As
filed with the Securities and Exchange Commission on August 23, 2024
Registration
Statement No. 333-281613
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1
to
FORM
F-1
REGISTRATION
STATEMENT Under The Securities Act of 1933
TC
BIOPHARM (HOLDINGS) PLC
(Exact
name of Registrant as specified in its charter)
Scotland |
|
8731 |
|
Not
applicable |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(IRS
Employer
Identification
Number) |
Maxim
1, 2 Parklands Way
Holytown,
Motherwell, ML1 4WR
Scotland,
United Kingdom
+44
(0) 141 433 7557
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
TC
BioPharm (North America) Inc.
c/o
Business Filings, Inc.
108
West 13th Street
Wilmington,
Delaware 19801
(800)
981-7183
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
of all communications including communications sent to agent for service, should be sent to:
Richard A. Friedman, Esq.
Stephen Cohen, Esq.
Sheppard, Mullin, Richter & Hampton
LLP
30 Rockefeller Plaza
New York, NY 10112
Telephone: (212) 653-8700
Facsimile: (212) 653-8701 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (as amended, the “Securities Act”), check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act.
Emerging
growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† |
The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012. |
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act, or until this registration statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.
The
information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does
it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY
PROSPECTUS |
SUBJECT
TO COMPLETION |
DATED
AUGUST 23, 2024 |
UP
TO 1,162,790 AMERICAN DEPOSITARY SHARES REPRESENTING 232,558,000 ORDINARY SHARES
AND
UP TO 1,162,790 PRE-FUNDED WARRANTS TO PURCHASE UP TO
1,162,790
AMERICAN DEPOSITARY SHARES
AND
UP TO 1,162,790 SERIES H WARRANTS TO PURCHASE UP TO 1,162,790 AMERICAN DEPOSITARY SHARES
(and
1,162,790 American Depositary Shares representing 232,558,000 ordinary shares underlying the Pre-Funded Warrants and 1,162,790
American Depositary Shares representing 232,558,000 ordinary shares underlying the Series H Warrants)
TC
BIOPHARM (HOLDINGS) PLC
![](https://www.sec.gov/Archives/edgar/data/1872812/000149315224033780/formf-1_001.jpg)
We
are offering 1,162,790 American depositary shares, or ADSs representing 232,558,000 ordinary shares, par value £0.001
per share, together with Series H warrants to purchase up to 1,162,790 ADSs representing 232,558,000 ordinary shares (the
“Series H Warrants”). The ADSs and Warrants will be sold in a fixed combination, with each ADS accompanied by one Series
H Warrant to purchase one ADS. The ADSs and Warrants are immediately separable and will be issued separately in this offering, but must
be purchased together in this offering. The assumed public offering price for each ADS and accompanying Warrants is $4.30 which
is based upon the closing price of our ADSs on The Nasdaq Capital Market August 22, 2024. The Series H Warrants have an assumed
exercise price per share of £3.28 ($4.30 translated for illustration to U.S. dollars at the rate of £1.00 to $1.3095
as of August 22, 2024), will be immediately exercisable and will expire on the first anniversary of the initial issuance date.
The final public offering price will be determined through negotiation between us and investors based upon a number of factors, including
our history and our prospects, the industry in which we operate, our past and present operating results, the previous experience of our
executive officers and the general condition of the securities markets at the time of this offering.
We
are also offering to certain purchasers whose purchase of ADSs in this offering would otherwise result in the purchaser, together with
its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our
outstanding ADSs immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses,
pre-funded warrants, in lieu of ADSs that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or,
at the election of the purchaser, 9.99%) of our ADSs. The public offering price of each pre-funded warrant will be equal to the price
at which an ADS is sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001
per ADS. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants
are exercised in full. For each pre-funded warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis.
The ADSs and pre-funded warrants can only be purchased together in this offering but will be issued separately and will be immediately
separable upon issuance. This prospectus also relates to the ADSs issuable upon exercise of the Series H Warrants and any pre-funded
warrants sold in this offering.
There
is no established public trading market for the Warrants and pre-funded warrants, and we do not expect a market to develop. We do not
intend to apply for listing of the Warrants and pre-funded warrants on any securities exchange or other nationally recognized trading
system. Without an active trading market, the liquidity of the warrants will be limited.
