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
August 2020
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 August 10, 2020, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing a notification of major holdings in the company (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: August 10, 2020 | 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 August 10 2020 |
3
Exhibit 99.1
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i |
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Tiziana Life Sciences PLC |
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | |
| Non-UK issuer | |
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | |
| An acquisition or disposal of voting rights | X |
| An acquisition or disposal of financial instruments | |
| An event changing the breakdown of voting rights | |
| Other (please specify)iii: | |
| 3. Details of person subject to the notification obligationiv | |
| Name | Empery Asset Management, LP |
| City and country of registered office (if applicable) | New York, NY United States |
| 4. Full name of shareholder(s) (if different from 3.)v | |
| Name | Empery Asset Master, Ltd. |
| City and country of registered office (if applicable) |
c/o Empery Asset Management, LP New York, NY United States |
| 5. Date on which the threshold was crossed or reachedvi: | 03/09/2020 |
| 6. Date on which issuer notified (DD/MM/YYYY): | 07/08/2020 |
| 7. Total positions of person(s) subject to the notification obligation | |
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |
| Resulting situation on the date on which threshold was crossed or reached | 5.33% | 5.33% | 190,559,823 | |
|
Position of previous notification (if applicable) |
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | ||||
| A: Voting rights attached to shares | ||||
|
Class/type of ISIN code (if possible) |
Number of voting rightsix | % of voting rights | ||
|
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) |
Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | |
| US88875G1013 | 10,153,770 | 5.33% | ||
| SUBTOTAL 8. A | 10,153,770 | |||
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | ||||
| Type of financial instrument | Expiration datex |
Exercise/ Conversion Periodxi |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
| SUBTOTAL 8. B 1 | ||||
| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||
| Type of financial instrument | Expiration datex |
Exercise/ Conversion Period xi |
Physical or cash settlementxii |
Number of voting rights | % of voting rights |
| SUBTOTAL 8.B.2 | |||||
|
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) | |||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | |||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) |
X | ||
| Namexv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
| Empery Asset Master, Ltd. | 3.07% | 3.07% | |
| Empery Asset Management, LP | 5.33% | 5.33% | |
| Empery AM GP, LLC | 5.33% | 5.33% | |
| Ryan Lane | 5.33% | 5.33% | |
| Martin Hoe | 5.33% | 5.33% | |
| 10. In case of proxy voting, please identify: | |
| Name of the proxy holder | |
| The number and % of voting rights held | |
| The date until which the voting rights will be held | |
| 11. Additional informationxvi |
| Place of completion | New York, NY |
| Date of completion | 07/08/2020 |