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
January 2021
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 January 27, 2021, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the filing of the Registration Statement on Form F-3 with U.S. Securities and Exchange Commission (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: January 27, 2021 | By: | /s/ Kunwar Shailubhai | |
| Name: | Kunwar Shailubhai | ||
| Title: | Chief Executive Officer | ||
2
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Regulatory News Service Announcement, dated January 27, 2021 |
3
Exhibit 99.1
Tiziana Life Sciences plc
(“Tiziana” or the “Company”)
Tiziana files Registration Statement on Form F-3 with U.S. Securities and Exchange Commission
New York / London, January 27, 2021 – Tiziana Life Sciences plc (Nasdaq: TLSA / LSE: TILS), a biotechnology company focused on innovative therapeutics for oncology, inflammation, and infectious diseases, today announces that it has filed a “universal” shelf registration statement on Form F-3 (File No. 333-252441) (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) in relation to up to US$250,000,000 in market value of its securities.
The filing of “universal” shelf registration statements of this type, a common practice by NASDAQ-listed companies, enables issuers to have more timely and efficient access to the U.S. capital markets.
The Registration Statement also contains a preliminary prospectus supplement relating to an “at-the-market” sales agreement, which the Company expects to enter into with B. Riley Securities, Inc. (the “Agent”) on or about the date of this announcement, pursuant to which the Company may sell, from time to time, at its option, up to US$100,000,000 (i.e., up to 40% of those securities registered pursuant to the Registration Statement) in market value of American Depositary Shares representing its ordinary shares through the Agent (the “ATM Program”).
For the avoidance of doubt, the Company has no immediate plans to offer or sell any securities pursuant to the Registration Statement or the ATM Program.
The Company notes that the Registration Statement has not yet been declared effective by the SEC, and that the specifics of any future offering pursuant to the Registration Statement (including under the ATM Program), such as the prices and terms of the securities offered, will be determined at the time of any such offering and will be described in detail in a prospectus supplement filed by the Company with the SEC in connection with such offering.
For further enquiries:
United Kingdom:
Tiziana Life Sciences plc
Gabriele Cerrone, Chairman and founder
+44 (0)20 7495 2379
United States:
Investors:
Dave Gentry, CEO
RedChip Companies Inc.
407-491-4498
dave@redchip.com
About Tiziana Life Sciences
Tiziana Life Sciences plc is a dual listed (NASDAQ: TLSA & LSE: 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 2 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.
Important legal information
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any Securities, nor shall there be any sale of any Securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Neither this announcement nor the Registration Statement forms part of an offer of transferable securities to the public in the United Kingdom and no prospectus has been, or is required to be, submitted to the UK Financial Conduct Authority for approval. The filing of the Registration Statement with the SEC does not affect the statutory pre-emption rights of shareholders in the Company.
The securities registered pursuant to the Registration Statement may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective. The filing of the Registration Statement does not affect the statutory pre-emption rights of shareholders in the Company.
A copy of the Registration Statement may be obtained on the SEC’s website at www.sec.gov.