This
offering will terminate on September 15, 2024, unless we decide to terminate the offering (which we may do at any time in our
discretion) prior to that date. We will have one closing for all the securities purchased in this offering.
Our
ADSs are listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “TCBP”. On August 22, 2024, the closing
trading price for our ADSs, as reported on Nasdaq, was $4.30 per ADS.
On August 5, 2024, we effected a change to the ratio of our ADSs
to our ordinary shares from one ADS representing twenty (20) ordinary shares to one ADS representing two hundred (200) ordinary shares,
or the ADS Ratio Change. Except as otherwise indicated, all information in this prospectus gives retroactive effect to the ADS Ratio Change. The assumed market price and number of securities to
be sold used throughout this prospectus may not be indicative of the final offering price and number of securities to be sold in this
offering.
We
are a “foreign private issuer,” and an “emerging growth company” each as defined under the federal securities
laws, and, as such, we are subject to reduced public company reporting requirements. See the section entitled “Prospectus Summary—Implications
of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.
Investing
in our securities involves a high degree of risk. Before buying any ADSs, you should carefully read the discussion of material risks
of investing in the ADSs and the company. See “Risk Factor Summary” beginning on page 27 for a discussion of information
that should be considered in connection with an investment in our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|
|
Per
ADS and Warrant
|
|
|
Per
Pre-Funded
Warrant
and
Warrant |
|
|
Total |
|
Public
offering price |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Proceeds
to us (before expenses) (1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
(1) |
We
estimate the total expenses of this offering payable by us will be approximately $0.2
million. |
We
anticipate that delivery of the securities against payment will be made on or about , 2024, subject to satisfaction of customary closing
conditions.
Prospectus
dated , 2024
TABLE
OF CONTENTS
We
have not authorized anyone to provide information
different from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared
by us or on our behalf. We do not take any responsibility for, and can provide no assurance as to the reliability of, any
information other than the information in this prospectus, any amendment or supplement to this prospectus, and any free writing prospectus
prepared by us or on our behalf. Neither the delivery of this prospectus nor the sale of the ADSs means that information contained in
this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or the solicitation of an offer
to buy the ADSs in any circumstances under which such offer or solicitation is unlawful.
You
should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us or to
which we have referred you. We have not authorized anyone to provide you with information that is different.
We are offering to sell the ADSs, and seeking offers to buy the ADSs, only in jurisdictions where offers
and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time
of delivery of this prospectus or any sale of the ADSs.
For
investors outside of the United States: We have not done anything that would permit this offering or possession
or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons
outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating
to this offering and the distribution of this prospectus outside the United States.
ABOUT
THIS PROSPECTUS
Unless
the context requires otherwise, in this prospectus TC BioPharm (Holdings) plc (formerly TC BioPharm (Holdings) Limited, which was re-registered
as a public limited company on January 10, 2022) and its subsidiaries (“Subsidiar(y/ies)”), and TC BioPharm Limited (our
principal trading subsidiary) shall collectively be referred to as “TCB,” “the Company,” “the Group”,
“we,” “us,” and “our” unless otherwise noted.
On
December 17, 2021, prior to our initial public offering, the Company undertook a corporate reorganization pursuant to which TC
BioPharm (Holdings) plc became the group holding company. The Company in turn effected a forward split of its ordinary shares on a
10 for 1 basis. On November 18, 2022 the Company undertook a reverse share split such that fifty issued ordinary share were
exchanged for one new ordinary share. On December 15, 2023, we effected a change to the ratio of our ADSs to our ordinary shares
from one ADS representing one (1) ordinary share to one ADS representing twenty (20) ordinary shares. Except as otherwise indicated,
all information in this prospectus gives retroactive
effect to the ADS Ratio Change. On August 5, 2024, we effected a change to the ratio of our ADSs to our ordinary shares
from one ADS representing twenty (20) ordinary shares to one ADS representing two hundred (200) ordinary shares, or the ADS Ratio
Change. Except as otherwise indicated, all information in this prospectus gives retroactive effect to the ADS Ratio Change.
As a result
of the share splits and ratio change, all references included in this document to units of ordinary shares or per share amounts are reflective
of the forward and reverse share splits for all periods presented. In addition, the exercise prices and the numbers of ordinary shares
issuable upon the exercise of any outstanding options to purchase ordinary shares were proportionally adjusted pursuant to the respective
anti-dilution terms of the share-based payment plans.
