weekly infusions of 60µM of MTX110 and Patients # 2, 3 and 4 each received 90µM, the expected optimum dose. The study site reported 12 months of survival from the start of the treatment in the 1st patient (OS=12 months). We initially began developing MTX110 for DMG, the ultra-rare, highly aggressive and inoperable form of childhood brain cancer. In February 2024 we announced the results of a Phase I study conducted by Columbia University Irving Medical Center. As this was the first ever study of repeated infusions to the pons via an implanted CED catheter, the primary objective of the study was safety and tolerability and, accordingly, the number of infusions was limited to two, each of 48 hours, 7 days apart. Nine patients were treated in the study (30 M group, n=3; 60 M group, n=4; 90 M group (optimal dose), n=2). One patient in the 60 M group suffered a severe adverse event assessed by the investigators as not related to the study drug but related to the infusion and tumour anatomy. Although the study was not powered to reliably demonstrate efficacy, median overall survival (OS) of patients in the study was 16.5 months. We are also evaluating the utility of MTX110 in medulloblastoma in a pilot study at the University of Texas. MTD217During the year we initiated a new preclinical programme, coded MTD217, to explore the simultaneous inhibition of two key metabolic pathways used by cancer cells to generate ATP. Blocking mitochondrial oxidative phosphorylation limits metabolic plasticity that enables cancer cells to adapt and survive. Our initial target for MTD217 is treatment of Leptomeningeal Disease, a lethal complication in which metastatic cancer cells invade the cerebrospinal fluid and central nervous system. In collaboration with a CRO, we developed a Leptomeningeal Disease in vivo model and awaiting results. Financings Private Placement, February 2023On 15 February 2023 we raised $6.0 million before expenses through a Private Placement in the US of 3,250,200 Ordinary Shares (8,125 ADSs) and 62,184,525 Pre-funded Warrants (155,461 ADSs). We also issued to investors Series A Warrants exercisable into 12,931,200 Ordinary Shares (32,327 ADSs) and Series B Warrants exercisable into 19,396,400 Ordinary Shares (48,491 ADSs). We also issued Series A Warrants exercisable into 625,000 Ordinary Shares (1,562 ADSs) to a former investor in return for a waiver from an obligation under a prior financing. All of the Series A and Series B Warrants have been exercised. Registered Direct Offering, May 2023On 26 May 2023 we raised $3.3 million before expenses via a Registered Direct Offering in the US of 110,679,610 Ordinary Shares (279,999 ADSs). We also issued to investors Series C Warrants exercisable into 166,017,700 Ordinary Shares (415,044 ADSs) and Series D Warrants exercisable into 110,679,610 Ordinary Shares (279,699 ADSs). All of the Series C Warrants have been exercised. None of the Series D Warrants, exercisable at $16.00 per ADS, have been exercised. The Series D Warrants may be exercised at any time until May 2028. Registered Offering, December 2023In connection with Assignment and Exchange Agreement with Adhera Therapeutics, Inc and the in-license from Melior Pharmaceuticals I, Inc. of tolimidone, on 21 December 2023 we raised $6.0 million in an F-1 offering in the US of 435,544,800 Ordinary Shares (1,088,887 ADSs) and 1,911,176 Pre-funded Warrants (764,470,400 Ordinary Shares). We also issued to investors Series E Warrants exercisable into 1,200,025,200 Ordinary Shares (3,000,063 ADSs) and Series F Warrants exercisable into 1,200,025,200 Ordinary Shares (3,000,063 ADSs). None of the Series E Warrants or the Series F Warrants have been exercised. The Series E Warrants and the Series F Warrants are exercisable at $2.20 per ADS and expire in December 2024 and December 2028, respectively. In addition, because the Adhera Secured Noteholders, as a group, subscribed for $4.0 million in total of Class A and Class B Units in the offering, we paid a further $0.4 million in cash to Adhera and issued a further $3.0 million of our ADSs, valued at the Class A Offering Price, to the Adhera Secured Noteholders. This resulted in the issue of 49,836,400 ordinary shares (328,000 ADSs) and 550,163,200 pre-funded warrant ordinary shares (1,375,408 pre-funded warrant ADSs). De-listing from AIM Following shareholder approval at a General meeting on 24 March 2023, the Company was de-listed from the AIM market with effect from 26 April 2023. The Board decided to recommend cancelling the Company’s AIM listing for a number of reasons including: an increasingly smaller proportion of trading in the Ordinary Shares is conducted on AIM compared to NASDAQ ; improved liquidity through concentration of trading in the Company’s securities on a single market; and, the cost, management time commitment and the burden of complying with the AIM Rules and maintaining a quotation on AIM is duplicative of that for complying with the NASDAQ rules. In addition, as was demonstrated with the in-licensing of tolimidone, we intend to seek opportunities to expand our pipeline through the acquisition and / or in-licensing of additional development programmes. Given our market capitalisation, most transactions are likely to be deemed reverse takeovers under AIM rules, requiring suspension and re-listing via a new Admission Document which is both time-consuming and costly. Change of Name Our intention is that re-positioning as a therapeutics company should represent a “fresh start” for the Company. To reflect this change the Company’s name was changed to Biodexa Pharmaceuticals PLC following a General Meeting on 24 March 2023. Outlook Taking into account the $15.3 million (gross) we raised in 2023, we have the resources to deliver two sets of preclinical data and three sets of clinical data in 2024. Our development pipeline now includes five programs, of which four are at clinical stage. With the pipeline stronger than it has ever been, we are enthusiastic about the potential for our Company in 2024 and beyond. FINANCIAL REVIEW Introduction Biodexa Pharmaceuticals PLC (the "Company") was incorporated as a company on 12 September 2014 and is domiciled in England and Wales. Financial analysis Key performance indicators 20232022Change Total gross revenue(1)£0.38m£0.70m(46)%R&D expenditure£4.07m£5.11m(20)%R&D as % of operating costs48%53%n/aNet cash inflow/(outflow) for the year £3.14m(£7.22m)n/m ==================================== (1)Total gross revenue represents collaboration income. Revenue In the year ended 31 December 2023, Biodexa generated consolidated total gross revenue of £0.38m (2022: £0.70m), a decrease of 46% on the prior year, this arose from customer revenue as in 2022. Customer revenue was derived entirely from the Group’s R&D collaboration agreements with Janssen in both years which has now ceased. Research and development expenditure Research and development costs were £4.07m, a reduction of £1.04m, or 20% on 2022 (2022: £5.11m). The percentage of R&D costs as a percentage of operating costs also reduced to 48% from 53% in the prior year. The reduction in the year reflects the Directors decision to reposition as a therapeutics company and to not expand our internal drug delivery platform, resulting in a reduction in pre-clinical expense of £0.87m. Personnel costs also reduced by £0.39m as a result of the cost reduction program in March 2023 where eight staff members were made redundant at a one-time cost of £105k. Expenditure on the MTX110 clinical program increased during the year by £0.41m offsetting in part the reduced expense on pre-clinical programs and staffing. Administrative costs Administrative costs in the year reduced by £0.2m to £4.34m (2022: £4.54m). During the year the Company expensed £1.31m on legal and professional fees in connection with the successful financing transactions in the year, the acquisition of the tolimidone licence in December 2023 and aborted acquisitions, this compares to £1.36m spent in 2022 on the aborted acquisition of Bioasis Technologies Inc (“Bioasis”). During the year the Company provided a loan to Adhera Therapeutics, Inc. (“Adhera”) of £0.08m, which was forgiven on completion of the acquisition of the global rights to develop and commercialise tolimidone in December 2023 transaction. Staff costs During the year, the average number of staff decreased to decreased to 21 (2022: 27), reflecting the cost reduction program undertaken in March 2023. Total staff cost reduced 19% to £2.06m (2022: £2.52m). Taxation During 2023 and 2022 we recognized U.K research and development tax credits of £0.41m and £0.83m in respect of R&D expenditure incurred. The lower tax credit in the current year is due to the reduced R&D spend compared to 2022. Capital expenditure Purchase of tangible fixed assets in 2023 was £0.03m (2022: £0.06m) and related to investment in laboratory equipment. In addition, in December 2023, the Company purchased an intangible asset being the global rights to develop and commercialise tolimidone for total consideration of £2.94m, this was satisfied £0.24m in cash and £2.70m by the issue of ordinary shares and pre-funded warrants. Cash flow Net cash outflow from operating activities in 2023 was £6.83m (2022: outflow £7.05m) driven by a net loss of £7.08 (2022: loss £7.66m) and after negative movements in working capital of £0.05m (2022: positive £0.52m), taxes received of £0.84m (2022: £0.68m), and other net negative adjustments for non-cash items totalling £0.54m (2022: negative £0.59m). Investing activities outflow in 2023 of £0.27m (2022: outflow of £0.22m) included purchases of property, plant and equipment of £0.03m (2022: £0.06m), purchase of tolimidone licence for total consideration of £2.94m including cash of £0.24m. These cash outflows are offset interest income from bank deposits of £0.07m (2022: £0.03m). Financing activities inflow in 2023 of £10.23m (2021: inflow of £0.05m) was driven by receipts from share issues of £10.43m (2022: £0.24m). The other principal outflows related interest paid of £0.01m (2022: £0.02m) and payments on lease liabilities of £0.19m (2022: £0.18m). As a result of the foregoing, net cash inflow for the year was £3.14m (2022: outflow of £7.22 m). Share consolidation and ADS Ratio At a General Meeting on 24 March 2023, shareholders approved a consolidation of the Company’s Ordinary Shares on a one for 20 basis. As a result the par value of the Ordinary Shares was changed from £0.001 per share to £0.02 per share. At the same time, the ratio of the Company’s Ordinary Shares to ADSs was changed from each ADS representing 25 Ordinary Shares to each ADS representing 5 Ordinary Shares. At a General Meeting on 14 June 2023, shareholders approved the subdivision and redesignation of the Company’s Issued Ordinary Shares of £0.02 each into to one Ordinary Share of £0.001 each and 19 ‘B’ Deferred Shares of £0.001 each. The ‘B’ Deferred Shares have limited rights and are effectively valueless. On 5 July 2023 the Company affected a change in the ratio of the Company’s Ordinary Shares from each ADS representing 5 Ordinary Shares to each ADS representing 400 Ordinary Shares. Going Concern – material uncertainty The Group and Company 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 year ended 31 December 2023, the Group incurred a consolidated loss for the year of £7.08m and negative cash flows from operations of £6.83m. As of 31 December, 2023, the Group had an accumulated deficit of £142.82 m. 