UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 2019
Commission File Number: 0001723069
Tiziana Life Sciences plc
(Exact Name of Registrant as Specified in Its Charter)
3rd Floor,
11-12 St James’s Square
London SW1Y 4LB
United Kingdom
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On October 30, 2019, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom Reporting a Change to ADS ratio (the “RNS Announcement”).
The RNS Announcement is furnished herewith as Exhibit 99.1 to this Report on Form 6-K. The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
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: October 30, 2019 | By: | /s/ Kunwar Shailubhai | |
| Name: | Kunwar Shailubhai | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Regulatory News Service Announcement, dated October 30, 2019 |
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Exhibit 99.1
Tiziana Life Sciences plc
Change to ADS ratio
London, 30 October 2019 - Tiziana Life Sciences plc (“Tiziana”, AIM: TILS, NASDAQ: TLSA), announces a ratio change to its sponsored Level I American Depositary Receipt (“ADR”) programme.
The former ratio of ten (10) ordinary shares to one (1) American Depositary Share (“ADS”) has been changed to five (5) ordinary shares per one (1) ADS effective on 29 October 2019. There will be no change to the underlying ordinary shares.
| ADR record date: | 21 October 2019 |
| ADR payment date: | 28 October 2019 |
| ADR effective date: | 29 October 2019 |
| Symbol: | TLSA |
| Traded: | NASDAQ |
| CUSIP: | 88875G101 |
| Old Ratio: | 1 ADR: 10 ordinary Shares |
| New Ratio: | 1 ADR: 5 ordinary Shares |
| Underlying ISIN: | GB00BKWNZY55 |
| Country of incorporation: | United Kingdom |
| Depositary: | J.P. Morgan Chase Bank, N.A. |
| Custodian: | J.P. Morgan Chase Bank, London |
To effect this change, ADR holders will receive one (1) additional ADR for every one (1) ADR held as of 21 October 2019, the ADR record date. Existing ADRs will continue to be valid and will not have to be exchanged for new ADRs. In connection with this change, the register held by JPMorgan has been closed for issuances and cancellations from the close of business 21 October 2019 and will reopen on 31 October 2019.
For further information, please contact:
| JPMorgan Service Centre | ADR Settlements |
| 001 800-990-1135 | 001 302-552-0230 |
Contacts:
|
Tiziana Life Sciences plc Gabriele Cerrone, Chairman and founder |
+44 (0)20 7495 2379 |
|
Cairn Financial Advisers LLP (Nominated adviser) Liam Murray / Jo Turner |
+44 (0)20 7213 0883 |
|
Shore Capital (Nominated brokers) Antonio Bossi |
+44 (0)20 7408 4050 |