The
consolidated financial statement data as at December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022 have been
derived from our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles,
or GAAP. The December 31, 2023 and 2022 consolidated financial statements were audited in accordance with the standards of the Public
Company Accounting Oversight Board (United States).
You
should rely only on the information provided or incorporated by reference in this prospectus. We have not authorized anyone
to provide you with additional or different information. We do not take responsibility for, nor can we provide assurance as to
the reliability of, any other information that others may provide. We are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus, or any related
free writing prospectus is accurate only as of the date on the front of the document and that any information incorporated by reference
is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any
related free writing prospectus, or any sale of a security, unless we indicate otherwise. Our business, financial condition, results
of operations and/or prospects may have changed since those dates.
This
prospectus includes statistical, market and industry data and forecasts which we obtained from publicly available information and independent
industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports
generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy
or completeness of the information. Although we believe that these sources are reliable, we have not independently verified the information
contained in such publications. In addition, assumptions and estimates of our and our industry’s future performance are necessarily
subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factor Summary”.
These and other factors could cause our future performance to differ materially from our assumptions and estimates.
Some
of our trademarks and trade names are used in this prospectus, which are intellectual property owned by the Company. This prospectus
also includes trademarks, trade names, and service marks that are the property of other organizations. Solely for convenience, our trademarks
and trade names referred to in this prospectus appear without the TM symbol, but those references are not intended to indicate,
in any way, that we will not assert, to the fullest extent under applicable law, our rights, or the right of the applicable licensor
to these trademarks and trade names.
No
offer of these securities will be made in any jurisdiction where the offer is not permitted.
ENFORCEABILITY
OF CIVIL LIABILITIES
TCB
is a corporation organized under the laws of Scotland. Substantially all of TCB’s assets and half of its directors and executive
officers are located and reside, respectively, outside the United States. Because of the location of TCB’s assets and board members,
it may not be possible for investors to serve process within the United States upon TCB or those persons with respect to matters arising
under the United States federal securities laws or to enforce against TCB or persons located outside the United States judgments of United
States courts asserted under the civil liability provisions of the United States federal securities laws.
TCB
understands that there is doubt as to the enforceability in Scotland and the United Kingdom, in original actions or in actions for enforcement
of judgments of United States courts, of civil liabilities predicated solely upon the federal securities laws of the United States insofar
as they are fines or penalties. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable
in Scotland and the United Kingdom by reason of being a penalty.
TC
BioPharm (North America) Inc., a Delaware corporation, with a registered office at Business Filings, Inc. 108 West 13th Street, Wilmington,
Delaware 19801, has been appointed agent to receive service of process in any action against TC BioPharm (Holdings) plc in any state
or federal court in the State of New York.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
TCB
discusses in this prospectus its business strategy, market opportunity, capital requirements, product introductions and development plans
and the adequacy of the Company’s funding. Other statements contained in this prospectus, which are not historical facts, are also
forward-looking statements. TCB has tried, wherever possible, to identify forward-looking statements by terminology such as “may,”
“will,” “could,” “should,” “expects,” “anticipates,” “intends,”
“plans,” “believes,” “seeks,” “estimates” and other comparable terminology.
TCB
cautions investors that any forward-looking statements presented in this prospectus, or that TCB may make orally or in writing from time
to time, are based on the beliefs of, assumptions made by, and information currently available to, TCB. These statements are based on
assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyond its
control or ability to predict. Although TCB believes that its assumptions are reasonable, they are not a guarantee of future performance,
and some will inevitably prove to be incorrect. As a result, its actual future results can be expected to differ from its expectations,
and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are
based only on known results and trends at the time they are made, to anticipate future results or trends. Certain risks are discussed
in this prospectus and also from time to time in TCB’s other filings with the Securities and Exchange Commission (“SEC”).
This
prospectus and all subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf
are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company does not
undertake any obligation to release publicly any revisions to its forward-looking statements to reflect events or circumstances after
the date of this prospectus.
