0001213900-22-028645 | 20-F | XBRL Viewer | Tiziana Life Sciences LTD

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Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2021 shares
Document Information Line Items
Entity Registrant Name	Tiziana Life Sciences Ltd
Document Type	20-F
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	102,272,614
Amendment Flag	false
Entity Central Index Key	0001723069
Entity Current Reporting Status	No
Entity Voluntary Filers	Yes
Entity Filer Category	Non-accelerated Filer
Entity Well-known Seasoned Issuer	No
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Entity Incorporation, State or Country Code	D0
Entity Address, Address Line One	Clarendon House
Entity Address, Address Line Two	2 Church Street,
Entity Address, City or Town	Hamilton HM
Entity Address, Postal Zip Code	11
Entity Address, Country	BM
Entity Interactive Data Current	No
Document Accounting Standard	International Financial Reporting Standards
Auditor Firm ID	1401
Auditor Name	Mazars LLP
Auditor Location	London, England
Document Registration Statement	false
Entity File Number	000-00000
Business Contact
Document Information Line Items
Entity Address, Address Line One	Finance Director
Entity Address, Address Line Two	55 Park Lane,
Entity Address, City or Town	London
Entity Address, Postal Zip Code	W1K 1NA
Entity Address, Country	GB
Contact Personnel Name	Keeren Shah
City Area Code	+44
Local Phone Number	20 7495 2379

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 42,186	$ 65,824
Prepayments and other receivables	1,301	785
Finance lease receivable		152
Taxation receivable	4,736	3,047
Related party receivables	456	368
Total current assets	48,679	70,176
Property and Equipment, net	17	3
Right of use asset		357
Intangible asset	130	120
Total non-current assets	147	480
Total assets	48,826	70,656
Liabilities:
Accounts payable and accrued expenses	6,181	5,590
Lease Liability		265
Financial liability		324
Related party payable	1,355	1,716
Other liabilities	10	85
Total current liabilities	7,546	7,980
Lease Liability (Non-Current)		290
Total liabilities	7,546	8,270
Shareholders’ Equity:
Called up share capital (102,272,614 shares are issued and outstanding; 2020: 97,306,144)	102	97
Share premium	15,596
Share based payment reserve - Options	13,797	8,624
Share based payment reserve - warrants	697	697
Merger relief reserve	118,697	118,697
Shares to be issued reserve		13,503
Translation reserve	454	5,414
Retained earnings	(108,063)	(84,646)
Total shareholders’ equity	41,280	62,386
Total liabilities and shareholders’ equity	$ 48,826	$ 70,656

Consolidated Balance Sheets (Parentheticals) - shares	Dec. 31, 2021	Dec. 31, 2020
Statement of financial position [abstract]
Share capital, issued	102,272,614	97,306,144
Share capital, outstanding	102,272,614	97,306,144

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue
Other revenue
Gross Profit
Research and Development	(13,208)	(5,993)	(3,714)
Operating Expenses	(13,311)	(11,203)	(6,207)
Realization bonus	(855)	(13,214)
Impairment of other non-current asset		(279)
Gain from disposal of intellectual property		2,663
Total operating expenses	(27,374)	(28,026)	(9,921)
Loss from operations	(27,374)	(28,026)	(9,921)
Other income/(expense):
Finance Income/(expense)	(176)	(312)	(91)
Other income	893
Total other income/(expense)	717	(312)	(91)
Loss from operations before income taxes	(26,657)	(28,338)	(10,012)
Income tax credit	3,240	2,207	689
Loss for the year	(23,417)	(26,131)	(9,323)
Other Comprehensive loss:
Currency translation	(4,478)	3,474	(27)
Comprehensive loss	$ (27,895)	$ (22,657)	$ (9,350)
Basic and diluted loss per share attributable to common shareholders (in Dollars per share)	$ (0.24)	$ (0.16)	$ (0.07)

Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands	Share Capital	Share Premium	Share Based Payment Reserve (Options)	Share Based Payment Reserve (warrants)	Convertible Loan Note Reserve	Merger Reserve	Retained Earnings	Shares to be issued Reserve	Translation Reserve	Total
Balance at Dec. 31, 2018	$ 97		$ 3,854	$ 1,874		$ 118,697	$ (50,721)		$ 1,967	$ 75,768
Convertible loan note issued					1,850					1,850
Convertible loan note interest					52					52
Share based payment charge (options)			1,309							1,309
Share based payment (warrants)				545	(545)
Total transactions with owners			1,309	545	1,357					3,211
Loss for the period							(9,323)			(9,323)
Translation									(27)	(27)
Total comprehensive income							(9,323)		(27)	(9,350)
Balance at Dec. 31, 2019	97		5,163	2,419	1,357	118,697	(60,044)		1,940	69,629
Issue of share capital					(2,304)					(2,304)
Options forfeited in the year			(35)							(35)
Exercise of options			(1,609)				1,529			(80)
Exercise of warrants				(2,046)	810					(1,236)
Shares to be issued in lieu of cash realization bonus								13,503		13,503
Convertible loan note issued					163					163
Convertible loan note interest					272					272
Share based payment charge (options)			5,105							5,105
Share based payment (warrants)				324	(298)					26
Total transactions with owners			3,461	(1,722)	(1,357)		1,529	13,503		15,414
Loss for the period							(26,131)			(26,131)
Translation									3,474	3,474
Total comprehensive income							(26,131)		3,474	(22,657)
Balance at Dec. 31, 2020	97		8,624	697		118,697	(84,646)	13,503	5,414	62,386
Issue of share capital	2	759								761
Shares to be issued in lieu of cash realization bonus	3	14,837						(13,503)	(482)	855
Share based payment charge (options)			5,173							5,173
Total transactions with owners	5	15,596	5,173					(13,503)	(482)	6,789
Loss for the period							(23,417)			(23,417)
Translation									(4,478)	(4,478)
Total comprehensive income							(23,417)		(4,478)	(27,895)
Balance at Dec. 31, 2021	$ 102	$ 15,596	$ 13,797	$ 697		$ 118,697	$ (108,063)		$ 454	$ 41,280

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations before income taxes	$ (26,657)	$ (28,338)	$ (10,012)
Convertible loan interest accrued	163	272	50
Shares issued in lieu of fees		466	105
Share based payment – options	5,173	5,070	1,266
Share based payment – warrants		26
Bonus to be settled in equity	855	13,503
Depreciation	8	5	5
(Gain)/ loss on foreign exchange	(1,899)	237	165
Lease adjustment
Depreciation of right-of-use asset	133	86	248
(Gain)/loss on disposal of right of use asset	(28)		71
Proceeds from finance lease reclassified as an investing activity	(152)
Cash inflow from taxation	1,415		1,021
Impairment of SharDNA SPA		296
Gain from disposal of intellectual property		(2,663)
Net (increase) in related party receivables	(88)	(31)	(287)
Net (decrease)/increase in related party payables	(685)	1,145	436
Net (increase)/decrease in operating assets/other receivables	516	(437)	159
Net (decrease) in operating liabilities /other liabilities	(516)	(972)	(23)
Net cash used in operating activities	(21,762)	(11,335)	(6,796)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of PPE	(22)	(3)	(4)
Purchase of Act D		(120)
Proceeds from finance lease	152
Net cash used in investing activities	130	(123)	(4)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares		71,157
Proceeds from issuance of convertible loan notes		163	1,880
Proceeds from issuance of warrants	129	3,364
Proceeds from issuance of options		939
Repayment of leasing liabilities	(152)	(277)	(200)
Net cash provided by financing activities	(23)	75,346	1,680
Net (decrease)/increase in cash and cash equivalents	(21,655)	63,888	(5,120)
Cash and cash equivalent, beginning of period	65,824	200	5,304
Exchange difference	(1,983)	1,736	16
Cash and cash equivalent, end of period	$ 42,186	$ 65,824	$ 200

General Information

12 Months Ended

Dec. 31, 2021

General Information [Abstract]

GENERAL INFORMATION

1. GENERAL INFORMATION

Tiziana Life Sciences Ltd is a public limited company incorporated in Bermuda and at the year end was quoted on the NASDAQ Capital Market (NASDAQ: TLSA). The previous parent, Tiziana Life Sciences plc, delisted from the main market of the London Stock Exchange (LSE: TILS) on October 21, 2021. The address of its registered office is given on page 1. The principal activities of the Company and its subsidiaries (the Group) are that of a clinical stage biotechnology company focused on targeted drugs to treat diseases in oncology and immunology.

These financial statements are presented in thousands of dollars ($’000) which is the presentational currency of the company. The functional currency for the Company is also US dollars ($) indicative of the primary economic environment in which the Company operates.

Accounting Policies

12 Months Ended

Dec. 31, 2021

Disclosure of significant accounting policies [text block] [Abstract]

ACCOUNTING POLICIES

2. ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been applied consistently to all the years presented unless otherwise stated.

Basis of preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and IFRIC interpretations as applicable to companies reporting under IFRS. These accounts have been prepared under the historical cost convention except for the following items:

- Financial instruments – fair value through profit or loss

-Financial instruments – fair value through other comprehensive income

Going Concern

The Group incurred losses during the year and has net assets at the year end.

The Group is in the early stages of developing its business focusing on the discovery and development of novel molecules that treat human disease in oncology and immunology. As the Group is pre-revenue, the Directors expect the Group to incur further losses and to require significant capital expenditure in continuing to develop clinical stage development therapeutic candidates in both oncology and immunology. The Group has successfully funded clinical trials to date and going forward will need to continue to secure additional investment to fund the clinical trials.

The Directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment to fund that operation. Based on those projections, the directors conclude that the company will be able to meet its liabilities as they fall due until at least June 2023, with a cash surplus of approximately $15m projected at this date. Accordingly, the Directors believe it appropriate that the financial statements have been prepared on a going concern basis.

New and Revised Standards

Standards in effect in 2021

There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2021, that are relevant to the Group and that have had any impact in the year to December 31, 2021. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant, and hence are not listed here

Basis of consolidation

Subsidiary undertakings are all entities over which the Group exercises control. The Group has control when it can demonstrate all of the following: (a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability to use its power over the investee to affect the amount of the investor’s return.

The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains control and are de-consolidated from the date at which control ceases.

Business combination

The Group has undertaken a group reorganisation exercise during the year to December 31, 2021. As part of this process, Tiziana Life Sciences Ltd (a Bermudan entity) was inserted above Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc) in the Group’s structure. As both entities were under common control of Planwise Ltd, the transaction does not constitute a business combination under IFRS 3 ‘Business combinations’ and instead has been accounted for as a group reorganization, using the pooling of interest method. This results in assets and liabilities being measured at their carrying amount in Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc) but share capital being that of Tiziana Life Sciences Ltd (a Bermudan entity). Merger accounting has been used to account for this transaction (See note 15 for details).

On 21 October 2021, Tiziana Life Sciences Ltd. (the ‘Company’) acquired the entire shareholding of the former Tiziana Life Sciences Plc and its related subsidiaries, by a way of a share for share exchange with Tiziana Life Sciences Ltd becoming the Group’s immediate parent company.

On 21 October 2021, the Company was admitted for listing on the NASDAQ Capital Market Exchange and the former Tiziana Life Sciences Plc was delisted from the London Stock Exchange.

This Annual Report 20-F is the first set of annual financial statements presented for the newly formed Group and the prior period comparison is that of the former Tiziana Life Sciences Plc. The underlying structure of the Group is unchanged and as such the Consolidated Income Statement, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows have been presented on a consistent basis as if the group reorganisation had taken place at the start of the earliest period presented (see note 15).

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Board. The Board considers there to be only one operating segment being the research and development of biotechnological and pharmaceutical products.

Taxation

The tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realized, or the deferred liability is settled. Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will be available against which the temporary differences can be utilized.

Research and Development tax credits are provided for in the year that the costs are incurred. These are estimated based on eligible research and development expenditure. Any differences that are rebated are recognized in the following year, when the cash is received from the UK tax authorities.

Foreign currency translation

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars, which is the Group’s presentational currency.

Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

The financial statements of overseas subsidiary undertakings are translated into US dollars on the following basis:

	●	Assets and liabilities at the rate of exchange ruling at the year-end date.

