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 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 x Form 40-F o
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): o
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): o
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On October 27, 2020, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the Tiziana Life Sciences Announces Timetable of Demerger of Accustem (for holders of Tiziana ADRs) (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 27, 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 October 27 2020 | |
3
Exhibit 99.1
Tiziana Life Sciences Announces Timetable of Demerger of Accustem
(for holders of Tiziana ADRs)
New York, London 27 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 is confirming the timetable for the Accustem Sciences Limited ("Accustem") demerger (the "Demerger") for holders of the Company’s American Depositary Receipts (“ADRs”).
The demerger of Accustem is the spinoff of Tiziana’s StemprintER, a novel biology-based genomic predictor of distant recurrence in breast cancer. In two posters presented at ASCO, StemPrintER outperformed Oncotype DX in 10-year risk prediction in more than 800 ER+/HER2-postmenopausal breast cancer patients, including lymph node-negative (N0) and 1 to 3 lymph node-positive (N1-3) patients. The integration of the stem cell biology-based genomic tool, StemPrintER, with clinicopathological parameters for the prediction of distant recurrence in ER+/HER2-breast cancer patients demonstrated that the next-generation StemPrintER RiskScore (SPARE) model is approximately 20% superior to the traditional clinicopathological parameters, as expressed by the CTS, in providing prognostic information in more than 1,800 ER+/HER2-patients analyzed; and up to 40%-50% more accurate in lymph node-negative (N0) and 1 to 3 lymph node-positive (N1-3) patients.
The timetable for the Demerger and the record date for distribution of the Accustem ADRs to the holders of Tiziana ADRs is as follows:
| Final Court Hearing to Approve Reduction of Capital | 27 October 2020* |
|
Tiziana ADR I&C Register closure |
28 October 2020** |
| Reduction of Capital becomes effective | 29 October 2020* |
| Completion of Demerger | 30 October 2020* |
| Record date for holders of ADRs | 6 November 2020*** |
* These dates are the same for holders of Tiziana Shares and Tiziana ADRs
** From 5:00pm (EDT) on 28 October 2020, the portion of the Tiziana ADR register regarding the issuance and cancellation of ADRs held by JPMorgan as Depositary Bank for the ADR Program will be closed until this action is completed. This action will not suspend Nasdaq trading of the Tiziana ADSs. However, for technical reasons, the ADR Record Date can only be established at a later date.
***Due to complexities of the US securities laws and the rules of the Nasdaq Capital Market, the ex-entitlement date for holders of the Tiziana ADRs (traded on Nasdaq) is dependent on the actual delivery date of the new Accustem ADRs (which will each represent 2 Accustem Shares to mirror the position of the Tiziana ADRs); this is different than the "ex date" of the Tiziana Shares for the purposes of the corporate actions timetable of the London Stock Exchange plc, but the difference has no economic impact on holders of the ADRs.
The Company plans to file a registration statement for the new Accustem Shares with the SEC and create a new registered Accustem ADR program. The Accustem ADRs will be distributed to the holders of Tiziana ADRs as of the Record Date as and when the registration statements become effective. This is likely to be on or about the date upon which holders of Tiziana Shares receive their new Accustem Shares and it is further likely to be on or about the date upon which the new Accustem Shares are admitted to trading on the Main Market of the London Stock Exchange plc (subject to appropriate regulatory review and approvals). The Company will endeavour to ensure dates coincide for these events in so far as is practicable and will publish additional updates to timelines in due course.
For further enquiries:
United States Investors:
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Dave Gentry RedChip Companies Inc.
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Office +1 800 RED CHIP (733 2447) Cell +1 407-491-4498 (USA) dave@redchip.com
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United Kingdom Investors:
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Tiziana Life Sciences plc Hana Malik, Investor Relations
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+44 (0)20 7495 2379 |