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 Company 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 31 December 2023, the Group had cash and cash equivalents of £5.97m. 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 the consolidated financial statements. These forecasts show that further financing will be required before the fourth quarter of 2024 assuming, inter alia, that certain development programs and other operating activities continue as currently planned. If the Company does not secure additional funding before the fourth quarter of 2024, it will no longer be a going concern and would likely be placed in Administration. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the timing of clinical trials. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. If we lack sufficient capital to expand our operations or otherwise capitalize on our business opportunities, our business, financial condition and results of operations could be materially adversely affected. If we raise additional funds through the issuance of debt securities or additional equity securities, it could result in dilution to our existing shareholders, increased fixed payment obligations and these securities may have rights senior to those of our ordinary shares (including the ADSs) and could contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business, financial condition and prospects. 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 alternative courses of action to finance the Company would be successful. This requirement for additional financing in the short term represents a material uncertainty that may cast significant doubt upon the Group and Parent Company’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 Company which are actionable before its cash resources run out then the Company will no longer be a going concern. In such circumstances, we 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 and assets would be stated at net realizable value and all liabilities would be accelerated to current liabilities. Macro-economic environment The invasion by the Russian Federation military in Ukraine in early 2022 and the recent Israeli/Palestinian conflict in the Middle East has had a destabilising impact on the global economy. Although there has been no immediate impact on the Group, it is not possible to assess the medium- and long-term impact of these conflicts on the Group and the global economy generally.Environmental matters, community, human rights issues and employees As at 31 December 2023 the Group had 16 employees, of whom 10 were routinely based at its offices in Cardiff, Accordingly the Company believes it has a relatively modest environmental impact. All materials imported into the Company’s laboratories are assessed for safety purposes and appropriate handling and storage safeguards imposed as necessary. Any small quantities of hazardous materials are removed by licensed waste management contractors. A number of policies and procedures governing expectations of ethical standards and the treatment of employees and other stakeholders are set out in the Company’s Employee Handbook. The Company has also established an anti-slavery policy pursuant to the Modern Slavery Act 2015. The Company strives to be an equal opportunity employer, irrespective of race or gender. At 31 December 2023, the number of male/female employees was 31%/69%, the number of male/female senior managers was 67%/33% and the number of male/female Directors was 80%/20%. Annual greenhouse gas emissions We measure our environmental performance by reporting our carbon footprint in terms of tonne CO2 equivalent. We report separately on our indirect emissions from consumption of electricity (Scope 2) and emissions consisting of employee travel in cars on Group business estimated on the basis of miles travelled (Scope 3). The Group have elected to monitor and report its energy efficiency using tonnes of CO2 per employee as an intensity ratio. Methodology In calculating the reported energy usage and equivalent greenhouse gas emissions the Group have referred to the HM Government Environment Reporting Guidelines and the GHG Reporting Protocol. A location-based allocation methodology was used to calculate electricity usage. Tonnes CO2e20232022Scope 21815Scope 333Total2118Intensity ratio (tonnes of CO2 per employee)1.00.7 The Group’s electricity costs for 2023 were approximately £30,000 (2022: £23,000). The kWh usage in the year was 87,780 (2022: 78,017). The Group has no immediate plans to improve energy efficiency. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the year ended 31 December Note2023£’0002022£’0002021£’000Revenue 381699578Other income 142224Research and development costs (4,067)(5,111)(4,654)Administrative costs (4,342)(4,542)(2,946)Loss from operations (8,014)(8,932)(6,998)Finance income2570497936Finance expense2(41)(53)(44)Loss before tax (7,485)(8,488)(6,106)Taxation3406832646Loss for the year attributable to the owners of the parent (7,079)(7,656)(5,460)Other comprehensive income: Items that will or may be reclassified subsequently to profit or loss: Total other comprehensive income net of tax –––Total comprehensive loss attributable to the owners of the parent (7,079)(7,656)(5,460)Loss per share Continuing operations Basic and diluted loss per ordinary share - pence4(2)p(155) p(136) p The notes form an integral part of these consolidated financial statements. CONSOLIDATED STATEMENTS OF FINANCIAL POSITION At 31 December Company number 09216368Note2023£’0002022£’0002021£’000Assets Non-current assets Property, plant and equipment 