	●	Profit and loss account items at the average rate of exchange for the year.

Exchange differences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designated as hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation.

License fees

Payments made which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquire an asset. Licence fees expenses are recognised as incurred.

Research and development

All on-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environment inherent in the development of the Group’s products, the criteria for development costs to be recognised as an asset, as set out in IAS 38 ‘Intangible Assets’, are not met until a product has been granted regulatory approval and it is probable that future economic benefit will flow to the Group. The Group currently has no qualifying expenditure.

Financial instruments

The Group classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument.

The Group evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component. Such components shall be classified separately as financial assets, financial liabilities or equity instruments.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(a) Financial assets, initial recognition and measurement and subsequent measurement

All financial assets not recorded at fair value through profit or loss, such as receivables and deposits, are recognized initially at fair value plus transaction costs. Financial assets carried at fair value through profit or loss (FVTPL) are initially recognized at fair value, and transaction costs are expensed in the income statement. The measurement of financial assets depends on their classification. Financial assets such as receivables and deposits are subsequently measured at amortized cost using the effective interest method, less loss allowance. The Group does not hold any financial assets at fair value through profit or loss or fair value through other comprehensive income.

(b) Financial liabilities, initial recognition and measurement and subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL.

A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.

The Group’s financial liabilities include trade and other payables.

Warrants

Warrants are issued by the Group in return for services and as part of a financing transaction.

Warrants issued in return for services.

These warrants fall within scope of IFRS 2. The Company recognises that the fair value at the date of grant of these warrants should be expensed to the Statement of Income and recognised over the life of the service for which the warrant was provided. These warrants have been valued by reference to the equity instruments granted as they are all tied to Convertible loan notes. The measurement date is therefore the date that the Convertible loan note was entered into.

Warrants issued as part of a financing transaction.

Warrants issued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments because a fixed amount of cash is exchanged for a fixed amount of equity. The fair value is recognised within equity and is not remeasured.

Share capital

Ordinary shares of the Company are classified as equity.

Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss.

(ii) Depreciation

Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term.

The estimated useful lives for the current period and the comparative period are as follows.

Fixtures and fittings	5 years
IT and equipment	3 years
Right of use asset	Economic life of contractual relationship

Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line of the income statement.

Impairment

Impairment of financial assets measured at amortised cost

At each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost.

In establishing the appropriate amount of loss allowance to be recognised, the Group applies either the general approach or the simplified approach, depending on the nature of the underlying group of financial assets.

General approach

The general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted cash and cash and cash equivalents.

Under the general approach the Group recognises a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses, unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance is recognised at an amount equal to the lifetime expected credit losses.

Simplified approach

The simplified approach is applied to the impairment assessment of trade receivables.

Under the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected credit losses.

Impairment of non-financial assets

Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Non-financial assets are impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value at a pre-tax discount rate.

Leases

All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:

●

Leases of low value assets; and

●

Leases with a duration of 12 months or less.

IFRS16 was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial application, 1 January 2019.

The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have any leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 12).

For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. The expected costs of returning to original condition is considered negligible.

At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

Short term leases exempt from IFRS 16 are classified as operating leases. Payments made under operating leases are recognised in profit and loss on a straight-line basis over the term of the lease.

The Group as a lessor

As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does not.

During the course of 2021, the Group continued to sublet one of its office spaces until October 2021. This has been recognised as a finance lease receivable for the value of the sublease.

Share based payments

The calculation of the fair value of equity-settled share-based awards and the resulting charge to the statement of comprehensive income requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company’s share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards.

Where employees and directors are rewarded using share-based payments, the fair value of the employees’, directors’ or advisers’ services are determined by reference to the fair value of the share options/warrants awarded. Their value is appraised at the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets).

In accordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share options based upon the fair value of the instrument used. A corresponding credit is made to an –equity reserve, in the case of options/warrants awarded to employees, directors, advisers and other consultants.

If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/warrants expected to vest. Non market vesting conditions are included in assumptions about the number of options / warrants that are expected to become exercisable.

Estimates are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are exercised than originally estimated.

Upon exercise of share options/warrants, the proceeds received are allocated to share capital with any excess being recorded as share premium. A corresponding debit is made to the share based payment reserve.

Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of Comprehensive Income.

All goods and services received in exchange for the grant of any share based payment are measured at their fair value.

Convertible loan notes

The Group issues Convertible loan notes which can be classified as equity or a liability depending on whether the fixed for fixed condition is met or not.

Where the fixed for fixed condition is met

The Group classifies convertible loan notes that meet the fixed for fixed condition as equity instruments and records the principal of the loan note as a equity in a Convertible loan note reserve. The accrued interest on the principal amount is also recorded in the Convertible loan note reserve. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the convertible loan note reserve to share capital and share premium.

Where the fixed for fixed condition is not met

The Group classifies convertible loan notes that do not meet the fixed for fixed condition as liability instruments and records the principal of the loan note as a debt liability in the liabilities section of the statement of financial position. The accrued interest on the principal amount is recorded in the income statement and as an increase in the debt liability. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the debt liability to share capital and share premium.

Sub License Income

In September 2021 the Company signed a collaboration agreement signed with Precision Biosciences, Inc. under which $750k was recognized as an upfront payment in accordance with the contract for the on grant of an exclusive license to use foralumab as a lymphodepletion agent in conjunction with Precision Biosciences, Inc’s allogeneic CAR T therapeutics for the treatment of cancers.

Other Intangible Assets

Other intangible assets that are acquired by the Group are stated at cost less accumulated impairment losses.

At each balance sheet date non-financial assets are assessed to determine whether there is an indication that the asset or the asset’s cash generating unit may be impaired. If there is such an indication the recoverable amount of the asset or asset’s cash generating unit is compared to the carrying amount.

Critical Accounting Judgement

12 Months Ended

Dec. 31, 2021

Critical accounting estimates [Abstract]

CRITICAL ACCOUNTING JUDGEMENT

3. CRITICAL ACCOUNTING JUDGEMENT

The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group being International Financial Reporting Standards as issued by the IASB, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements. Such estimates and judgements must be continually evaluated based on historical experience and other factors, including expectations of future events.

The following are considered to be critical accounting estimates:

Share-based payments

The Group accounts for share-based payment transactions for employees in accordance with IFRS 2 Share-based Payment, which requires the measurement of the cost of employee services received in exchange for the options on our ordinary shares, based on the fair value of the award on the grant date.

The Directors selected the Black-Scholes-Merton option pricing model as the most appropriate method for determining the estimated fair value of our share-based awards without market conditions. For performance-based options that include vesting conditions relating to the market performance of our ordinary shares, a Monte Carlo pricing model was used in order to reflect the valuation impact of price hurdles that have to be met as conditions to vesting.

The Company makes estimates as to the useful life of an option award, the expected price volatility of the underlying share, risk free interest rate for the term of the award and correlations and volatilities of the shares of peer group companies. The Company also makes estimates as to the vesting period for awards that have performance based criteria.

The resulting cost of an equity incentive award is recognised as expense over the requisite service period of the award, which is usually the vesting period. Compensation expense is recognised over the vesting period using the straight-line method and classified in the consolidated statements of comprehensive income.

The assumptions used for estimating fair value for share-based payment transactions are disclosed in note 27 to our consolidated financial statements.

Other Income

12 Months Ended

Dec. 31, 2021

Other Income [Abstract]

OTHER INCOME

4 OTHER INCOME

The Group’s other income is made up of the following:

	Year Ended December 31,
	2021 $’000		2020 $’000		2019 $’000
Sublicense income		750		-		-
Other		143		-		-

Sublicense income has been classified as other income as the counterparty is not considered a customer but an entity we are collaborating with.

Operating Loss

12 Months Ended

Dec. 31, 2021

Operating Loss [Abstract]

OPERATING LOSS

5. OPERATING LOSS

The Group’s operating losses are stated after charging the following:

	Year Ended December 31,
	2021 $’000			2020 $’000			2019 $’000
License fee		(1,047	)		706			553
Realization bonus		855			13,503			-
Foreign exchange gain related to the realization bonus		-			(289	)		-
Depreciation of Property, Plant and Equipment		8			5			5
Depreciation (Right-of-use asset)		133			86			245
Foreign exchange (gain)/losses		(1,899	)		239			165

License fees relating to 2019 and 2020 were waived in the current year as a result of negotiations by the Group.

A realization bonus of $13.5 million became payable during the year ended December 31, 2020 to the chairman of the board. This became payable upon the Company raising funds in excess of $28m (£20m), which it successfully raised in August 2020. As the bonus was not settled until November 2021, interest of $0.9m was accrued on the amount due in the year to December 31, 2021.

Segmental Reporting

12 Months Ended

Dec. 31, 2021

Segmental Reporting [Abstract]

SEGMENTAL REPORTING

6. SEGMENTAL REPORTING

During the year under review Management identified the Group’s only operating segment as the research and development of biotechnological and pharmaceutical products. This one segment is monitored and strategic decisions are made based upon it and other non-financial data collated from industry intelligence. The form of financial reporting reported to the Board is consistent with those presented in the annual financial statements.

An analysis of the Group’s other income by location is shown below:

		UK $’000				USA $’000				Total $’000
Sublicense income			750				-				750

Employees

12 Months Ended

Dec. 31, 2021

Disclosure of information about employees [Abstract]

EMPLOYEES

7. EMPLOYEES

	Year ended December 31,
	2021 $’000		2020 $’000		2019 $’000
Group
Staff costs comprised:
Directors’ salaries (including bonus)		2,526		14,666		1,145
Employees’ wages, salaries and bonus		1,856		1,058		696
Social security costs		176		194		609
Recruitment fees		242		17		-
Share based payment charge		5,173		5,105		1,266
		9,973		21,040		3,716
The average monthly number of employees, including directors, employed by the group during the year was:
Research and Development		8		3		5
Corporate and administration		5		8		4
		13		11		9

Remuneration of Key Management Personnel

12 Months Ended

Dec. 31, 2021

Disclosure of information about key management personnel [Abstract]

REMUNERATION OF KEY MANAGEMENT PERSONNEL

8. REMUNERATION OF KEY MANAGEMENT PERSONNEL

$’000	Year ended December 31,
	2021								2020								2019
Director	Directors’ fee		Bonus		Salary		Share based payments		Directors’ fee		Bonus		Salary		Share based payments		Directors’ fee		Salary		Share based payments		Bonus
G. Cerrone ⁽¹⁾		330		855		-		624		170		13,588		-		155		102		-		296		182
R. Dalla Favera		-		-		-		-		-		-		-		-		3		-		-		-
Willy Simon		59						93		49		-		-		31		48		-		-		-
Gregor MacRae		-		-		-		-		27		-		-		-		-		-		-		-
J Brancaccio		59		--		-		93		22		-		-		31		-		-		-		-
K. Shailubhai		-		210		600		492		-		210		600		2,069		-		600		695		210
T Adams		-		-		413		2,197		-		-		-		-		-		-		-
		448		1,065		1,013		3,499		268		13,798		600		2,286		153		600		991		392

(1)	Gabriele Cerrone’s 2021 bonus is the interest charged on his 2020 bonus due to delayed issuance of shares ; his 2020 bonus includes a $13.2m realization bonus; his 2019 bonus covers the period June 9, 2016 to December 31, 2019

All bonuses are short term. No post-employment or termination payments were made.

The following share options were granted to directors in the following periods:

	Year ended December 31,
	2021		2020		2019
	Number of options		Number of options		Number of options

G. Cerrone		-		1,800,000		-
K. Shailubhai		-		-		-
L. Zanbeletti		-		-		-
W.Simon		-		250,000		-
J. Brancaccio		-		250,000		-
T Adams		3,500,000		-		-
		3,500,000		2,300,000		-

The key management personnel of the Group are considered to be represented by the directors and officers of the Company.

No director has yet benefitted from any increase in the value of share capital since issuance of the options.

No share options were exercised by directors in the year. 2,319,225 share options were exercised by directors in the year to 31 December 2020 for an intrinsic gain of $4.1m.

