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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
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 Pricing of U.S. Follow-On
Offering of ADSs Raising $10 million
New York and London, March 11, 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 announced the pricing of its underwritten follow-on public offering (the "Offering") of
American Depositary Shares ("ADSs") on the NASDAQ Global Market. Tiziana will issue 3,333,333 ADSs (representing
16,666,665 new ordinary shares of nominal value 0.03 each in the capital of the Company ("Ordinary Shares"))
at a price to the public of $3.00 per ADS raising gross proceeds of approximately $10 million (before deducting underwriting discount,
commissions and offering expenses). Each ADS offered represents five (5) Ordinary Shares. In addition, Tiziana has granted the
underwriters a 45-day option to purchase up to an additional 500,000 ADSs on the same terms and conditions (the "Option").
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 (including by way of the exercise of the Option) will be within existing shareholder authorities.
ThinkEquity, a division of Fordham Financial
Management, Inc., is acting as the sole book-running manager for the Offering.
The closing of the Offering is expected
to occur on March 16, 2020, subject to customary closing conditions.
Tiziana intends to use the net proceeds
received from this Offering (i) to advance the clinical development of Foralumab, (ii) to initiate a trial in HCC patients with
Milciclib, (iii) to expedite clinical development of TZLS-501 for coronavirus COVID-19, and for working capital and other general
Tiziana's Ordinary Shares are admitted
to trading on AIM, a market of the London Stock Exchange plc ("AIM"), under the symbol "TILS". The
ADSs are listed for trading on the Nasdaq Global Market under the symbol "TLSA".
This Offering is being made pursuant to
a registration statement on Form F-3, as amended (File No. 333-236013), previously filed with the U.S. Securities and Exchange
Commission (the "SEC"), which became effective on February 6, 2020.
shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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. A preliminary prospectus supplement
and accompanying base prospectus relating to this offering have been filed with the SEC and are available at the SEC's
website at http://www.sec.gov. Before investing in Tiziana's securities, you should read the preliminary prospectus
supplement and the accompanying base prospectus and the documents incorporated by reference therein for information about Tiziana
and this Offering. A final prospectus supplement related to the Offering will also be filed with the SEC.
final prospectus supplement and accompanying prospectus relating to the offering, when available, 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, by email at prospectus@think-equity.com. Electronic copies of the final prospectus supplement and accompanying
prospectus will also be available on the SEC's website at http://www.sec.gov.
In conformity with DTR 5.6.1, the Company
notifies that as at the date of this announcement, it has a single class of shares in issue being Ordinary Shares and that following
the issue of the Ordinary Shares to be issued in the Offering (excluding any to be issued pursuant to the Option), the total number
of Ordinary Shares in issue will be 153,321,181. There are no Ordinary Shares held in treasury. Each Ordinary Share entitles the
holder to a single vote at general meetings of the Company.
Application will be made to the London
Stock Exchange for the Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is expected to occur
on or around 17 March 2020.
The figure of 153,321,181 Ordinary Shares
may be used by shareholders (and others with notification obligations) as the denominator for the calculations by which they will
determine whether they are required to notify their interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.
Following admission of the Ordinary Shares
to be issued in the Offering (excluding any to be issued pursuant to the Option), the fully diluted issued share capital of the
Company will consist of 179,148,059 Ordinary Shares.
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.
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the ADSs offered in the Offering have been subject to a product
approval process, which has determined that the ADSs offered in the Offering are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II;
and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the ADSs offered
in the Offering may decline and investors could lose all or part of their investment; the ADSs offered in the Offering offer no
guaranteed income and no capital protection; and an investment in the ADSs offered in the Offering is compatible only with investors
who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual,
legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target
Market Assessment, ThinkEquity will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target
Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b)
a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect
to, the ADSs offered in the Offering.