5718311,152Intangible assets52,9416– 3,5128371,152Current assets Trade and other receivables 6371,0061,034Current taxation receivable 422846670Cash and cash equivalents 5,9712,83610,057 7,0304,68811,761Total assets 10,5425,52512,913Liabilities Non-current liabilities Borrowings6295463620 295463620Current liabilities Trade and other payables 1,2401,4471,092Borrowings6169161146Provisions7–20750Derivative financial liability84,16085553 5,5691,9001,841Total liabilities 5,8642,3632,461 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(CONTINUED)At 31 December Note2023£’0002022£’0002021£’000Issued capital and reserves attributable to owners of the parent Share capital96,2531,1081,098Share premium 86,73283,66783,434Merger reserve 53,00353,00353,003Warrant reserve 3,457720720Accumulated deficit (144,767)(135,336)(127,803)Total equity 4,6783,16210,452Total equity and liabilities 10,5425,52512,913 CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended 31 December Note2023£’0002022£’0002021£’000Cash flows from operating activities Loss for the year (7,079)(7,656)(5,460)Adjustments for: Depreciation of property, plant and equipment 143174213Depreciation of right of use asset 137166190Amortisation of intangible fixed assets533–Loss/(Profit) on disposal of property, plant and equipment 214(39)Impairment of loan 79207–Finance income2(570)(497)(936)Finance expense2415344Share-based payment charge 2812389Taxation3(406)(832)(646)Foreign exchange gains –(1)(3)Cash flows from operating activities before changes in working capital (7,622)(8,246)(6,548)Decrease/(Increase) in trade and other receivables 3657(487)(Decrease)/Increase in trade and other payables (207)356(130)(Decrease)/Increase in provisions7(207)157–Cash used in operations (7,671)(7,726)(7,165)Taxes received 8456781,157Net cash used in operating activities (6,826)(7,048)(6,008) CONSOLIDATED STATEMENTS OF CASH FLOWS(CONTINUED) For the year ended 31 December Note2023£’0002022£’0002021£’000Investing activities Purchases of property, plant and equipment (26)(62)(320)Proceeds from disposal of fixed assets 42042Purchase intangible asset5(237)––Loan granted (79)(207)–Interest received 7329–Net cash (used in)/generated from investing activities (265)(220)(278)Financing activities Interest paid (13)(18)(15)Amounts paid on lease liabilities (188)(178)(112)Repayment from Government loan ––(103)Share issues including warrants, net of costs 10,4272439,035Net cash generated from financing activities 10,226478,805Net increase/(decrease) in cash and cash equivalents 3,135(7,221)2,519Cash and cash equivalents at beginning of year 2,83610,0577,546Exchange (losses)/gains on cash and cash equivalents ––(8)Cash and cash equivalents at end of year 5,9712,83610,057 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY For the year ended 31 December NoteSharecapital£’000Sharepremium£’000Merger reserve£’000Warrant reserve £’000Accumulateddeficit£’000Totalequity£’000At 1 January 2023 1,10883,66753,003720(135,336)3,162Loss for the year ––––(7,079)(7,079)Total comprehensive loss ––––(7,079)(7,079)Transactions with owners Shares issued on 15 February 202391,9563,013–––4,969Costs associated with share issue on 15 February 20239–(903)–––(903)Shares issued on 26 May 202392,380 – (355)2,025Costs associated with share issue on 26 May 20239––– (527)(527)Shares issued on 21 December 20239485– –1,315(1,273)527Costs associated with share issue on 21 December 20239––––(441)(441)Issue of shares to purchase intangible asset5324955–1,422–2,701Share-based payment charge ––––244244Total contribution by and distributions to owners 5,1453,065–2,737(2,352)8,595At 31 December 2023 6,25386,73253,0033,457(144,767)4,678 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(CONTINUED) NoteSharecapital£’000Sharepremium£’000Merger reserve£’000Warrant reserve £’000Accumulateddeficit£’000Totalequity£’000At 1 January 2022 1,09883,43453,003720(127,803)10,452Loss for the year ––––(7,656)(7,656)Total comprehensive loss ––––(7,656)(7,656)Transactions with owners Exercise of warrants on 22 March 202214,21––––––Shares issued on 19 December 202214,2110311–––321Costs associated with share issue on 19 December 202214,21–(78)–––(78)Share-based payment charge ––––123123Total contribution by and distributions to owners 10233––123366At 31 December 2022 1,10883,66753,003720(135,336)3,162 NOTES FORMING PART OF THE FINANCIAL STATEMENTS For the year ended 31 December 2023 Basis of preparation The consolidated financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006, and they are prepared in accordance with international financial reporting standards. The consolidated financial statements have been prepared on a historical cost basis except that the following assets and liabilities are stated at their fair value: certain financial assets and financial liabilities measured at fair value, and liabilities for cash-settled share-based payments. The financial information contained in this final announcement does not constitute statutory financial statements as defined in Section 435 of the Companies Act 2006. The financial information has been extracted from the financial statements for the year ended 31 December 2023 which have been approved by the Board of Directors, and the comparative figures for the year ended 31 December 2022 and 31 December 2021 are based on the financial statements for that year. The financial statements for 2022 and 2021 have been delivered to the Registrar of Companies and the 2023 financial statements will be delivered after the Annual General Meeting. The auditor’s report for the Company’s 2023 Annual Report and Accounts was unqualified but did draw attention to the material uncertainty relating to going concern. The auditor’s report did not contain statements under s498(2) or (3) of the Companies Act 2006. Whilst the financial information included in this results announcement has been prepared in accordance with International Financial Reporting Standards (IFRSs) this announcement does not itself contain sufficient information to comply with IFRSs. The information in this results announcement was approved by the board on • April 2024. Going concern – material uncertainty The Group and Company 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 year ended 31 December 2023, the Group incurred a consolidated loss for the year of £7.08m and negative cash flows from operating activities of £6.83m. As of 31 December 2023, the Group had an accumulated deficit of £142.82m. 