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
July 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 July 2, 2021, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the Distribution Dates for shares and ADRs in Accustem Sciences Limited (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: July 2, 2021 | 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 July 2, 2021 |
3
Exhibit 99.1
Tiziana Life Sciences plc
Distribution Dates for shares and ADRs in Accustem Sciences Limited
London, New York, 2 July 2021 - 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 Forms 20-F and F-6 filed by Accustem Sciences Limited with the SEC have been declared effective, enabling the completion of the in specie distribution and spin out of Accustem Sciences Limited. These documents together can be found at www.accustem.com
Times and dates for holders of Tiziana ordinary shares (traded on the London Stock Exchange)
The timetable for the holders of Tiziana ordinary shares (traded on the London Stock Exchange) held in CREST and Certificated form is as follows:
| Demerger Record Time: | 7:00 a.m. on 30 October 2020 |
| Ex-entitlement date for Accustem Shares: | 2 November 2020 |
| CREST accounts credited with Accustem Shares: | 8 July 2021* |
| Certificates for Accustem Shares for those shareholders holding their Tiziana Life Sciences plc in certificated form: |
by 18 July 2021 |
* replacing allocation placeholders currently showing
Times and dates for holders of Tiziana ADSs (traded on the US Nasdaq Market)
The timetable for the holders of Tiziana ADSs (traded on the Nasdaq market) are subject to different corporate action timings and holders of the ADRs should also refer to the notice published today by JP Morgan, the ADR depositary bank which can be found at https://www.adr.com/drprofile/88875G101
Announcement Tiziana CUSIP: 88875G101
| Corporate Action Type: | Spin Off with DR Distribution |
| Spin Off Issuer Name: | Accustem Sciences Limited |
| Spin Off DR CUSIP: | 00442Y101 |
| DR Distribution Rate: | 1 new Accustem DR(s) issued for every 1 existing Tiziana DR held on DR Record Date |
| Tax Withholding Rate: | n/a |
| DR Record Date: | November 6, 2020 |
| DR Payment Date: | July 14, 2021 |
DR Issuance and Cancellation Books close Date: October 28, 2020
DR Issuance and Cancellation Books reopen Date: July 19, 2021
Fees: Issuance fee: $nil per DR issued
The Issuer has announced a Spin Off Distribution in the local market. Existing Tiziana DRs will continue to be valid and will not have to be exchanged for new DRs.
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. 1-800-RED-CHIP (733-2447) or 407-491-4498 dave@redchip.com |