SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0001723069
Tiziana Life Sciences plc
(Exact Name of Registrant as Specified in Its Charter)
11-12 St James’s Square
London SW1Y 4LB
(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 26, 2020, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the Exercise of options, Issue of Equity PDMR Dealing and Total Voting Rights (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.
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 26, 2020||By:||/s/ Kunwar Shailubhai|
|Title:||Chief Executive Officer|
|99.1||Regulatory News Service Announcement, dated October 26 2020|
Tiziana Life Sciences Plc
(“Tiziana” or the “Company”)
Exercise of options, Issue of Equity PDMR Dealing and Total Voting Rights
London, New York, 26 October 2020 - Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS) (“Tiziana” or the “Company”), a biotechnology company focused on innovative therapeutics for oncology, inflammation and infectious diseases, today announces that it has allotted and issued 329,225 ordinary shares of 3 pence each (“New Ordinary Shares”) credited as fully paid at a price of 35 pence per share in respect of the exercise of 329,225 options with an exercise price of 35 pence held by option holders, including 169,225 held by Gabriele Cerrone, Executive Chairman of the Company and 5,000 held by Keeren Shah, Finance Director of the Company. The aggregate interests of Mr Cerrone in shares and voting rights accordingly increase by 169,225 shares to 66,224,893 representing approximately 34.16% of the enlarged issued share capital. This is within the 1% increase threshold permitted pursuant to Note 11 to Rule 9 of the UK Takeover Code.
Application has been made for the 329,225 New Ordinary Shares to be admitted to trading on AIM (“Admission”), and dealings are expected to commence on or around 29 October 2020. The New Ordinary Shares will rank pari passu with the Company’s existing Ordinary Shares.
Total Voting Rights
In conformity with DTR 5.6.1, the Company notifies that as at the date of this announcement, it has a single class of shares in issue being Ordinary Shares and that following the issue of the New Ordinary Shares to be issued in connection with the conversion of his loan notes, the total number of Ordinary Shares in issue will be 193,841,726. 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 figure of 193,841,726 Ordinary Shares may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
About Tiziana Life Sciences
Tiziana Life Sciences plc is a dual listed (NASDAQ: TLSA & UK AIMS: TILS) biotechnology company that focuses on the discovery and development of novel molecules to treat human diseases in oncology, inflammation and infectious diseases. In addition to milciclib, the Company will be shortly initiating phase 2 studies with orally administered foralumab for Crohn’s Disease and nasally administered foralumab for progressive multiple sclerosis. Foralumab is the only fully human anti-CD3 monoclonal antibody (mAb) in clinical development in the world. This phase II compound has potential application in a wide range of autoimmune and inflammatory diseases, such as Crohn’s Disease, multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable. The company is accelerating development of anti-Interleukin 6 receptor (IL6R) mAb, a fully human monoclonal antibody for treatment of IL6-induced inflammation, especially for treatment of COVID-19 patients.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person who arranged the release of this information is Keeren Shah, Finance Director of Tiziana.
For further enquiries:
United Kingdom Investors:
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 0880|
Optiva Securities Limited (Broker)
|+ 44 (0)20 3981 4173|
United States Investors:
RedChip Companies Inc.
Office 1 800 RED CHIP (733 2447)
Cell 407-491-4498 (USA)
Notification and public disclosure of transactions by Persons Discharging Managerial Responsibilities (“PDMR”)
and persons closely associated with them (“PCA”)
|1.||Details of PDMR / person closely associated|
(i) Gabriele Cerrone
(ii) Keeren Shah
|2.||Reason for the notification|
|a)||Position / status||
(i) Executive Chairman
(ii) Finance Director
|3.||Details of the issuer|
|a)||Name||Tiziana Life Sciences plc|
|4.||Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted|
|a)||Description of the financial instrument||Ordinary Shares of 3p each|
|b)||Identification code of the Financial Instrument||ISIN for Tiziana Life Sciences plc: GB00BKWNZY55|
|c)||Nature of the transaction||Exercise of options|
|d)||Price(s) and volume(s)||
(i) Gabriele Cerrone
(ii) Keeren Shah
- Aggregated volume
|f)||Date of the transaction||23 October 2020|
|g)||Place of the transaction||XLON|