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 02, 2020, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the Results of the General Meeting (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: October 02, 2020 | By: | /s/ Kunwar Shailubhai | |
| Name: | Kunwar Shailubhai | ||
| Title: | Chief Executive Officer | ||
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Regulatory News Service Announcement, dated October 02 2020 |
3
Exhibit 99.1
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Tiziana Life Sciences Plc (the “Company”)
Result of General Meeting
At the General Meeting of the Company held at 11.00 a.m. on 2 October 2020, both of the resolutions were duly passed.
The anticipated timetable for the demerger of Accustem Sciences Limited (to be re-registered as Accustem Sciences Plc) is as follows:
14 October 2020 – Court Hearing for Directions
27 October 2020 – Final Court Hearing to approve Reduction of Capital
29 October 2020 – Reduction of Capital becomes effective
7:00 a.m. on 30 October 2020 – Demerger Record Time
30 October 2020 – Completion of Demerger
2 November 2020 – Ex-entitlement date for Accustem Shares
The Company confirms that it has now received clearance from HMRC under section 138(1) of the Taxation of Chargeable Gains Act 1992 that HMRC is satisfied that the Demerger is being effected for bona fide commercial reasons and does not form part of a scheme or arrangements of which the main purpose, or one of the main purposes, is avoidance of a liability to capital gains tax or corporation tax. Accordingly, Shareholders should not be treated, by virtue of the receipt of Accustem Shares under the Demerger, as making a disposal of their Tiziana Shares for the purposes of taxation of chargeable gains.
Capitalised terms used in this announcement have the meanings given to them in the circular to shareholders dated 16 September 2020.
The results of the poll, including the proxy voting, will be available shortly on the Company’s website at https://www.tizianalifesciences.com/
The person who arranged for the release of this announcement was Gabriele Cerrone, Chairman.
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: | Office 1 800 RED CHIP (733 2447) |
| Dave Gentry | Cell 407-491-4498 (USA) |
| RedChip Companies Inc. | dave@redchip.com |