In
particular, you should consider the risks provided under “Risk factors” in this prospectus and in the Form 10-K for the fiscal
year ended December 31, 2023 as filed with the Securities and Exchange Commission (the “2023 Form 10-K”) incorporated by
reference in this prospectus.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere, or incorporated by reference, in this prospectus and does not contain all the information
that you should consider in making your investment decision. Before deciding to invest in our securities, you should read this entire
prospectus carefully, including the sections of this prospectus entitled “Risk Factors” beginning on page 27 of this prospectus,
the information included in any free writing prospectus that we have authorized for use in connection with this offering, and the documents
incorporated by reference herein. Unless the context requires otherwise, in this prospectus TC BioPharm (Holdings) plc (formerly TC BioPharm
(Holdings) Limited, which was re-registered as a public limited company on January 10, 2022) and its subsidiaries (“Subsidiar(y/ies)”),
and TC BioPharm Limited (our principal trading subsidiary) shall collectively be referred to as “TCB,” “the Company,”
“the Group”, “we,” “us,” and “our” unless otherwise noted. Unless otherwise indicated,
all share amounts and prices reflect the consummation of the ADS Ratio Change.
Corporate
Overview
TCB
is based in Scotland and is a clinical-stage biopharmaceutical company focused on developing novel immunotherapy products
based on our proprietary allogeneic gamma delta T (GD-T) cell platform. Harnessing the innate ability of GD-Ts has enabled us to develop
a range of clinical-stage cell therapies designed to combat cancer and viral infection.
In-house
clinical studies have demonstrated that our unmodified allogeneic GD-T products are (i) well tolerated and (ii) show preliminary evidence
of disease modification in patients with the late-stage blood cancer, known as acute myeloid leukemia (AML). Based on clinical data generated
by us believe that unmodified GD-Ts have the potential to treat all blood cancers.
TCB
now is embarking on phase 2b-into-pivotal (phase 3) clinical studies with a view to launching its first oncology product for the treatment
of AML. Clinical results generated thus far have enabled us to obtain FDA orphan drug status for treatment of AML.
In
addition to unmodified allogenic GD-Ts for treatment of blood cancers, we are also developing an innovative range of genetically-modified
CAR-T products for treatment of solid cancers. We believe that solid cancers are more difficult to treat than blood cancers and may require
the addition of a CAR “chimeric antigen receptor” (i) to help therapeutic cells to “navigate” into diseased cancerous
tissue and (ii) to retain therapeutic cells in-situ at the lesion for maximal efficacy (increased persistence).
In
order to manufacture our portfolio of allogeneic products, TCB selects the highest quality GD-T cells from healthy donors, activate the
cells and grow them in large numbers at our in-house GMP-compliant manufacturing facility before administration to a patient in order
to target and then destroy malignant or virally-infected tissues. TCB believes that we have introduced a step-change to our manufacturing
platform by implementing a freeze-thaw process that will allow product to be shipped from cleanroom to patient without any shelf-life
issue. Resulting products, TCB believes, will be more cost-effective and straightforward to ship form cleanroom to clinic.
At
this stage, TCB does not have any approved products. Accordingly, TCB has not generated any revenue from the sale of products, and TCB
does not expect to generate any such revenue unless and until it obtains regulatory approvals for, and commercialize any of, our product
candidates. In the future, TCB will seek to generate revenue primarily from product sales and, potentially, regional or global collaborations
with strategic partners, which may produce license fee income.
See
“Business - Overview” in 2023 Form 10-K incorporated by reference in this prospectus.
Intellectual
Property
We
have a strong portfolio of patents covering manufacture and commercialization of GD-T cell products and their modification via CAR-T
(summarized below). Our technology platform and clinical programs have enabled us to raise over $100 million in grant, equity and collaboration
funding since becoming operational in 2017. This financing has allowed us to enhance and expand our clinical and preclinical programs
as well as build our team of world-class scientists.
The
following table provides an overview of our core technology platforms, technology assets and competencies across the business. Additional
details of our intellectual property portfolio are provided below.
