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

 

November 2019

 

 

 

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 November 1, 2019, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom Reporting an Issue of convertible unsecured loan notes with warrants attached to raise £1,434,000 (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: November 1, 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 November 1, 2019

 

 

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Exhibit 99.1

 

Tiziana Life Sciences plc

(“Tiziana” or the “Company”)

 

Issue of convertible unsecured loan notes with warrants attached to raise £1,434,000

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

New York/London, 1 November 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 it has raised £1,434,000 of finance by way of the issue of convertible unsecured loan notes (the “Loan Notes”), with warrants attached, for working capital purposes.

 

The Company previously announced its intention to raise additional equity share capital by way of an offering of its NASDAQ listed ADSs in the US. However, the Directors decided that given current market conditions, such an equity fundraise would be on dilutive terms which would be punitive to existing shareholders particularly in light of the recent positive news from the Company’s scientific programs. Accordingly, the Company has decided to raise convertible debt finance from supportive existing shareholders.

 

The Loan Notes are expected to be short term instruments and carry a coupon of 16% per annum and are convertible (together with all accrued interest) into ordinary shares of nominal value £0.03 each in the capital of the Company (“Ordinary Shares”) at a conversion price of 42p. The warrants issued in connection with the Loan Notes entitle the holders to subscribe for one additional share per conversion share at the same price of 42p. The warrants may be exercised for a period of up to 5 years from their issue.

 

The person who arranged for release of this announcement on behalf of the Company was Tiziano Lazzaretti, Chief Financial Officer of Tiziana.

 

About Tiziana Life Sciences

 

Tiziana Life Sciences plc is a UK biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology. In addition to milciclib, the Company is also developing foralumab for liver diseases. Foralumab is the only fully human anti-CD3 monoclonal antibody known to the company in clinical development in the world. This compound has potential application in a wide range of autoimmune and inflammatory diseases, such as non-alcoholic steatohepatitis (NASH), primary biliary cholangitis (PBS), ulcerative colitis, multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable.

For further enquiries:

  

Contact:  
   
Tiziana Life Sciences plc  
Gabriele Cerrone, Chairman and founder +44 (0)20 7495 2379
   
Cairn Financial Advisers LLP (Nominated adviser) +44 (0)20 7213 0883
Liam Murray / Jo Turner  
   
Shore Capital (Broker) +44 (0)20 7408 4050
Antonio Bossi / Fiona Conroy