0001213900-24-041808 | 20-F | XBRL Viewer | Tiziana Life Sciences LTD

Consolidated Balance Sheets (Parentheticals) - shares	Dec. 31, 2023	Dec. 31, 2022
Statement of financial position [abstract]
Share capital, issued	103,087,744	102,272,614
Share capital, outstanding	103,087,744	102,272,614

Employees

12 Months Ended

Dec. 31, 2023

Employees [Abstract]

EMPLOYEES

7. EMPLOYEES

	Year ended December 31,
	2023 $’000		2022 $’000			2021 $’000
Staff costs comprised:
Directors’ salaries (including bonus)		929		554			2,526
Employees’ wages, salaries and bonus		1,777		2,014			1,856
Social security costs		136		135			176
Recruitment fees		24		197			242
Share based payment (credit) / charge		1,730		(1,410	)		5,173
		4,596		1,490			9,973
The average monthly number of employees, including directors, employed by the group during the year was:
Research and development		3		3			8
Corporate and administration		6		6			5
		9		9			13

Finance Costs (Details) - Schedule of Finance Costs - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finance Income
Loan Interest Received	$ 1,154	$ 32
Total finance income	1,154	32
Finance Expense
Finance charge accrued on convertible loan notes			163
Interest expense on lease liabilities	10	7	13
Fair Value loss on Investment	402	869
Total finance Expense	412	876	176
Net finance income/ (expense) recognized in Consolidated statements of operations and comprehensive loss	$ 742	$ (844)	$ (176)

Other Receivables

12 Months Ended

Dec. 31, 2023

Other Receivables [Abstract]

OTHER RECEIVABLES

12. OTHER RECEIVABLES

$000	Year ended December 31, 2023
		2023	2022
Security deposits receivable		121	130
Prepayments		102	170
Taxation Receivable		3,793	4,246
		4,016	4,546

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

Other Receivables (Details) - Schedule of Other Receivables - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Other Receivables [Abstract]
Security deposits receivable	$ 121	$ 130
Prepayments	102	170
Taxation Receivable	3,793	4,246
Total Other Receivable	$ 4,016	$ 4,546

Remuneration of Key Management Personnel (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Remuneration of Key Management Personnel [Abstract]
Realization bonus	$ 13,200
Contribution pension schemes	$ 56	$ 32	$ 24

Taxation (Details) - USD ($) $ in Thousands	12 Months Ended
Taxation (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Disclosure of Income Tax Text Block [Abstract]
Surrenderable losses percentage	14.50%
Term of R&D tax relief claims	2 years
Deferred tax assets	$ 18,137	$ 15,011	$ 11,591

Share Capital and Share Premium (Details) - Schedule of Share Capital Arising on the Share for Share Exchange $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 £ / 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 Pounds per share) \| £ / shares				£ 0.03
Share Capital Shares At January 1 2021 per 20-F annual report (in Shares) \| shares			194,612,289
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)
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
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
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
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
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
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	103,087,744	102,272,614	102,272,614
Share Capital value At 31 December 2021	$ 103	$ 102	$ 102
Share Premium At 31 December 2021	16,492	15,596	15,596
Merger Reserve At 31 December 2021	$ 118,697	$ 118,697	$ 118,697
Nominal Value Shares issued in lieu of fees (in Dollars per share) \| $ / shares	$ 0.0001
Share Capital Shares Shares issued in lieu of fees (in Shares) \| shares	450,000
Share Capital value Shares issued in lieu of fees	$ 1
Share Premium Shares issued in lieu of fees	$ 300
Nominal Value Warrants Exercised (in Dollars per share) \| $ / shares	$ 0.0001
Share Capital Shares Warrants Exercised (in Shares) \| shares	337,501
Share Capital value Warrants Exercised
Share Premium Warrants Exercised	$ 573
Nominal Value Issuance of Stock - ATM (in Dollars per share) \| $ / shares	$ 0.0001
Share Capital Shares Issuance of Stock - ATM (in Shares) \| shares	27,629
Share Capital value Issuance of Stock - ATM
Share Premium Issuance of Stock - ATM	$ 23

Related Party Transactions

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

21. 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 2022, Tiziana extended a loan to Rasna for $75,000 at an interest rate of 16% per annum. There were no additional loans to Rasna in 2023. As of December 31, 2023, $416k (2022: $206k, 2021: $106k) 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 2023 was $6k (2022: $7k, 2021: $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. There were no milestone payments due in the year ending 31 December 2023 (2022: $0k, 2021:$0k).

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, 2023 $398k (2022: $274k, 2021: $42k) 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 2023 was $199k (2022: $125k, 2021: $98k).

In August 2022, the Group issued a short-term credit facility to OKYO Pharma, a related party, for $2,000k to support short term liquidity. The loan was available for a period of 6 months upon first draw-down and carries an interest rate of 16% per annum, with additional default interest of 4% if the loan is not repaid after the 6-month period. In October 23 the loan was converted to an investment in OKYO with 20% interest. The principal of $2,000k plus accrued interest of $1,150k were converted into 2,100,000 Ordinary Shares, with no par value, of OKYO Pharma Ltd. As at December 31, 2022 $1,056k had been drawn down against the loan and $19k of interest had been accrued.

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, 2023 the related party balance is $0 (2022, $0k, 2021: $295k). On December 31, 2022 $295k was written off to bad debt after management assessment and deemed the balance to be irrecoverable.

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 2023, $1,324k (2022:$72K, 2021:$1,341k). The net amount owed from Accustem, including shared service total costs of $1,324k.

Taxation (Details) - Schedule of Taxation - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Group
Current year tax (credit)	$ 449		$ (3,255)
Adjustments due to prior periods			(15)
Total tax (credit) for the period	449		(3,240)
Loss before taxation	(17,242)	(15,397)	(26,657)
Loss charged at standard rate of corporation tax 23.52% 2023 19%2021/22	(4,055)	(2,926)	(5,065)
Movement in unrecognized deferred tax	3,194	2,319	1,722
Expenses not deductible for taxation	3,961	1,036	1,550
Adjustments due to prior periods	449		(15)
Research and development claim			(1,401)
Income not taxable for tax purposes	(3,113)	(495)	(61)
Fixed asset differences		(1)
Current Tax - Other	13
Adjustments to brought forward values		67
Consolidation adjustment in relation to foreign exchange movements
Income tax expense (benefit)	$ 449		$ (3,240)

Other (expense)/ Income (Tables)

12 Months Ended

Dec. 31, 2023

Other (expense)/ Income [Abstract]

Schedule of Other (Expense)/ Income

The Group’s other (expense)/ income is made up of the following:

	Year Ended December 31,
	2023 $’000		2022 $’000		2021 $’000

Sublicense income		-		-		750
Other Income (see note 19)		-		33		143
Total other income/(expense)		-		33		893

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Basis of preparation

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 International Financial Reporting Interpretations Committee 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

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 Group has experienced net losses and significant cash outflows from cash used in operating activities over the past years, and as December 31, 2023, had an accumulated loss of $134m and a net loss for the year ended December 31, 2023 of $17.7m.

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, that the company will not be able to meet its liabilities as they fall due within the next 12 months from the date when these financial statements are issued. The Directors are however aware, through their own extensive experience in the sector, that this position is not uncommon in the context of a pre-revenue life sciences company principally involved in cash consuming research and development activity.

The top line data for the clinical trial is expected in 2025 and the Directors are taking steps to put engagements and plans into place to ensure that sufficient funds will be forthcoming. These steps include possible deferred payments of existing liabilities, working capital cost reductions and raising additional equity. Until and unless the Group and Company secures sufficient investment to fund their clinical pipeline, there is a material uncertainty that may cast significant doubt on the Group and Company’s ability to continue as a going concern, and therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. Despite this material uncertainty, the Directors conclude that it is appropriate to continue to adopt the going concern basis of accounting as the Directors are confident, based on the previous fund-raising history as well as additional measures being planned, that sufficient funds will be forthcoming and accordingly they have prepared these financial statements on a going concern basis.

New and Revised Standards

New and Revised Standards

Standards in effect in 2023

There are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2023, that are relevant to the Group and that have had any impact in the year to December 31, 2023. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant and are not listed here.

Basis of consolidation

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

Business combination

The Group undertook a group reorganization 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.

