Full Press Release Details
ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR
THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014
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 JURISDICTION
Proposed U.S. Public Offering of ADSs
York and London, February 17, 2020 - 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. Each ADS represents five
(5) Ordinary Shares. Tiziana expects to grant the underwriters a 45-day option to purchase additional ADSs offered in the public
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.
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.
intends to use the net proceeds from the proposed offering to advance the clinical development of Foralumab, and its other research
and development programs, working capital and other general corporate purposes.
("ThinkEquity"), a division of Fordham Financial Management, Inc., is acting as the representative of the underwriters
Offering is being made only by means of a prospectus supplement, 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).
shelf registration statement on Form F-3 (File No. 333-236013) relating to the ADSs to be issued in the proposed offering was
previously filed with the Securities and Exchange Commission (SEC) and was declared effective on February 6, 2020. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy 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.
preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with
the SEC. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the
effective registration statement. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to
the securities being offered 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 supplement and accompanying prospectus will also be available on the website of the SEC at
person who arranged for the release of this announcement on behalf of the Company was Tiziano Lazzaretti, Chief Financial Officer
Tiziana Life Sciences plc
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 is desirable.
readers in the European Economic Area
any member state in the European Economic Area (each, a "Member State") that has implemented the Prospectus Regulation
(as defined below), 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 (EU) 2017/1129.
readers in the United Kingdom
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.
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.