ASSET
SUMMARY |
|
ATTRIBUTES |
|
|
|
GD-T
Vehicle |
|
● |
Readily
available and expanded to high numbers. |
|
|
● |
Not
MHC-restricted, therefore no graft vs host disease – an allogeneic platform. |
|
|
● |
Pre-programmed
tropism for infiltration of diseased tissue. |
|
|
● |
Multiple
modes of innate cytotoxicity and coordinating a wider immune response. |
|
|
● |
Clinical
tolerability of the allogeneic vehicle demonstrated at high dose level. |
|
|
● |
Naturally
arising in different subtypes offering a menu of vehicles with unique properties. |
|
|
|
|
Allogeneic
Cell Banks |
|
● |
Donor
GD-Ts selection based on highest therapeutic quality. |
|
|
● |
Reproducible
product with low cost-of-goods compared with autologous (patient-bespoke) therapies, can be frozen-shipped, thawed at clinic. |
|
|
● |
Well
understood clinical and regulatory pathway to commercialization. |
|
|
|
|
Co-stimulatory
CAR-T |
|
● |
Elimination
of off-tumor toxicity. |
|
|
● |
Reduction
of cytokine release from killing healthy cells. |
|
|
● |
Reliance
on natural T cell activation and no tonic signaling |
|
|
● |
Antigen
expression on healthy tissue tolerated – greatly expanded range. |
|
|
● |
Ability
to use multiple co-stimulatory receptors to add functionality. |
|
|
|
|
Integrated
Business Model |
|
● |
Full
control of critical stages of development projects, which increases speed and reliability of development and production, optimizes
operations to our specialized products and materially reduces our cost base |
|
|
● |
No
pass-through or transaction costs form external service providers, which increases efficiency and speed of development and manufacturing
and materially reduces our cost base |
|
|
● |
In-house
clinical management ensures best chance of clinical success and avoids use of very expensive clinical management in early-stage trials,
materially reducing our cost base. |
The
strength of our patents involves complex legal and scientific questions and can be uncertain.
We
actively seek to protect the intellectual property and proprietary technology that we believe is important to our business, including
seeking, maintaining, enforcing and defending patent rights for our therapeutics and processes, whether developed internally or licensed
from third parties. Our success will depend on our ability to obtain and maintain patent and other protection including data/market exclusivity
for our therapeutic products and platform technology, preserve the confidentiality of our know-how and operate without infringing the
valid and enforceable patents and proprietary rights of third parties.
Our
policy is to seek to protect our proprietary position generally by filing an initial priority filing at the U.K. Intellectual Property
Office, or UKIPO. This is followed by the filing of a patent application under the Patent Co-operation Treaty claiming priority from
the initial application(s) and then progressing to national applications in, for example, the United States, Europe, Japan, Australia,
New Zealand, China and Canada. In each case, we determine the strategy and territories required after discussion with our patent professionals
to ensure that we obtain relevant coverage in territories that are commercially important to us and our GD-T therapeutic candidates.
We will additionally rely on data exclusivity, market exclusivity and patent term extensions when available, including as relevant exclusivity
through orphan or pediatric drug designations. We also rely on trade secrets and know-how relating to our underlying platform technology
and therapeutic products. Prior to making any decision on filing any patent application, we consider, with our patent professionals,
whether patent protection is the most sensible strategy for protecting the invention concerned or whether the invention should be maintained
as confidential.
As
of June 5, 2024, we own 16 granted patents and 11 patent applications in 3 families, and have an exclusive license to an additional 1
family of 14 granted patents and 8 patent applications. Consistent with the filing strategy outlined above, all of our applications are
either UK applications, PCT applications or national phase applications derived from a corresponding PCT application. These patents and
patent applications include claims directed to our therapeutic products and platform technology or other manufacturing and process technology
to further enable our therapeutic products and manufacturing methods.
See
“Business - Intellectual Property” in our 2023 Form 10-K incorporated by reference in this prospectus.
Our
Business Strategy
We
have taken a step-wise approach to clinical development and commercialization. To achieve this, we have made the clinical transition
from autologous GD-Ts to allogeneic GD-Ts, improving our process for optimization of our product based on data and new technologies.
The Company plans to maximize the value of TCB-008 and future iterations by expanding the use case for the product, effectively believing
TCB-008 (and future such iterations) to be a “platform therapeutic” based upon its safety profile and the in-house knowledge
of GD-Ts and TCB-008. Additionally, the Company plans to opportunistically add to the asset base of the Company around other cell therapy
approaches and such technologies where we can leverage our expertise and facilities. Our commercialization strategy is to introduce
products firstly in blood cancers (AML initially), and pending data, in other disease indications and in solid tumors as a combination
therapeutic.
