As filed with the
Securities and Exchange Commission on February 25, 2022
Registration No. 333-252441
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
FORM
F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tiziana
Life Sciences Ltd.
(Exact Name of registrant as Specified in its charter)
Not
Applicable
(Translation of registrant’s name into English)
Bermuda |
|
Not
Applicable |
(State or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification No.) |
Clarendon House,
2 Church Street,
Hamilton HM 11,
Bermuda +44 (0) 20 7495 2379
(Address
and telephone number of registrant’s principal executive offices)
Tiziana Therapeutics, Inc.
5 Penn Plaza, 19th Floor
Suite 1954
New York, NY 10001
+44
(0) 20 7495 2379
(Name, address and telephone number of agent for service)
Copies
of all communications, including communications sent to agent for service, should be sent to:
Jeffrey
J. Fessler, Esq.
Nazia
Khan, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza, 39th Floor
New
York, New York 10112
Tel: (212) 653-8700
Fax: (212) 653-8701
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If
any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Commission, acting pursuant to such Section 8(a), may determine.
The
information in this prospectus may be changed. We may not sell these securities until this registration statement filed with the Securities
and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities, and we are not soliciting an
offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, Dated
February 25, 2022
PROSPECTUS
$250,000,000
Common Shares
Warrants
Units
We may offer, issue and
sell from time to time up to $250,000,000, or its equivalent in any other currency, currency units, or composite currency or currencies,
of our common shares, warrants to purchase common shares, and a combination of such securities, separately or as units, in one or more
offerings. This prospectus provides a general description of offerings of these securities that we may undertake.
We refer to our common
shares, warrants, and units collectively as “securities” in this prospectus.
Each
time we sell our securities pursuant to this prospectus, we will provide the specific terms of such offering in a supplement to this
prospectus. The prospectus supplement may also add, update, or change information contained in this prospectus. You should read this
prospectus, the accompanying prospectus supplement, together with the additional information described under the heading “Where
You Can Find More Information,” before you make your investment decision.
We
may, from time to time, offer to sell the securities, through public or private transactions, directly or through underwriters, agents
or dealers, on or off The Nasdaq Global Market, at prevailing market prices or at privately negotiated prices. If any underwriters, agents
or dealers are involved in the sale of any of these securities, the applicable prospectus supplement will set forth the names of the
underwriter, agent or dealer and any applicable fees, commissions or discounts.
Our common shares are
listed on The Nasdaq Global Market under the symbol “TLSA”. On February 24, 2022, the last reported price of our common shares
on The Nasdaq Global Market was $0.62 per share.
We
are an “emerging growth company,” as defined by the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and as such,
have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.
Investing
in our securities involves a high degree of risk. Please carefully consider the risks discussed in this prospectus under “Risk
Factors” in this prospectus, in any accompanying prospectus supplement and in the documents incorporated by reference in this prospectus
for a discussion of the factors you should carefully consider before deciding to purchase our securities.
Neither
the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any other foreign securities commission has approved
or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is February ,
2022.
Table
of Contents
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, we may sell our securities described in this prospectus in one or more offerings
up to a total dollar amount of $250,000,000. Each time we offer our securities, we will provide you with a supplement to this prospectus
that will describe the specific amounts, prices and terms of the securities we offer. The prospectus supplement may also add, update
or change information contained in this prospectus. This prospectus, together with applicable prospectus supplements and the documents
incorporated by reference in this prospectus and any prospectus supplements, includes all material information relating to an offering
of our securities. Please read carefully both this prospectus and any prospectus supplement together with additional information described
below under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
You
should rely only on the information contained in or incorporated by reference in this prospectus and any applicable prospectus supplement.
We have not authorized anyone to provide you with different or additional information. If anyone provides you with different or inconsistent
information, you should not rely on it. The information contained in this prospectus is accurate only as of the date of this prospectus,
regardless of the time of delivery of this prospectus or any sale of securities described in this prospectus. This prospectus is not
an offer to sell our securities and it is not soliciting an offer to buy our securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus or any prospectus supplement, as well as information
we have previously filed with the SEC and incorporated by reference, is accurate as of the date on the front of those documents only.
Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus may not be
used to consummate a sale of our securities unless it is accompanied by a prospectus supplement.
Throughout this prospectus,
unless otherwise designated, the terms “Tiziana,” “Tiziana Life Sciences Ltd.,” “the company,” “we,”
“us” and “our” refer to Tiziana Life Sciences Ltd. and its wholly-owned subsidiaries, Tiziana Therapeutics, Inc.,
Tiziana Pharma Limited and Longevia Genomics S.r.l. References to “common shares”, “warrants” and “share
capital” refer to the common shares, warrants and share capital, respectively, of Tiziana Life Sciences Ltd.
Certain
figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.
We
have not authorized anyone to provide you with information that is different from that contained in this prospectus, any amendment or
supplement to this prospectus, or in any free writing prospectus we may authorize to be delivered or made available to you. We take no
responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus
is not an offer to sell securities, and it is not soliciting an offer to buy securities, in any jurisdiction where the offer or sale
is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless
of the time of delivery of this prospectus or any sale of the securities. For investors outside of the United States: We have not taken
any action to permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose
is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to
this offering and the distribution of this prospectus.
The
industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described
in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed
in the estimates made by the independent parties and by us.
We
qualify as an “emerging growth company,” as defined in the JOBS Act. An emerging growth company may take advantage of specified
reduced reporting and regulatory requirements in contrast to those otherwise applicable generally to public companies. These provisions
include, but are not limited to, an exemption from the auditor attestation requirement in the assessment of our internal control over
financial reporting pursuant to Section 404 the Sarbanes-Oxley Act of 2002, as amended.
We
may take advantage of these reduced reporting and other regulatory requirements until such time that we are no longer an emerging growth
company. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which
we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary
of the date of our initial public offering; (iii) the date on which we have issued more than $1 billion in non-convertible
debt during the previous three years; or (iv) the date on which we are deemed to be a “large accelerated filer” as defined
in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, the JOBS Act provides that an emerging
growth company may delay adopting new or revised accounting standards until those standards apply to private companies.
We
are a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. As a result, our proxy solicitations
are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act and transactions in our equity
securities by our officers and directors are exempt from Section 16 of the Exchange Act. In addition, we are not required under
the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies whose securities are
registered under the Exchange Act.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained
principally in the sections of this prospectus titled “About this Prospectus,” “Risk Factors,” and “Prospectus
Summary.” All statements, other than statements of historical facts, contained in this prospectus, including statements regarding
our future results of operations and financial position, business strategy, prospective products, product approvals, research and development
costs, timing and likelihood of success, plans and objectives of management for future operations, and future results of current and
anticipated products, are forward-looking statements. These statements relate to future events or to our future financial performance
and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The words “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,”
“estimate,” “expect,” “goal,” “intend,” “may,” “might,” “objective,”
“plan,” “potential,” “predict,” “project,” “positioned,” “seek,”
“should,” “target,” “will,” “would,” or the negative of these terms or other similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and
the industry in which we operate and management’s beliefs and assumptions, are not guarantees of future performance or development
and involve known and unknown risks, uncertainties and other factors.