Segment reporting

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

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

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 Consolidated statements of operations and comprehensive loss.

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 Consolidated statements of operations and comprehensive loss) on consolidation.

License fees

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. “License fees expenses” are recognized as incurred.

Research and development

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 recognized 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.

Fair Value Measurement

Fair Value Measurement

Management have assessed the categorization of the fair value measurements using the IFRS 13 fair value hierarchy. Categorization within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant asset as follows:

Level 1 - valued using quoted prices in active markets for identical assets

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

Financial instruments

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 consolidated statements of operations and comprehensive loss. 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 holds an investment in Accustem Inc.as a financial asset 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

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 the scope of IFRS 2. The Company recognizes that the fair value at the date of grant of these warrants should be expensed to the Statement of Income and recognized 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 recognized within equity and is not remeasured.

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

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 capitalized 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 recognized 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 recognized in consolidated statements of operations and comprehensive 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 in which case they are depreciated over their useful lives.

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 Consolidated statements of operations and comprehensive loss.

Impairment

Impairment

Impairment of financial assets measured at amortized cost

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

In establishing the appropriate amount of loss allowance to be recognized, 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, and cash and cash equivalents.

Under the general approach the Group recognizes 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 recognized 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 recognizes 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 carrying amounts exceed recoverable amounts. 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.

Contingent Liabilities

Contingent Liabilities

The Company is required to make judgments about contingent liabilities including the probability of pending and potential future litigation outcomes that, by their nature, are dependent on future events that are inherently uncertain. In making its determination of possible scenarios, management considers the evaluation of outside counsel knowledgeable about each matter, as well as known outcomes in case law.

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.

The Group has leases for its offices. Each lease is reflected on the consolidated 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 21).

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 its original condition are considered negligible.

At the lease commencement date, the Group recognizes a right-of-use asset and a lease liability in its consolidated balance sheets. 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).

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.

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.

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 recognized in profit and loss on a straight-line basis over the term of the lease.

Share – based payments

Share – based payments

The calculation of the fair value of equity-settled share-based awards and the resulting charge to the Consolidated statements of operations and comprehensive loss 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 recognized 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’ and/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 Consolidated statements of operations and comprehensive loss 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 recognized 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 recognized for services received over the remainder of the vesting period is recognized immediately within the Consolidated statements of operations and comprehensive loss.

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

Sub license income

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 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. Sublicense income is included in other income on the consolidated statements of operations and comprehensive loss.

Other Intangible Assets

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.

Relassification of Prior Year Presentation

Relassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. An adjustment has been made to the consolidated statement of comprehensive income for the year ending December 31, 2022 to reclassify other loss to finance expense totaling $804k.

Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2023

Loss Per Share [Abstract]

Schedule of Basic Loss Per Share

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

	Year ended December 31,
	2023			2022			2021

(Loss) attributable to equity holders of the company ($000)		(17,691	)		(15,397	)		(23,417	)
Weighted average number of ordinary shares in issue		102,471,016			101,526,389			97,932,055
Basic loss per share (cents per share)		(17.3	)		(15.2	)		(23.9	)

Loss Per Share

12 Months Ended

Dec. 31, 2023

Loss Per Share [Abstract]

LOSS PER SHARE

11. LOSS PER SHARE

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

	Year ended December 31,
	2023			2022			2021

(Loss) attributable to equity holders of the company ($000)		(17,691	)		(15,397	)		(23,417	)
Weighted average number of ordinary shares in issue		102,471,016			101,526,389			97,932,055
Basic loss per share (cents per share)		(17.3	)		(15.2	)		(23.9	)

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. The weighted average number of ordinary shares in issuance is stated as net excluding Treasury shares.

Share Based Payments (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	May 31, 2020 $ / shares	May 31, 2020 £ / shares
Share Based Payments (Details) [Line Items]
Total outstanding fair value charge	$ 974	$ 1,176
Total expenses	$ 51	1,199	$ 5,173
Expected term of the award	4 years
Exercise price for options issued to employees and directors \| (per share)					$ 0.48	£ 0.35
Share based payment transactions	$ 1,019
Charge of forfeitures	57	332
Share-based payment charges				$ 26
Tiziana Life Sciences PLC [Member]
Share Based Payments (Details) [Line Items]
Total expenses	703
Black-Scholes-Merton Valuation model [Member]
Share Based Payments (Details) [Line Items]
Total outstanding fair value charge	$ 2,602	$ 3,223	$ 12,339

Investment in Related Party (Details) - Schedule of Investment in Related Party - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Accustem Sciences Inc [Member]
Investment in Related Party (Details) - Schedule of Investment in Related Party [Line Items]
Investment	$ 1,806	$ 2,675
Movement in fair value	(969)	(869)
Total	837	1,806
OKYO Pharma Ltd [Member]
Investment in Related Party (Details) - Schedule of Investment in Related Party [Line Items]
Investment	3,150
Movement in fair value	567
Total	$ 3,717

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Expenses
Research and Development	$ (8,113)	$ (12,955)	$ (13,208)
Operating expenses	(9,871)	(1,631)	(13,311)
Realization bonus			(855)
Total operating expenses	(17,984)	(14,586)	(27,374)
Loss from operations	(17,984)	(14,586)	(27,374)
Other income/(expense):
Finance (expense)/ income	1,144	(7)	(176)
FV Loss on Investment	(402)	(869)
Other income/(losses)		65	893
Total other income/(expense)	742	(811)	717
Loss from operations before income taxes	(17,242)	(15,397)	(26,657)
Income tax (expense)/credit	(449)		3,240
Loss for the year	(17,691)	(15,397)	(23,417)
Gain/(Loss) on currency translation	1,492	(3,582)	(4,478)
Comprehensive loss	$ (16,199)	$ (18,979)	$ (27,895)
Basic loss per share attributable to common shareholders (in Dollars per share)	$ (0.17)	$ (0.15)	$ (0.24)

Other Receivables (Tables)

12 Months Ended

Dec. 31, 2023

Other Receivables [Abstract]

Schedule of Other Receivables

$000	Year ended December 31, 2023
		2023	2022
Security deposits receivable		121	130
Prepayments		102	170
Taxation Receivable		3,793	4,246
		4,016	4,546

Operating Loss (Details) - Schedule of Operating Losses - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Operating Losses [Abstract]
License fee	$ 563		$ (1,047)
Realization bonus			855
Depreciation of Property, plant and equipment	7	1	8
Depreciation (Right-of-use asset)	89	50	133
Foreign exchange (gains)/losses	$ 1,519	$ (3,183)	$ (1,899)

Remuneration of Key Management Personnel

12 Months Ended

Dec. 31, 2023

Remuneration of Key Management Personnel [Abstract]

REMUNERATION OF KEY MANAGEMENT PERSONNEL

8. REMUNERATION OF KEY MANAGEMENT PERSONNEL

$’000	Year ended December 31,
	2023								2022									2021
Director	Directors’ fee		Bonus		Salary		Share based payments		Directors’ fee		Bonus		Salary		Share based payments			Directors’ fee		Bonus		Salary		Share based payments
G. Cerrone ⁽¹⁾		717		100		-		562		296		148		-		-			330		855		-		624
Willy Simon		56						98		55						83			59						93
J Brancaccio		56		-		-		98		55		-		-		83			59		-		-		93
K. Shailubhai		-		-		-		-		-		-		379		(145	)		-		210		600		492
T Adams		-								-		-		-		(1,967	)		-		-		413		2,197
		829		100		-		758		406		148		379		(1,946	)		448		1,065		1,013		3,499

(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.

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,
	2023		2022		2021
	Number of options		Number of options		Number of options

W.Simon		75,000		-		-
J. Brancaccio		75,000		-		-
T Adams		-		-		3,500,000
		150,000				3,500,000

Key management personnel of the Group are comprised of directors and officers of the Company.

No share options were exercised by directors during the years ended December 31, 2023,2022 and 2021.

The Company made payments totaling approximately $56K, $32K, and $24K to defined contribution pension schemes on behalf of directors and employees during 2023, 2022, and 2021, respectively.

