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
June 2019
Commission File Number: 0001723069
Tiziana Life Sciences plc
(Exact Name of Registrant as Specified in Its Charter)
3 rd 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 June 3, 2019, Tiziana Life Sciences plc (the “ Company ”) issued a regulatory news service announcement, announcing a PDMR dealing (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: June 3, 2019 | 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 June 3, 2019 |
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Exhibit 99.1
For immediate release
Tiziana Life Sciences plc
(Incorporated in England and Wales with company number 09665181)
PDMR dealings
New York/London, 3 June 2019 – Tiziana Life Sciences plc (Nasdaq: TLSA / AIM: TILS), a biotechnology company focusing on the discovery and development of innovative therapeutics for inflammation and oncology indications, announces that on 31 May 2019, Panetta Partners Limited, an entity closely associated with Gabriele Cerrone, Executive Chairman, bought ordinary shares of nominal value 3p each in the capital of the Company, as set out below, following prior consultation with the Takeover Panel in relation to Note 11 to Rule 9.1 of the City Code on Takeovers and Mergers.
The information set out below is provided in accordance with the requirements of Regulation 19(3) of the EU Market Abuse Regulation No 596/2014:
| 1. | Details of PDMR / person closely associated | |
| a) | Name | Gabriele Cerrone/Panetta Partners Limited |
| 2. | Reason for the notification: On market acquisition | |
| a) | Position / status | Executive Chairman |
| b) | Initial notification /amendment | Initial notification |
| 3. | Details of the issuer | |
| a) | Name | Tiziana Life Sciences plc |
| b) | LEI | 213800CED47HI8PIOB36 |
| 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 nominal value 3p each |
| b) | Identification code of the Financial Instrument | GB00BKWNZY55 |
| c) | Nature of the transaction | On market acquisition of ordinary shares |
| d) | Price(s) and volume(s) |
Price: £0.5700; Volume: 5,000
Price: £0.5865; Volume: 6,000 |
| e) |
Aggregated information - Aggregated volume - Price |
11,000 £6,369
|
| f) | Date of the transaction | 31 May 2019 |
| g) | Place of the transaction | XLON |
As a result of this transaction Mr Cerrone’s interests in the underlying ordinary shares of the Company increases from 64,214,425 (47.056%) to 64,225,425 (47.064%). Mr Cerrone’s interests in the ordinary shares of the Company are based on a holding of 63,680,404 ordinary shares held by Planwise Limited and voting rights in respect of 545,021 ordinary shares held by Panetta Partners Limited (as shares and via ADSs). Mr Cerrone is considered beneficially interested in the holdings of Panetta Partners Limited and Planwise Limited.
For more information go to http://www.tizianalifesciences.com
Contacts:
|
Tiziana Life Sciences plc Gabriele Cerrone, Chairman and founder |
+44 (0)20 7493 2853 |
|
Cairn Financial Advisers LLP (Nominated adviser) Liam Murray / Jo Turner |
+44 (0)20 7213 0883 |
|
Stockdale Securities (Broker) Antonio Bossi / Andy Crossley |
+44 (0)20 7601 6100 |