The Company made $24k (2020: $10k, 2019: $16k) of payments to a defined contribution pension schemes on behalf of directors or employees.

Finance Costs

12 Months Ended

Dec. 31, 2021

Disclosure of finance cost [text block] [Abstract]

FINANCE COSTS

9. FINANCE COSTS

	Year ended December 31,
	2021 $’000		2020 $’000		2019 $’000
Group
Finance Income
Finance income received on net investment in lease		-		8		1
Total finance income		-		8		1

Finance Expense
Finance charge accrued on convertible loan notes		163		303		61
Interest expense on lease liabilities		13		17		31
Total finance expenses		176		320		92
Net finance expense recognized in Statement of Comprehensive Income		176		312		92

Taxation

12 Months Ended

Dec. 31, 2021

Disclosure of income tax [text block] [Abstract]

TAXATION

10. TAXATION

	Year Ended December 31,
	2021 $’000			2020 $’000			2019 $’000
Group
Current year tax (credit)		(3,255	)		(1,546	)		(661	)
Adjustments due to prior periods		(15	)		(661	)		(28	)
Total tax (credit) for the period		(3,240	)		(2,207	)		(689	)

The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom of 19%. The difference can be reconciled as follows:
Loss before taxation		(26,657	)		(28,337	)		(10,013	)
Loss charged at standard rate of corporation tax 19%		(5,065	)		(5,384	)		(1,903	)
Movement in unrecognized deferred tax		1,722			1,316			(241	)
Expenses not deductible for taxation		1,550			4,986			1,727
Adjustments due to prior periods		(15	)		(661	)		(28	)
Research and development claim		(1,401	)		(665	)		(285	)
Income not taxable for tax purposes		(61	)		(1,741	)
Consolidation adjustment in relation to foreign exchange movements		-			(58	)		(41	)
		(3,313	)		(2,207	)		(689	)

The Research and Development claim has been calculated in accordance with the R&D tax relief available to small and medium sized entities, whereby the entity is able to claim a cash tax credit (if loss making), worth up to 14.5% of the surrenderable losses.

The adjustments due to prior periods relates to R&D tax relief claims for the prior period. Under UK tax legislation, a 2 year window is available under which R&D tax relief can be claimed.

No deferred tax asset has been recognized in respect of trading losses carried forward because of uncertainty as to when these losses will be recoverable.

The amount of tax losses for which no deferred tax assets has been recognized for the year ended December 31, 2021 is $11,591k (2020 is $6,182k; 2019; $3,517k).

Loss Per Share

12 Months Ended

Dec. 31, 2021

Loss Per Share [Abstract]

LOSS PER SHARE

11. LOSS PER SHARE

Basic loss per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares in issue during the year.

	Year ended December 31,
	2021			2020			2019

(Loss) attributable to equity holders of the company ($000)		(23,417	)		(26,131	)		(9,323	)
Weighted average number of ordinary shares in issue		97,932,055			97,306,144			97,306,144
Basic loss per share (cents per share)		(23.9	)		(26.85	)		(9.58	)

As the Group is reporting a loss from continuing operations for the year then, in accordance with IAS 33, share options, warrants and convertible loan notes are not considered dilutive because the exercise of the share options would have an anti-dilutive effect. The basic and diluted earnings per share as presented on the face of the income statement are therefore identical. All earnings per share figures presented above arise from continuing and total operations and therefore no earnings per share for discontinued operations are presented.

Property, It and Equipment

12 Months Ended

Dec. 31, 2021

Disclosure of property, plant and equipment [text block] [Abstract]

PROPERTY, IT AND EQUIPMENT

12. PROPERTY, IT AND EQUIPMENT

Details of the Groups property, IT and equipment are as follows:

$000	Furniture and fixtures		IT equipment		Total
Cost
At 1 January 2020		16		38		54
Additions		-		1		1
Disposals		-		-		-
At 31 December 2020		16		39		55

Depreciation
At 1 January 2020		12		35		47
Charge in year		3		2		5
At 31 December 2020		15		37		52

Net Book Value as at 31 December 2020		1		2		3

$000	Furniture and fixtures		IT equipment		Total
Cost
At 1 January 2021		16		39		55
Additions				22		22
Disposals
At 31 December 2021		16		61		77

Depreciation
At 1 January 2021		15		37		52
Charge in year		1		7		8
At 31 December 2021		16		44		60

Net Book Value as at 31 December 2021		-		17		17

Other Receivables

12 Months Ended

Dec. 31, 2021

Disclosure of trade and other receivables [text block] [Abstract]

OTHER RECEIVABLES

13. OTHER RECEIVABLES

$000	Year ended December 31,
	2021		2020

VAT Receivable		80		82
Receivable due for options exercised		-		191
Security deposits receivable		35		135
Prepayments		1,186		375
		1,301		785

There are no differences between the carrying amount and fair value of any of the trade and other receivables above.

Finance Lease Receivable

12 Months Ended

Dec. 31, 2021

Finance Lease Receivable [Abstract]

FINANCE LEASE RECEIVABLE

14.

FINANCE LEASE RECEIVABLE

In November 2019, the Group subleased one of its leased office spaces in its entirety. The sublease ran for the remaining term of the original lease, until October 2021. The sublease had been classified as a finance lease receivable

Finance lease receivable	31 Dec 2021		31 Dec 2020
	$000		$000
Current		-		152
Non-current		-		-
		-		152

Share Capital and Share Premium

12 Months Ended

Dec. 31, 2021

Disclosure of share capital, reserves and other equity interest [text block] [Abstract]

Share Capital and Share Premium

15 SHARE CAPITAL AND SHARE PREMIUM

Group

On 21 October 2021, the Company acquired the entire shareholding of Tiziana Life Sciences Plc and its subsidiaries through a share for share exchange transaction. On this date Tiziana Life Sciences Ltd became the Group’s parent company. This transaction does not constitute a business combination under IFRS 3 “Business combinations” and has been accounted for as a group reorganization. Merger accounting has been applied to account for the insertion of the new company. Due to a share consolidation, the effect of this was a decrease in share capital of the Company with an offset posted to the merger reserve. As a common control transaction, the Group has elected to present the comparative information as if this transaction had occurred before the start of the comparative period. The share capital arising on the share for share exchange has been presented as share capital in the comparative period.

	Nominal Value		Share Capital						Share Premium			Merger Reserve
	£/$		Shares			$000			$000			$000
At January 1 2021 per 20-F annual report	£	0.03		194,612,289			10,794			111,821			-
Group Reorganization
Elimination of share capital in Tiziana Life Sciences Plc	£	0.03		(194,612,289	)		(10,794	)		(111,821	)		122,615
Shares issued pursuant to share for share exchange and consolidation	$	0.001		97,306,144			97			-			(97	)
Elimination of other reserves in Tiziana Life Sciences Plc													(3,821	)
Restated at 1 January 2021	$	0.001		97,306,144			97			-			118,697
Shares issued in the period:
Conversion of warrants	$	0.001		136,854			-			156			-
Conversion of Loan	$	0.001		1,866,907			2			603			-
Issued in lieu of cash bonus	$	0.001		2,962,709			3			14,837			-
At 31 December 2021				102,272,614			102			15,596			118,697

Ordinary Shares

Ordinary shares have a par value of $0.001. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

Share Based Payments

12 Months Ended

Dec. 31, 2021

Disclosure of share-based payment arrangements [Abstract]

SHARE BASED PAYMENTS

16. SHARE BASED PAYMENTS

Group and Company Options

The company operates share-based payment arrangements to remunerate directors and key employees in the form of a share option scheme. The exercise price of the option is normally equal to the market price of an ordinary share in the company at the date of grant.

	2021				2020						2019
	Weighted				Weighted						Weighted
	Average exercise price (cents)		Options (’000)		Average exercise price (cents)			Options (’000)			Average exercise price (cents)			Options (’000)

Outstanding at 1 January		67		17,024		113			16,379			107			18,617
Granted		166		5,210		111			3,870			-			-
Forfeited		-		-		(52	)		(300	)		(152	)		(2,238	)
Exercised		-		-		(25	)		(2,925	)		-			-

Outstanding at 31 December		90		22,234		67			17,024			113			16,379

Exercisable at 31 December		54		7,616		65			6,249			67			5,521

During the year ending 31 December 2021 no options were exercised. 2,925,725 options were exercised during the year ending 31 December 2020. No options were exercised in the year to 31 December 2019.

The total outstanding fair value charge of the share option instruments is deemed to be approximately $12,339k (2020: $7,046k; 2019: $5,237k).

The total expenses recognized for the year ending 31 December 2021 arising from share based payment transactions is $5,173k (2020: $5,105k; 2019: $1,266k).

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

Grant Date	Expiry Date	Exercise Price		Share Options as at 31 December 2021 (‘000)
26 June 2014	26 June 2024	$	0.47		1,831
30 April 2018	30 April 2028	$	1.10		1,300
6 May 2020	5 May 2028	$	0.47		12,393
23 July 2020	26 July 2030	$	2.11		1,000
25 August 2020	24 August 2030	$	1.98		500
02 February 2021	01 February 2031	$	1.36		1,250
02 February 2021	01 February 2031	$	1.98		3,500
08 October 2021	08 October 2031	$	0.72		460
Total					22,234

Fair value of options granted

The Directors have used the Black-Scholes-Merton option pricing model to estimate the fair value of all of the options granted during the year to December 31, 2021, applying the assumptions below.

Historical volatility is based on the historical volatility of the Company itself.

The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.

The Company has estimated a forfeiture rate of zero.

The model inputs for options granted during the year ended 31 December 2021 valued under the Black-Scholes-Merton Valuation model included:

	2 February 2021			8 October 2021

Grant date share price	$	2.116		$	0.719
Exercise share price	$	1.357/1.983		$	0.719
Risk free rate		-0.10% to -0.02	%		0.32% to 0.65	%
Expected volatility		101% to 162	%		83% to 122	%
Option life		10 years			10 years
Weighted average share price	$	1.818		$	0.719
Weighted average fair value per share option	$	0.862		$	0.319

The model inputs for options granted during the year ended 31 December 2020 valued under the Black-Scholes-Merton Valuation model included:

	6 May 2020		23 July 2020

Grant date share price	$	0.853	$	2.184
Exercise share price	$	0.478	$	2.150
Risk free rate		0.04% to 0.05%		0.04% to 0.05%
Expected volatility		92% to 117%		92% to 117%
Option life		10 years		10 years
Weighted average share price	$	0.853	$	2.184
Weighted average fair value per share option	$	0.478	$	2.150

For the options issued in August 2020 with a market condition attached, the Directors have used the Monte Carlo simulation to estimate the fair value of these options. The Company uses the following methods to determine its underlying assumptions:

●

expected volatilities are based on the historical volatilities of the market;

●

the expected term of the award is 4 years and is based on managements’ assessment of when the market condition is likely to be achieved; and

●

a range of fair value’s per share were produced and management have determined the most appropriate value based on their knowledge of the market and vesting conditions being fulfilled.

Modification of share based payments.

In May 2020, the Company reduced the exercise price for options issued to employees and directors to $0.48 (£0.35). This was approved by shareholders at a General Meeting held on May 6, 2020.

The fair value of the modified options at the date of modification was determined using the option pricing models as described above. The incremental fair value was recognised as an expense over the period from the modification date to the end of the vesting period. The expense for the original option grant will continue to be recognised as if the terms had not been modified.

The fair value of the modified options was determined using the same models and principles as described above.

Group and Company Warrants

No warrants were issued in 2021. For warrants issued in 2020, the Directors have estimated the fair value of the warrants using the Black-Scholes valuation model and assumptions below:

	January 2020			21 January 2020			1 June 2020

Grant date share price	£	0.43		£	0.43		£	1.15
Exercise share price	£	0.42		£	0.35		£	0.70
Risk free rate		0.64	%		0.40	%		0.04	%
Expected volatility		61.7	%		84.7	%		111	%

	2021 $000		2020 $000			2019 $000

Outstanding at 1 January		697		2,418		1,873
Granted		-		324		545
Transfer to share premium on exercise of warrants		-		(2,046	)	-

Outstanding at 31 December		697		697		2,418

A share-based payment charge for the year of $0 (2020: $26k, 2019: $0) has been expensed in the statement of comprehensive income.