Remuneration of Key Management Personnel (Tables)

12 Months Ended

Dec. 31, 2023

Remuneration of Key Management Personnel [Abstract]

Schedule of Remuneration of Key Management Personnel

$’000	Year ended December 31,
	2023								2022									2021
Director	Directors’ fee		Bonus		Salary		Share based payments		Directors’ fee		Bonus		Salary		Share based payments			Directors’ fee		Bonus		Salary		Share based payments
G. Cerrone ⁽¹⁾		717		100		-		562		296		148		-		-			330		855		-		624
Willy Simon		56						98		55						83			59						93
J Brancaccio		56		-		-		98		55		-		-		83			59		-		-		93
K. Shailubhai		-		-		-		-		-		-		379		(145	)		-		210		600		492
T Adams		-								-		-		-		(1,967	)		-		-		413		2,197
		829		100		-		758		406		148		379		(1,946	)		448		1,065		1,013		3,499

(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.

Schedule of Share Options were Granted to Directors

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

	Year ended December 31,
	2023		2022		2021
	Number of options		Number of options		Number of options

W.Simon		75,000		-		-
J. Brancaccio		75,000		-		-
T Adams		-		-		3,500,000
		150,000				3,500,000

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from operations before income taxes	$ (17,242)	$ (15,397)	$ (26,657)
Convertible loan interest accrued			163
Shares issued in lieu of directors fees	425
Share based payment – options	1,773	1,811	5,173
Options forfeited during the year	(39)	(3,221)
Fair value loss on investment, net	402	869
Loss on disposal of asset		129
Bonus to be settled in equity	100		855
Depreciation	7	1	8
(Gain)/ loss on foreign exchange	1,519	(3,183)	(1,899)
Depreciation of right-of-use asset	89	50	133
(Gain)/loss on disposal of right of use asset			(28)
Proceeds from finance lease reclassified as an investing activity			(152)
Cash inflow from taxation		490	1,415
Interest on related party loan conversion	(1,150)
Net (increase) in related party receivables	(1,524)	(1,158)	(88)
Net (decrease)/increase in related party payables		(1,355)	(685)
Net (increase)/decrease in operating assets/other receivables	80	1,002	516
Net increase/(decrease) in operating liabilities /other liabilities	(138)	347	(516)
Net cash used in operating activities	(15,698)	(19,615)	(21,762)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of PPE			(22)
Proceeds from finance lease			152
Investment in Related Party	(1,000)	(2,676)
Purchase of Treasury Shares	(253)	(1,320)
Net cash used in Investing activities	(1,253)	(3,996)	130
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares	24
Proceeds from issuance of warrants	135		129
Repayment of leasing liabilities	(119)	(55)	(152)
Net cash (used in)/provided by financing activities	40	(55)	(23)
Net decrease in cash and cash equivalents	(16,911)	(23,666)	(21,655)
Cash and cash equivalent, beginning of year	18,122	42,186	65,824
Exchange difference on cash and cash equivalents	(28)	(398)	(1,983)
Cash and cash equivalent, end of year	$ 1,183	$ 18,122	$ 42,186

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Right-of-Use Assets and Lease Liabilities

Any leases that have a term shorter than 12 months the Group has applied the exemption allowed by paragraph 5a in IFRS16 in respect of short – term leases.

Right-of-use assets	31 Dec 2023			31 Dec 2022
	$000			$000
At 1 January		372			448
Depreciation		(104	)		(50	)
Disposal of lease		-			-
Exchange differences		15			(26	)
		283			372

Lease Liabilities	31 Dec 2023			31 Dec 2022
	$000			$000
At 1 January		365			448
Interest expense		10			6
Lease payments		(119	)		(61	)
Exchange differences		(9	)		(28	)
		247			365

Schedule of Consolidated Statement of Financial

Lease liabilities are presented in the consolidated statement of financial; position as follows:

	31 Dec 2023		31 Dec 2022
	$000		$000
Current		138		122
Non-current		109		243
		247		365

Schedule of Future Minimum Lease Payments

The lease liabilities are secured by the related underlying assets. Future minimum lease payments as of 31 December 2023 were as follows:

	Minimum lease payment due
	Within 1 year			1-2 years			2-5 years		Over 5 years		Total
Lease payments		148			111			-		-		259
Finance Charges		(10	)		(2	)		-		-		(12	)
Net Present Values		138			109			-		-		247

Reserves

12 Months Ended

Dec. 31, 2023

Reserves [Abstract]

RESERVES

15. RESERVES

The share-based payment reserve for warrants represents 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.

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

The shares to be issued reserve represents the equity shares that are to be issued to the Chairman in lieu of his bonus and additional salary for his role as acting CEO for the year ending December 31, 2023.

The merger reserve arises on consolidation as a result of the share for share exchange transaction that took place this year described in note 13. 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 Commitments

12 Months Ended

Dec. 31, 2023

Financial Commitments [Abstract]

FINANCIAL COMMITMENTS

23. 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 trial, this is currently being negotiated with BMS.

(b)

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

(c)

$3,600,000 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 recoded as other income 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 enrollment 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.

Share Based Payments (Details) - Schedule of Equity Incentive Plan - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Equity Incentive Plan [Abstract]
Weighted Average exercise price (cents), Outstanding beginning	$ 69
Options, Outstanding beginning	2,575
Weighted Average exercise price (cents), Granted	$ 61	$ 69
Options, Granted	1,753	2,575
Weighted Average exercise price (cents), Forfeited/Cancelled	$ (57)
Options, Forfeited/Cancelled	(60)
Weighted Average exercise price (cents), Exercised
Options, Exercised
Weighted Average exercise price (cents), Outstanding ending	$ 73	$ 69
Options, Outstanding ending	4,268	2,575
Weighted Average exercise price (cents), Exercisable
Options, Exercisable

Share Capital and Share Premium

12 Months Ended

Dec. 31, 2023

Share Capital and Share Premium [Abstract]

SHARE CAPITAL AND SHARE PREMIUM

13 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
Shares issued in the period:
At 31 December 2022				102,272,614			102			15,596			118,697
Shares issued in lieu of fees	$	.0001		450,000			1			300
Warrants Exercised	$	.0001		337,501			-			573
Issuance of Stock - ATM	$	.0001		27,629			-			23
At 31 December 2023				103,087,744			103			16,492			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. The Company has 103,087,744 shares in issue and holds 1,573,510 shares in treasury.

Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [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

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.

New and Revised Standards

Standards in effect in 2023

Basis of consolidation

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

Taxation

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

Research and development

Fair Value Measurement

Level 1 - valued using quoted prices in active markets for identical assets

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

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 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

Ordinary shares of the Company are classified as equity.

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

Impairment

Impairment of financial assets measured at amortized cost

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

General approach

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

Contingent Liabilities

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.

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

Share – based payments

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

Sub license income

Other intangible assets

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

Relassification of Prior Year Presentation

Finance Costs

12 Months Ended

Dec. 31, 2023

Finance Costs [Abstract]

FINANCE COSTS

9. FINANCE COSTS

	Year ended December 31,
	2023 $’000		2022 $’000			2021 $’000
Group
Finance Income
Loan Interest Received		1,154		32			-
Total finance income		1,154		32			-

Finance Expense
Finance charge accrued on convertible loan notes		-		-			163
Interest expense on lease liabilities		10		7			13
Fair Value loss on Investment		402		869			-
Total finance Expense		412		876			176
Net finance income/ (expense) recognized in Consolidated statements of operations and comprehensive loss		742		(844	)		(176	)

Financial Instruments

12 Months Ended

Dec. 31, 2023

Financial Instruments [Abstract]

FINANCIAL INSTRUMENTS

16. 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 summarized 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 minimizing 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 minimize 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 assesses 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 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:

	2023
$000	Less than 3 months		3 to 12 months		Total
Trade payables		2,223		1,914		4,137
Lease liabilities		34		104		138
Related party payables		-		-		-
Total		2,354		1,921		4,275

	2022
$000	Less than 3 months		3 to 12 months		Total
Trade payables		1,230		3,732		4,962
Lease liabilities		32		98		130
Related party payables		-		-		-
Total		1,262		3,830		5,092

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 Bank of America 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 as of year-end for either the year ended 31 December 2023 or 31 December 2022.