Actual
results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we
make. As a result, any or all of our forward-looking statements in this prospectus may turn out to be inaccurate. We have included important
factors in the cautionary statements included in this prospectus, particularly in the section of this prospectus titled “Risk Factors,”
that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. We may not
actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance
on our forward-looking statements. Moreover, we operate in a highly competitive and rapidly changing environment in which new risks often
emerge. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking
statements we may make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions,
joint ventures or investments we may make.
You should read this prospectus
and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus
is a part completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking
statements contained in this prospectus are made as of the date of this prospectus, and we do not assume any obligation to update any
forward-looking statements except as required by applicable law and regulation.
PROSPECTUS
SUMMARY
You
should read the following summary together with the more detailed information about us, the securities that may be sold from time to
time, and our financial statements and the notes thereto, all of which appear elsewhere in this prospectus or in the documents incorporated
by reference in this prospectus.
We are a biotechnology
company that is focused on the discovery and development of novel molecules to treat high unmet medical needs in oncology and immunology.
Our mission is to design and deliver next generation therapeutics for oncology and immune diseases of high unmet medical need by combining
deep understanding of disease biology with clinical development expertise. We have a drug discovery pipeline of small molecule new chemical
entities, or NCEs, and biologics. We employ a lean and virtual research and development, or R&D, model using highly experienced teams
of experts for each business function to maximize value accretion by focusing resources on the drug discovery and development processes.
Foralumab
(TZLS-401)
Our lead product candidate
in immunology is Foralumab (TZLS-401), which we believe is the only fully human anti-CD3 monoclonal antibody, or mAb, in clinical development.
MAbs represent antibodies produced by single clones that recognize a single epitope on its target. They are an important class of human
therapeutics for treating cancers and autoimmune diseases. We are developing Foralumab, for which we in-licensed the intellectual property
from Novimmune, SA, a Swiss biotechnology company, or Novimmune, as a potential treatment for neurodegenerative diseases such as progressive
Multiple Sclerosis, or MS, Type-1 Diabetes (T1D) and Crohn’s disease. As the only fully human engineered, non-Fc binding anti-CD3
mAb in clinical development. Foralumab has significant potential advantages in safety profile and reduced immunogenicity. We believe
that oral or intranasal administration of Foralumab has the potential to reduce inflammation while minimizing the toxicity and related
side effects.
To date, Foralumab has
been studied in one Phase 1 and two Phase 2a clinical trials conducted by Novimmune in 68 patients dosed by the intravenous route of
administration. In these trials, Foralumab treatment was well-tolerated and produced immunologic effects consistent with potential clinical
benefit while demonstrating mild to moderate infusion related reactions. With completion of the intravenous dosing for Phase 2a trial
in Crohn’s Disease, Foralumab’s ability to modulate T-cell response enables potential extension into a wide range of other
autoimmune and inflammatory diseases, such as, , MS, T1D, inflammatory bowel disease (Crohn’s disease and ulcerative colitis),
graft versus host disease, psoriasis and rheumatoid arthritis.
Our focus is to develop
alternative routes of administration for clinical benefits. Foralumab is being developed for oral and nasal administration as a site
targeted immunomodulatory agent, with therapeutic benefits of rendering T-cells unable to orchestrate an immune response and induction
of immune tolerance via upregulation of Tregs and downregulation of cytotoxic T cells. Recently completed clinical studies in healthy
volunteers and in COVID-19 patients further support this novel mechanism of action of Foralumab. In September 2021, we executed an agreement
with Precision Biosciences to evaluate the potential use of Foralumab in conjunction with CAR-T to improve success and reduce recurrence
rate of cancer as a relatively milder lymphodepleting agent. There is further potential for Foralumab to be combined with TZLS-501, our
fully human anti-IL-6R mAb in development to target autoimmune and inflammatory diseases. In November 2016, we announced new data for
oral efficacy in humanized mouse models with Foralumab, a major milestone and a potential breakthrough for the treatment of nonalcoholic
steatohepatitis and autoimmune disease. This unique oral technology stimulates the natural gut immune system and potentially provides
a therapeutic effect in inflammatory and autoimmune diseases with greatly reduced toxicity. Positive therapeutic effects with Foralumab
were consistently demonstrated in animal studies conducted by Prof. Kevan Herold (Yale University) and Prof. Howard Weiner (Harvard University).
In April 2018, we entered
into an exclusive license agreement with The Brigham and Women’s Hospital, Inc. relating to a novel formulation of Foralumab dosed
in a medical device for nasal administration. An investigational new drug application, or IND, for the first-in-human evaluation of the
nasal administration of Foralumab in healthy volunteers for progressive MS indication was filed in the second quarter of 2018. Subsequent
to IND approval, a single-site, double-blind, placebo-controlled, dose-ranging Phase 1 trial with nasally administered Foralumab at 10,
50 and 250 µg per day, consecutively for 5 days to evaluate biomarkers of immunomodulation of clinical responses was initiated
in November 2018. The trial was conducted at the Brigham and Women’s Hospital, Harvard Medical School, Boston, MA, in healthy volunteers
in which 18 subjects received Foralumab treatment and 9 patients received placebo. The study was completed in September 2019, and data
demonstrated that nasally administered Foralumab was well-tolerated and no drug-related safety issues were reported at any of the doses.
No drug-related changes were observed in vital signs among subjects at predose during treatment and at discharge. Nasally administered
Foralumab at the 50 µg dose suppressed cytotoxic CD8+ as well as perforin-secreting CD8+ cells, which have been implicated in neurodegeneration
in MS. Treatment at 50 µg stimulated production of anti-inflammatory cytokine IL-10 and suppressed production of pro-inflammatory
cytokine interferon-gamma (IFN-γ). Taken together, the treatment showed significant positive effects on the biomarkers for activation
of mucosal immunity, which are capable of inducing site-targeted immunomodulation to elicit anti-inflammatory effects. We had a meeting
with the Food and Drug Administration (FDA) to seek guidance for further clinical development of Foralumab. Per FDA guidance, we initiated
a trial, in collaboration with BWH, Harvard University, with nasally administered Foralumab in a patient with secondary progressive multiple
sclerosis (SPMS) to evaluate safety. The interim data after 3 months of dosing indicated that treatment was welltolerated and appeared
to produce positive clinical response. The data was submitted to FDA to seek permission to enroll additional patients. FDA allowed enrollment
of the second patient and also allowed the treatment with the first patient to continue. Our objective is to demonstrate safety of nasally
administered Foralumab and seek permission from FDA to initiate a Phase 2 trial in progressive MS patients. We intend to have a meeting
with FDA, after the 6 months of dosing in first patient and 12 weeks of completion of dosing in second patient, to seek guidance for
further clinical development in SPMS.
An
enteric-coated capsule formulation using a proprietary and novel technology has been developed for oral administration of Foralumab.
cGMP manufacturing of clinical trial materials for a Phase 1 study has been completed and an IND was submitted in March 2019.
