UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of December 2022
Commission File Number: 001-38723
Tiziana Life Sciences LTD
(Exact Name of Registrant as Specified in Its Charter)
9th Floor
107 Cheapside
London
EC2V 6DN
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On or about December 5, 2022, Tiziana Life Sciences LTD (the “Company”) caused copies of the following documents to be mailed to the Company’s shareholders of record: the Company’s Notice of the 2022 Annual General Meeting of shareholders to be held on December 29, 2022, together with the accompanying Proxy Statement and accompanying Form of Proxy Card.
The documents filed as exhibits to the Form 6-K are incorporated by reference as part of this Form 6-K.
1
EXHIBIT INDEX
The following exhibit is filed as part of this Form 6-K:
| Exhibit | Description | |
| 99.1 | ||
| 99.2 | News Service Announcement, dated December 6, 2022 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIZIANA LIFE SCIENCES LTD | |||
| Date: December 6, 2022 | By: | /s/ Keeren Shah | |
| Name: | Keeren Shah | ||
| Title: | Chief Financial Officer | ||
3
Exhibit 99.1
Tiziana Life Sciences LTD
Notice of Annual General Meeting of Shareholders
To be held via video and telephonic conference on December 29, 2022 at 9.00 a.m. (EST); 2.00pm (U.K.)
NOTICE
YOU ARE NOTIFIED that the 2022 annual general meeting (“2022 AGM”) of Tiziana Life Sciences LTD (the “Company”) will be held via video and telephonic conference (in accordance with the Company’s bye-law 26.1) on December 29, 2022 at 9.00 a.m. (EST); 2.00pm (U.K.) or as soon thereafter as is practicable for the purpose of transacting the following business:
AGENDA
| 1. | To confirm or elect a chairman for the 2022 AGM. |
| 2. | To confirm that a quorum is present. |
| 3. | To re-elect Willy Simon as Class III director of the Company to serve until the annual general meeting to be held in 2025. |
| 4. | To receive the auditor’s report and financial statements for the year ended 31 December 2022. |
| 5. | To re-appoint PKF LittleJohn LLP as auditors from the conclusion of the meeting until the conclusion of the next annual general meeting before which accounts are laid and to authorize the directors to fix the auditors’ remuneration. |
| 6. | Any other business which may properly come before the meeting or any adjournment of the meeting. |
Record Date: The record date for qualification of shareholders to participate and vote in the AGM has been set for the end of trading on November 30, 2022.
Attending the Meeting: All shareholders are invited to participate in the AGM. The electronic system for remote participation will be available for access from 8.45 a.m. (EST); 1.45 p.m. (UK) on December 29, 2022.
To join the meeting type (or paste) the following web address into your web browser:
https://mmitc-collab.webex.com/mmitc-collab/j.php?MTID=mb5154d3576938fcc46fc7bc59d9d245f.
The password to join the meeting is “welcome”
The Webinar number is: 2599 535 5714
If you wish you may join by phone
+1-650-479-3208 United States Toll
If joining by phone use the access code: 259 953 55714
Further guidance and instructions are available by emailing: info@tizianalifesciences.com.
Voting: We encourage you to vote as promptly as possible by mailing your completed and signed proxy card. Please follow the directions on your proxy card. You may also vote during the meeting, the chairman of the meeting shall direct you on how you may cast your vote on a show of hands.
By Order of the Board
Keeren Shah
Chief Financial Officer
Dated 5 December 2022
2
Proposed Resolutions
Set out below is a description of each proposed resolution for which shareholder approval is sought at the 2022 AGM. The Board of Directors (the “Board”) consider that the proposed resolutions described in this letter are in the best interests of the Company and therefore of the shareholders as a whole, and recommend shareholders vote in favor of all.
| 1. | To vote on the re-election of Willy Simon as Class III director of the Company to serve until the annual general meeting to be held in 2025. |
Willy Simon, who was elected as a Class III director at the annual general meeting of the Company held in 2021 to serve until December 31, 2022, offers himself for re-election as Class III director until the annual general meeting to be held in 2025 or until his successor is elected. Please see below the biographical details of Willy Simon.
Willy Simon is a banker and worked at Kredietbank N.V. and Citibank London before serving as an executive member of the Board of Generale Bank NL from 1997 to 1999 and as the chief executive of Fortis Investment Management from 1999 to 2002. He acted as chairman of Bank Oyens & van Eeghen from 2002 to 2004. From 2004 until 2012, he served as a non-executive director of Redi & Partners Ltd., a fund of funds. He was previously chairman of AIM-traded Velox3 plc (formerly 24/7 Gaming Group Holdings plc) until 2015 and had been a director of Playlogic Entertainment Inc., a NASDAQ OTC listed company.
Committee Memberships: Member of the Audit, Risk and Disclosure Committee, the Nomination Committee and chair of the Remuneration Committee.
| 1. | To approve the auditor’s report and financial statements for the fiscal year ended 31 December 2021. |
A copy of the Company’s financial statements for the fiscal year ended on 31 December 2021, along with the auditor’s report have been made available to shareholders on the Investors page of the Company’s website at: https://www.tizianalifesciences.com/.
If you require a printed copy of our financial statements to be mailed to you, please e-mail info@tizianalifesciences.com to submit your request.
| 2. | To appoint PKF LittleJohn LLP as the Company’s auditor for the ensuing year. |
The Board proposes that shareholders appoint PKF LittleJohn LLP as the Company’s independent auditor for fiscal year 2022.
| 3. | To delegate the determination of the auditor’s remuneration to the Board. |
The shareholders shall vote whether or not to delegate to the Board the responsibility for determining the remuneration of the auditors.
3
Exhibit 99.2
Tiziana Life Sciences Announces Date of Annual General Meeting 2022
NEW YORK, December. 06, 2022 - Tiziana Life Sciences Ltd. (Nasdaq: TLSA) (“Tiziana” or the “Company”), a biotechnology company enabling breakthrough immunotherapies via novel routes of drug delivery, today announced that the 2022 Annual General Meeting of the Company will be held on December 29, 2022. The record date for voting at the Annual General Meeting is set as November 30, 2022. The notice, agenda and associated material have been despatched to shareholders via mail and the notice, agenda and related financial statements in the form of the relevant Form 20-F filing are available on the Company’s website at https://ir.tizianalifesciences.com/shareholder-services/annual-general-meeting and https://ir.tizianalifesciences.com/financial-information/annual-reports respectively.
About Tiziana Life Sciences
Tiziana Life Sciences is a clinical-stage biopharmaceutical company developing breakthrough therapies using transformational drug delivery technologies to enable alternative routes of immunotherapy. Tiziana’s innovative nasal, oral and inhalation approaches in development have the potential to provide an improvement in efficacy as well as safety and tolerability compared to intravenous (IV) delivery. Tiziana’s two lead candidates, intranasal foralumab, the only fully human anti-CD3 mAb, and milciclib, a pan-CDK inhibitor, have both demonstrated a favorable safety profile and clinical response in patients in studies to date. Tiziana’s technology for alternative routes of immunotherapy has been patented with several applications pending and is expected to allow for broad pipeline applications.
For further inquiries:
Tiziana Life Sciences Ltd
Hana Malik, Business Development, and Investor Relations Manager
+44 (0) 207 495 2379
email: info@tizianalifesciences.com
Investors:
Irina Koffler
LifeSci Advisors, LLC
646.970.4681
ikoffler@lifesciadvisors.com