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 2023 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, 2023	Strengthening		Weakening
USD (5% movement)		467		(467	)

Remuneration of Key Management Personnel (Details) - Schedule of Remuneration of Key Management Personnel - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Schedule of Remuneration of Key Management Personnel [Line Items]

Directors’ fee

$ 829

$ 406

$ 448

Bonus

100

148

1,065

Salary

379

1,013

Share based payments

758

(1,946)

3,499

G. Cerrone [Member]

Schedule of Remuneration of Key Management Personnel [Line Items]

Directors’ fee

^[1]

717

296

330

Bonus

^[1]

100

148

855

Salary

^[1]

Share based payments

^[1]

562

624

Willy Simon [Member]

Schedule of Remuneration of Key Management Personnel [Line Items]

J Brancaccio [Member]

Schedule of Remuneration of Key Management Personnel [Line Items]

K. Shailubhai [Member]

Schedule of Remuneration of Key Management Personnel [Line Items]

Directors’ fee

Bonus

210

Salary

379

600

Share based payments

(145)

492

T Adams [Member]

Schedule of Remuneration of Key Management Personnel [Line Items]

413

$ (1,967)

$ 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.

Share Based Payments (Details) - Schedule of Share Option Plan - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Share Option Plan [Abstract]
Weighted Average exercise price, Outstanding beginning	$ 59	$ 90	$ 67
Options, Outstanding beginning	6,724	22,234	17,024
Weighted Average exercise price, Granted			$ 166
Options, Granted			5,210
Weighted Average exercise price, Forfeited/Cancelled	$ (44)	$ (92)
Options, Forfeited/Cancelled	(103)	(15,510)
Weighted Average exercise price, Exercised
Options, Exercised
Weighted Average exercise price, Outstanding ending	$ 62	$ 59	$ 90
Options, Outstanding ending	6,621	6,724	22,234
Weighted Average exercise price, Exercisable	$ 60	$ 58	$ 54
Options, Exercisable	2,829	2,732	7,616

Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 16, 2020
Related Party Transactions (Details) [Line Items]
Services agreement amount		$ 6	$ 7	$ 11
Initial payment					$ 120
Additional payment					$ 630
Milestone payment due			0	0
Related party cost	$ 2,000	$ 324
Interest rate	4.00%
Percentage of interest		20.00%
Principal amount		$ 2,000
Accrued interest		$ 1,150
Ordinary shares (in Shares)		2,100,000
Loan amount			1,056
Accrued interest			19
Bad debts		$ 0	295	295
Service total costs		1,324
Rasna Therapeutics Inc [Member]
Related Party Transactions (Details) [Line Items]
Interest amount		$ 75,000
Short term loan facility		16.00%
Payroll and rent charged		$ 416	206	106
OKYO Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Payroll and rent charged		398	274	42
Interest rate	16.00%
Gensignia Lifesceinecs Inc [Member]
Related Party Transactions (Details) [Line Items]
Payroll and rent charged		1,324	72	1,341
Bad debts			0
OKYO Pharma Ltd [Member]
Related Party Transactions (Details) [Line Items]
Services agreement amount		$ 199	$ 125	$ 98

Operating Loss

12 Months Ended

Dec. 31, 2023

Operating Loss [Abstract]

OPERATING LOSS

5. OPERATING LOSS

The Group’s operating losses are stated after charging/(crediting) the following:

	Year Ended December 31,
	2023 $’000		2022 $’000			2021 $’000
License fee		563		-			(1,047	)
Realization bonus		-		-			855
Depreciation of Property, plant and equipment		7		1			8
Depreciation (Right-of-use asset)		89		50			133
Foreign exchange (gains)/losses		1,519		(3,183	)		(1,899	)

License fees relating to 2020 were waived in 2021 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 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. No realization bonus is accounted for in year ended December 31, 2022.

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2023

Financial Instruments [Abstract]

Schedule of Financial Liabilities Based on Contractual Undiscounted Payments

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

	2023
$000	Less than 3 months		3 to 12 months		Total
Trade payables		2,223		1,914		4,137
Lease liabilities		34		104		138
Related party payables		-		-		-
Total		2,354		1,921		4,275

	2022
$000	Less than 3 months		3 to 12 months		Total
Trade payables		1,230		3,732		4,962
Lease liabilities		32		98		130
Related party payables		-		-		-
Total		1,262		3,830		5,092

Schedule of All Other Variables Remain Constant

This analysis assumes that all other variables remain constant.

	Profit or loss and equity
December 31, 2023	Strengthening		Weakening
USD (5% movement)		467		(467	)

Remuneration of Key Management Personnel (Details) - Schedule of Share Options were Granted to Directors - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Share Options were Granted to Directors [Line Items]
Number of share options	150,000		3,500,000
W.Simon [Member]
Schedule of Share Options were Granted to Directors [Line Items]
Number of share options	75,000
J. Brancaccio [Member]
Schedule of Share Options were Granted to Directors [Line Items]
Number of share options	75,000
T Adams [Member]
Schedule of Share Options were Granted to Directors [Line Items]
Number of share options			3,500,000

Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
ShareOptions	4,268
26 June 2014 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	26 June 2024
Exercise Price (in Dollars per share) \| $ / shares	$ 0.47
ShareOptions	1,831
30 April 2018 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	30 April 2028
Exercise Price (in Dollars per share) \| $ / shares	$ 1.1
ShareOptions	500
6 May 2020 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	5 May 2028
Exercise Price (in Dollars per share) \| $ / shares	$ 0.47
ShareOptions	3,690
23 July 2020 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	26 July 2030
Exercise Price (in Dollars per share) \| $ / shares	$ 2.11
ShareOptions	100
25 August 2020 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	24 August 2030
Exercise Price (in Dollars per share) \| $ / shares	$ 1.98
ShareOptions	500
Share Option [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
ShareOptions	6,621
01 August 2022 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	01 August 2032
Exercise Price (in Dollars per share) \| $ / shares	$ 0.74
ShareOptions	725
04 November 2022 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	04 November 2032
Exercise Price (in Dollars per share) \| $ / shares	$ 0.67
ShareOptions	1,850
14 March 2023 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	14 March 2033
Exercise Price (in Dollars per share) \| $ / shares	$ 0.57
ShareOptions	993
26 July 2023 [Member]
Share Based Payments (Details) - Schedule of Share Options Expiry Dates and Exercise Price [Line Items]
Expiry Date	26 July 2033
Exercise Price (in Dollars per share) \| $ / shares	$ 0.67
ShareOptions	700

Financial Commitments (Details)	12 Months Ended
Financial Commitments (Details)	Dec. 31, 2023 USD ($)
Financial Commitments (Details) [Line Items]
Development milestones	$ 2,000,000
Accrued of diligence obligations	750,000
Milestone payments	630,000
Commercial sale of a product	3,000,000
Phase II [Member]
Financial Commitments (Details) [Line Items]
Development milestones	1,000,000
Phase 3 [Member]
Financial Commitments (Details) [Line Items]
Development milestones	4,000,000
Phase II human [Member]
Financial Commitments (Details) [Line Items]
Development milestones	3,600,000
Milestone payments	300,000
Carcinoma [Member]
Financial Commitments (Details) [Line Items]
Development milestones	900,000
HCC [Member]
Financial Commitments (Details) [Line Items]
Development milestones	9,000,000
Breast Cancer [Member]
Financial Commitments (Details) [Line Items]
Development milestones	15,000,000
Phase I human [Member]
Financial Commitments (Details) [Line Items]
Development milestones	300,000
Milestone payments	300,000
Phase III human [Member]
Financial Commitments (Details) [Line Items]
Development milestones	1,500,000
Milestone payments	1,500,000
BLA [Member]
Financial Commitments (Details) [Line Items]
Development milestones	$ 2,000,000

Finance Costs (Tables)

12 Months Ended

Dec. 31, 2023

Finance Costs [Abstract]

Schedule of Finance Costs

	Year ended December 31,
	2023 $’000		2022 $’000			2021 $’000
Group
Finance Income
Loan Interest Received		1,154		32			-
Total finance income		1,154		32			-

Finance Expense
Finance charge accrued on convertible loan notes		-		-			163
Interest expense on lease liabilities		10		7			13
Fair Value loss on Investment		402		869			-
Total finance Expense		412		876			176
Net finance income/ (expense) recognized in Consolidated statements of operations and comprehensive loss		742		(844	)		(176	)

Investment in Related Party (Tables)

12 Months Ended

Dec. 31, 2023

Investment in Related Party [Abstract]

Schedule of Investment in Related Party

	Year ended December 31,
Group	2023			2022
	$000			$000
Investment in Accustem Sciences Inc		1,806			2,675
Movement in fair value		(969	)		(869	)
		837			1,806

Group	2023		2022
	$000		$000
Investment in Okyo Pharma Ltd		3,150		-
Movement in fair value		567		-
		3,717		-

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

LEASES

22. 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.