On September 9, 2019,
the U.S. Food and Drug Administration, or FDA, granted approval to initiate the Phase 1 clinical trial to evaluate the safety and pharmacokinetics
of oral Foralumab at 1.25, 2.5 and 5.0 mg/day as a single ascending dose study. The study was completed in December 2019 at the Brigham
and Women’s Hospital. The core formulation technology is to encapsulate free flowing powder blends of fForalumab stabilized by
lyophilization in enteric-coated capsules. The clinical data from this phase 1 trial indicated that the treatment was well-tolerated
at all doses tested and there were no drug-related safety issues observed even at the highest dose of 5 mg in this trial. We have had
meetings with FDA and submitted an IND seeking approval to initiate a Phase 1b safety study in mild-to-moderate Crohn’s Disease
patients with orally administered Foralumab. This Phase 1b trial is anticipated to be completed in 4Q, 2022. Following completion of
this trial demonstrating safety of patient, we intend to initiate a Phase 2 study in Crohn’s Disease patients.
In addition, on August 18,
2020 the United States Patent and Trademark Office, or USPTO, granted us a patent on use and methods of treatment of Crohn’s disease
with Foralumab, its proprietary fully human monoclonal antibody, and all other anti-CD3 mAbs. The CD3 (cluster of differentiation
3) is a protein complex on T-cells, which is important for the regulation of the immune system. The patent was published by the USPTO
on September 1, 2020 as Patent No. 10,759,858. Recently, we also announced the issuance of the first-ever patent on oral administration
of anti-CD3 mAbs for treatment of human diseases (Patent No. 10,688,186). We believe the grant of this additional composition-of-matter
and use patent further strengthens our intellectual property, consisting of proprietary technologies on oral and nasal administration
of Foralumab and other anti-CD3 mAbs for the treatment of human diseases.
On July 16, 2020, we announced
that we had submitted a patent application on the potential use of Foralumab, a fully human anti-CD3 mAbs, to improve success of chimeric
antigen receptor T-cell, or CAR-T, therapy for cancer and other human diseases. The patent application conveys inventions related lymphodepletion
to improving CAR-T expansion and/or survival using anti-CD-3 mAbs administered either alone or in combination with other co-stimulatory
molecules, such as an anti-IL-6R mAb, an anti-CD28 mAb or specific inhibitors of signaling pathways of phosphatidylinositol 3-kinase
(PI3K), protein kinase B (AKT), or mammalian target of rapamycin (mTOR).
On July 31, 2020, we announced
that we had submitted a patent application for the potential use of nasally administered Foralumab, a fully human anti-CD3 mAb, for the
treatment of COVID-19 either alone or in combination with other anti-viral drugs. Recent clinical studies implied that a combination
of anti-inflammatory and anti-viral drugs may be more effective to treat patients at different stages of COVID-19 disease.
A collaborative clinical
study was initiated on November 2, 2020, investigating nasally administered Foralumab either alone or in combination with orally administered
dexamethasone in COVID-19 patients in Brazil. In view of the importance and urgency, scientific teams at the Harvard Medical School,
Santa Casa de Misericórdia de Santos Hospital (Jabaquara, Santos, Brazil) and at our company closely collaborated to facilitate
initiation of this study in expedited time frames. The clinical trial was coordinated by the team at INTRIALS, a leading, full-service
Latin America Clinical Research Organization, (CRO) based in Sao Paulo City, Brazil. The trial was completed in January 2021, and the
clinical outcome from this trial was announced in February2021. This trial, the first-ever trial on nasal administration of Foralumab
for treatment of COVID-19, is of enormous significance because the underlying scientific approach is to modulate immune system, which
is dysregulated and crippled to protect against the virus. If successful, we believe this approach could be good for treatment of all
COVID-19 variants and other viruses. A manuscript describing these clinical findings was published as a full-length article in peer-reviewed
Frontier in Immunology journal (Moreira et al., 2021, Front Immunol 12, 709861).
Additionally, we have
initiated a program to evaluate the use of parenterally administered Foralumab to delay onset of T1D. We plan to file an IND in Q2 2022
followed by initiation of a Phase 1 study
TZLS-501
We
are accelerating development of a fully human mAb targeting the IL-6R (TZLS-501) for which the intellectual property was licensed from
Novimmune in 2017. This fully human mAb has a novel mechanism of action, binding to both the membrane-bound and soluble forms of the
IL-6R as well as depleting circulating levels of the IL-6 in the blood. Excessive production of IL-6 is regarded as a key driver of acute
inflammation resulting from infection with viral agents such as Coronaviruses and of chronic inflammation, associated with autoimmune
diseases such as multiple myeloma, oncology indications and rheumatoid arthritis, and we believe that TZLS-501 may have potential therapeutic
value for these indications.
In preclinical studies, TZLS-501
demonstrated the potential for overcoming the limitations of other IL-6 blocking pathway drugs. Compared to tocilizumab and sarilumab,
while binding to the membrane-bound IL-6R complex, TZLS-501 has been observed to have a higher affinity for the soluble IL-6R from antibody
binding studies conducted in cell culture. TZLS-501 also demonstrated the potential to block or reduce IL-6 signaling in mouse models
of inflammation. The soluble form of IL-6 has been implicated to have a larger role in disease progression compared to the membrane-bound
form (Kallen, K.J. (2002). “The role of trans-signaling via the agonistic soluble IL-6R in human diseases.” Biochimica et
Biophysica Acta. 1592 (3): 323–343.)
In March 2020, we expedited
development and cGMP manufacturing of TZLS-501 for treatment of patients infected with coronavirus COVID-19. TZLS-501 was to be administered
using a proprietary inhalation formulation technology.
On August 24, 2020 we announced
that the USPTO had granted a patent for methods and use of fully human mAb (TZLS-501) that recognizes both IL-6R and IL-6 receptor complex
with IL-6 (IL-6R/IL-6) for prophylactic and therapeutic intervention for human diseases. We initially entered into a world-wide exclusive
license from Novimmune in 2017. The license is currently maintained with Bristol Myers Squibb. The patent (No. 10,759,862) was
published by the USPTO on September 1, 2020. The grant of this additional patent on TZLS-501 is of particular significance for the potential
treatment of COVID-19 and other pulmonary diseases such as acute respiratory distress syndrome (ARDS).
We filed a patent on inhalation
delivery of TZLS-501 using a hand-held nebulizer for direct delivery in lungs. It is expected that the direct delivery of TZLS-501 might
rapidly deplete the excessive levels of IL-6 present in lungs to provide rapid relief. TZLS-501 is a novel anti-IL-6R mAb that also depletes
circulating levels of IL-6 and its biochemical functions are not interfered by the excessive level of IL-6. Hence, we believe TZLS-501
is very well distinguished from Actemra® and Kevzara®. Currently, we are developing TZLS-501 for treatment of COVID-19. The underlying
scientific approach is to deplete IL-6 and suppress the cytokine storm in lungs. This approach might be applicable for treatment of all
variants of COVID-19.. We are also considering evaluation of inhaled TZLS-501 for treatment of pulmonary fibrosis, which is an unmet
medical need. We have completed cGMP manufacturing and IND-enabling studies with this antibody and intends to initiate an initial Phase
1 clinical study shortly.
Milciclib
(TZLS-201)
We
are developing Milciclib, for which we in-licensed the intellectual property from Nerviano Medical Sciences S.r.l. in 2015, as a potential
treatment for hepatocellular carcinoma, or HCC. A novel feature of Milciclib is its ability to reduce levels of microRNAs, miR-221 and
miR-222. MicroRNAs are small RNA molecules that play a significant role in the regulation of gene expression. miR-221 and miR-222 are
believed to be linked to the development of blood supply (angiogenesis) in cancer tumors. Levels of these microRNAs are consistently
elevated in HCC patients and may contribute towards resistance to treatment with Sorafenib, a multikinase inhibitor (a drug which may
inhibit the cellular division and proliferation associated with certain cancers) often prescribed to HCC patients as the Standard of
Care.
