Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
25 July 2023 - 6:05AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of July 2023
Commission
File Number 001-41231
TC
BIOPHARM (HOLDINGS) PLC
(Translation
of registrant’s name into English)
Maxim
1, 2 Parklands Way
Holytown,
Motherwell, ML1 4WR
Scotland,
United Kingdom
+44
(0) 141 433 7557
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
☒
Form 20-F ☐ Form 40-F
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____ ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____ ☐
Warrant
Amendment
On
July 10, 2023, the Company entered into a warrant amendment with an existing investor pursuant to which the Company and the investor
agreed that certain existing warrants to purchase 2,800,000 ADSs of the Company that were previously issued on November 30, 2022 (the
“November 2022 Warrants”) and certain existing warrants to purchase 3,437,500 ADSs of the Company that were previously issued
on March 30, 2023 (the “March 2023 Warrants,” and together with the November 2022 Warrants, the “Existing Warrants”)
would be amended as follows: (i) amend the current exercise price on all Existing Warrants so that it is now equal to £0.35, (ii)
extend the termination date on 50% of the November 2022 Warrants and all of the March 2023 Warrants until May 30, 2028 and (iii) amend
to the definition of “Black Scholes Value” included in Section 3(e) of the Existing Warrants.
This
Current Report on Form 6-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements related to the Company’s compliance with Nasdaq’s
continued listing standards. These forward-looking statements are based on current expectations that involve numerous risks, uncertainties
and assumptions. Assumptions relating to these forward-looking statements involve judgments with respect to, among other things, future
economic, competitive and market conditions, regulatory framework and future business decisions, all of which are difficult or impossible
to predict accurately and many of which are beyond the control of the Company. Although the Company believes the assumptions underlying
these forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance
that any forward-looking statements will prove to be correct. In light of the significant uncertainties inherent in these forward-looking
statements, the inclusion of such information should not be regarded as a representation that the objectives and plans of the Company
will be achieved.
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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TC
BIOPHARM (HOLDINGS) PLC |
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By: |
/s/
Martin Thorp |
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Name:
Martin Thorp |
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Title:
Chief Financial Officer |
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Date:
July 24, 2023 |
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Exhibit
10.1
TC BioPharm (NASDAQ:TCBP)
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