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.

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 2022, the Group entered into a new lease agreement for its London office. Any leases that have a term shorter than 12 months the Group has applied the exemption allowed by paragraph 5a in IFRS16 in respect of short – term leases.

Right-of-use assets	31 Dec 2023			31 Dec 2022
	$000			$000
At 1 January		372			448
Depreciation		(104	)		(50	)
Disposal of lease		-			-
Exchange differences		15			(26	)
		283			372

Lease Liabilities	31 Dec 2023			31 Dec 2022
	$000			$000
At 1 January		365			448
Interest expense		10			6
Lease payments		(119	)		(61	)
Exchange differences		(9	)		(28	)
		247			365

Lease liabilities are presented in the consolidated statement of financial; position as follows:

	31 Dec 2023		31 Dec 2022
	$000		$000
Current		138		122
Non-current		109		243
		247		365

The lease liabilities are secured by the related underlying assets. Future minimum lease payments as of 31 December 2023 were as follows:

	Minimum lease payment due
	Within 1 year			1-2 years			2-5 years		Over 5 years		Total
Lease payments		148			111			-		-		259
Finance Charges		(10	)		(2	)		-		-		(12	)
Net Present Values		138			109			-		-		247

Capital Risk Management

12 Months Ended

Dec. 31, 2023

Capital Risk Management [Abstract]

CAPITAL RISK MANAGEMENT

17. 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 consolidated 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 maximize shareholder value through the optimization 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.

Share Based Payments

12 Months Ended

Dec. 31, 2023

Share Based Payments [Abstract]

SHARE BASED PAYMENTS

14. 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. The Company is currently operating two plans (Tiziana Life Sciences PLC) Share Option Plan which is closed for any new issuances and the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan.

Tiziana Life Sciences PLC Share Option Plan

	2023						2022 Restated						2021
	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		59			6,724			90			22,234			67		17,024
Granted		-			-			-			-			166		5,210
Forfeited/Cancelled		(44	)		(103	)		(92	)		(15,510	)		-		-
Exercised		-			-			-			-			-		-

Outstanding at 31 December		62			6,621			59			6,724			90		22,234

Exercisable at 31 December		60			2,829			58			2,732			54		7,616

No options were exercised during 2023, 2022 or 2021.

The total outstanding fair value charge of the share option instruments is deemed to be approximately $2,602k (2022: $3,223k (restated), 2021: $12,339k).

Under the Tiziana Life Sciences PLC Share Option Plan, the total expense recognized for the year ending 31 December 2023 arising from share – based payment transactions under the Tiziana Life Sciences PLC Share Option Plan is $703k of which $51k relates to forfeitures during the year (2022 $1,199k, 2021: $5,173k).

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 at 31 December 2023 (’000)
26 June 2014	26 June 2024	$	0.47		1,831
30 April 2018	30 April 2028	$	1.10		500
6 May 2020	5 May 2028	$	0.47		3,690
23 July 2020	26 July 2030	$	2.11		100
25 August 2020	24 August 2030	$	1.98		500
Total					6,621

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, 2023, applying the assumptions below.

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

The Company has estimated a forfeiture rate of zero.

The model inputs for options granted during the year ended 31 December 2022 valued under the Black-Scholes-Merton model included:

	4 November 2022		1 August 2022

Grant date share price	$	0.679	$	0.741
Exercise share price	$	0.679	$	0.741
Risk free rate		-0.10% to -0.02%		0.32% to 0.65%
Expected volatility		99% to 122%		90% to 126%
Option life		10 years		10 years
Weighted average share price	$	0.67	$	0.741
Weighted average fair value per share option	$	0.690	$	0.690

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 values 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 recognized 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 recognized 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.

Tiziana Life Sciences Ltd Share Option Plan

	2023						2022
	Weighted						Weighted
	Average exercise price (cents)			Options (’000)			Average exercise price (cents)		Options (’000)

Outstanding at 1 January		69			2,575			-		-
Granted		61			1,753			69		2,575
Forfeited/Cancelled		(57	)		(60	)		-		-
Exercised		-			-			-		-

Outstanding at 31 December		73			4,268			69		2,575

Exercisable at 31 December		-			-			-		-

No options were exercised during 2023, 2022 or 2021.

The total outstanding fair value charge of the share option instruments is deemed to be approximately $974k (2022: $1,176k)

Under the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan, the total expenses recognized for the year ending 31 December 2023 arising from share - based payment transactions are $1,019k, not including a charge of $57k for forfeitures during the year. (2022:$332k)

	26 July 2023			14 March 2023

Grant date share price	$	0.67		$	0.57
Exercise share price	$	0.67		$	0.57
Risk free rate		3.88	%		3.88	%
Expected volatility		118	%		119	%
Option life		10 years			10 years
Weighted average share price	$	0.67		$	0.57
Weighted average fair value per share option	$	0.67		$	0.57

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 2023 (’000)
01 August 2022	01 August 2032	$	0.74		725
04 November 2022	04 November 2032	$	0.67		1,850
14 March 2023	14 March 2033	$	0.57		993
26 July 2023	26 July 2033	$	0.67		700
Total					4,268

Group and Company Warrants

No warrants were issued in 2022 or 2023. For warrants issued in 2020, the Directors have estimated the fair value of the warrants using the Black-Scholes valuation model and assumptions below:

	21 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	%

	2023 $000			2022 $000		2021 $000

Outstanding at 1 January		697			697		697
Exercised		(438	)		-		-
Expired		(259	)		-		-

Outstanding at 31 December		-			697		697

No share-based payment charges relating to warrants were recorded during 2023, 2022 or 2021. Approximately $26K of share-based payment charges are included in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.

Share Capital and Share Premium (Details)	12 Months Ended
Share Capital and Share Premium (Details)	Dec. 31, 2023 $ / shares shares
Share Capital and Share Premium [Abstract]
Par value (in Dollars per share) \| $ / shares	$ 0.001
Shares issued	103,087,744
Treasury shares	1,573,510

Segmental Reporting

12 Months Ended

Dec. 31, 2023

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 consolidated financial statements.

Trade and Other Payables (Details) - Schedule of Trade and Other Payables - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule of Trade and Other Payables [Abstract]
Trade payables	$ 4,137	$ 4,962
Accruals	2,250	1,570
Total	$ 6,387	$ 6,532

Share Based Payments (Details) - Schedule of Model Inputs for Options Granted Under the Black Scholes Valuation Model	Jul. 26, 2023 $ / shares	Mar. 14, 2023 $ / shares	Nov. 04, 2022 $ / shares	Aug. 01, 2022 $ / shares	Jun. 01, 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 Dollars per share and Pounds per share) \| (per share)	$ 0.67	$ 0.57	$ 0.679	$ 0.741	£ 1.15
Exercise share price (in Dollars per share and Pounds per share) \| (per share)	$ 0.67	$ 0.57	$ 0.679	$ 0.741	£ 0.7
Risk free rate	3.88%	3.88%			0.04%
Expected volatility	118.00%	119.00%			111.00%
Option life	10 years	10 years	10 years	10 years
Weighted average share price (in Dollars per share) \| $ / shares	$ 0.67	$ 0.57	$ 0.67	$ 0.741
Weighted average fair value per share option (in Dollars per share) \| $ / shares	$ 0.67	$ 0.57	$ 0.69	$ 0.69
Bottom of range [member]
Share Based Payments (Details) - Schedule of Model Inputs for Options Granted Under the Black Scholes Valuation Model [Line Items]
Grant date share price (in Dollars per share and Pounds per share)						£ 0.43
Exercise share price (in Dollars per share and Pounds per share)						£ 0.42
Risk free rate			0.10%	0.32%		0.64%
Expected volatility			99.00%	90.00%		61.70%
Top of range [member]
Share Based Payments (Details) - Schedule of Model Inputs for Options Granted Under the Black Scholes Valuation Model [Line Items]
Grant date share price (in Dollars per share and Pounds per share)						£ 0.43
Exercise share price (in Dollars per share and Pounds per share)						£ 0.35
Risk free rate			0.02%	0.65%		0.40%
Expected volatility			122.00%	126.00%		84.70%