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 Company 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 31 December 2023, the Group had cash and cash equivalents of £5.97m. 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 the consolidated financial statements. These forecasts show that further financing will be required before the fourth quarter of 2024 assuming, inter alia, that certain development programs and other operating activities continue as currently planned. If the Company does not secure additional funding before the fourth quarter of 2024, it will no longer be a going concern and would likely be placed in Administration. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors, including the timing of clinical trials. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect. If we lack sufficient capital to expand our operations or otherwise capitalize on our business opportunities, our business, financial condition and results of operations could be materially adversely affected. If we raise additional funds through the issuance of debt securities or additional equity securities, it could result in dilution to our existing shareholders, increased fixed payment obligations and these securities may have rights senior to those of our ordinary shares (including the ADSs) and could contain covenants that would restrict our operations and potentially impair our competitiveness, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business. Any of these events could significantly harm our business, financial condition and prospects. 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 alternative courses of action to finance the Company would be successful. This requirement for additional financing in the short term represents a material uncertainty that may cast significant doubt upon the Group and Parent Company’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 Company which are actionable before its cash resources run out then the Company will no longer be a going concern. In such circumstances, we 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 and assets would be stated at net realizable value and all liabilities would be accelerated to current liabilities. 2 Finance income and expense 2023£’0002022£’0002021£’000Finance income Interest received on bank deposits7329–Other interest receivable10––Gain on equity settled derivative financial liability487468936Total finance income570497936 2023£’0002022£’0002021£’000Finance expense Interest expense on lease liabilities284336Other loans13108Total finance expense415344 The gain on the equity settled derivative financial liability in 2023, 2022 and 2021 arose as a result of the movement in share price. 3 Taxation 2023£’0002022£’0002021£’000Current tax credit Current tax credited to the income statement407825646Adjustment in respect of prior year(1)7– 406832646Deferred tax credit Reversal of temporary differences–––Total tax credit406832646 The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United Kingdom applied to losses for the year are as follows: 2023£’0002022£’0002021£’000Loss before tax(7,485)(8,488)(6,106)Expected tax credit based on the standard rate of United Kingdom corporation tax at the domestic rate of 23.52% (2021: 19%; 2020: 19%)(1,764)(1,613)(1,160)Expenses not deductible for tax purposes40839275Income not taxable(5)(4)(2)Adjustment in respect of prior period1(7)–Effect of R&D relief26(357)(280)Deferred tax not recognised928757721Total tax credited to the income statement(406)(832)(646) The taxation credit arises on the enhanced research and development tax credits accrued for the respective periods. 4 Loss per share 2023£’0002022£’0002021£’000Numerator Loss used in basic EPS and diluted EPS: Continuing operations(7,079)(7,656)(5,460)Denominator Weighted average number of ordinary shares used in basic EPS:315,849,6004,941,7934,027,345Basic and diluted loss per share: Continuing operations – pence(2)p(155) p(136) p At a General Meeting on 24 March 2023, shareholders approved a consolidation of the Company’s Ordinary Shares on a one for 20 basis. As a result, the par value of the Ordinary Shares was changed from £0.001 per share to £0.02 per share. The denominator has been calculated to reflect the share consolidation in the current and prior periods. At a General Meeting on 14 June 2023, shareholders approved the subdivision and redesignation of the Company’s Issued Ordinary Shares of £0.02 each into to one Ordinary Share of £0.001 each and 19 ‘B’ Deferred Shares of £0.001 each. The ‘B’ Deferred Shares have limited rights and are effectively valueless. The share sub-division and redesignation did not impact the calculation of the denominator as the number of Issued Ordinary Shares did not change. During the year the Company issued warrants that were accounted through the Warrant Reserve as detailed in note 9. The Company has considered the guidance set out in IAS 33 in calculating the denominator in connection with the issuance of Pre-Funded, Series A, Series B and Series C warrants as disclosed in note 9. Management have recognised the warrants from the date of grant rather than the date of issue of the corresponding Ordinary Shares when calculating the denominator. The Group has made a loss in the current and previous periods presented, and therefore the options and warrants are anti-dilutive. As a result, diluted earnings per share is presented on the same basis as basic earning per share. 