Convertible Debt Instrument Classified As a Liability

12 Months Ended

Dec. 31, 2021

Convertible Debt Instrument Classified as a Liability [Abstract]

CONVERTIBLE DEBT INSTRUMENT CLASSIFIED AS A LIABILITY

17. CONVERTIBLE DEBT INSTRUMENT CLASSIFIED AS A LIABILITY

Group and Company

Convertible Loan Notes 2016

A convertible loan note of $273k was in existence as detailed in the Admission Document dated 31 March 2014. Proceeds of the subscriptions for the notes are to be used exclusively to finance the Company’s on-going working capital requirements. The terms of the loan note are that the loan notes, plus accrued interest at a rate of 4 per cent above Bank of England base rate per annum, will convert into ordinary shares in the Company at a price of £0.10 per share at the election of the Noteholder any time after the second anniversary of the readmission to AIM on 24 April 2014. The Company considers this to be a Convertible Debt Instrument as detailed in the policy described at note 2 as a result of the fact that the Company is obligated to repay the capital amount and the interest of the loan, and the Noteholder has the right to settle the obligation via a cash settlement and is not limited to settling the obligation in shares in the Company. The loan note was converted during the course of the year to December 31, 2021, with accelerated interest until October 2028 recognized by board approval.

Accounting for the convertible debt instrument

The net proceeds received from the issue of the Convertible Loan Note have been recorded as a debt liability in the balance sheet and the accrued interest charged to the income statement and the debt liability. The loan was converted in November 2021. The liability for the convertible debt instrument is;

Convertible Loan Note Classified as a Liability

	Year ended December 31,
	2021		2020
	$000		$000
Convertible loan notes b/f		324		313
Accrued interest		163		11
Conversion of loan note		(487)		-
		-		324

Convertible Instruments Classified as Equity

12 Months Ended

Dec. 31, 2021

Convertible Instruments Classified As Equity [Abstract]

CONVERTIBLE INSTRUMENTS CLASSIFIED AS EQUITY

18. CONVERTIBLE INSTRUMENTS CLASSIFIED AS EQUITY

On October 31, 2019, the Company decided to raise convertible equity finance from supportive existing shareholders. $1,850,000 was raised from the issuance of Convertible Loan Notes. The Loan Notes are short term instruments and carry a coupon of 16% per annum and are convertible (together with all accrued interest) into ordinary shares of nominal value £0.03 each in the capital of the Company at a conversion price of 42p, they are not convertible into cash. The Loan Notes are convertible on the third anniversary of the date of issue of the Notes, or at the election of the noteholder on completion of the next non-qualifying equity financing or on the making of a takeover offer for the Company(as defined in the City Code on Takeovers and Mergers), and such election may be made on an immediate basis or conditional on any such takeover offer being declared, or becoming, unconditional.

The warrants issued in connection with the Loan Notes entitle the holders to subscribe for one additional share per conversion share at the same price of 42p. The warrants may be exercised for a period of up to 5 years from their date of issue.

The principal amount of the Convertible Equity Instrument that was recorded as in the convertible loan note reserve prior to conversion is as follows:

	2021		2020			2019
	$000		$000			$000

Par value of Convertible loan notes issued		-		1,850			1,850
Less: Fair value of warrants issued to note holders		-		(545	)		(545	)
Exchange rate adjustment		-		209			-

		-		1,514			1,305

Accrued interest		-		348			52
Less: convertible loan note conversion		-		(2,523	)		-
Exercise of warrants		-		661			-
		-		-			1,357

Reserves

12 Months Ended

Dec. 31, 2021

Disclosure Of Reserves [Abstract]

RESERVES

19. RESERVES

The share-based payment reserve for warrants represent the cost to issue warrants in the future based on their grant date fair value.

The share-based payment reserve for options represents the cost to issue share-based compensation, primarily share options, based on their grant date fair value.

The convertible loan note reserve represents the proceeds received on issuance of convertible loan notes classified as equity instruments, accrued interest and the fair value of the debt component, in respect of loans that are yet to convert.

Retained earnings represent the cumulative profits/(losses) of the entity which have not been distributed to shareholders. This reserve has been credited as part of the capital reduction exercise described below.

The shares to be issued reserve represents the equity shares that are to be issued to the Chairman in lieu of his realization bonus, which became payable during the course of the year to 31 December 2020.

The translation reserve represents the unrealised gains or losses from the foreign currency translation of Companies within the Group.

The merger reserve arises on consolidation as a result of the share for share exchange transaction that took place this year described in note 15. It represents the difference between the share capital issued and the aggregate carrying value of assets and liabilities and other reserves of the previous parent on the merger date.

Financial Instruments

12 Months Ended

Dec. 31, 2021

Disclosure of financial instruments [text block] [Abstract]

FINANCIAL INSTRUMENTS

20. FINANCIAL INSTRUMENTS

The main risks arising from the Group’s financial instruments are liquidity risk, foreign currency risk and credit risk. The directors regularly review and agree policies for managing each of these risks which are summarised below.

Market risk

Market risk encompasses three types of risk, being foreign currency exchange risk, price risk and fair value interest rate risk. The Group policies for managing fair value interest rate risk are considered along with those for managing cash flow interest rate risk and are set out in the subsection entitled “interest rate risk” below. The Directors do not consider the Group’s exposure to price risk to be significant. The Group’s risk management is coordinated by the Directors and focuses on actively securing the Group’s short to medium term cash flows by minimising the exposure to financial markets. The Group does not engage in the trading of financial assets for speculative purposes.

Credit risk

Credit risk is managed on a Group basis. Credit risk arises principally from cash and cash equivalents and deposits with banks and financial institutions as well as credit exposure to customers including committed transactions and outstanding receivables. The Group reviews its banking arrangements carefully to minimise such risks and currently has no customers and therefore this risk is viewed as minimal. Management monitor loans between members of the Group as part of their internal reporting and assess outstanding receivables for ability to be repaid.

Liquidity risk

The Group’s policy is to regularly monitor current and expected liquidity requirements to ensure that it maintains sufficient reserves of cash to meet its liquidity requirements in the short and long term. The Group ordinarily finances its activities through cash generated from by private and public offerings of equity and debt securities.

The table below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscounted payments:

	2021
$000	Less than 3 months		3 to 12 months		Total
Trade payables		2,873		1,533		4,406
Related party payables		1,355		-		1,355
Total		4,228		1,533		5,761

2020

$000 Less than
3 months 3 to 12
months Total

Trade payables 2,620 746 3,366

Related party payables - 2,040 2,040

Total 2,620 2,786 5,406

Interest rate risk

The Group has limited exposure to interest-rate risk arising from its bank deposits. These deposit accounts are held at variable interest rates based on Barclays Bank base rate.

The Directors do not consider the impact of possible interest rate changes based on current market conditions to be material to the net result for the year or the equity position at the year-end for either the year ended 31 December 2021 or 31 December 2020.

Foreign Currency risk

The group operates internationally although the majority of its operations are based in the United Kingdom and the United States, and the majority of assets and liabilities are denominated in US Dollars, with a small amount denominated in Pound Sterling. It therefore is exposed to some foreign exchange risk arising from exposure to various currencies primarily the Pound Sterling. The Group monitors currency exchange rates and makes judgments as to whether to enter into currency hedging contracts. Currently no such hedging contracts are in place.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the US dollar, or Sterling against all other currencies at 31 December 2021 would have affected the measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts shown below. This analysis assumes that all other variables remain constant.

	Profit or loss and equity
December 31, 2021	Strengthening		Weakening
USD (5% movement)		90		(90)

Capital Risk Management

12 Months Ended

Dec. 31, 2021

Disclosure of capital risk management [Abstract]

CAPITAL RISK MANAGEMENT

21. CAPITAL RISK MANAGEMENT

For the purpose of the Group’s capital management, capital includes called up share capital, share premium, share based payments for options, share based payments for warrants, convertible loan note reserve, and all other equity reserves attributable to the equity holders of the parent as reflected in the statement of financial position.

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern and to maximise shareholder value through the optimisation of the equity balance.

The Group adjusts its capital structure in light of changes in economic conditions and expected business demands on capital. The Group may also return capital to shareholders or issue additional shares.

Trade and Other Payables

12 Months Ended

Dec. 31, 2021

Disclosure of trade and other payables [Abstract]

TRADE AND OTHER PAYABLES

22. TRADE AND OTHER PAYABLES

	Year ended December 31,
Group	2021		2020
	$000		$000
Trade payables		4,406		3,366
Accruals		1,775		2,224
		6,181		5,590

Other Non-Current Assets

12 Months Ended

Dec. 31, 2021

Disclosure of other non-current assets [Abstract]

OTHER NON-CURRENT ASSETS

23. OTHER NON-CURRENT ASSETS

In June 2016, the Board approved the purchase of the data repository of DNA samples from SharDNA (an Italian entity in liquidation) for EUR 258k, approximately $279k.

Management recognize that the transaction is not the purchase of a business, but the purchase of key assets owned by SharDNA. These assets are owned by Tiziana Life Sciences Ltd (formerly Tiziana Life Sciences plc).

The validity to the sale of the assets has been confirmed by the Italian judicial system however the Company is still unable to utilise these assets until the resolution of the outstanding data protection legal action. This action is unlikely to be resolved for another 2 years so the Company decided to impair the asset resulting in an impairment charge of $279k during the year ending December 31, 2020.

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Disclosure of related party [text block] [Abstract]

RELATED PARTY TRANSACTIONS

24. RELATED PARTY TRANSACTIONS

The ultimate controlling party of the Group is Planwise Group Ltd.

Rasna Therapeutics Inc is a related party as the entity is controlled by a person that has significant influence over the Group. Rasna is also party to a Shared Services agreement with Tiziana whereby Rasna is charged for shared services such as the payroll and rent. During 2020, Tiziana extended a loan to Rasna for $72,000 at an interest rate of 8% per annum. As of December 31, 2021, $106k (2020: $78k, 2019: $5k) was owed to Tiziana Life Sciences Ltd in respect of the loan and shared services agreement. The total charged under the shared services agreement in the year ending 31 December 2021 was $11k.

In addition to the above, on April 16, 2020, Tiziana also acquired all of the intellectual property relating to a nanoparticle-based formulation of Actinomycin D (Act D; a.k.a. Dactinomycin), from Rasna to expand its pipeline for a consideration of an initial $120k upfront payment and milestone payments of up to an additional aggregate $630k (also see note 26). There were no milestone payments due in the year ending 31 December 2021.

OKYO Pharma Ltd is a related party as the entity is controlled by a person that has significant influence over the Group. OKYO is also party to a Shared Services agreement with Tiziana whereby OKYO is charged for shared services such as the payroll and rent. As of December 31, 2021, $42k (2020: $27k, 2019 $28k) was owed to Tiziana Life Sciences Ltd in respect of this agreement. The total charged under the shared services agreement in the year ending 31 December 2021 was $98k.

Gensignia Lifesciences Inc is a related party as the entity is controlled by a person that has significant influence over the Group. As of December 31, 2021, $295k (2020: $348k, 2019: $320k) was owed to Tiziana Life Sciences Ltd in respect of a loan facility, which is past due Interest is due on the loan however the board have waived all interest charges to date. However the board are considering mechanism’s for settlement and believe this to be likely. There were no transactions during the year to December 31, 2021.

Accustem Sciences Inc is a related party as the entity is controlled by a person that has significant influence over the Group. Accustem is also party to a Shared Services agreement with Tiziana whereby the Company is charged for shared services such as payroll and rent As of December 31, 2021, $1,341k (2020: $1,346k) was the net amount owed to Accustem, made up of cash payable of $1,355k less shared service costs of $14k.

Leases

12 Months Ended

Dec. 31, 2021

Disclosure of leases [text block] [Abstract]

LEASES

25. LEASES

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

	●	Leases of low value assets; and

	●	Leases with a duration of 12 months or less.

IFRS16 was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial application, 1 January 2019.

The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 12).

For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.

