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 ☒ 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 29, 2020, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the Demerger Update and timetable confirmation (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.
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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 29, 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 29 2020 |
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Exhibit 99.1
Tiziana Life Sciences PLC
(“Tiziana” or the “Company”)
Demerger Update and timetable confirmation
London, New York, 29 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 the capital reduction required to effect the demerger of StemPrintER Sciences Limited and to enable the ultimate allotment of Accustem Sciences Limited shares (the “Demerged Shares”) to shareholders in the Company has been sanctioned by the Court on 27 October 2020 (as was anticipated)
The Company expects to file the Court Order with Companies House later today (also as anticipated), at which point the capital reduction will become effective.
The timetable for the holders of Tiziana ordinary shares (traded on the London Stock Exchange) is as follows:
| Reduction of Capital becomes effective on filing of the Court Order for the capital reduction at Companies House | 29 October 2020 (today) |
| Demerger Record Time | 7:00 a.m. on 30 October 2020 |
| Completion of Demerger | 30 October 2020 |
| Ex-entitlement date for Accustem Shares | 2 November 2020 |
Shareholders are reminded that unless the counterparties specifically agree otherwise, a buyer of the Company’s Ordinary Shares ahead of the Ex-Date will assume the benefit to the Demerged Shares, and a seller, ahead of the Ex-Date, would need to pass the benefit to the buyer, even if the seller is the recorded owner at the Record Date.
The Company is aware that certain retail platforms have advised of extended or alternative dates to those specified in the timetable set out above and/or alternative settlement dates; the Company has no control over these platforms and accepts no responsibility for information published by them which may suggest alternative dates.
Holders of the Company’s ADRs traded on Nasdaq are subject to different corporate action timings and holders of the ADRs should refer to the notices already published by JP Morgan, the ADR depositary bank.
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 | +44 (0)20 7495 2379 |
| Gabriele Cerrone, Chairman and founder | |
| Cairn Financial Advisers LLP (Nominated Adviser) | +44 (0)20 7213 0880 |
| Liam Murray / Jo Turner | |
| Optiva Securities Limited (Broker) | + 44 (0)20 3981 4173 |
| Robert Emmet | |
United States Investors:
| Dave Gentry | Office 1 800 RED CHIP (733 2447) |
| RedChip Companies Inc. | Cell 407-491-4498 (USA) |
| dave@redchip.com |