UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
December 2018
Commission File Number: 0001723069
Tiziana Life Sciences plc
(Exact Name of Registrant as Specified in Its Charter)
3rd Floor,
11-12 St James’s Square
London SW1Y 4LB
United Kingdom
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On December 11, 2018, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service (“RNS”) announcement in the United Kingdom disclosing details of the exercise of warrants by existing warrant holders and associated issue by the Company of 54,000 ordinary shares of nominal value £0.03 each, providing the Company with gross proceeds of £41,566.68 (the “RNS”).
The RNS is furnished herewith as Exhibit 99.1 to this Report on Form 6-K. The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIZIANA LIFE SCIENCES PLC | |||
| Date: December 11, 2018 | By: | /s/ Kunwar Shailubhai | |
| Name: | Kunwar Shailubhai | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Regulatory News Service Announcement, dated December 11, 2018 |
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Exhibit 99.1
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR
THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
Tiziana Life Sciences plc
(“Tiziana” or the “Company”)
Exercise of Warrants & Issue of Equity
New York/London, 11 December 2018 - Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS), a biotechnology company focusing on the discovery and development of innovative therapeutics for inflammation and oncology indications, announces that further to its announcement regarding a temporary reduction to exercise prices of outstanding warrants issued on 20 November 2018, it has received a notification from warrant holders to exercise warrants over 54,000 ordinary shares of nominal value £0.03 each in the capital of the Company (“Ordinary Shares”) at an exercise price in the amounts specified below, providing the Company with gross proceeds of £41,566.68.
| Number of Warrants | Current Exercise Price | Proposed New Exercise Price | Amount raised | |||
| 30,000 | £1.05 per share | £0.75 | £22,500.00 | |||
| 17,334 | £2.50 per share | £0.80 | £13,867.20 | |||
| 3,333 | £1.60 per share | £0.78 | £2,599.74 | |||
| 3,333 | £1.60 per share | £0.78 | £2,599.74 | |||
| 54,000 | £41,566.68 |
Application will be made to the London Stock Exchange to admit the 54,000 new Ordinary Shares to trading on AIM. Admission of the new Ordinary Shares is expected to occur on or around 14 December 2018 (“Admission”). The new Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the issued share capital of the Company will be 136,463,818 Ordinary Shares and this figure may be used by shareholders as a denominator for the calculations by which they will determine if they are required to notify their interest in, or change to their interest, the Company, under the Disclosure Guidance and Transparency Rules published by the UK Financial Conduct Authority. There are no Ordinary Shares held in treasury. Each Ordinary Share entitles the holder to a single vote at general meetings of the Company.
The person who arranged for release of this announcement on behalf of the Company was Tiziano Lazzaretti, Chief Financial Officer of Tiziana.
About Tiziana Life Sciences
Tiziana Life Sciences plc is a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology. In addition to Milciclib, the Company is also developing Foralumab for liver diseases. Foralumab is the only fully human anti-CD3 monoclonal antibody in clinical development in the world. This Phase 2 compound has potential application in a wide range of autoimmune and inflammatory diseases, such as nonalcoholic steatohepatitis (NASH), primary biliary cholangitis (PBS), ulcerative colitis, multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable.
For further enquiries:
| Tiziana Life Sciences plc | +44 (0)20 7493 2853 |
| Gabriele Cerrone, Chairman and founder | |
| Cairn Financial Advisers LLP (Nominated adviser) | +44 (0)20 7213 0883 |
| Liam Murray / Jo Turner |
|
Stockdale Securities Limited (Broker) Andy Crossley / Antonio Bossi |
+44 (0)20 7601 6125 |