During the course of 2021, the Group entered into new lease agreements on all of its offices. The new leases all have a term shorter than 12 months so the Group has applied the exemption allowed by paragraph 5a in IFRS16 in respect of short term leases.

Right-of-use assets	31 Dec 2021			31 Dec 2021
	$000			$000
At 1 January 2021		357			433
Depreciation		(133	)		(91	)
Disposal of lease		(224	)		-
Exchange differences					15
		-			357

Lease Liabilities	31 Dec 2021			31 Dec 2021
	$000			$000
At 1 January 2021		555			820
Interest expense		13			18
Lease payments		(164	)		(321	)
Exchange differences		-			(38	)
Disposal of lease		(394	)		-
		-			555

Demerger of Subsidiary

12 Months Ended

Dec. 31, 2021

Disclosure of subsidiaries [text block] [Abstract]

DEMERGER OF SUBSIDIARY

26. DEMERGER OF SUBSIDIARY

The Company’s demerger of its subsidiary, Stemprinter Sciences Ltd, to allow for the creation of a separate business occurred by way of a demerger under English law. It happened in two distinct steps. In the first step, in September 2020, Tiziana transferred all the ownership rights and intellectual property relating to the StemPrintER project, in the form of patents and a license, to a Tiziana subsidiary, Stemprinter Sciences Limited. In the second step, on October 5, 2020, the Company sold Stemprinter Sciences Limited to Accustem Sciences Ltd.

In September 2020, the Company transferred all the ownership rights and intellectual property relating to StemPrintER™ along with $1.4 million (£1.0 million) in cash to its newly formed wholly owned subsidiary, StemPrinter Sciences Limited. This was the first step in the creation of the separate business by way of a demerger under English law.

In this first step, the transfer of all the ownership rights and intellectual property was treated as an asset transfer (acquired IPR&D). The treatment as a separate asset acquisition at this stage reflected the fact that, immediately prior to transfer, the Company carried out only limited maintenance type activity on the StemPrintER project and the concentration of fair value was in the StemPrintER intellectual property asset.

Stemprinter Sciences Limited recorded the ownership rights and intellectual property a separately acquired an intangible asset in its books at cost under IAS 38, with cost (as defined in the IFRS Glossary), including the fair value of the other consideration given (i.e., shares issued in exchange for intellectual property). temprinter Sciences Limited therefore was also required to record the equity capital issued for the StemPrintER asset acquired at fair value as set out in IFRS 13. Prior to the transfer, the intellectual property was an internal project within the Company and was not classified as an asset on the Company’s balance sheet or a separate line of business.

The Company tracked the expenses incurred in maintaining this project in the form of patent maintenance fees, CRO fees and project consultancy fees, the total amounts for which between 2014 and the transfer date were £2,073,930. The Company used the aggregate amount of these expenses as its determination of fair value (as further discussed below) to credit an account in the books of Stemprinter Sciences Limited by $2,83,246 (£2,073,930). Tiziana received 3,070,000 shares in Stemprinter Sciences Limited as consideration for the asset transfer. Tiziana also contributed capital and resources, consisting of $1.4 million (£1.0 million) in cash.

In the second step of the transaction, on October 5, 2020, Accustem Sciences Ltd entered into an agreement with the Company to acquire Stemprinter Sciences Limited, including the ownership rights and intellectual property relating to StemPrintER™ and cash of $1.4 million (£1.0 million) contained within the entity. In exchange for the transfer of ownership (shares in Stemprinter Sciences Limited), Accustem Sciences Ltd allotted 194,612,288 ordinary shares of £0.01 par value to Tiziana shareholders on a one for one basis based on the Tiziana ownership as at October 30, 2020. Stemprinter Sciences Limited was a consolidated subsidiary of Tiziana Life Sciences plc until October 5, 2020.

The Demerger was effected by Tiziana declaring a special dividend on the Tiziana Shares which was satisfied by the transfer to Accustem of the entire issued share capital of Stemprinter Sciences Limited, the company to which all the relevant assets relating to StemPrintER had been transferred.

In order for the Demerger to be effective, the Company cancelled $5,461,000 (£4,000,000) from its Share Premiuim account in order to create a distributable reserve in the Company to facilitate the special dividend to shareholders. This was approved by the High Court on October 26, 2020.

As at December 31, 2021, $1.4 million (£1.0 million) is a payable by Tiziana to Accustem Sciences Ltd.

Financial Commitments

12 Months Ended

Dec. 31, 2021

Disclosure of commitments [text block] [Abstract]

FINANCIAL COMMITMENTS

27. FINANCIAL COMMITMENTS

The Group’s main financial commitments relate to the contractual payments in respect of its licensing agreements. Due to the uncertain nature of scientific research and development and the length of time required to reach commercialisation of the products of this research and development, pre-clinical, clinical and commercial milestone obligations are not detailed until there is a reasonable certainty that the obligation will become payable.

●

Milciclib project research future payments relate to the achievement of clinical milestones or the payment of royalties.

We are obligated to pay Nerviano the following additional amounts in respect of the first licensed product or service which achieves the stated development milestones:

(a)

$1,000,000 upon initiation of the first Phase II clinical tria, this is currently being negotiated with BMS.

(b)

$4,000,000 upon FPD of the first Phase 3 registration trial in HCC.

(c)

$3600,000 upon first patient enrollment into a Phase II human clinical trial

(d)

Upon the first NDA equivalent in: thymic carcinoma, $900,000; HCC, $9,000,000; breast cancer, $15,000,000.

●

Foralumab project – Future payments relate to the achievement of clinical milestones or the payment of royalties. Diligence obligations are payable to BMS/Medarex should the project continue to commercialisation. $750,000 has been accrued in respect of diligence obligations due to Medarex for 2021.

We are obligated to pay BMS the following additional amounts in respect of the first licensed product or service which achieves the stated development milestones:

(a)

$300,000 upon enrollement of first patient in a Phase I human clinical trial of the first Phase II Clinical trial, this is currently being negotiated with BMS.

(b)

$1,500,000 upon initiation of the first Phase III clinical trial

(c)

$2,000,000 upon filing of the first BLA, or equivalent

(d)

$2,000,000 upon approval of the first BLA, or equivalent

We are obligated to pay Brighams Womens Hospital the following hospital milestone payments:

(a)

$300,000 upon first patient enrollment into a Phase I human clinical trial

(b)

$300,000 upon first patient enrollment into a Phase II human clinical trial

(c)

$1,500,000 upon first patient enrollment into a Phase III human clinical trial

(d)

$3,000,000 upon first commercial sale of a product

●

ACT D - Tiziana will need to make milestone payments of up to $630k depending on the issuance of a US patent from any US patent application in Transferred IP relating to nanoparticle formulations of Act D and upon the successful completion of a Phase II clinical efficacy trial.

Post Balance Sheet Events

12 Months Ended

Dec. 31, 2021

Disclosure of events after reporting period [text block] [Abstract]

POST BALANCE SHEET EVENTS

28. POST BALANCE SHEET EVENTS

On 13 January 2022, the Company announced that Dr. Thomas Adams passed away on January 9, 2022. He had served as a member of Tiziana Life Science’s Board of Directors since February 2021.

On 24 January 2022, the Company announced that its Board of Directors has today authorized the Company’s management to implement a stock repurchase program for up to $5 million of the Company’s common shares at any time. The term of the board authorization is until December 31, 2022. The repurchase program may be suspended or discontinued at any time and will be funded using the Company’s working capital.

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of preparation

Basis of preparation

- Financial instruments – fair value through profit or loss

-Financial instruments – fair value through other comprehensive income

Going Concern

Going Concern

The Group incurred losses during the year and has net assets at the year end.

New and Revised Standards

New and Revised Standards

Standards in effect in 2021

Basis of consolidation

Basis of consolidation

Business combination

Business combination

On 21 October 2021, the Company was admitted for listing on the NASDAQ Capital Market Exchange and the former Tiziana Life Sciences Plc was delisted from the London Stock Exchange.

Segment reporting

Segment reporting

Taxation

Taxation

Foreign currency translation

Foreign currency translation

The financial statements of overseas subsidiary undertakings are translated into US dollars on the following basis:

	●	Assets and liabilities at the rate of exchange ruling at the year-end date.

	●	Profit and loss account items at the average rate of exchange for the year.

License fees

License fees

Research and development

Research and development

Financial instruments

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

(a) Financial assets, initial recognition and measurement and subsequent measurement

(b) Financial liabilities, initial recognition and measurement and subsequent measurement

Financial liabilities are classified as measured at amortized cost or FVTPL.

The Group’s financial liabilities include trade and other payables.

Warrants

Warrants

Warrants are issued by the Group in return for services and as part of a financing transaction.

Warrants issued in return for services.

Warrants issued as part of a financing transaction.

Share capital

Share capital

Ordinary shares of the Company are classified as equity.

Property, plant and equipment

Property, plant and equipment

(i) Recognition and measurement

When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

(ii) Depreciation

Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

The estimated useful lives for the current period and the comparative period are as follows.

Fixtures and fittings	5 years
IT and equipment	3 years
Right of use asset	Economic life of contractual relationship

Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line of the income statement.

Impairment

Impairment

Impairment of financial assets measured at amortised cost

At each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost.

General approach

The general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted cash and cash and cash equivalents.

Simplified approach

The simplified approach is applied to the impairment assessment of trade receivables.

Under the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected credit losses.

Impairment of non-financial assets

Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Leases

Leases

All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:

●

Leases of low value assets; and

●

Leases with a duration of 12 months or less.

IFRS16 was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial application, 1 January 2019.

Short term leases exempt from IFRS 16 are classified as operating leases. Payments made under operating leases are recognised in profit and loss on a straight-line basis over the term of the lease.

The Group as a lessor

During the course of 2021, the Group continued to sublet one of its office spaces until October 2021. This has been recognised as a finance lease receivable for the value of the sublease.

Share based payments

Share based payments

All goods and services received in exchange for the grant of any share based payment are measured at their fair value.

Convertible loan notes

Convertible loan notes

The Group issues Convertible loan notes which can be classified as equity or a liability depending on whether the fixed for fixed condition is met or not.

Where the fixed for fixed condition is met

Where the fixed for fixed condition is not met

Sub License Income

Sub License Income

Other Intangible Assets

Other Intangible Assets

Other intangible assets that are acquired by the Group are stated at cost less accumulated impairment losses.

Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies Table [Abstract]

Schedule of estimated useful lives for the current period and the comparative period

Fixtures and fittings	5 years
IT and equipment	3 years
Right of use asset	Economic life of contractual relationship

Other Income (Tables)

12 Months Ended

Dec. 31, 2021

Other Income Table [Abstract]

Schedule of other income

	Year Ended December 31,
	2021 $’000		2020 $’000		2019 $’000
Sublicense income		750		-		-
Other		143		-		-

Operating Loss (Tables)

12 Months Ended

Dec. 31, 2021

Operating Loss Table [Abstract]

Schedule of operating loss

	Year Ended December 31,
	2021 $’000			2020 $’000			2019 $’000
License fee		(1,047	)		706			553
Realization bonus		855			13,503			-
Foreign exchange gain related to the realization bonus		-			(289	)		-
Depreciation of Property, Plant and Equipment		8			5			5
Depreciation (Right-of-use asset)		133			86			245
Foreign exchange (gain)/losses		(1,899	)		239			165

Segmental Reporting (Tables)

12 Months Ended

Dec. 31, 2021

Segmental Reporting Table [Abstract]

Schedule of group’s other income

		UK $’000				USA $’000				Total $’000
Sublicense income			750				-				750

Employees (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of information about employees [text block] [Abstract]

Schedule of employees

	Year ended December 31,
	2021 $’000		2020 $’000		2019 $’000
Group
Staff costs comprised:
Directors’ salaries (including bonus)		2,526		14,666		1,145
Employees’ wages, salaries and bonus		1,856		1,058		696
Social security costs		176		194		609
Recruitment fees		242		17		-
Share based payment charge		5,173		5,105		1,266
		9,973		21,040		3,716
The average monthly number of employees, including directors, employed by the group during the year was:
Research and Development		8		3		5
Corporate and administration		5		8		4
		13		11		9

Remuneration of Key Management Personnel (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of information about key management personnel [text block] [Abstract]