Our
strategic objective is to build a global therapeutic business with an extensive portfolio of GD-T cell-based products with the potential
to significantly improve the outcomes of patients with cancer and infectious disease. In order to achieve our objective, we are focused
on delivering success in the following areas:
Progress
unmodified GD-T2s into Phase 2/3 clinical trials for the treatment of blood cancers
Having
generated meaningful clinical data showing our product is well-tolerated in late-stage AML patients with no remaining treatment options,
we commenced phase 2b-into pivotal (phase 3) clinical studies under the trial name ‘ACHIEVE’, with OmnImmune® during
2022 in AML patients who have failed to respond adequately to induction therapy. The aim is to provide a form of salvage therapy which
will either stabilize the patient, thereby preventing disease progression, or delay the requirement for human stem cell transplant. Our
initial trial centers are in the UK and we are currently dosing patients in this trial. Working on the premise that other blood cancers
should respond to GD-Ts in a similar manner to AML, TCB plans to conduct clinical studies for OmnImmune® in other hematological malignancies
in future.
Unmodified
GD-T2s for use in the treatment of fungal infections
Gamma-delta
T cells are dysfunctional in patients with many severe viral diseases and TCB anticipates that its unmodified gamma delta T cell therapy
platform will be used in due course to treat viral infections as well as cancers under the name ImmuniStim®. For example, during
2022 TCB developed a clinical trial protocol to treat patients with COVID 19. Because of the progress of the disease and absence of appropriate
trial patients this trial is not currently being progressed, although we expect to continue our infectious disease program in future.
Grow
our business operations to support the increasing number of clinical-phase products in development
We
believe that our existing cell and gene manufacturing facility in the UK has the capacity to support our committed clinical development
plans. We plan to continue to build upon this to support expansion of our product pipelines to new assets and to grow our clinical team.
We also will work closely with vendors to embrace emerging technologies in our manufacturing operations that are appropriate and optimized
for our products to continually improve the quality and efficiency of our manufacturing systems. We believe that maintaining in-house
control of these activities is critical to effective and efficient progression and we will continue to seek to build integrated business
functions where possible.
Apply
our discovery engine to target further diseases and add additional functionality to our products
As
a platform technology, our co-stimulatory CAR-T GD-T cell system has a wealth of potential options to build added functionality into
our cell-based platform. We plan to continue to innovate and partner in the field to augment our drug products and introduce next generation
attributes. We also plan to continue to innovate our manufacturing and supply chains to efficiently scale our processes and simplify
the interface with patients and healthcare professionals, whilst continually seeking to reduce manufacturing costs to improve patient
access.
Expand
our intellectual property portfolio and acquire additional technologies to augment our strong IP position
We
intend to continue building on our technology platform, comprised of intellectual property, proprietary methods and know-how in the field
of GD-T cells. These assets form the foundation for our ability, not only to strengthen our product pipeline, but also to successfully
defend and expand our position as a leader in the field of GD-T based immune-oncology.
See
“Business - Business Strategy” in our 2023 Form 10-K incorporated by reference in this prospectus.
TCB’s
Strengths
Our
clinical trials have provided very strong evidence of drug-toleration and some preliminary evidence of clinical benefit.
Our
clinical trial of TCB001 involved treatment of patients with autologous unmodified GD-Ts. In a phase 1b/2a dose-ranging safety study
(maximum total dose 30x109 cells) we saw no evidence of drug-related severe adverse events. A total of eight patients were
treated with escalating doses of TCB001, and no treatment-related toxicities were reported during the full six-week therapeutic course.
Data from OmnImmune® (TCB002) suggests an excellent tolerability, with no observed Host versus Graft Disease (HvGD) and some preliminary
indication of clinical benefit. OmnImmune® (TCB002) has been granted Orphan Drug Designation by the FDA.
Our
CAR-T platform is centered on development of safer and more widely applicable therapeutic candidates and associated process and manufacturing
capabilities.
Our
proprietary co-stimulatory CAR-T technology platform covers identification of target cancer antigens, successful design and engineering
of target sequences, preclinical safety testing and optimized manufacturing processes suitable for producing therapeutic candidates for
use in clinical trials and commercialization. We believe the platform will enable development of additional GD-T cell therapeutic candidates
targeting cancers that have previously been difficult to treat. We believe the products will be demonstrably safer than the current generation
of AB T cell CAR-T products because they will not attack healthy non-cancerous cells and augment the natural biological process rather
than bypassing it.