To date, Milciclib has
been studied in a total of eight completed Phase 1 and 2 clinical trials in 316 patients. In these trials, Milciclib was observed to
be well-tolerated and showed initial signals of anti-tumor action. Prior to in-licensing, Milciclib was granted orphan designation by
the European Commission and by the FDA for the treatment of malignant thymoma and an aggressive form of thymic carcinoma in patients
previously treated with chemotherapy. In two Phase 2a trials, CDKO-125a-006 and CDKO125a-007, Milciclib showed signs of slowing disease
progression and acceptable safety. We initiated a Phase 2a trial (CDKO-125a-010) of Milciclib safety and tolerability as a single therapy
in sorafenib-intolerant patients with advance cases of HCC in the first half of 2017. Typically, this population of patients have an
advanced form of the disease with poor prognosis and an average overall survival expectancy of three to five months. In May 2018, the
Independent Data Monitor committee, or IDMC, completed an interim analysis of tolerability data from the first eleven treated patients
and recommended expansion of the initial cohort to an additional 20 patients to complete the trial enrolment, which was completed in
December 2018. In March 2019, the IDMC reviewed safety data from patients as of February 26, 2019 and concluded that the administration
of Milciclib to patients with advanced HCC was not associated with unexpected signs or signals of toxicity. 28 out of 31 treated patients
were evaluable, 14 completed the 6-month duration study. The most frequent adverse events such as diarrhea, ascites, nausea, fatigue,
asthenia, fever, ataxia, headache, and rash were manageable. No drug-related deaths were recorded.
The
Phase 2a trial was completed in June 2019 with clinical safety result reported in July 2019 and efficacy results reported in September
2019. The clinical activity assessment in evaluable patients was based on the independent radiological review using the modified Response
Evaluation Criteria in Solid Tumors.
| ● | 14
out of 28 (50%) evaluable patients completed six-month duration of the trial. |
| ● | Both
median TTP and PFS were 5.9 months (95% Confidence Interval (CI) 1.5-6.7 months) out of the
6-months duration of the trial. |
| ● | 16
of 28 (57.1%) evaluable patients showed ’Stable Disease.’ |
| ● | One
patient (3.6%) showed unconfirmed ‘Partial Response.’ |
| ● | 17
of 28 (60.7%) evaluable patients showed ‘Clinical Benefit Rate’ defined
as CBR=CR+PR+SD (with CR representing Complete Remission). |
Since overexpression of
cyclin-dependent kinases, or CDKs, and dysregulation in pRB pathway (regulates transcription factors critical for cell cycle progression)
are prominently associated with tumor cell resistance to certain chemotherapeutic drugs, inhibition of multiple CDKs is an appealing
approach to improve clinical responses in cancer patient’s refractory to existing treatment options. A Phase 1 dose-escalation study
of Milciclib in combination with gemcitabine in patients with refractory solid tumors exhibited clinical activity in patients, including
those who were refractory to gemcitabine. The patients enrolled in this trial were resistant to all existing chemotherapies for cancer.
The trial data showed that Milciclib in combination with gemcitabine provided 36% clinical response to these patients who had shown no
response to gemcitabine when administered alone. These data suggest that Milciclib may be able to overcome drug-resistance. This novel
attribute of Milciclib may have application as an adjuvant therapy in combination with chemotherapies for treatment of refractory, malignant
and advanced cases of cancers. The data from this trial also showed that the combination treatment delayed onset in a patient with non-small
cell lung carcinoma (NSCLC). The preclinical data from an animal study also suggest that orally administered Milciclib might also be
effective in Kras+ (G12C) mutants of NSCLC cancer. These pre-clinical and clinical data strongly warranted further evaluation of the
combination of milciclib + gemcitabine for treatment of NSCLC. We intend to initiate a Phase 2 trial shortly with the combination in
NSCLC patients carrying pan-KRAS+ mutants.
On August 21, 2020 we
announced that the USPTO had granted us a patent on use of Milciclib in combination with tyrosine kinase inhibitors, or TKIs, such as
Sorafenib (Nexavar®), Regorafenib (Stivarga®) and Lenvatinib (Lenvima®) for the treatment of hepatocellular carcinoma, or
HCC, and other cancers in humans. This patent was published by the USPTO on September 1, 2020 as Patent No. 10,758,541. Like
most human cancers, HCC is a complex multi-factorial cancer with multiple underlying mechanisms causing enormous heterogeneity in patient
populations. Consequently, patients with HCC often develop resistance towards the monotherapies of existing therapeutics. Thus, there
is an urgent need for combination drug treatment approaches targeting different mechanisms to achieve better clinical outcomes.
Our
Product Candidates
Our
product candidate pipeline is set forth below:
Development
Pipeline
Risks
Associated with Our Business
Our
business is subject to numerous risks. You should read these risks before you invest in our securities. In particular, our risks include,
but are not limited to, the following:
| ● | We
may fail to demonstrate the safety and therapeutic utility of our product candidates to the
satisfaction of applicable regulatory authorities, which would prevent or delay regulatory
approval and commercialization. |
| ● | We
depend on enrollment of patients in our clinical trials for our product candidates and may
find it difficult to enroll patients in our clinical trials, which could delay or prevent
us from proceeding with clinical trials of our product candidates and could materially adversely
affect our research and development efforts and business, financial condition and results
of operations. |
| ● | Our
independent registered public accounting firm has expressed substantial doubt about our ability
to continue as a going concern, which may hinder our ability to obtain future financing. |
| ● | We
have incurred net losses in every year since our inception. We anticipate that we will continue
to incur losses for the foreseeable future and may never achieve or maintain profitability. |
| ● | We
need substantial additional funding to complete the development of our product candidates,
which may not be available on acceptable terms, if at all. Failure to obtain this necessary
capital when needed may force us to delay, limit or terminate certain of our product development,
research operations or future commercialization efforts, if any. |
| ● | We
rely, and expect to continue to rely, on third parties to conduct our preclinical studies
and clinical trials and for product manufacturing. If these third parties do not successfully
carry out their contractual duties or meet expected deadlines, we may not be able to obtain
regulatory approval for or commercialize our product candidates. |
| ● | Our
rights to develop and commercialize our product candidates are subject to the terms and conditions
of licenses granted to us by others. If we fail to comply with our obligations under our
existing and any future intellectual property licenses with third parties, we could lose
license rights that are important to the business. |
| ● | If
our competitors are able to obtain orphan drug exclusivity for products that constitute the
same drug and treat the same indications as our product candidates, we may not be able to
have competing products approved by applicable regulatory authorities for a significant period
of time. In addition, even if we obtain orphan drug exclusivity for any of our products,
such exclusivity may not protect us from competition. |
| ● | Healthcare
legislative reform measures may have a negative impact on our business and results of operations. |
| ● | A
pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially
and adversely affect our business and operations. |
| ● | We
may re-incorporate in another jurisdiction, and the laws of such jurisdiction will likely
govern all of our material agreements and we may not be able to enforce our legal rights. |
| ● | The
rights of our shareholders may differ from the rights typically offered to shareholders of
a U.S. corporation. |
| ● | As
a foreign private issuer we are exempt from a number of rules under the U.S. securities laws
as well as certain Nasdaq corporate governance rules applicable to U.S. listed companies
and are permitted to file less information with the SEC than U.S. public companies. |
| ● | Claims
of U.S. civil liabilities may not be enforceable against us. |
| ● | If
we are a passive foreign investment company, there could be adverse U.S. federal income tax
consequences to U.S. holders. |
| ● | We
may lose our foreign private issuer status, which would then require us to comply with the
Exchange Act’s domestic reporting regime and cause us to incur significant legal, accounting
and other expenses. |
Corporate
Information
We
were originally incorporated under the laws of England and Wales on February 11, 1998 with the goal of leveraging the expertise
of our management team as well as Dr. Napoleone Ferrara, Dr. Arun Sanyal, Dr. Howard Weiner and Dr. Kevan Herold, and to acquire and
exploit certain intellectual property in biotechnology. We subsequently changed our name to Tiziana Life Sciences plc in April 2014 as
a result of the acquisition of Tiziana Pharma Limited in April 2014. On October 19, 2021, we became a Bermuda-incorporated company that
is tax resident in England. Our new name is Tiziana Life Sciences Ltd.