Schedule of remuneration of key management personnel

$’000	Year ended December 31,
	2021								2020								2019
Director	Directors’ fee		Bonus		Salary		Share based payments		Directors’ fee		Bonus		Salary		Share based payments		Directors’ fee		Salary		Share based payments		Bonus
G. Cerrone ⁽¹⁾		330		855		-		624		170		13,588		-		155		102		-		296		182
R. Dalla Favera		-		-		-		-		-		-		-		-		3		-		-		-
Willy Simon		59						93		49		-		-		31		48		-		-		-
Gregor MacRae		-		-		-		-		27		-		-		-		-		-		-		-
J Brancaccio		59		--		-		93		22		-		-		31		-		-		-		-
K. Shailubhai		-		210		600		492		-		210		600		2,069		-		600		695		210
T Adams		-		-		413		2,197		-		-		-		-		-		-		-
		448		1,065		1,013		3,499		268		13,798		600		2,286		153		600		991		392

Schedule of share options were granted to directors

	Year ended December 31,
	2021		2020		2019
	Number of options		Number of options		Number of options

G. Cerrone		-		1,800,000		-
K. Shailubhai		-		-		-
L. Zanbeletti		-		-		-
W.Simon		-		250,000		-
J. Brancaccio		-		250,000		-
T Adams		3,500,000		-		-
		3,500,000		2,300,000		-

Finance Costs (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of finance cost [text block] [Abstract]

Schedule of finance costs

	Year ended December 31,
	2021 $’000		2020 $’000		2019 $’000
Group
Finance Income
Finance income received on net investment in lease		-		8		1
Total finance income		-		8		1

Finance Expense
Finance charge accrued on convertible loan notes		163		303		61
Interest expense on lease liabilities		13		17		31
Total finance expenses		176		320		92
Net finance expense recognized in Statement of Comprehensive Income		176		312		92

Taxation (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of income tax [text block] [Abstract]

Schedule of taxation

	Year Ended December 31,
	2021 $’000			2020 $’000			2019 $’000
Group
Current year tax (credit)		(3,255	)		(1,546	)		(661	)
Adjustments due to prior periods		(15	)		(661	)		(28	)
Total tax (credit) for the period		(3,240	)		(2,207	)		(689	)

The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom of 19%. The difference can be reconciled as follows:
Loss before taxation		(26,657	)		(28,337	)		(10,013	)
Loss charged at standard rate of corporation tax 19%		(5,065	)		(5,384	)		(1,903	)
Movement in unrecognized deferred tax		1,722			1,316			(241	)
Expenses not deductible for taxation		1,550			4,986			1,727
Adjustments due to prior periods		(15	)		(661	)		(28	)
Research and development claim		(1,401	)		(665	)		(285	)
Income not taxable for tax purposes		(61	)		(1,741	)
Consolidation adjustment in relation to foreign exchange movements		-			(58	)		(41	)
		(3,313	)		(2,207	)		(689	)

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2021

Loss Per Share [Abstract]

Schedule of basic loss per share

	Year ended December 31,
	2021			2020			2019

(Loss) attributable to equity holders of the company ($000)		(23,417	)		(26,131	)		(9,323	)
Weighted average number of ordinary shares in issue		97,932,055			97,306,144			97,306,144
Basic loss per share (cents per share)		(23.9	)		(26.85	)		(9.58	)

Property, It and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of property, plant and equipment [text block] [Abstract]

Schedule of property, IT and equipment

$000	Furniture and fixtures		IT equipment		Total
Cost
At 1 January 2020		16		38		54
Additions		-		1		1
Disposals		-		-		-
At 31 December 2020		16		39		55

Depreciation
At 1 January 2020		12		35		47
Charge in year		3		2		5
At 31 December 2020		15		37		52

Net Book Value as at 31 December 2020		1		2		3

$000	Furniture and fixtures		IT equipment		Total
Cost
At 1 January 2021		16		39		55
Additions				22		22
Disposals
At 31 December 2021		16		61		77

Depreciation
At 1 January 2021		15		37		52
Charge in year		1		7		8
At 31 December 2021		16		44		60

Net Book Value as at 31 December 2021		-		17		17

Other Receivables (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of trade and other receivables [text block] [Abstract]

Schedule of other receivables

$000	Year ended December 31,
	2021		2020

VAT Receivable		80		82
Receivable due for options exercised		-		191
Security deposits receivable		35		135
Prepayments		1,186		375
		1,301		785

Finance Lease Receivable (Tables)

12 Months Ended

Dec. 31, 2021

Finance Lease Receivable [Abstract]

Schedule of leased office spaces

Finance lease receivable	31 Dec 2021		31 Dec 2020
	$000		$000
Current		-		152
Non-current		-		-
		-		152

Share Capital and Share Premium (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of share capital, reserves and other equity interest [text block] [Abstract]

Schedule of share capital arising on the share for share exchange

	Nominal Value		Share Capital						Share Premium			Merger Reserve
	£/$		Shares			$000			$000			$000
At January 1 2021 per 20-F annual report	£	0.03		194,612,289			10,794			111,821			-
Group Reorganization
Elimination of share capital in Tiziana Life Sciences Plc	£	0.03		(194,612,289	)		(10,794	)		(111,821	)		122,615
Shares issued pursuant to share for share exchange and consolidation	$	0.001		97,306,144			97			-			(97	)
Elimination of other reserves in Tiziana Life Sciences Plc													(3,821	)
Restated at 1 January 2021	$	0.001		97,306,144			97			-			118,697
Shares issued in the period:
Conversion of warrants	$	0.001		136,854			-			156			-
Conversion of Loan	$	0.001		1,866,907			2			603			-
Issued in lieu of cash bonus	$	0.001		2,962,709			3			14,837			-
At 31 December 2021				102,272,614			102			15,596			118,697

Share Based Payments (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of share-based payment arrangements [text block] [Abstract]

Schedule of share-based payment arrangements

	2021				2020						2019
	Weighted				Weighted						Weighted
	Average exercise price (cents)		Options (’000)		Average exercise price (cents)			Options (’000)			Average exercise price (cents)			Options (’000)

Outstanding at 1 January		67		17,024		113			16,379			107			18,617
Granted		166		5,210		111			3,870			-			-
Forfeited		-		-		(52	)		(300	)		(152	)		(2,238	)
Exercised		-		-		(25	)		(2,925	)		-			-

Outstanding at 31 December		90		22,234		67			17,024			113			16,379

Exercisable at 31 December		54		7,616		65			6,249			67			5,521

Schedule of share options expiry dates and exercise price

Grant Date	Expiry Date	Exercise Price		Share Options as at 31 December 2021 (‘000)
26 June 2014	26 June 2024	$	0.47		1,831
30 April 2018	30 April 2028	$	1.10		1,300
6 May 2020	5 May 2028	$	0.47		12,393
23 July 2020	26 July 2030	$	2.11		1,000
25 August 2020	24 August 2030	$	1.98		500
02 February 2021	01 February 2031	$	1.36		1,250
02 February 2021	01 February 2031	$	1.98		3,500
08 October 2021	08 October 2031	$	0.72		460
Total					22,234

Schedule of warrants expensed in the statement of comprehensive income

	2 February 2021			8 October 2021

Grant date share price	$	2.116		$	0.719
Exercise share price	$	1.357/1.983		$	0.719
Risk free rate		-0.10% to -0.02	%		0.32% to 0.65	%
Expected volatility		101% to 162	%		83% to 122	%
Option life		10 years			10 years
Weighted average share price	$	1.818		$	0.719
Weighted average fair value per share option	$	0.862		$	0.319

6 May 2020 23 July 2020

Grant date share price $ 0.853 $ 2.184

Exercise share price $ 0.478 $ 2.150

Risk free rate 0.04% to 0.05% 0.04% to 0.05%

Expected volatility 92% to 117% 92% to 117%

Option life 10 years 10 years

Weighted average share price $ 0.853 $ 2.184

Weighted average fair value per share option $ 0.478 $ 2.150

	January 2020			21 January 2020			1 June 2020

Grant date share price	£	0.43		£	0.43		£	1.15
Exercise share price	£	0.42		£	0.35		£	0.70
Risk free rate		0.64	%		0.40	%		0.04	%
Expected volatility		61.7	%		84.7	%		111	%

Schedule of estimated the fair value of warrants using

	2021 $000		2020 $000			2019 $000

Outstanding at 1 January		697		2,418		1,873
Granted		-		324		545
Transfer to share premium on exercise of warrants		-		(2,046	)	-

Outstanding at 31 December		697		697		2,418

Convertible Debt Instrument Classified As a Liability (Tables)

12 Months Ended

Dec. 31, 2021

Convertible Debt Instrument Classified as a Liability Table [Abstract]

Schedule of convertible loan note classified as a liability

	Year ended December 31,
	2021		2020
	$000		$000
Convertible loan notes b/f		324		313
Accrued interest		163		11
Conversion of loan note		(487)		-
		-		324

Convertible Instruments Classified as Equity (Tables)

12 Months Ended

Dec. 31, 2021

Convertible Instruments Classified As Equity [Abstract]

Schedule of convertible equity Instrument that was recorded as in the convertible loan note reserve prior to conversion

	2021		2020			2019
	$000		$000			$000

Par value of Convertible loan notes issued		-		1,850			1,850
Less: Fair value of warrants issued to note holders		-		(545	)		(545	)
Exchange rate adjustment		-		209			-

		-		1,514			1,305

Accrued interest		-		348			52
Less: convertible loan note conversion		-		(2,523	)		-
Exercise of warrants		-		661			-
		-		-			1,357

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of financial instruments [text block] [Abstract]

Schedule of financial liabilities based on contractual undiscounted payments

	2021
$000	Less than 3 months		3 to 12 months		Total
Trade payables		2,873		1,533		4,406
Related party payables		1,355		-		1,355
Total		4,228		1,533		5,761

2020

$000 Less than
3 months 3 to 12
months Total

Trade payables 2,620 746 3,366

Related party payables - 2,040 2,040

Total 2,620 2,786 5,406

Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts

	Profit or loss and equity
December 31, 2021	Strengthening		Weakening
USD (5% movement)		90		(90)

Trade and Other Payables (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of trade and other payables [text block] [Abstract]

Schedule of trade and other payables

	Year ended December 31,
Group	2021		2020
	$000		$000
Trade payables		4,406		3,366
Accruals		1,775		2,224
		6,181		5,590

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Disclosure of leases [text block] [Abstract]

Schedule of right-of-use assets and lease liabilities

Right-of-use assets	31 Dec 2021			31 Dec 2021
	$000			$000
At 1 January 2021		357			433
Depreciation		(133	)		(91	)
Disposal of lease		(224	)		-
Exchange differences					15
		-			357

Lease Liabilities	31 Dec 2021			31 Dec 2021
	$000			$000
At 1 January 2021		555			820
Interest expense		13			18
Lease payments		(164	)		(321	)
Exchange differences		-			(38	)
Disposal of lease		(394	)		-
		-			555

Accounting Policies (Details) $ in Thousands	1 Months Ended	12 Months Ended
Accounting Policies (Details) $ in Thousands	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Disclosure of significant accounting policies [text block] [Abstract]
Cash surplus		$ 15,000
Number of operating segment		1
Upfront payment	$ 750

Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period	12 Months Ended
	Dec. 31, 2021
Fixtures and fittings [Member]
Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period [Line Items]
Estimated useful lives	5 years
IT and equipment [Member]
Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period [Line Items]
Estimated useful lives	3 years
Right of use asset [Member]
Accounting Policies (Details) - Schedule of estimated useful lives for the current period and the comparative period [Line Items]
Estimated useful lives	Economic life of contractual relationship

Other Income (Details) - Schedule of other income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of other income [Abstract]
Sublicense income	$ 750
Other	$ 143

Operating Loss (Details) £ in Millions, $ in Millions	1 Months Ended		12 Months Ended
Operating Loss (Details) £ in Millions, $ in Millions	Aug. 31, 2020 USD ($)	Aug. 31, 2020 GBP (£)	Dec. 31, 2020 USD ($)	Dec. 31, 2021 USD ($)
Disclosure of profit (loss) from operating activities [text block] [Abstract]
Realization bonus payable			$ 13.5
Raising funds	$ 28.0	£ 20
Accrued amount due				$ 0.9

