TIDMTILS
RNS Number : 8582U
Tiziana Life Sciences PLC
03 August 2020
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
JURISDICTION
Tiziana Life Sciences plc
("Tiziana" or the "Company")
Tiziana Announces Pricing of U.S. Follow-On Offering of ADSs
Raising $57.25 million
New York and London, August 3, 2020 - Tiziana Life Sciences plc
(NASDAQ: TLSA; AIM: TILS) (the "Company" or "Tiziana"), a
biotechnology company focused on innovative therapeutics for
oncology, inflammation and infectious diseases, today announced it
has entered into definitive agreements with investors for the
purchase and sale of 11,009,615 of the Company's American
Depositary Shares ("ADSs") at a price of $5.20 per ADS pursuant to
a registered direct offering (the "Offering"). Each ADS offered
represents two ordinary shares of nominal value GBP0.03 each
("Ordinary Shares"), following the recent forward split of the ADSs
which became effective on 31 July 2020. The gross proceeds of the
Offering will be approximately $57.25 million, before deducting
placement agent fees and other estimated offering expenses. 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 sole placement agent for the Offering.
The closing of the Offering is expected to occur on August 5,
2020, subject to customary closing conditions.
Application has been to made to admit the 22,019,230 Ordinary
Shares to be issued in the Offering, in the form of ADSs, to
trading on AIM. Admission is expected to become effective at 8.00
am on August 7, 2020.
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 corporate purposes.
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". Tiziana recently announced its intention
to seek admission of its Ordinary Shares to the standard segment of
the Official List and to trading on the Main Market of the London
Stock Exchange plc to more closely align with its status as an
international, cross-border issuer.
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.
This announcement 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 final
prospectus supplement related to the Offering will be filed with
the SEC. For the avoidance of doubt these documents do not
constitute a prospectus for the purposes of the UK Prospectus
Regulation Rules and the documents will not be filed with, or
reviewed by, the UK Financial Conduct Authority.
Copies of the 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 190,559,823. There are no Ordinary Shares held in
treasury. Each Ordinary Share entitles the holder to a single vote
at general meetings of the Company.
The figure of 190,559,823 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
211,252,494 Ordinary Shares.
The person who arranged for the release of this announcement on
behalf of the Company was Kunwar Shailubhai, CEO of Tiziana.
About Tiziana Life Sciences plc
Tiziana Life Sciences plc is a dual listed (NASDAQ: TLSA &
UK AIMS: TILS) biotechnology company that focuses on the discovery
and development of novel molecules to treat human diseases in
oncology, inflammation and infectious diseases. In addition to
milciclib, the Company will be shortly initiating phase 2 studies
with orally administered foralumab for Crohn's Disease and nasally
administered foralumab for progressive multiple sclerosis.
Foralumab is the only fully human anti-CD3 monoclonal antibody
(mAb) in clinical development in the world. This phase II compound
has potential application in a wide range of autoimmune and
inflammatory diseases, such as Crohn's Disease, multiple sclerosis,
type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis
and rheumatoid arthritis, where modulation of a T-cell response is
desirable. The Company is accelerating development of
anti-Interleukin 6 receptor (IL6R) mAb, a fully human monoclonal
antibody for treatment of IL6-induced inflammation, especially for
treatment of COVID-19 patients.
For readers in the European Economic Area
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 (EU) 2017/1129.
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.
For distributors
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.
ThinkEquity, a division of Fordham Financial Management, Inc.,
is responsible for undertaking its own Target Market Assessment in
respect of the ADSs offered in the Offering and determining
appropriate distribution channels.
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 and the intended use of proceeds from the offering. 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 and include statements
regarding the anticipated use of proceeds and the anticipated
closing. 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 including market conditions, whether the
proposed offering is completed and the satisfaction of customary
closing conditions related to the proposed offering. 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 7493 2853
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 0883
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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