Full Press Release Details
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR
THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
Tiziana Announces Publication of Registration
Statement on Form F-1 and
Proposed U.S. Public Offering of ADSs
New York and London, August 6, 2019 -
Tiziana Life Sciences plc (NASDAQ: TLSA; AIM: TILS) (the "Company" or "Tiziana"), a U.S. and
U.K. biotechnology company that focuses on the discovery and development of novel molecules to treat human disease in oncology
and immunology, today announces the commencement of an underwritten public offering in the United States of American Depositary
Shares ("ADSs"), representing ordinary shares of nominal value 0.03 each in the capital of the Company
("Ordinary Shares") on the NASDAQ Global Market (the "Offering"). There can be no assurance
as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The price for the Offering
has not yet been determined.
All ADSs to be sold in the Offering will
be offered by the Company. The number of Ordinary Shares represented by ADSs comprised in the Offering will be within existing
shareholder authorities.
ThinkEquity, a division of Fordham Financial
Management, Inc., is acting as the representative of the underwriters in the Offering.
The Offering is being made only by means
of a prospectus, which, for the avoidance of doubt, will not constitute a "prospectus" for the purposes of the Prospectus
Regulation (as defined below) and has not been reviewed by any competent authority in any Member State (as defined below).
When available, copies of the preliminary
prospectus relating to and describing the terms of the Offering may be obtained from ThinkEquity, a division of Fordham Financial
Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, or by email
at prospectus@think-equity.com. Electronic copies of the preliminary prospectus will also be available on the website of the SEC
A registration statement relating to these
securities has been filed with the SEC but has not yet become effective. These securities may not be sold, nor may offers to buy
these securities be accepted, prior to the time the registration statement becomes effective. This announcement shall not constitute
an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
The person who arranged for the release
of this announcement on behalf of the Company was Tiziano Lazzaretti, Chief Financial Officer of Tiziana.
Tiziana Life Sciences is a UK biotechnology
company that focuses on the discovery and development of novel molecules to treat human disease in oncology and immunology. We
believe Foralumab is the only fully human anti-CD3 mAb in clinical development in the world. This compound has potential application
in a wide range of autoimmune and inflammatory diseases, such as NASH, primary biliary cholangitis (PBS), ulcerative colitis, MS,
type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response
For readers in the European Economic
In any member state in the European Economic
Area (each, a "Member State"), this announcement is only addressed to and directed at qualified investors in that
Member State within the meaning of the Prospectus Regulation. The term "Prospectus Regulation" means Regulation
For readers in the United Kingdom
This announcement, in so far as it constitutes
an invitation or inducement to enter into investment activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000, as amended) in connection with the securities which are the subject of the Offering described in this announcement or
otherwise, is being directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience
in matters relating to investments who fall within Article 19(5) ("Investment professionals") of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (iii) certain high
value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations
etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together
being referred to as "relevant persons"). The ADSs offered in the Offering are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such ADSs will be engaged in only with relevant persons. Any person
who is not a relevant person should not act or rely on this announcement or any of its contents.
Forward-Looking Statements
Certain statements made in this announcement
are forward-looking statements including with respect to the creation of a trading market for ADSs representing the Ordinary Shares
in the United States. These forward-looking statements are not historical facts but rather are based on the Company's current expectations,
estimates, and projections about its industry; its beliefs; and assumptions. Words such as anticipates,' expects,' intends,'
plans,' believes,' seeks,' estimates,' and similar expressions are intended to identify forward-looking statements. These statements
are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of
which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those
expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders
not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements
are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements
to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law
or by any appropriate regulatory authority.
For further enquiries:
| Tiziana Life Sciences plc Gabriele Cerrone, Chairman and founder | +44 (0)20 7495 2379 |
| ThinkEquity, a division of Fordham Financial Management, Inc. Ramnarain Jaigobind / Priyanka Mahajan | (877) 436-3673 |
| Cairn Financial Advisers LLP (Nominated adviser) Liam Murray / Jo Turner | +44 (0)20 7213 0880 |
| Shore Capital (Broker) Andy Crossley / Antonio Bossi | +44 (0)20 7601 6125 |