Operating Loss (Details) - Schedule of operating loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of operating loss [Abstract]
License fee	$ (1,047)	$ 706	$ 553
Realization bonus	855	13,503
Foreign exchange gain related to the realization bonus		(289)
Depreciation of Property, Plant and Equipment	8	5	5
Depreciation (Right-of-use asset)	133	86	245
Foreign exchange (gain)/losses	$ (1,899)	$ 239	$ 165

Segmental Reporting (Details) - Schedule of group’s other income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Segmental Reporting (Details) - Schedule of group’s other income [Line Items]
Sublicense income	$ 750
UK [Member]
Segmental Reporting (Details) - Schedule of group’s other income [Line Items]
Sublicense income	750
USA [Member]
Segmental Reporting (Details) - Schedule of group’s other income [Line Items]
Sublicense income

Employees (Details) - Schedule of employees - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Staff costs comprised:
Directors’ salaries (including bonus)	$ 2,526	$ 14,666	$ 1,145
Employees’ wages, salaries and bonus	1,856	1,058	696
Social security costs	176	194	609
Recruitment fees	242	17
Share based payment charge	5,173	5,105	1,266
Employees, total	9,973	21,040	3,716
The average monthly number of employees, including directors, employed by the group during the year was:
Research and Development	8	3	5
Corporate and administration	5	8	4
Total	$ 13	$ 11	$ 9

Remuneration of Key Management Personnel (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of information about key management personnel [text block] [Abstract]
Bonus description	Gabriele Cerrone’s 2021 bonus is the interest charged on his 2020 bonus due to delayed issuance of shares ; his 2020 bonus includes a $13.2m realization bonus; his 2019 bonus covers the period June 9, 2016 to December 31, 2019
Exercised shares options (in Shares)		2,319,225
Intrinsic gain		$ 4,100
Contribution pension schemes	$ 24	$ 10	$ 16

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

Directors’ fee

$ 448

$ 268

$ 153

Bonus

1,065

13,798

392

Salary

1,013

600

Share based payments

3,499

2,286

991

G. Cerrone [Member]

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

Directors’ fee

^[1]

330

170

102

Bonus

^[1]

855

13,588

182

Salary

^[1]

Share based payments

^[1]

624

155

296

R. Dalla Favera [Member]

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

Gregor MacRae [Member]

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

J Brancaccio [Member]

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

K. Shailubhai [Member]

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

210

600

492

2,069

695

T Adams [Member]

Remuneration of Key Management Personnel (Details) - Schedule of remuneration of key management personnel [Line Items]

413

$ 2,197

[1]	Gabriele Cerrone’s 2021 bonus is the interest charged on his 2020 bonus due to delayed issuance of shares ; his 2020 bonus includes a $13.2m realization bonus; his 2019 bonus covers the period June 9, 2016 to December 31, 2019

Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items]
Number of share options	3,500,000	2,300,000
G. Cerrone [Member]
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items]
Number of share options		1,800,000
K. Shailubhai [Member]
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items]
Number of share options
L. Zanbeletti [Member]
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items]
Number of share options
W.Simon [Member]
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items]
Number of share options		250,000
J. Brancaccio [Member]
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items]
Number of share options		250,000
T Adams [Member]
Remuneration of Key Management Personnel (Details) - Schedule of share options were granted to directors [Line Items]
Number of share options	3,500,000

Finance Costs (Details) - Schedule of finance costs - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Finance Income
Finance income received on net investment in lease		$ 8	$ 1
Total finance income		8	1
Finance Expense
Finance charge accrued on convertible loan notes	163	303	61
Interest expense on lease liabilities	13	17	31
Total finance expenses	176	320	92
Net finance expense recognized in Statement of Comprehensive Income	$ 176	$ 312	$ 92

Taxation (Details) - USD ($) $ in Thousands	12 Months Ended
Taxation (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disclosure of income tax [text block] [Abstract]
Maximum percentage of surrenderable losses	14.50%
Term of R&D tax relief claims	2 years
Deferred tax assets	$ 11,591	$ 6,182	$ 3,517

Taxation (Details) - Schedule of taxation - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Group
Current year tax (credit)	$ (3,255)	$ (1,546)	$ (661)
Adjustments due to prior periods	(15)	(661)	(28)
Total tax (credit) for the period	(3,240)	(2,207)	(689)
The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom of 19%. The difference can be reconciled as follows:
Loss before taxation	(26,657)	(28,337)	(10,013)
Loss charged at standard rate of corporation tax 19%	(5,065)	(5,384)	(1,903)
Movement in unrecognized deferred tax	1,722	1,316	(241)
Expenses not deductible for taxation	1,550	4,986	1,727
Adjustments due to prior periods	(15)	(661)	(28)
Research and development claim	(1,401)	(665)	(285)
Income not taxable for tax purposes	(61)	(1,741)
Consolidation adjustment in relation to foreign exchange movements		(58)	(41)
Income tax expense (benefit)	$ (3,313)	$ (2,207)	$ (689)

Taxation (Details) - Schedule of taxation (Parentheticals)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of taxation [Abstract]
Standard rate of corporation tax	19.00%	19.00%	19.00%

Loss Per Share (Details) - Schedule of basic loss per share - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of basic loss per share [Abstract]
(Loss) attributable to equity holders of the company ($000)	$ (23,417)	$ (26,131)	$ (9,323)
Weighted average number of ordinary shares in issue	97,932,055	97,306,144	97,306,144
Basic loss per share (cents per share)	$ (23.9)	$ (26.85)	$ (9.58)

Property, It and Equipment (Details) - Schedule of property, IT and equipment - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, It and Equipment (Details) - Schedule of property, IT and equipment [Line Items]
Cost, Beginning	$ 55	$ 54
Cost, Additions	22	1
Cost, Disposals
Cost, Ending	77	55
Depreciation, Beginning	52	47
Depreciation, Charge in year	8	5
Depreciation, Ending	60	52
Net Book Value	17	3
Furniture and fixtures [Member]
Property, It and Equipment (Details) - Schedule of property, IT and equipment [Line Items]
Cost, Beginning	16	16
Cost, Additions
Cost, Disposals
Cost, Ending	16	16
Depreciation, Beginning	15	12
Depreciation, Charge in year	1	3
Depreciation, Ending	16	15
Net Book Value		1
IT equipment [Member]
Property, It and Equipment (Details) - Schedule of property, IT and equipment [Line Items]
Cost, Beginning	39	38
Cost, Additions	22	1
Cost, Disposals
Cost, Ending	61	39
Depreciation, Beginning	37	35
Depreciation, Charge in year	7	2
Depreciation, Ending	44	37
Net Book Value	$ 17	$ 2

Other Receivables (Details) - Schedule of other receivables - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of other receivables [Abstract]
VAT Receivable	$ 80	$ 82
Receivable due for options exercised		191
Security deposits receivable	35	135
Prepayments	1,186	375
Total	$ 1,301	$ 785

Finance Lease Receivable (Details) - Schedule of leased office spaces - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of leased office spaces [Abstract]
Current		$ 152
Non-current
Total finance lease receivable		$ 152

Share Capital and Share Premium (Details)	Dec. 31, 2021 $ / shares
Disclosure of share capital, reserves and other equity interest [text block] [Abstract]
Par value	$ 0.001

Share Capital and Share Premium (Details) - Schedule of share capital arising on the share for share exchange - 12 months ended Dec. 31, 2021 $ / shares in Units, $ in Thousands	USD ($) $ / shares shares	€ / shares	£ / shares
Schedule of share capital arising on the share for share exchange [Abstract]
Nominal Value At January 1 2021 per 20-F annual report (in Euro per share) \| € / shares		€ 0.03
Share Capital Shares At January 1 2021 per 20-F annual report (in Shares) \| shares	194,612,289,000
Share Capital value At January 1 2021 per 20-F annual report	$ 10,794
Share Premium At January 1 2021 per 20-F annual report	111,821
Merger Reserve At January 1 2021 per 20-F annual report
Group Reorganization
Nominal Value Elimination of share capital in Tiziana Life Sciences Plc (in Pounds per share) \| £ / shares			£ 0.03
Share Capital Shares Elimination of share capital in Tiziana Life Sciences Plc (in Shares) \| shares	(194,612,289,000)
Share Capital value Elimination of share capital in Tiziana Life Sciences Plc	$ (10,794)
Share Premium Elimination of share capital in Tiziana Life Sciences Plc	(111,821)
Merger Reserve Elimination of share capital in Tiziana Life Sciences Plc	$ 122,615
Nominal Value Shares issued pursuant to share for share exchange and consolidation (in Dollars per share) \| $ / shares	$ 0.001
Share Capital Shares Shares issued pursuant to share for share exchange and consolidation (in Shares) \| shares	97,306,144,000
Share Capital value Shares issued pursuant to share for share exchange and consolidation	$ 97
Share Premium Shares issued pursuant to share for share exchange and consolidation
Merger Reserve Shares issued pursuant to share for share exchange and consolidation	(97)
Elimination of other reserves in Tiziana Life Sciences Plc	$ (3,821)
Nominal Value Restated at 1 January 2021 (in Dollars per share) \| $ / shares	$ 0.001
Share Capital Shares Restated at 1 January 2021 (in Shares) \| shares	97,306,144,000
Share Capital value Restated at 1 January 2021	$ 97
Share Premium Restated at 1 January 2021
Merger Reserve Restated at 1 January 2021	$ 118,697
Nominal Value Conversion of warrants (in Dollars per share) \| $ / shares	$ 0.001
Share Capital Shares Conversion of warrants (in Shares) \| shares	136,854,000
Share Capital Conversion of warrants
Share Premium Conversion of warrants	156
Merger Reserve Conversion of warrants
Nominal Value Conversion of Loan (in Dollars per share) \| $ / shares	$ 0.001
Share Capital Shares Conversion of Loan (in Shares) \| shares	1,866,907,000
Share Capital value Conversion of Loan	$ 2
Share Premium Conversion of Loan	603
Merger Reserve Conversion of Loan
Nominal Value Issued in lieu of cash bonus (in Dollars per share) \| $ / shares	$ 0.001
Share Capital Shares Issued in lieu of cash bonus (in Shares) \| shares	2,962,709,000
Share Capital value Issued in lieu of cash bonus	$ 3
Share Premium Issued in lieu of cash bonus	14,837
Merger Reserve Issued in lieu of cash bonus
Share Capital Shares At 31 December 2021 (in Shares) \| shares	102,272,614,000
Share Capital value At 31 December 2021	$ 102
Share Premium At 31 December 2021	15,596
Merger Reserve At 31 December 2021	$ 118,697

Share Based Payments (Details) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2020 $ / shares	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Aug. 31, 2020 £ / shares
Disclosure of share-based payment arrangements [text block] [Abstract]
Shares of options exercised (in Shares) \| shares			2,925,725
Total outstanding fair value charge		$ 12,339	$ 7,046	$ 5,237
Total expenses		5,173	5,105	1,266
Expected term of the award	4 years
Exercise price for options issued to employees and directors \| (per share)	$ 0.48				£ 350
Share-based payment charge		$ 0	$ 26	$ 0

Share Based Payments (Details) - Schedule of share-based payment arrangements - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of share-based payment arrangements [Abstract]
Weighted Average exercise price, Outstanding	$ 67	$ 113	$ 107
Options, Outstanding	17,024,000	16,379,000	18,617,000
Weighted Average exercise price, Granted	$ 166	$ 111
Options, Granted	5,210,000	3,870,000
Weighted Average exercise price, Forfeited		$ (52)	$ (152)
Options, Forfeited		(300,000)	(2,238,000)
Weighted Average exercise price, Exercised		$ (25)
Options, Exercised		(2,925,000)
Weighted Average exercise price, Outstanding	$ 90	$ 67	$ 113
Options, Outstanding	22,234,000	17,024,000	16,379,000
Weighted Average exercise price, Exercisable	$ 54	$ 65	$ 67
Options, Exercisable	7,616,000	6,249,000	5,521,000