We
have identified a large and growing pool of cancer targets for which we can develop additional therapeutic candidates.
We
have identified over 20 antigens that are preferentially expressed in cancer cells and have established ongoing research programs to
develop several of these into our GD-T platform. Within the terms of our agreement, bluebird bio, we have first right of refusal on a
further three oncology targets. Each antigen target presents an opportunity to target many cancer types and therefore presents multiple
potential represents a development, collaboration and/or an out-licensing opportunity as each target could be used to target specific
cancer types. Growing the pipeline of products built on our co-stimulatory CAR-T and reaching patients is our priority.
We
have historically entered collaborative arrangements with partners (bluebird bio, Inc (now 2seventybio). (USA) and Nipro Corporation
(Japan), which involve funded or partly funded preclinical collaboration. It is uncertain at this time whether TCB will receive any significant
revenues from these collaborations.
We
retain control of key business elements, such as product manufacture and clinical research.
Whilst
many companies contract out product manufacture, quality systems and clinical trial management, we have elected to build these skills
in-house. TC BioPharm has a GMP (Good Manufacturing Practice) cleanroom facility where our products are manufactured. We also retain
all the quality support systems such as product testing and release of final product to the clinic. Keeping these systems in-house allows
the Company to control all aspects of the manufacturing process whilst significantly reducing costs of goods (CoGs). Further saving on
costs are accrued by in-house manufacture, as contract manufacturing organizations (CMOs) will typically charge several times more than
the actual costs to maintain their profit margins. Rather than fully outsource our clinical trial management, data management and pharmacovigilance,
we maintain an inhouse clinical team that partners with a contract clinical research organization (CRO) for data management and pharmacovigilance
services. The inhouse clinical team conducts and manages our own clinical trials in-house. In addition to significant cost savings, this
allows us to build a strong working relationship with physicians who are treating the cancer patients; we believe this is key to successful
product development as the physicians participating in our clinical studies will also be our future customers. We believe that retaining
control of key elements of our business such as GMP manufacture and clinical operations, has allowed TC BioPharm to move quickly and
efficiently since incorporation.
We
continue to file new patent applications from new in-house product development, and have a strong growing intellectual property portfolio
to protect our products and proprietary platform.
We
have a strong intellectual property portfolio covering the key aspects of our manufacturing processes and product platforms. Our in-house
product development team are dedicated to developing new therapeutic candidates and optimizing current manufacturing processes. All of
our patent families are currently in various stages of the patent approval process, and as leaders in the path towards the commercialization
of GD-Ts we hold significant first-mover advantage captured by trade secrets and know-how.
Our
policy of developing strategic alliances has and will provide additional support for product development and commercialization.
We
believe that strategic alliances, both historic and potential future alliances, have and will provide extensive experience in scale-up
and automation, culture media manufacture and post-authorization sales and marketing with regional expertise. Additionally, we expect
to use knowledge gained from our collaborations to improve development pathways for our unpartnered CAR-T therapeutic candidate programs.
We
have a highly knowledgeable and experienced management team with extensive industry experience and expertise in the United States and
in Europe.
Mr.
Kobel joined us as our Chief Executive Officer at the time of our IPO. Bryan brings a US presence to our executive team and over 15 years’
experience in Healthcare and Life Sciences capital markets. Martin Thorp, our Chief Financial Officer has over 40 years’ experience
in implementing capital strategies globally from seed investment to IPO. He was global CEO of Arthur Andersen Corporate Finance based
in New York.
Ability
to treat patients under the ‘Specials’ regulatory framework.
European
regulations (Regulation 167 of the Human Medicines Regulations 2012) set out the exemption from the requirement for a medicinal product,
placed on the market in the UK to hold a marketing authorization. This exemption flows from Article 5(1) of EU Directive 2001/83/EC,
which states that a member of the EU may, in accordance with legislation in force and to fulfil special needs, excludes from the provisions
of this Directive medicinal products supplied in response to a bona fide unsolicited order, formulated in accordance with the specifications
of an authorized healthcare professional and for use by an individual patient under his or her direct personal responsibility. Such an
unlicensed medicinal product may only be supplied in order to meet the special needs of an individual patient. An unlicensed medicinal
product should not be supplied where an equivalent licensed medicinal product can meet the special needs of the patient. Responsibility
for deciding whether an individual patient has “special needs” which a licensed product cannot meet should be a matter for
the doctor, dentist, nurse independent prescriber, pharmacist independent prescriber or supplementary prescriber responsible for the
patient’s care.