Financial Instruments (Details) - Schedule of Financial Liabilities Based on Contractual Undiscounted Payments - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Financial Instruments (Details) - Schedule of Financial Liabilities Based on Contractual Undiscounted Payments [Line Items]
Trade payables	$ 4,137	$ 4,962
Lease liabilities	138	130
Related party payables
Total	4,275	5,092
Less than 3 months [Member]
Financial Instruments (Details) - Schedule of Financial Liabilities Based on Contractual Undiscounted Payments [Line Items]
Trade payables	2,223	1,230
Lease liabilities	34	32
Related party payables
Total	2,354	1,262
3 to 12 months [Member]
Financial Instruments (Details) - Schedule of Financial Liabilities Based on Contractual Undiscounted Payments [Line Items]
Trade payables	1,914	3,732
Lease liabilities	104	98
Related party payables
Total	$ 1,921	$ 3,830

Share Capital and Share Premium (Tables)

12 Months Ended

Dec. 31, 2023

Share Capital and Share Premium [Abstract]

Schedule of Share Capital Arising on the Share for Share Exchange

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
Shares issued in the period:
At 31 December 2022				102,272,614			102			15,596			118,697
Shares issued in lieu of fees	$	.0001		450,000			1			300
Warrants Exercised	$	.0001		337,501			-			573
Issuance of Stock - ATM	$	.0001		27,629			-			23
At 31 December 2023				103,087,744			103			16,492			118,697

Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policie Abstract

Schedule of Estimated Useful Lives for the Current Period and the Comparative Period

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

Treasury Shares (Details) - USD ($) $ in Thousands	12 Months Ended
Treasury Shares (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2023
Treasury Shares (Details) [Line Items]
Shares purchases	1,683,544
Total shares (in Dollars)	$ 1,320	$ 1,574
Fully paid		254,000
NASDAQ Stock Exchange [Member]
Treasury Shares (Details) [Line Items]
Total shares (in Dollars)	$ 1,320

General Information

12 Months Ended

Dec. 31, 2023

General Information [Abstract]

GENERAL INFORMATION

1. GENERAL INFORMATION

Tiziana Life Sciences Ltd, (the “company”) is a public limited company incorporated in Bermuda and at the year-end is 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 that specializes in the development of transformative therapies for neurodegenerative and lung diseases. Our clinical pipeline includes drug assets for Secondary Progressive Multiple Sclerosis, ALS. Alzheimer’s, Crohn’s Disease and KRAS+ NSCLC.

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

Other (expense)/ Income

12 Months Ended

Dec. 31, 2023

Other (expense)/ Income [Abstract]

OTHER (EXPENSE)/ INCOME

4 OTHER (EXPENSE)/ INCOME

The Group’s other (expense)/ income is made up of the following:

	Year Ended December 31,
	2023 $’000		2022 $’000		2021 $’000

Sublicense income		-		-		750
Other Income (see note 19)		-		33		143
Total other income/(expense)		-		33		893

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

Consolidated Statements of Shareholders’ Equity - USD ($) $ in Thousands	Share Capital	Share Premium	Share Based Payment Reserve (Options)	Share Based Payment Reserve (warrants)	Merger Reserve	Treasury Shares	Retained Earnings	Shares to be issued Reserve	Translation Reserve	Total
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
Share based payment charge (options)			5,173							5,173
Shares issued in lieu of cash realization bonus	3	14,837						(13,503)	(482)	855
Total transactions with owners	5	15,596	5,173					(13,503)	(482)	6,789
Loss for Period	0						(23,417)			(23,417)
Translation									(4,478)	(4,478)
Total comprehensive loss							(23,417)		(4,478)	(27,895)
Balance at Dec. 31, 2021	102	15,596	13,797	697	118,697		(108,063)		454	41,280
Treasury Shares						(1,320)				(1,320)
Options forfeited/cancelled in the year			(3,221)							(3,221)
Reclass of FV for options forfeited/Cancelled			(7,197)				7,197
Share based payment charge (options)			1,811							1,811
Total transactions with owners			(8,607)				7,197			(1,410)
Loss for Period							(15,397)			(15,397)
Translation									(3,582)	(3,582)
Total comprehensive loss							(15,397)		(3,582)	(18,979)
Balance at Dec. 31, 2022	102	15,596	5,190	697	118,697	(1,320)	(116,263)		(3,128)	19,571
Options forfeited/cancelled in the year			(39)							(39)
Reclass of FV for options forfeited/Cancelled			(19)				19
Issuance of Stock	1	323								324
Warrants Exercised in the year		573		(438)						135
Warrants Forfeited in the year				(259)			259
Buyback of Treasury Shares						(254)				(254)
Shares to be issued in lieu of directors fees and cash bonus								225		225
Share based payment charge (options)			1,773							1,773
Total transactions with owners	1	896	1,715	(697)		(254)	278			2,164
Loss for Period							(17,691)			(17,691)
Translation									1,492	1,492
Total comprehensive loss							(17,691)		1,492	(16,199)
Balance at Dec. 31, 2023	$ 103	$ 16,492	$ 6,905	$ 0	$ 118,697	$ (1,574)	$ (133,676)	$ 225	$ (1,636)	$ 5,536

Investment in Related Party

12 Months Ended

Dec. 31, 2023

Investment in Related Party [Abstract]

INVESTMENT IN RELATED PARTY

19. INVESTMENT IN RELATED PARTY

	Year ended December 31,
Group	2023			2022
	$000			$000
Investment in Accustem Sciences Inc		1,806			2,675
Movement in fair value		(969	)		(869	)
		837			1,806

The share price of Accustem as of December 31, 2023 was $.63, which has resulted in the recognition of a fair value loss of $1,049k. This has been measured using the Level 1per IFRS 13 fair value hierarchy. Accustem Sciences Inc is listed on the OTC markets and is run by a separate management team which is independent of the Tiziana management team. Tiziana is therefore not able to assert significant influence over Accustem Sciences Inc.

Group	2023		2022
	$000		$000
Investment in Okyo Pharma Ltd		3,150		-
Movement in fair value		567		-
		3,717		-

The Group acquired 2.1m shares of Okyo Pharma Ltd. on October 23, 2023 which is a 15.57% ownership. The share price of Okyo Pharma Ltd as of December 31, 2023 was $1.77, which has resulted in the recognition of a fair value gain of $567k. This has been measured using the Level 1per IFRS 13 fair value hierarchy. Okyo Pharma Ltd is listed on the OTC markets and is run by a separate management team which is independent of the Tiziana management team. Tiziana is therefore not able to assert significant influence over Okyo Sciences Inc.

Treasury Shares

12 Months Ended

Dec. 31, 2023

Treasury Shares [Abstract]

TREASURY SHARES

20. TREASURY SHARES

The company acquired 1,683,544 of its own shares through purchases on the NASDAQ stock exchange during the year ended December 31, 2022. The amount paid to acquire the shares totaled $1,320k, and the shares are held as “treasury shares”. The Company has the right to reissue these shares later. All shares issued by the Company are fully paid. In 2023 there was $254k in buybacks.