Our registered office
is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and our telephone number is +44 (0) 20 7495 2379. Our website
address is www.tizianalifesciences.com. The reference to our website is an inactive textual reference only and the information
contained in, or that can be accessed through, our website is not a part of this registration statement. Our agent for service of process
in the United States is Tiziana Therapeutics, Inc.
“Tiziana,”
the Tiziana logo and other trademarks or service marks of Tiziana Life Sciences Ltd. appearing in this prospectus are the property of
Tiziana or our subsidiaries. This prospectus contains additional trade names, trademarks and service marks of others, which are the property
of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the
® or TM symbols.
RISK
FACTORS
Investing
in our securities involves significant risk. The prospectus supplement applicable to each offering of our securities will contain a discussion
of the risks applicable to an investment in our company. Prior to making a decision about investing in our securities, you should carefully
consider the specific factors discussed under the heading “Risk Factors” in the applicable prospectus supplement, together
with all of the other information contained or incorporated by reference in the prospectus supplement or appearing or incorporated by
reference in this prospectus. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk
Factors” included in our most recent Annual Report on Form 20-F and any subsequent Annual Reports on Form 20-F we
file after the date of this prospectus, and all other information contained in or incorporated by reference into this prospectus or the
registration statement of which this prospectus forms a part, as updated by our subsequent filings under the Exchange Act and the risk
factors and other information contained in any applicable prospectus supplement before acquiring any of our securities. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any
of these risks might cause you to lose all or part of your investment in the offered securities.
CAPITALIZATION
A
prospectus supplement or report on Form 6-K incorporated by reference into the registration statement of which this prospectus forms a
part will include information on our consolidated capitalization.
USE
OF PROCEEDS
Except
as otherwise provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of the securities offered
by this prospectus for general corporate purposes, which may include working capital, capital expenditures, research and development
expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, and the
repayment, refinancing, redemption or repurchase of indebtedness or capital stock.
The
intended application of proceeds from the sale of any particular offering of securities using this prospectus will be described in the
accompanying prospectus supplement relating to such offering. The precise amount and timing of the application of these proceeds will
depend on our funding requirements and the availability and costs of other funds.
DESCRIPTION
OF SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION
Introduction
Set forth below is a summary
of certain information concerning our share capital as well as a description of certain provisions of our memorandum of association,
or Memorandum, and relevant provisions of the Bermuda Companies Act. The summary below contains only material information concerning
our share capital and corporate status and does not purport to be complete and is qualified in its entirety by reference to our memorandum
of association and applicable Bermuda law.
We were originally incorporated
under the laws of England and Wales on February 11, 1998 under the name of Bigboom plc, with the goal of leveraging the expertise of
our management team as well as Dr. Napoleone Ferrara, Dr. Arun Sanyal, Dr. Howard Weiner and Dr. Kevan Herold, and to acquire and exploit
certain intellectual property in biotechnology. We subsequently changed our name to Tiziana Life Sciences plc in April 2014 as a result
of the acquisition of Tiziana Pharma Limited in April 2014. On October 19, 2021, pursuant to a UK scheme of arrangement, a Bermuda-incorporated
company that is tax resident in England acquired the business of Tiziana Life Sciences plc, in succession to us, and the holders of ordinary
shares of Tiziana Life Sciences plc received new common shares of the Bermuda company in exchange for their ordinary shares of Tiziana
Life Sciences plc. Our new name, operating as a Bermuda company, is Tiziana Life Sciences Ltd.
Our registered office
is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and our telephone number is +44 (0) 20 7495 2379. Our website
address is www.tizianalifesciences.com. The reference to our website is an inactive textual reference only and the information
contained in, or that can be accessed through, our website is not a part of this registration statement.
General
Our share capital comprises
common shares of par value $0.001 each and preference shares of par value $0.001 each. Subject to a resolution of shareholders to the
contrary and any special rights previously conferred on the holders of any existing shares or class of shares, the Board is authorized
to issue any unissued shares on such terms and conditions as it may determine.
Share
Capital
Voting
Rights
Each
holder of our common shares is entitled to one vote for each share on all matters submitted to a vote of the shareholders. Under our
Bye-laws, at any general meeting held for the purpose of electing directors at which a quorum is present, the director nominees receiving
the most votes (up to the number of Directors to be elected) shall be elected as Directors, and an absolute majority of the votes cast
shall not be a prerequisite to the election of such Directors.
Dividends
The Board may, subject
to the our Bye-laws and in accordance with Section 54 of the Bermuda Companies Act, declare a dividend to be paid to the shareholders,
in proportion to the number of shares held by them, and such dividend may be paid in cash or in specie. Dividends unclaimed after seven
years from the date when the respective dividend became payable shall, if the Board so resolves, be forfeited and cease to remain owing
by us.
Liquidation
On winding-up the liquidator
may with the authority of a resolution of the members, divide the whole or any part of our the assets among the shareholders, in whole
or part, in specie or vest the whole or any part of the assets upon such trusts as the liquidator shall think fit.
Rights and Preferences
The rights, preferences
and privileges of the holders of our common shares is subject to and may be adversely affected by the rights of the holders of shares
of any series of preference shares that we may designate in the future.
Preferred Stock
Subject to our Bye-laws
and Bermuda law, the Board has the power to issue any of our unissued shares as it determines, including the issuance of any shares or
class of shares with preferred, deferred or other special rights.
DESCRIPTION
OF WARRANTS
We
may issue and offer warrants under the material terms and conditions described in this prospectus and any accompanying prospectus supplement.
The accompanying prospectus supplement may add, update or change the terms and conditions of the warrants as described in this prospectus.
We
may issue warrants to purchase our common shares. Warrants may be issued independently or together with any securities and may be attached
to or separate from those securities. The warrants may be issued under warrant or subscription agreements to be entered into between
us and a bank or trust company, as warrant agent, all of which will be described in the prospectus supplement relating to the warrants
we are offering. The warrant agent will act solely as our agent in connection with the warrants and will not have any obligation or relationship
of agency or trust for or with any holders or beneficial owners of warrants.