5 Intangible assets In-process research and development£’000Goodwill£’000IT/Website costs£’000Total£’000Cost At 1 January 202113,3782,291–15,669At 31 December 202113,3782,291–15,669Transfer from property, plant and equipment––122122Disposal––(12)(12)At 31 December 202213,3782,29111015,779Acquisition2,938––2,938At 31 December 202316,3162,29111018,717 In-processresearch anddevelopment£’000Goodwill£’000IT/WebsiteCosts£’000Total£’000Accumulated amortisation and impairment At 1 January 202113,3782,291–15,669At 31 December 202113,3782,291–15,669Amortisation charge for the year––33Transfer from property, plant and equipment––113113Disposal––(12)(12)At 31 December 202213,3782,29110415,773Amortisation charge for the year––33Disposal––––At 31 December 202313,3782,29110715,776Net book value At 31 December 20232,938–32,941At 31 December 2022––66At 31 December 2021–––– The individual intangible asset which is material to the financial statements is as follows: Carrying amountRemaining amortisation period2023£’0002022£’0002021 £’0002023(years)2022(years)2021(years)MTX228 tolimidone acquired IPRD*2,938––n/an/an/a *asset is not yet in use and has not started amortising On 21 December 2023 the Company executed an Assignment and Exchange Agreement with Adhera for assignment of Adhera’s rights and a new licence for tolimidone (MTX228) with Melior for total consideration of $11.12million. The initial consideration was settled as follows: $’000£’000Cash paid to Adhera300237100,356 ADSs, valued at the Offer price issued to Adhera Loan Noteholders201159899,642 Pre-funded warrants at the Offering price issued to Adhera Loan Noteholders1,7991,422708,856 ADSs at the Offer price issued to Melior1,4181,120Recognised as intangible asset purchase3,7182,938 In addition, conditional upon Adhera Loan Noteholders subscribing for not less than $4 million in the Registered Offering the company paid a further $0.4million in cash and as an adjustment to equity of $3.0million satisfied by the issue of 124,591 ADSs and 1,375,408 pre-funded warrants and not as consideration for the acquisition of the intangible asset. These have been accounted for within the December 2023 Registered Offering The Assignment and Exchange Agreement also provides for deferred consideration totalling $4.0 million payable upon in part upon the completion of a positive Phase II clinical study of Tolimidone in Type-1 diabetes and in part upon the first commercial sale of tolimidone. In addition, the Company is obligated to pay single digit tiered royalties on net sales of tolimidone to Melior. The ADSs issued under the transaction are subject to restrictions on their resale. The Group reviews the carrying amounts of its intangible assets to determine whether there are any indications that those assets have suffered an impairment loss. If any such indications exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. Impairment indications include events causing significant changes in any of the underlying assumptions used in the income approach utilised in valuing in process R&D. The key assumptions are : estimation of future cash flows which is dependent on the probability of success, the discount factor, the timing of future revenue flows, market penetration and peak sales assumptions, and expenditure required to complete development, estimation of the long-term rate of growth for the business, estimation of the useful life over which cash flows will occur and determination of our weighted-average cost of capital. 6 Borrowings 2023£’0002022£’0002021£’000Current Lease liabilities169161146Total169161146Non-current Lease liabilities295463620Total295463620 Book values approximate to fair value at 31 December 2023, 2022 and 2021. Obligations under finance leases are secured by a fixed charge over the fixed assets to which they relate. Government loans in Spain During 2021 a euro denominated government and research loan of £103k was repaid. This amount translated at year end rate was £107k. The loan was repaid in February 2021 prior to the liquidation of MPE. 7 Provisions 2023£’0002022£’0002021£’000Opening provision at 1 January2075050Utilisation of provision(207)(43)–Provision recognised in the year–200–At 31 December–20750Less: non-current portion–––Current portion–20750 The provision as at 31 December 2021 represents management’s best estimate of the ‘making good’ clause on the Cardiff office which was vacated during the fourth quarter of 2021. This liability was settled during 2022. Bioasis Loans On 19 December 2022 the Company entered into a Promissory Note and Security Agreement with Bioasis to assist in the short term with Bioasis’ working capital requirements. Under the agreement the Company agreed to advance Bioasis up to US$750,000 in 3 tranches payable on 19 December 2022, 3 January 2023 and 6 February 2023. The Company advanced US$250,000 to Bioasis in the year to 31 December 2022. A further advance of US$250,000 was made to Bioasis on 3 January 2023. Management considered recovery of the debt to be uncertain and in 2022 recognised an impairment provision of £207,000 against the advance made in December 2022, and a provision of £207,000 against future credit losses resulting from the Promissory Note. On 3 February 2023 Bioasis announced they were ‘urgently exploring and evaluating all financing and strategic alternatives that may be available to address its liquidity requirements’ which triggered an event of default. As a result of this the 3rd payment under the agreement was not made in the post year end period. On 5 March 2023 Bioasis were served with a notice of an event of default. On 20 June 2023 Bioasis announced the suspension of operations. In 2023 the provision was utilised against the advance made to Bioasis in January 2023. 