UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 2021
Commission File Number: 0001723069
Tiziana Life Sciences plc
(Exact Name of Registrant as Specified in Its Charter)
3rd Floor,
11-12 St James’s Square
London SW1Y 4LB
United Kingdom
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On October 21, 2021, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the Share Capital Consolidation and Commencement of trading in the New Tiziana Shares on NASDAQ (the “RNS Announcement”).
The RNS Announcement is furnished herewith as Exhibit 99.1 to this Report on Form 6-K. The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIZIANA LIFE SCIENCES PLC | |||
| Date: October 21, 2021 | By: | /s/ Kunwar Shailubhai | |
| Name: | Kunwar Shailubhai | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Regulatory News Service Announcement, dated October 21, 2021 |
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Exhibit 99.1
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) (“UK MAR”). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Share Capital Consolidation and Commencement of trading in the New Tiziana Shares on NASDAQ
London/New York, 21 October 2021 - Tiziana Life Sciences plc (Nasdaq: TLSA / LSE: TILS) (“Old Tiziana”) a biotechnology company focused on innovative therapeutics for oncology, inflammation, and infectious diseases announced on 20 August 2021 that it had formally commenced its strategic plan to change its corporate structure by establishing Tiziana Life Sciences Ltd (“New Tiziana”), a Bermuda-incorporated company, as the ultimate parent company of the Tiziana Group. The reorganisation was achieved by a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
A Scheme Document setting out full details of the Scheme (the “Scheme Document”) was mailed to the shareholders of Old Tiziana on 3 September 2021. The Scheme Document can be found at http://www.tizianalifesciences.com/about-us/.
Capitalised terms defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.
Share Capital Consolidation
The Share Capital Consolidation was implemented immediately after the Scheme became effective on 20 October 2021. The ratio of the Share Capital Consolidation was two-for-one. Whilst the Share Capital Consolidation reduced the number of issued shares of New Tiziana, shareholders now own the same proportion of New Tiziana as they did of Old Tiziana immediately before the Scheme became effective, subject to fractional interests. Fractional entitlements which arose as a result of the Share Capital Consolidation will be aggregated by New Tiziana’s transfer agent, Computershare, and sold as soon as practicable at the prevailing prices on the open market and the net proceeds of sale distributed pro rata to the Old Tiziana Shareholders entitled to them.
Following the implementation of the Scheme and subsequent Share Capital Consolidation by New Tiziana, persons registered as holding Old Tiziana ADSs at the effective date set by the Depositary will be entitled to receive one New Tiziana Share for every one Old Tiziana ADS (representing two underlying Old Tiziana Shares).
Commencement of Trading on NASDAQ
Following the implementation of the Share Capital Consolidation by New Tiziana, it is expected that the New Tiziana Shares will be listed on NASDAQ with effect from the opening of business in New York today.
For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of Tiziana is Dr Kunwar Shailubhai, Chief Executive Officer.
For further information please contact:
Keeren Shah, Finance Director: +44 (0) 207 495 2379 or
email: info@tizianalifesciences.com
United States:
Investors:
Dave Gentry, CEO
RedChip Companies Inc.
1-800-RED-CHIP (733-2447)
or
407-491-4498
dave@redchip.com
About Tiziana Life Sciences
Tiziana Life Sciences plc is a dual listed (NASDAQ: TLSA & UK LSE: TILS) biotechnology company that focuses on the discovery and development of novel molecules to treat human diseases in oncology, inflammation and infectious diseases. In addition to Milciclib, the Company will be shortly initiating Phase 2 studies with orally administered Foralumab for Crohn’s Disease and nasally administered Foralumab for progressive multiple sclerosis. Foralumab is the only fully human anti-CD3 monoclonal antibody (“mAb”) in clinical development in the world. This Phase 2 compound has potential application in a wide range of autoimmune and inflammatory diseases, such as Crohn’s Disease, multiple sclerosis, type-1 diabetes (“T1D”), inflammatory bowel disease (“IBD”), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable. The Company is accelerating development of anti-Interleukin 6 receptor (“IL6R”) mAb, a fully human monoclonal antibody for treatment of IL6-induced inflammation, especially for treatment of COVID-19 patients.
Forward looking statements
This announcement may contain certain forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements involve risks and uncertainties that could cause the actual results of operations, financial condition, prospects and the development of the sector in which Old Tiziana operates to differ materially from the impression created by these forward-looking statements. Old Tiziana does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Do not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.