The
particular terms of the warrants, the warrant or subscription agreements relating to the
warrants and the warrant certificates representing the warrants will be described in the
applicable prospectus supplement, including, as applicable:
| ● | the
title of such warrants; |
| ● | the
aggregate number of such warrants; |
| ● | the
price or prices at which such warrants will be issued and exercised; |
| ● | the
currency or currencies in which the price of such warrants will be payable; |
| ● | the
date on which the right to exercise such warrants shall commence and the date on which such
right shall expire; |
| ● | if
applicable, the minimum or maximum amount of such warrants which may be exercised at any
one time; |
| ● | if
applicable, the designation and terms of the securities with which such warrants are issued
and the number of such warrants issued with each such security; |
| ● | if
applicable, the date on and after which such warrants and the related securities will be
separately transferable; |
| ● | if
applicable, any provisions for cashless exercise of the warrants; |
| ● | if
applicable, any exercise limitations with respect to the ownership limitations by the holder
exercising the warrant; |
| ● | information
with respect to book-entry procedures, if any; |
| ● | any
material U.K. and United States federal income tax consequences; |
| ● | the
anti-dilution provisions of the warrants, if any; and |
| ● | any
other terms of such warrants, including terms, procedures and limitations relating to the
exchange and exercise of such warrants. |
Holders
of warrants will not be entitled, solely by virtue of being holders, to vote, to consent, to receive dividends, to receive notice as
shareholders with respect to any meeting of shareholders for the election of directors or any other matters, or to exercise any rights
whatsoever as a holder of the equity securities purchasable upon exercise of the warrants.
The
description in the applicable prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in
its entirety by reference to the applicable warrant agreement and warrant certificate, which will be filed with the SEC if we offer warrants.
For more information on how you can obtain copies of the applicable warrant agreement if we offer warrants, see “Where You Can
Find More Information” and “Incorporation of Certain Information by Reference.” We urge you to read any applicable
prospectus supplement and the applicable warrant agreement and form of warrant certificate in their entirety.
DESCRIPTION
OF UNITS
We
may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit will be issued
so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights
and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The
applicable prospectus supplement will describe:
| ● | the
designation and terms of the units and of the securities comprising the units, including
whether and under what circumstances those securities may be held or transferred separately; |
| ● | any
unit agreement under which the units will be issued; |
| ● | any
provisions for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units; and |
| ● | whether
the units will be issued in fully registered or global form. |
The
applicable prospectus supplement will describe the terms of any units. The preceding description and any description of units in the
applicable prospectus supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the
unit agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units. For more information on
how you can obtain copies of the applicable unit agreement if we offer units, see “Where You Can Find More Information” and
“Incorporation of Certain Information by Reference.” We urge you to read the applicable unit agreement and any applicable
prospectus supplement in their entirety.
PLAN
OF DISTRIBUTION
The
securities being offered by this prospectus may be sold:
| ● | to
or through one or more underwriters on a firm commitment or agency basis; |
| ● | through
put or call option transactions relating to the securities; |
| ● | to
or through dealers, who may act as agents or principals, including a block trade (which may
involve crosses) in which a broker or dealer so engaged will attempt to sell as agent but
may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | through
privately negotiated transactions; |
| ● | purchases
by a broker or dealer as principal and resale by such broker or dealer for its own account
pursuant to this prospectus; |
| ● | directly
to purchasers, including our affiliates, through a specific bidding or auction process, on
a negotiated basis or otherwise; |
| ● | exchange
distributions and/or secondary distributions; |
| ● | ordinary
brokerage transactions and transactions in which the broker solicits purchasers; |
| ● | in
“at-the-market” offerings, within the meaning of Rule 415(a)(4) of the Securities
Act to or through a market maker or into an existing trading market, on an exchange or otherwise; |
| ● | transactions
not involving market makers or established trading markets, including direct sales or privately
negotiated transactions; |
| ● | transactions
in options, swaps or other derivatives that may or may not be listed on an exchange; |
| ● | through
any other method permitted pursuant to applicable law; or |
| ● | through
a combination of any such methods of sale. |
At
any time a particular offer of the securities covered by this prospectus is made, a revised prospectus or prospectus supplement, if required,
will be distributed which will set forth the aggregate amount of securities covered by this prospectus being offered and the terms of
the offering, including the name or names of any underwriters, dealers, brokers or agents, any discounts, commissions, concessions and
other items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed or paid to dealers.
Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a
part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of the securities
covered by this prospectus. In order to comply with the securities laws of certain states, if applicable, the securities sold under this
prospectus may only be sold through registered or licensed broker-dealers. In addition, in some states the securities may not be sold
unless they have been registered or qualified for sale in the applicable state or an exemption from registration or qualification requirements
is available and is complied with.
The
distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions
on The Nasdaq Global Market or any other organized market where the securities may be traded. The securities may be sold at a fixed price
or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing market prices
or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters or broker-dealers
may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts, concessions or commissions
to be received from us or from the purchasers of the securities. Any dealers and agents participating in the distribution of the securities
may be deemed to be underwriters, and compensation received by them on resale of the securities may be deemed to be underwriting discounts.
If any such dealers or agents were deemed to be underwriters, they may be subject to statutory liabilities under the Securities Act.
Agents
may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement any
agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise indicated
in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any agent selling the
securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities Act, of the securities.
To
the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to
the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant to a distribution
agreement, we will sell any of our listed securities to or through one or more underwriters or agents, which may act on an agency basis
or on a principal basis. During the term of any such agreement, we may sell any of our listed securities on a daily basis in exchange
transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that any of our listed
securities which are sold will be sold at prices related to the then prevailing market prices for our listed securities. Therefore, exact
figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described in a
prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters
or agents may agree to solicit offers to purchase, blocks of our listed securities. The terms of each such distribution agreement will
be set forth in more detail in a prospectus supplement to this prospectus.
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered to the public either
through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters.
If an underwriter or underwriters are used in the sale of securities, an underwriting agreement will be executed with the underwriter
or underwriters, as well as any other underwriter or underwriters, with respect to a particular underwritten offering of securities,
and will set forth the terms of the transactions, including compensation of the underwriters and dealers and the public offering price,
if applicable. The prospectus and prospectus supplement will be used by the underwriters to resell the securities.
If
a dealer is used in the sale of the securities, we or an underwriter will sell the securities to the dealer, as principal. The dealer
may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale. To the extent required,
we will set forth in the prospectus supplement the name of the dealer and the terms of the transactions.
We
may directly solicit offers to purchase the securities and may make sales of securities directly to institutional investors or others.
These persons may be deemed to be underwriters within the meaning of the Securities Act with respect to any resale of the securities.
To the extent required, the prospectus supplement will describe the terms of any such sales, including the terms of any bidding or auction
process, if used.
Agents,
underwriters and dealers may be entitled under agreements which may be entered into with us to indemnification by us against specified
liabilities, including liabilities incurred under the Securities Act, or to contribution by us to payments they may be required to make
in respect of such liabilities. If required, the prospectus supplement will describe the terms and conditions of the indemnification
or contribution. Some of the agents, underwriters or dealers, or their affiliates may be customers of, engage in transactions with or
perform services for us or our subsidiaries.