8 Derivative financial liability – current 2023£’0002022£’0002021£’000Equity settled derivative financial liability At 1 January855531,559Warrants issued4,562––Transfer to share premium on exercise of warrants––(70)Gain recognised in finance (income)/expense within the consolidated statement of comprehensive income(487)(468)(936)At 31 December 4,16085553 Equity settled derivative financial liability is a liability that is not to be settled for cash. No warrants recognised as equity settled derivatives were exercised in 2023, 2022 or 2021. The Company issues warrants in the ADSs of the Company as part of registered direct offerings and private placements in the US. The number of ADSs to be issued when exercised is fixed, however the exercise price is denominated in US Dollars being different to the functional currency of the Company. Therefore, the warrants are classified as equity settled derivative financial liabilities recognised at fair value through the profit and loss account (‘FVTPL’). The financial liability is valued using the Black-Scholes model in 2023, in previous periods the Monte Carlo model was used. The change in methodology is as result of the Company de-listing from AIM in 2023 and no longer needing to consider foreign exchange movements in fair value calculation. Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘finance income’ or ‘finance expense’ lines item in the income statement. A key input in the valuation of the instrument is the Company share price. Details of the warrants are as follows: December 2023 warrants In December 2023 the Company issued 3,000,063 Series E ADS Warrants and 3,000,063 Series F ADS Warrants as part of the Registered Offering in the US. The exercise price per ADS is $2.20. May 2023 warrants In June 2023 the Company issued 276,689 Series D ADS Warrants as part of a registered direct offering and private placement in the US after securing shareholder approval. The exercise price per ADS was $16.00. May 2020 warrants In May 2020 the Company issued 838 ADS warrants as part of a registered direct offering in the US. October 2019 warrants In October 2019 the Company issued 392 ADS warrants as part of a registered direct offering in the US. May 2020 and October 2019 warrant re-price On 13 December 2022 the Company entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd (‘Armistice’) to re-price previously issued ADS warrants issued to Armistice to $320 per ADS. The impact of the re-pricing is shown in the table below: The warrant exercise price per ADS for the remaining warrants remains unchanged as follows: October 2019 warrants at $10,000 per ADS; May 2020 warrants at $3,280 and $3,300 per ADS. ADS Warrants Number*Original price per ADS*New price per ADSEquivalent Ordinary Shares (400 ordinary shares per ADS)NumberOctober 2019 warrants375$10,000$320150,000May 2020 warrants406$3,280$320162,400 *Number and original price of warrants have been adjusted to reflect the share consolidation and ratio change of ADS’s to ordinary shares that occurred on 2 March 2020 and 24 March 2023 and the ratio change of ADS’s to ordinary shares on 26 September 2022 and 5 July 2023. DARA warrants and share options The Group also assumed fully vested warrants and share options on the acquisition of DARA Biosciences, Inc. (which took place in 2015). The number of ordinary shares to be issued when exercised is fixed, however the exercise prices are denominated in US Dollars. The warrants are classified equity settled derivative financial liabilities and accounted for in the same way as those detailed above. The financial liability is valued using the Black-Scholes option pricing model. The exercise price of the outstanding options is $1,903.40. The following table details the outstanding warrants over ADSs and ordinary shares as at 31 December and also the movement in the year: At 1 January 2021LapsedExercisedAt 31 December 2021LapsedAt 31 December 2022LapsedGrantedAt 31 December 2023ADSs December 2023 grant–––––– 6,000,1266,000,126May 2023 grant–––––– 276,689276,689May 2020 grant876–(38)838–838––838October 19 grant392––392–392––392Ordinary Shares DARA Warrants231(27)–204(204)––––DARA Options138––138 138(10)–128 *Number and original price of warrants have been adjusted to reflect the share consolidation and ratio change of ADS’s to ordinary shares that occurred on 2 March 2020 and 24 March 2023 and the ratio change of ADS’s to ordinary shares on 26 September 2022 and 5 July 2023. 