Share Based Payments (Details) - Schedule of share options expiry dates and exercise price $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	Total
Share Options	$ 22,234
Exercise Price 0.47 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	26 June 2014
Expiry Date	26 June 2024
Exercise Price \| $ / shares	$ 0.47
Share Options	$ 1,831
Exercise Price 1.10 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	30 April 2018
Expiry Date	30 April 2028
Exercise Price \| $ / shares	$ 1.1
Share Options	$ 1,300
Exercise Price 0.47 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	6 May 2020
Expiry Date	5 May 2028
Exercise Price \| $ / shares	$ 0.47
Share Options	$ 12,393
Exercise Price 2.11 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	23 July 2020
Expiry Date	26 July 2030
Exercise Price \| $ / shares	$ 2.11
Share Options	$ 1,000
Exercise Price 1.98 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	25 August 2020
Expiry Date	24 August 2030
Exercise Price \| $ / shares	$ 1.98
Share Options	$ 500
Exercise Price 1.36 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	02 February 2021
Expiry Date	01 February 2031
Exercise Price \| $ / shares	$ 1.36
Share Options	$ 1,250
Exercise Price 1.98 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	02 February 2021
Expiry Date	01 February 2031
Exercise Price \| $ / shares	$ 1.98
Share Options	$ 3,500
Exercise Price 0.72 [Member]
Share Based Payments (Details) - Schedule of share options expiry dates and exercise price [Line Items]
Grant Date	08 October 2021
Expiry Date	08 October 2031
Exercise Price \| $ / shares	$ 0.72
Share Options	$ 460

Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model							1 Months Ended
	Oct. 08, 2021 $ / shares	Feb. 02, 2021 $ / shares	Jul. 23, 2020 $ / shares	Jul. 23, 2020 £ / shares	Jun. 01, 2020 £ / shares	May 06, 2020 $ / shares	Jan. 31, 2020 £ / shares	Jan. 21, 2020 £ / shares
Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model [Line Items]
Grant date share price (in Pounds per share, Dollars per share and Pounds per share) \| (per share)	$ 0.719	$ 2.116		£ 2.184	£ 1.15	$ 0.853	£ 0.43	£ 0.43
Exercise share price (in Pounds per share, Dollars per share and Pounds per share) \| (per share)	$ 0.719			£ 2.15	£ 0.7	$ 0.478	£ 0.42	£ 0.35
Risk free rate					0.04%		0.64%	0.40%
Expected volatility					111.00%		61.70%	84.70%
Option life	10 years	10 years	10 years	10 years		10 years
Weighted average share price (in Dollars per share)	$ 0.719	$ 1.818	$ 2.184			$ 0.853
Weighted average fair value per share option (in Dollars per share)	$ 0.319	0.862	$ 2.15			$ 0.478
Minimum [Member]
Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model [Line Items]
Exercise share price (in Pounds per share, Dollars per share and Pounds per share)		$ 1.357
Risk free rate	0.32%	0.10%	0.04%	0.04%		0.04%
Expected volatility	83.00%	101.00%	92.00%	92.00%		92.00%
Maximum [Member]
Share Based Payments (Details) - Schedule of model inputs for options granted under the Black Scholes Valuation model [Line Items]
Exercise share price (in Pounds per share, Dollars per share and Pounds per share)		$ 1.983
Risk free rate	0.65%	0.02%	0.05%	0.05%		0.05%
Expected volatility	122.00%	162.00%	117.00%	117.00%		117.00%

Share Based Payments (Details) - Schedule of estimated the fair value of warrants using - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of estimated the fair value of warrants using [Abstract]
Outstanding at 1 January	$ 697	$ 2,418	$ 1,873
Granted		324	545
Transfer to share premium on exercise of warrants		(2,046)
Outstanding at 31 December	$ 697	$ 697	$ 2,418

Convertible Debt Instrument Classified As a Liability (Details)	12 Months Ended
	Dec. 31, 2021
Convertible Debt Instrument Classified As a Liability Details [Abstract]
Description of convertible loan notes	A convertible loan note of $273k was in existence as detailed in the Admission Document dated 31 March 2014. Proceeds of the subscriptions for the notes are to be used exclusively to finance the Company’s on-going working capital requirements. The terms of the loan note are that the loan notes, plus accrued interest at a rate of 4 per cent above Bank of England base rate per annum, will convert into ordinary shares in the Company at a price of £0.10 per share at the election of the Noteholder any time after the second anniversary of the readmission to AIM on 24 April 2014.

Convertible Debt Instrument Classified As a Liability (Details) - Schedule of convertible loan note classified as a liability - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of convertible loan note classified as a liability [Abstract]
Convertible loan notes b/f	$ 324	$ 313
Accrued interest	163	11
Conversion of loan note	(487)
Convertible loan note, total		$ 324

Convertible Instruments Classified as Equity (Details)	1 Months Ended	12 Months Ended
Convertible Instruments Classified as Equity (Details)	Oct. 31, 2019 USD ($)	Dec. 31, 2021 GBP (£)
Convertible Instruments Classified As Equity [Abstract]
Raised from issuance of convertible loan \| $	$ 1,850,000
Short term instruments percentage		16.00%
Ordinary shares nominal value \| £		£ 0.03

Convertible Instruments Classified as Equity (Details) - Schedule of convertible equity Instrument that was recorded as in the convertible loan note reserve prior to conversion - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Schedule of convertible equity Instrument that was recorded as in the convertible loan note reserve prior to conversion [Abstract]
Par value of Convertible loan notes issued		$ 1,850	$ 1,850
Less: Fair value of warrants issued to note holders		(545)	(545)
Exchange rate adjustment		209
Convertible gross		1,514	1,305
Accrued interest		348	52
Less: convertible loan note conversion		(2,523)
Exercise of warrants		661
Convertible net			$ 1,357

Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items]
Trade payables	$ 4,406	$ 3,366
Related party payables	1,355	2,040
Total	5,761	5,406
Less than 3 months [Member]
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items]
Trade payables	2,873	2,620
Related party payables	1,355
Total	4,228	2,620
3 to 12 months [Member]
Financial Instruments (Details) - Schedule of financial liabilities based on contractual undiscounted payments [Line Items]
Trade payables	1,533	746
Related party payables		2,040
Total	$ 1,533	$ 2,786

Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts - USD (5% movement) [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts [Line Items]
Profit or loss and equity, Strengthening	$ 90
Profit or loss and equity, Weakening	$ (90)

Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts (Parentheticals) - USD (5% movement) [Member]	12 Months Ended
	Dec. 31, 2021
Financial Instruments (Details) - Schedule of measurement of the financial instruments denominated in a foreign currency and affected equity and profit and loss by the amounts (Parentheticals) [Line Items]
Movement percentage Strengthening	5.00%
Movement percentage Weakening	5.00%

Trade and Other Payables (Details) - Schedule of trade and other payables - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Schedule of trade and other payables [Abstract]
Trade payables	$ 4,406	$ 3,366
Accruals	1,775	2,224
Total	$ 6,181	$ 5,590

Other Non-Current Assets (Details) € in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	Jun. 16, 2016 USD ($)	Jun. 16, 2016 EUR (€)	Dec. 31, 2021	Dec. 31, 2020 USD ($)
Other Non-Current Assets Details [Abstract]
Purchase of data repository	$ 279	€ 258
Decided impair percentages			2 years
Impairment charge				$ 279

Related Party Transactions (Details) - USD ($)	12 Months Ended
Related Party Transactions (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Apr. 16, 2020	Dec. 31, 2019
Related Party Transactions (Details) [Line Items]
Shared services agreement	$ 11,000
Initial payment			$ 120,000
Additional payment			$ 630,000
Service costs	14,000
Rasna Therapeutics Inc [Member]
Related Party Transactions (Details) [Line Items]
Short term loan facility	$ 72,000,000
Interest rate	8.00%
Payroll and rent charged	$ 106,000	$ 78,000		$ 5,000
OKYO Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Short term loan facility				98,000
Payroll and rent charged	42,000	27,000		28,000
Gensignia Lifesceinecs Inc [Member]
Related Party Transactions (Details) [Line Items]
Payroll and rent charged	295,000	348		$ 320
CFO of Accustem [Member]
Related Party Transactions (Details) [Line Items]
Net amounts	1,341,000	$ 1,346,000
Cash payable	$ 1,355,000

Leases (Details) - Schedule of right-of-use assets and lease liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Schedule of right-of-use assets and lease liabilities [Abstract]
At 1 January 2020	$ 357	$ 433
Depreciation	(133)	(91)
Disposal of lease	(224)
Exchange differences		15
Right-of-use assets		357
At 1 January 2021	555	820
Interest expense	13	18
Lease payments	(164)	(321)
Exchange differences		(38)
Disposal of lease	(394)
Lease Liabilities		$ 555

Demerger of Subsidiary (Details)		1 Months Ended				12 Months Ended
Demerger of Subsidiary (Details)	Oct. 05, 2020	Oct. 26, 2020 USD ($)	Oct. 26, 2020 GBP (£)	Sep. 30, 2020 USD ($)	Sep. 30, 2020 GBP (£)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 GBP (£)	Dec. 31, 2021 GIP (£)	Dec. 31, 2014 GBP (£)
Demerger of Subsidiary (Details) [Line Items]
CRO fees and project consultancy fees (in Pounds) \| £									£ 2,073,930
Second step transaction description	Accustem Sciences Ltd entered into an agreement with the Company to acquire Stemprinter Sciences Limited, including the ownership rights and intellectual property relating to StemPrintER™ and cash of $1.4 million (£1.0 million) contained within the entity. In exchange for the transfer of ownership (shares in Stemprinter Sciences Limited), Accustem Sciences Ltd allotted 194,612,288 ordinary shares of £0.01 par value to Tiziana shareholders on a one for one basis based on the Tiziana ownership as at October 30, 2020. Stemprinter Sciences Limited was a consolidated subsidiary of Tiziana Life Sciences plc until October 5, 2020.
Cancelled share premiuim account		$ 5,461,000	£ 4,000,000
Tiziana [Member]
Demerger of Subsidiary (Details) [Line Items]
Contributed capital and resources						$ 1,400,000	£ 1,000,000
StemPrinter Sciences Limited [Member]
Demerger of Subsidiary (Details) [Line Items]
Intellectual property relating owned subsidiary				$ 1,400,000	£ 1,000,000
Aggregate amount expenses						283,246		£ 2,073,930
Received shares \| $						3,070,000
Tiziana to Accustem Sciences Ltd [Member]
Demerger of Subsidiary (Details) [Line Items]
Payable amount						$ 1,400,000	£ 1,000,000

Financial Commitments (Details)	12 Months Ended
Financial Commitments (Details)	Dec. 31, 2021 USD ($)
Disclosure of commitments [text block] [Abstract]
Financial commitments, description	(a)$1,000,000 upon initiation of the first Phase II clinical tria, this is currently being negotiated with BMS. (b) $4,000,000 upon FPD of the first Phase 3 registration trial in HCC. (c) $3600,000 upon first patient enrollment into a Phase II human clinical trial (d)Upon the first NDA equivalent in: thymic carcinoma, $900,000; HCC, $9,000,000; breast cancer, $15,000,000.
Accrued of diligence obligations	$ 750,000
Development milestones, description	(a)$300,000 upon enrollement of first patient in a Phase I human clinical trial of the first Phase II Clinical trial, this is currently being negotiated with BMS. (b) $1,500,000 upon initiation of the first Phase III clinical trial (c) $2,000,000 upon filing of the first BLA, or equivalent (d) $2,000,000 upon approval of the first BLA, or equivalent We are obligated to pay Brighams Womens Hospital the following hospital milestone payments: (a) $300,000 upon first patient enrollment into a Phase I human clinical trial (b) $300,000 upon first patient enrollment into a Phase II human clinical trial (c)$1,500,000 upon first patient enrollment into a Phase III human clinical trial
Milestone payments	$ 630

Post Balance Sheet Events (Details) $ in Millions	Jan. 24, 2022 USD ($)
Subsequent Event [Member]
Post Balance Sheet Events (Details) [Line Items]
Stock repurchase	$ 5