Employees (Tables)

12 Months Ended

Dec. 31, 2023

Employees [Abstract]

Schedule of Employees

	Year ended December 31,
	2023 $’000		2022 $’000			2021 $’000
Staff costs comprised:
Directors’ salaries (including bonus)		929		554			2,526
Employees’ wages, salaries and bonus		1,777		2,014			1,856
Social security costs		136		135			176
Recruitment fees		24		197			242
Share based payment (credit) / charge		1,730		(1,410	)		5,173
		4,596		1,490			9,973
The average monthly number of employees, including directors, employed by the group during the year was:
Research and development		3		3			8
Corporate and administration		6		6			5
		9		9			13

Taxation (Tables)

12 Months Ended

Dec. 31, 2023

Taxation [Abstract]

Schedule of Taxation

	Year Ended December 31,
	2023 $’000			2022 $’000			2021 $’000
Group
Current year tax (credit)		449			-			(3,255	)
Adjustments due to prior periods		-			-			(15	)
Total tax (credit) for the period		449			-			(3,240	)

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		(17,242	)		(15,397	)		(26,657	)
Loss charged at standard rate of corporation tax 23.52% 2023 19%2021/22		(4,055	)		(2,926	)		(5,065	)
Movement in unrecognized deferred tax		3,194			2,319			1,722
Expenses not deductible for taxation		3,961			1,036			1,550
Adjustments due to prior periods		449			-			(15	)
Research and development claim		-			-			(1,401	)
Income not taxable for tax purposes		(3,113	)		(495	)		(61	)
Fixed asset differences		-			(1	)		-
Current Tax - Other		13			-			-
Adjustments to brought forward values		-			67			-
Consolidation adjustment in relation to foreign exchange movements		-			-			-
		449			-			(3,240	)

Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Profit or loss [abstract]
Diluted loss per share attributable to common shareholders	$ (0.17)	$ (0.15)	$ (0.24)

Contingent Liabilities

12 Months Ended

Dec. 31, 2023

Contingent Liabilities [Abstract]

CONTINGENT LIABILITIES

24. CONTINGENT LIABILITIES

The group from time to time is involved in legal proceedings, none of which have given rise to contingent liabilities. Contingencies arising in the ordinary course of business, for which no security has been given, are not expected to result in any material financial loss.

Taxation

12 Months Ended

Dec. 31, 2023

Taxation [Abstract]

TAXATION

10. TAXATION

	Year Ended December 31,
	2023 $’000			2022 $’000			2021 $’000
Group
Current year tax (credit)		449			-			(3,255	)
Adjustments due to prior periods		-			-			(15	)
Total tax (credit) for the period		449			-			(3,240	)

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		(17,242	)		(15,397	)		(26,657	)
Loss charged at standard rate of corporation tax 23.52% 2023 19%2021/22		(4,055	)		(2,926	)		(5,065	)
Movement in unrecognized deferred tax		3,194			2,319			1,722
Expenses not deductible for taxation		3,961			1,036			1,550
Adjustments due to prior periods		449			-			(15	)
Research and development claim		-			-			(1,401	)
Income not taxable for tax purposes		(3,113	)		(495	)		(61	)
Fixed asset differences		-			(1	)		-
Current Tax - Other		13			-			-
Adjustments to brought forward values		-			67			-
Consolidation adjustment in relation to foreign exchange movements		-			-			-
		449			-			(3,240	)

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 relate 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 have been recognized for the year ended December 31, 2023 is $18,137k (2022 is $15,011k; 2021; $11,591k).

Loss Per Share (Details) - Schedule of Basic Loss Per Share - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Basic Loss Per Share [Abstract]
(Loss) attributable to equity holders of the company ($000)	$ (17,691)	$ (15,397)	$ (23,417)
Weighted average number of ordinary shares in issue	102,471,016	101,526,389	97,932,055
Basic loss per share (cents per share)	$ (17.3)	$ (15.2)	$ (23.9)

- Definition

The total of income less expenses from continuing and discontinued operations, excluding the components of other comprehensive income. [Refer: Other comprehensive income]

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 7
-IssueDate 2023-01-01
-Paragraph 18
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=7&code=ifrs-tx-2023-en-r&anchor=para_18_b&doctype=Standard
-URIDate 2023-03-23

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 1
-IssueDate 2023-01-01
-Paragraph 32
-Subparagraph a
-Clause ii
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=1&code=ifrs-tx-2023-en-r&anchor=para_32_a_ii&doctype=Standard
-URIDate 2023-03-23

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 1
-IssueDate 2023-01-01
-Paragraph 24
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=1&code=ifrs-tx-2023-en-r&anchor=para_24_b&doctype=Standard
-URIDate 2023-03-23

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 28
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_28_b&doctype=Standard
-URIDate 2023-03-23

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name IFRS
-Number 8
-IssueDate 2023-01-01
-Paragraph 23
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=8&code=ifrs-tx-2023-en-r&anchor=para_23&doctype=Standard
-URIDate 2023-03-23

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 12
-IssueDate 2023-01-01
-Paragraph B10
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=12&code=ifrs-tx-2023-en-r&anchor=para_B10_b&doctype=Appendix&subtype=B
-URIDate 2023-03-23

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Name IFRS
-Number 17
-IssueDate 2023-01-01
-Paragraph 113
-Subparagraph b
-URI https://taxonomy.ifrs.org/xifrs-link?type=IFRS&num=17&code=ifrs-tx-2023-en-r&anchor=para_113_b&doctype=Standard
-URIDate 2023-03-23

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 81A
-Subparagraph a
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_81A_a&doctype=Standard
-URIDate 2023-03-23

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Name IAS
-Number 1
-IssueDate 2023-01-01
-Paragraph 106
-Subparagraph d
-Clause i
-URI https://taxonomy.ifrs.org/xifrs-link?type=IAS&num=1&code=ifrs-tx-2023-en-r&anchor=para_106_d_i&doctype=Standard
-URIDate 2023-03-23

+ Details

Taxation (Details) - Schedule of Taxation (Parentheticals)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Taxation [Abstract]
Standard rate of corporation tax	23.52%	19.00%	19.00%

Investment in Related Party (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions	12 Months Ended
	Dec. 31, 2023	Oct. 23, 2023
Investment in Related Party (Details) [Line Items]
Finance expense	$ 804
Acquired shares	2.1
Ownership percentage		15.57%
Accustem [Member]
Investment in Related Party (Details) [Line Items]
Share price	$ 63
Finance expense	$ 1,049
OKYO Pharma Ltd [Member]
Investment in Related Party (Details) [Line Items]
Share price	$ 1.77
Finance expense	$ 567

Financial Instruments (Details) - Schedule of All Other Variables Remain Constant (Parentheticals) - USD [Member]	12 Months Ended
	Dec. 31, 2023
Financial Instruments (Details) - Schedule of All Other Variables Remain Constant (Parentheticals) [Line Items]
Movement percentage Strengthening	5.00%
Movement percentage Weakening	5.00%

Share Based Payments (Tables)

12 Months Ended

Dec. 31, 2023

Share Based Payments [Abstract]

Schedule of Share Option Plan

Tiziana Life Sciences PLC Share Option Plan

	2023						2022 Restated						2021
	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		59			6,724			90			22,234			67		17,024
Granted		-			-			-			-			166		5,210
Forfeited/Cancelled		(44	)		(103	)		(92	)		(15,510	)		-		-
Exercised		-			-			-			-			-		-

Outstanding at 31 December		62			6,621			59			6,724			90		22,234

Exercisable at 31 December		60			2,829			58			2,732			54		7,616

Schedule of Share Options Expiry Dates and Exercise Price

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 at 31 December 2023 (’000)
26 June 2014	26 June 2024	$	0.47		1,831
30 April 2018	30 April 2028	$	1.10		500
6 May 2020	5 May 2028	$	0.47		3,690
23 July 2020	26 July 2030	$	2.11		100
25 August 2020	24 August 2030	$	1.98		500
Total					6,621

Grant Date	Expiry Date	Exercise Price		Share Options as at 31 December 2023 (’000)
01 August 2022	01 August 2032	$	0.74		725
04 November 2022	04 November 2032	$	0.67		1,850
14 March 2023	14 March 2033	$	0.57		993
26 July 2023	26 July 2033	$	0.67		700
Total					4,268

Schedule of Model Inputs for Options Granted Under the Black Scholes Valuation Model

The model inputs for options granted during the year ended 31 December 2022 valued under the Black-Scholes-Merton model included:

	4 November 2022		1 August 2022

Grant date share price	$	0.679	$	0.741
Exercise share price	$	0.679	$	0.741
Risk free rate		-0.10% to -0.02%		0.32% to 0.65%
Expected volatility		99% to 122%		90% to 126%
Option life		10 years		10 years
Weighted average share price	$	0.67	$	0.741
Weighted average fair value per share option	$	0.690	$	0.690

	26 July 2023			14 March 2023

Grant date share price	$	0.67		$	0.57
Exercise share price	$	0.67		$	0.57
Risk free rate		3.88	%		3.88	%
Expected volatility		118	%		119	%
Option life		10 years			10 years
Weighted average share price	$	0.67		$	0.57
Weighted average fair value per share option	$	0.67		$	0.57

	21 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 Equity Incentive Plan

	2023						2022
	Weighted						Weighted
	Average exercise price (cents)			Options (’000)			Average exercise price (cents)		Options (’000)

Outstanding at 1 January		69			2,575			-		-
Granted		61			1,753			69		2,575
Forfeited/Cancelled		(57	)		(60	)		-		-
Exercised		-			-			-		-

Outstanding at 31 December		73			4,268			69		2,575

Exercisable at 31 December		-			-			-		-

Schedule of Estimated the Fair Value of Warrants Using

	2023 $000			2022 $000		2021 $000

Outstanding at 1 January		697			697		697
Exercised		(438	)		-		-
Expired		(259	)		-		-

Outstanding at 31 December		-			697		697

Critical Accounting Judgement

12 Months Ended

Dec. 31, 2023

Critical Accounting Judgement [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 consolidated 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 Company utilizes 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.