9 Share capital Authorised, allotted and fully paid – classified as equity2023Number2023£2022Number2022£2021Number2021£At 31 December Ordinary shares of £0.001 each1,189,577,7221,189,5785,417,137108,3434,923,42098,468‘A’ Deferred shares of £1 each1,000,0011,000,0011,000,0011,000,0011,000,0011,000,001‘B’ Deferred shares of £0.001 each4,063,321,4184,063,321––––Total 6,252,900 1,108,344 1,098,469 At a General Meeting on 24 March 2023, shareholders approved a consolidation of the Company’s Ordinary Shares on a one for 20 basis. As a result, the par value of the Ordinary Shares was changed from £0.001 per share to £0.02 per share. At the same time, the ratio of the Company’s Ordinary Shares to ADSs was changed from each ADS representing 25 Ordinary Shares to each ADS representing five Ordinary Shares. At a General Meeting on 14 June 2023, shareholders approved the subdivision and redesignation of the Company’s Issued Ordinary Shares of £0.02 each into to one Ordinary Share of £0.001 each and 19 ‘B’ Deferred Shares of £0.001 each. The ‘B’ Deferred Shares have limited rights and are effectively valueless. The previously issued Deferred Shares were redesignated ‘A’ Deferred Shares. On 5 July 2023 the Company effected a ratio change in the number of Ordinary Shares represented by ADSs from five Ordinary Shares per ADS to 400 Ordinary Shares per ADS. On 26 May 2023 the Company entered into Private Placement and on 21 December 2023 the Company entered into a Registered Offering. As no share premium was recognised in relation to these transactions the transaction costs have been charged to retained earnings. During the year the Company issued the following warrants over ADSs, and these were recognised in the warrant reserve until exercise: Pre-Funded WarrantsSeries A WarrantsSeries B WarrantsSeries C WarrantsExercise price£0.0001$214.40$214.40$16.00As at 1 January 2023––––Issued: Private Placement February 2023155,46132,32748,491–Registered Direct Offering May 2023–––415,043Registered Offering December 20231,911,176–––Adhera Assignment and Exchange Agreement899,642–––Exercised(155,461)(32,327)(48,491)(415,043)As at 31 December 20232,810,818––– The Series A, Series B and Series C warrants are exercisable on an ‘alternative cashless basis’ effectively allowing the holders to exercise for nil consideration. Numbers of shares and share options/ warrants and related exercise/issue prices are after the impact of the 24 March 2023 share consolidation, ADS ratio changes on 24 March 2023 and 5 July 2023. In accordance with the Articles of Association for the Company adopted on 14 June 2023, the share capital of the Company consists of an unlimited number of ordinary shares of nominal value £0.001 each. Ordinary and deferred shares were recorded as equity. Rights attaching to the shares following the incorporation of Biodexa Pharmaceuticals plc Shares classified as equity The holders of ordinary shares in the capital of the Company have the following rights: (a) to receive notice of, to attend and to vote at all general meetings of the Company, in which case shareholders shall have one vote for each share of which he is the holder; and, (b) to receive such dividend as is declared by the Board on each share held. The holders of both classes of deferred shares in the capital of the Company: (a) shall not be entitled to receive notice of or to attend or speak at any general meeting of the Company or to vote on any resolution to be proposed at any general meeting of the Company; and (b) shall not be entitled to receive any dividend or other distribution of out of the profits of the Company. In the event of a distribution of assets, the deferred shareholders shall receive the nominal amount paid up on such share after the holder of each ordinary share shall have received (in cash or specie) the amount paid up or credited as paid up on such ordinary share together with an additional payment of £100 per share. The Company has the authority to purchase the deferred shares and may require the holder of the deferred shares to sell them for a price not exceeding 1p for all the deferred shares. Ordinary SharesNumber‘A’ Deferred SharesNumber‘B’ Deferred SharesNumberShare Price£Total consideration£’000At 1 January 20213,153,6941,000,001 19 February 2021Exercise of warrants15,340 5.960916 July 2021Placing1,754,386 5.70010,000At 31 December 20214,923,4201,000,001 22 March 2022Exercise of Warrants1 200.000-3 May 2022Share issue to SIPP trustee1,250 0.001-19 December 2022Registered District Offering492,466 0.666321At 31 December 20225,417,1371,000,001 15 February 2023Private Placements*98,387,275 0.05054,96726 May 2023Registered Direct Offering*276,697,310 0.00972,69014 June 2023Share sub-division and re-designation 4,063,321,418n/an/a21 December 2023Shares issued to purchaseIntangible asset (see note 5)323,684,800 0.00401,27921 December 2023Registered Offering485,391,200 0.00401,918At 31 December 20231,189,577,7221,000,0014,063,321,418 *Number of shares issued includes exercise of pre-funded warrants and Series A, Series B and Series C warrants that were exercisable on an ‘alternative cashless basis’. 10 Contingent liabilities The Company entered into an Arrangement Agreement with Bioasis on 13 December 2022 as amended on 18 December 2022. Under the agreement the Company agreed to acquire the entire issued share capital of Bioasis for consideration of, in aggregate, approximately C$7.4 million (c£4.4 million). The agreement was subject to shareholder approval. On 23 January 2023 at the General Meeting to approve the Arrangement Agreement none of the special resolutions were passed and, accordingly, the acquisition of Bioasis did not proceed. Under the agreement the Company agreed to reimburse Bioasis US$225,000 expenses relating to the transaction should the Company’s shareholders not approve the transaction. On 3 March 2023 the Company advised Bioasis that it would offset this liability against the sums it advanced as disclosed in note 13. As at 31 December 2023 and 31 December 2022 the Company had a contingent liability of $225,000 in relation to this potential liability. 11 Post Balance Sheet Events On 22 January 2024 membership of the Board Committees were changed to the following: Audit CommitteeRemuneration CommitteeNominations CommitteeStephen ParkerX X*Sijmen de Vries X*XAnn MerchantXX Simon TurtonX*XX*Chair of Committee