Any
person participating in the distribution of securities registered under the registration statement that includes this prospectus will
be subject to applicable provisions of the Exchange Act and the applicable SEC rules and regulations, including, among others, Regulation M,
which may limit the timing of purchases and sales of any of our securities by that person. Furthermore, Regulation M may restrict
the ability of any person engaged in the distribution of our securities to engage in market-making activities with respect to our securities.
These restrictions may affect the marketability of our securities and the ability of any person or entity to engage in market-making
activities with respect to our securities.
Certain
persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions, penalty bids
and other transactions that stabilize, maintain or otherwise affect the price of the offered securities. These activities may maintain
the price of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing
bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below:
| ● | a
stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose
of pegging, fixing or maintaining the price of a security. |
| ● | a
syndicate covering transaction means the placing of any bid on behalf of the underwriting
syndicate or the effecting of any purchase to reduce a short position created in connection
with the offering. |
| ● | a
penalty bid means an arrangement that permits the managing underwriter to reclaim a selling
concession from a syndicate member in connection with the offering when offered securities
originally sold by the syndicate member are purchased in syndicate covering transactions. |
These
transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted
for trading on that automated quotation system, or in the over-the-counter market or otherwise.
If so indicated in the applicable
prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase
offered securities from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. Such contracts will be subject only to those conditions set forth
in the prospectus supplement and the prospectus supplement will set forth the commission payable for solicitation of such contracts.
In
addition, the securities may be issued upon conversion of or in exchange for debt securities or other securities.
Any
underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but such
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The offered securities
may or may not be listed on a national securities exchange. No assurance can be given that there will be a market for the offered securities.
Any
securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act, may be sold under Rule 144
or Regulation S rather than pursuant to this prospectus.
In
connection with offerings made through underwriters or agents, we may enter into agreements with such underwriters or agents pursuant
to which we receive our outstanding securities in consideration for the securities being offered to the public for cash. In connection
with these arrangements, the underwriters or agents may also sell securities covered by this prospectus to hedge their positions in these
outstanding securities, including in short sale transactions. If so, the underwriters or agents may use the securities received from
us under these arrangements to close out any related open borrowings of securities.
We
may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, such third parties
(or affiliates of such third parties) may sell securities covered by this prospectus and the applicable prospectus supplement, including
in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities pledged by us or borrowed
from us or others to settle those sales or to close out any related open borrowings of shares, and may use securities received from us
in settlement of those derivatives to close out any related open borrowings of shares. The third parties (or affiliates of such third
parties) in such sale transactions will be underwriters and will be identified in the applicable prospectus supplement (or a post-effective
amendment).
We
may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus.
Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous
offering of other securities offered by this prospectus or in connection with a simultaneous offering of other securities offered by
this prospectus.
TAXATION
The
material U.S. federal income tax consequences relating to the purchase, ownership and disposition of any of the securities offered by
this prospectus will be set forth in the prospectus supplement offering those securities.
EXPENSES
The
following is a statement of expenses in connection with the distribution of the securities registered. All amounts shown are estimates
except the SEC registration fee and FINRA fee. The estimates do not include expenses related to offerings of particular securities. Each
prospectus supplement describing an offering of securities will reflect the estimated expenses related to the offering of securities
under that prospectus supplement.
U.S. Securities and Exchange Commission registration
fee | |
$ | 27,275 | |
FINRA fee | |
| 38,000 | |
Legal fees and expenses | |
| 30,000 | |
Accounting fees and expenses | |
| 10,000 | |
Other miscellaneous fees and expenses | |
| 2,225 | |
Total | |
$ | 107,500 | |
LEGAL
MATTERS
Certain legal matters
with respect to Bermuda law with respect to the validity of the offered securities will be passed upon for the Company by Conyers Dill
& Pearman Limited. Sheppard Mullin Richter & Hampton, LLP, New York, New York, will be passing upon matters of United States
law for us with respect to securities offered by this prospectus and any accompanying prospectus supplement.
EXPERTS
The Form 20-F for the fiscal year
ended 31 December 2020 which includes the consolidated financial statements of Tiziana Life Sciences plc as of December 31, 2020 and 2019,
and for each of the years then ended, together with the report of Mazars LLP, an independent registered public accounting firm has been
incorporated by reference upon the authority of said firm as experts in accounting and auditing. The registered business address
of Mazars LLP is Tower Bridge House, St Katharine’s Way, London E1W 1DD.
ENFORCEMENT
OF CIVIL LIABILITIES
We
are incorporated and currently existing under the laws of Bermuda. In addition, certain of our directors and officers reside outside
the United States, and most of the assets of our non-U.S. subsidiaries are located outside the United States. As a result, it may be
difficult for investors to effect service of process on us or those persons in the United States or to enforce in the United States judgments
obtained in United States courts against us or those persons based on the civil liability or other provisions of the United States securities
laws or other laws. In addition, uncertainty exists as to whether the courts of Bermuda would:
|
● |
recognize or enforce judgments
of United States courts obtained against us or our directors or officers predicated upon the civil liabilities provisions of the
securities laws of the United States or any state in the United States; or |
|
● |
entertain original actions
brought in England and Wales against us or our directors or officers predicated upon the securities laws of the United States or
any state in the United States. |
We have been advised by
Conyers Dill & Pearman Limited that there is currently no treaty between (i) the United States and (ii) Bermuda providing
for reciprocal recognition and enforcement of judgments of United States courts in civil and commercial matters (although the United
States and the United Kingdom are both parties to the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards)
and that a final judgment for the payment of money rendered by any general or state court in the United States based on civil liability,
whether predicated solely upon the United States securities laws, would not be automatically enforceable in Bermuda. We have also been
advised by Conyers Dill & Pearman Limited that any final and conclusive monetary judgment for a definite sum obtained against us
in United States courts would be treated by the courts of England and Wales as a cause of action in itself and sued upon as a debt at
common law so that no retrial of the issues would be necessary, provided that (1) the U.S. court had proper jurisdiction over the parties
subject to the judgment; (2) the U.S. court did not contravene the rules of natural justice of Bermuda; (3) the U.S. judgment was not
obtained by fraud; (4) the enforcement of the U.S. judgment would not be contrary to the public policy of Bermuda; (5) no new admissible
evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda; (6) there is due compliance
with the correct procedures under the laws of Bermuda; and (7) the U.S. judgment is not inconsistent with any judgment of the courts
of Bermuda in respect of the same matter
Whether
these requirements are met in respect of a judgment based upon the civil liability provisions of the United States securities laws, including
whether the award of monetary damages under such laws would constitute a penalty, is an issue for the court making such decision.
Subject to the foregoing,
investors may be able to enforce in Bermuda judgments in civil and commercial matters that have been obtained from U.S. federal or state
courts. Nevertheless, we cannot assure you that those judgments will be recognized or enforceable in Bermuda.