Trade and Other Payables

12 Months Ended

Dec. 31, 2023

Trade and Other Payables [Abstract]

TRADE AND OTHER PAYABLES

18. TRADE AND OTHER PAYABLES

	Year ended December 31,
Group	2023		2022
	$000		$000
Trade payables		4,137		4,962
Accruals		2,250		1,570
		6,387		6,532

Document And Entity Information	12 Months Ended
Document And Entity Information	Dec. 31, 2023 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	103,087,744
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, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Entity Emerging Growth Company	false
Entity Shell Company	false
ICFR Auditor Attestation Flag	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 Financial Statement Error Correction [Flag]	false
Document Accounting Standard	International Financial Reporting Standards
Auditor Firm ID	2814
Auditor Name	PKF Littlejohn 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	Chief Financial Officer
Entity Address, Address Line Two	14-15 Conduit Street
Entity Address, City or Town	LondonW1S
Entity Address, Postal Zip Code	2XJ
Entity Address, Country	GB
Contact Personnel Name	Keeren Shah
City Area Code	+44
Local Phone Number	20 7495 2379

Accounting Policies (Details) - Schedule of Estimated Useful Lives for the Current Period and the Comparative Period	12 Months Ended
	Dec. 31, 2023
Fixtures and fittings [Member]
Schedule of Estimated Useful Lives for the Current Period and the Comparative Period [Line Items]
Estimated useful lives	5 years
IT and equipment [Member]
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]
Schedule of Estimated Useful Lives for the Current Period and the Comparative Period [Line Items]
Right of use asset	Economic life of contractual relationship

Leases (Details) - Schedule of Future Minimum Lease Payments $ in Thousands	Dec. 31, 2023 USD ($)
Leases (Details) - Schedule of Future Minimum Lease Payments [Line Items]
Lease payments	$ 259
Finance Charges	(12)
Net Present Values	247
Within 1 year [Member]
Leases (Details) - Schedule of Future Minimum Lease Payments [Line Items]
Lease payments	148
Finance Charges	(10)
Net Present Values	138
1-2 years [Member]
Leases (Details) - Schedule of Future Minimum Lease Payments [Line Items]
Lease payments	111
Finance Charges	(2)
Net Present Values	109
2-5 years [Member]
Leases (Details) - Schedule of Future Minimum Lease Payments [Line Items]
Lease payments
Finance Charges
Net Present Values
Over 5 years [Member]
Leases (Details) - Schedule of Future Minimum Lease Payments [Line Items]
Lease payments
Finance Charges
Net Present Values

Financial Instruments (Details) - Schedule of All Other Variables Remain Constant - USD [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Financial Instruments (Details) - Schedule of All Other Variables Remain Constant [Line Items]
Profit or loss and equity, Strengthening	$ 467
Profit or loss and equity, Weakening	$ (467)

Leases (Details) - Schedule of Right-of-Use Assets and Lease Liabilities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Right-of-Use Assets and Lease Liabilities [Abstract]
At 1 January	$ 372	$ 448
Depreciation	(104)	(50)
Disposal of lease
Exchange differences	15	(26)
Right-of-use assets	283	372
At 1 January	365	448
Interest expense	10	6
Lease payments	(119)	(61)
Exchange differences	(9)	(28)
Lease Liabilities	$ 247	$ 365

Other (expense)/ Income (Details) - Schedule of Other (Expense)/ Income - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Other Income [Abstract]
Sublicense income			$ 750
Other Income (see note 19)		33	143
Total other income/(expense)		$ 33	$ 893

Leases (Details) - Schedule of Consolidated Statement of Financial - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Schedule Of Consolidated Statement Of Financial [Abstract]
Current	$ 138	$ 122
Non-current	109	243
Lease Liabilities	$ 247	$ 365

Employees (Details) - Schedule of Employees - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Staff costs comprised:
Directors’ salaries (including bonus)	$ 929	$ 554	$ 2,526
Employees’ wages, salaries and bonus	1,777	2,014	1,856
Social security costs	136	135	176
Recruitment fees	24	197	242
Share based payment (credit) / charge	1,730	(1,410)	5,173
Employees, total	4,596	1,490	9,973
The average monthly number of employees, including directors, employed by the group during the year was:
Research and development	3	3	8
Corporate and administration	6	6	5
Total	$ 9	$ 9	$ 13

Accounting Policies (Details) $ in Thousands	1 Months Ended	12 Months Ended
Accounting Policies (Details) $ in Thousands	Sep. 30, 2021 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Accumulated loss		$ 134
Net loss		$ (17,691)	$ (15,397)	$ (23,417)
Cash surplus		12 months
Number of operating segment		1
Upfront payment	$ 750
Finance expense		$ 804

- Definition

The total of income less expenses from continuing and discontinued operations, excluding the components of other comprehensive income. [Refer: Other comprehensive income]

+ References

+ Details

Share Based Payments (Details) - Schedule of Estimated the Fair Value of Warrants Using - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Schedule of Estimated the Fair Value of Warrants Using [Abstract]
Outstanding beginning	$ 697	$ 697	$ 697
Exercised	(438)
Expired	(259)
Outstanding ending		$ 697	$ 697

Trade and Other Payables (Tables)

12 Months Ended

Dec. 31, 2023

Trade and Other Payables [Abstract]

Schedule of Trade and Other Payables

	Year ended December 31,
Group	2023		2022
	$000		$000
Trade payables		4,137		4,962
Accruals		2,250		1,570
		6,387		6,532

Operating Loss (Tables)

12 Months Ended

Dec. 31, 2023

Operating Loss [Abstract]

Schedule of Operating Losses

The Group’s operating losses are stated after charging/(crediting) the following:

	Year Ended December 31,
	2023 $’000		2022 $’000			2021 $’000
License fee		563		-			(1,047	)
Realization bonus		-		-			855
Depreciation of Property, plant and equipment		7		1			8
Depreciation (Right-of-use asset)		89		50			133
Foreign exchange (gains)/losses		1,519		(3,183	)		(1,899	)

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 ($)
Operating Loss [Abstract]
Realization bonus payable			$ 13.5
Raising funds	$ 28.0	£ 20
Accrued amount due				$ 0.9

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 1,183	$ 18,122
Prepayments and other receivables	223	300
Taxation receivable	3,793	4,246
Related party receivables	2,138	1,614
Total current assets	7,337	24,282
Non – Current Assets:
Property and equipment, net	10	17
Right of use asset	283	372
Intangible asset
Investment in related party	4,554	1,806
Total non-current assets	4,847	2,195
Total assets	12,184	26,477
Current liabilities:
Accounts payable and accrued expenses	6,387	6,532
Lease Liability	138	122
Other liabilities	14	9
Total current liabilities	6,539	6,663
Lease Liability (Non-Current)	109	243
Total liabilities	6,648	6,906
Called up share capital (103,087,744 shares are issued and outstanding; 2022: 102,272,614)	103	102
Share premium	16,492	15,596
Share based payment reserve – Options	6,905	5,190
Share based payment reserve – warrants		697
Merger relief reserve	118,697	118,697
Treasury shares	(1,574)	(1,320)
Shares to be issued reserve	225
Translation reserve	(1,636)	(3,128)
Retained earnings	(133,676)	(116,263)
Total shareholders’ equity	5,536	19,571
Total liabilities and shareholders’ equity	$ 12,184	$ 26,477