If a Bermuda court gives
judgment for the sum payable under a U.S. judgment, the Bermuda judgment will be enforceable by methods generally available for this
purpose. These methods generally permit the Bermuda court discretion to prescribe the manner of enforcement. In addition, it may not
be possible to obtain an Bermuda judgment or to enforce that judgment if the judgment debtor is or becomes subject to any insolvency
or similar proceedings, or if the judgment debtor has any set-off or counterclaim against the judgment creditor. Also note that, in any
enforcement proceedings, the judgment debtor may raise any counterclaim that could have been brought if the action had been originally
brought in Bermuda unless the subject of the counterclaim was in issue and denied in the U.S. proceedings.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to other documents which we have filed or will file with the SEC. The information incorporated by
reference is considered a part of this prospectus and should be read carefully. Certain information in this prospectus supersedes information
incorporated by reference that we filed with the SEC prior to the date of this prospectus. Certain information that we file later with
the SEC will automatically update and supersede the information in this prospectus. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We
incorporate by reference into this prospectus and the registration statement of which it is a part the following documents, including
any amendments to such filings:
| ● | our
Annual Report on Form 20-F
for the fiscal year ended December 31, 2020; |
|
● |
our Reports on Form 6-K and 6-K/A furnished
to the SEC on January 4,
2021, January 13, 2021,
January 20, 2021, January
27, 2021, February 2,
2021, February 3, 2021,
February 5, 2021, (2),
February 26, 2021, March
30, 2021 (2), April 13,
2021, May 5, 2021, May
21, 2021, May 25, 2021,
May 26, 2021, June
17, 2021, June 21, 2021,
June 23, 2021, June
25, 2021, July 2, 2021,
July 8, 2021, August
17, 2021, August 20, 2021,
September 2, 2021, September
24, 2021, September 27, 2021,
October 19, 2021, October
21, 2021, January 10,
2022, January 13, 2022,
January 20, 2022,
January
24, 2022, February 4,
2022, and February
22, 2022; |
|
● |
our Current Report on Form
8-K filed with the SEC on October 21, 2021; and |
|
● |
the description of our common shares contained
in our Registration Statement on Form 8-A filed
with the SEC on October 30, 2018, including any amendments or reports filed for the purpose of updating such description. |
We
are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the SEC and certain reports
on Form 6-K that we furnish to the SEC after the date of this prospectus (if they state that they are incorporated by reference
into this prospectus) prior to the termination of this offering. In all cases, you should rely on the later information over different
information included in this prospectus or any accompanying prospectus supplement.
Unless
expressly incorporated by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to,
but not filed with, the SEC. Copies of all documents incorporated by reference in this prospectus, other than exhibits to those documents
unless such exhibits are specifically incorporated by reference in this prospectus, will be provided at no cost to each person, including
any beneficial owner, who receives a copy of this prospectus on the written or oral request of that person made to:
Tiziana
Life Sciences Ltd.
Clarendon House,
2 Church Street,
Hamilton HM 11,
Bermuda
+44 (0) 20 7495 2379
You
may also access these documents on our website, www.tizianalifesciences.com. The information contained on, or that can be
accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an
inactive textual reference.
You
should rely only on information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide
you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We are not making
offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
WHERE
YOU CAN FIND MORE INFORMATION
We have filed with the SEC
a registration statement (including amendments and exhibits to the registration statement) on Form F-3 under the Securities Act.
This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement
and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and
the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration
statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed
as an exhibit is qualified in all respects by the filed exhibit.
We
are subject to the informational requirements of the Exchange Act. Our Annual Report on Form 20-F for the year ending December 31,
2020 has been filed with the SEC. The company has also filed periodic reports with the SEC on Form 6-K. You may inspect and copy
reports and other information filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC
maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC.
The address of that website is www.sec.gov.
As
a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content
of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to
file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered
under the Exchange Act.
PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 8. Indemnification
Of Directors And Officers
Section 98 of the Companies
Act provides generally that a Bermuda company may indemnify its directors, officers and auditors against any liability which by virtue
of any rule of law would otherwise be imposed on them in respect of any negligence, default, breach of duty or breach of trust, except
in cases where such liability arises from fraud or dishonesty of which such director, officer or auditor may be guilty in relation to
the company. Section 98 further provides that a Bermuda company may indemnify its directors, officers and auditors against any liability
incurred by them in defending any proceedings, whether civil or criminal, in which judgment is awarded in their favor or in which they
are acquitted or granted relief by the Supreme Court of Bermuda pursuant to Section 281 of the Companies Act.
Our bye-laws provide that
we shall indemnify our officers and directors in respect of their actions and omissions, except in respect of their fraud or dishonesty,
and that we shall advance funds to our officers and directors for expenses incurred in their defense upon receipt of an undertaking to
repay the funds if any allegation of fraud or dishonesty is proved. Our bye-laws provide that the shareholders waive all claims or rights
of action that they might have, individually or in right of the company, against any of the company’s directors or officers for
any act or failure to act in the performance of such director’s or officer’s duties, except in respect of any fraud or dishonesty
of such director or officer. Section 98A of the Companies Act permits us to purchase and maintain insurance for the benefit of any officer
or director in respect of any loss or liability attaching to him in respect of any negligence, default, breach of duty or breach of trust,
whether or not we may otherwise indemnify such officer or director. We have purchased and maintain a directors’ and officers’
liability policy for such purpose.
Reference
is made to Item 10 of the Registrant’s undertakings with respect to liabilities arising under the Securities Act.
Item 9. Exhibits
See
the Exhibit Index included herewith which is incorporated herein by reference.
Item 10. Undertakings
The
undersigned registrant hereby undertakes:
(a)
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-3 or Form F-3
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing
the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person
that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the
securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; or
(5)
That, for the purpose of determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
That, for purposes of determining any liability under the Securities Act each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c)
The undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth
the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed
securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters
is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to
set forth the terms of such offering.
(d)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(e)
The undersigned Registrant hereby undertakes that:
i.
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
ii.
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(f)
The undersigned Registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed
by the SEC under Section 305(b)(2) of the Trust Indenture Act.
EXHIBIT INDEX
| ** | To
be filed, if applicable, by amendment, or as an exhibit to a report on Form 6-K and
incorporated herein by reference. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of London, United Kingdom, on the 25th day of February, 2022.
|
TIZIANA LIFE SCIENCES LTD |
|
|
|
By: |
/s/ Kunwar Shailubhai |
|
|
Kunwar Shailubhai, Chief Executive Officer |
Pursuant
to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and
on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/ Kunwar Shailubhai |
|
Chief Executive Officer and Director |
|
February 25, 2022 |
Kunwar Shailubhai |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
* |
|
Finance Director |
|
February 25, 2022 |
Keeren Shah |
|
(Principal Financial Officer and
Principal Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Executive Chairman |
|
February 25, 2022 |
Gabriele Cerrone |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
February 25, 2022 |
Willy Simon |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
|
John Brancaccio |
|
|
|
February 25, 2022 |
Tiziana Therapeutics, Inc. |
|
|
|
|
|
|
By: |
/s/ Kunwar Shailubhai |
|
Authorized U.S. Representative |
|
February 25, 2022 |
|
Name: |
Kunwar Shailubhai |
|
|
|
|
|
Title: |
Director |
|
|
|
|
* By: |
/s/ Kunwar Shailubhai_ |
|
|
Kunwar Shailubhai |
|
|
Attorney-in-Fact |
|
Tiziana Life Sciences (NASDAQ:TLSA)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Tiziana Life Sciences (NASDAQ:TLSA)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024