In
terms of time and cost, the ‘Specials’ scheme is an attractive strategy. We believe that accumulating evidence by this route
could lead to rapid and wider product uptake through ‘off-label’ use.
TCB
believes it has certain identified strengths. These include:
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Clinical
trials that have provided strong evidence of safety and some preliminary indications of clinical benefit; |
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A
proprietary co-stimulatory CAR-T technology platform which we believe allows solid cancers to be treated without toxic side-effects; |
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Identification
of a large pool of cancer targets for which we believe we can develop therapeutic candidates; |
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Retention
of key business elements, especially in-house ability to manufacture cell-based product and conduct our own clinical research; |
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Robust,
and growing intellectual property portfolio protecting our products and proprietary platform; |
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Our
policy is to develop strategic collaborations with leading, international companies to work together with us to develop certain GD-T
CAR-T products into clinic. We believe that existing and future collaborations will provide us with experience in scale-up and automation,
and post-authorization sales and marketing; |
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A
highly knowledgeable and experienced management team with extensive industry experience and expertise in the United States and in
Europe; and |
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Ability
to treat patients under the ‘Specials’ regulatory framework in Europe. |
Our
Pipeline
What
are gamma delta T cells?
The
immune system plays an important role in targeting and destroying cancer cells. One component has evolved to scan the body for diseased
cells and eradicate them. In humans, GD-Ts arise as a number of different subtypes, defined by the sequence of the gamma and delta chains
of the T-cell receptor (TCR) on the cell surface. The gammadelta2 (GD-T2) subtype typically is the most abundant of these cells in healthy
humans, and its TCR- of anti-cancer immunity is GD-T cells – a type of white blood cell that express a variety of innate receptors,
which mediated signaling has been fully characterized by researchers.
Virally-infected
or cancerous cells become stressed and accumulate cell surface phosphoantigens (isopentenyl pyrophosphate – IPP’s) which
are recognized by GD-T2 cells. Our proprietary technology platform includes the manufacturing of unmodified and genetically modified
(CAR-T) GD-T cells as therapeutic candidates for use in clinical trials and commercialization. Almost all aspects of the value-chain
from product manufacture, quality systems, clinical and regulatory are operated in-house by TC BioPharm. We believe this is one of our
core competitive advantages, which we believe will contribute materially to our ability to overcome the challenging nature of developing
new products.
Human
lymphocytes comprise two groups of cells, B cells that generate antibodies for humoral immunity, and T cells that are responsible for
cellular immune responses. In healthy individuals, GD-T cells generally represent between 1% and 10% of peripheral blood T lymphocytes
and present one of the first lines of defense against a wide range of bacterial and viral pathogens, as well as surveillance for cancerous
cells. GD-T cells have the ability to regulate the initial immune response in several ways, including recruitment of other immune cells
such as neutrophils, dendritic cells and macrophages through production of various chemokines (Kirby et al., 2007). Depletion
of GD-T cells leads to impaired host defense to lung infections, for example (Moore et al., 2000; Lockhart et al., 2006).
The predominant subset of GD-T cells in the blood is the GD-T2, which mediates a variety of immune responses by direct cytolysis of cancer
cells and infected cells, development of memory phenotypes and modulation of other immune cells. The gammadelta1 (GD-T1) is a functionally
distinct subset of GD-T cells, which are a predominantly tissue resident population. GD-T1s are less well characterized, but their cytotoxic
function also has been described in different liquid and solid tumors (Siegers & Lamb, 2014).
Both
subsets of GD-T cells are thought to play a role in autoimmune disorders such as celiac disease, rheumatoid arthritis, autoimmune polyglandular
syndrome and sarcoidosis where such lymphocytes are seen to accumulate in high numbers.
![](https://www.sec.gov/Archives/edgar/data/1872812/000149315224033780/formf-1_002.jpg) |
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GD-T
cell killing a cancer cell.
(1)
A human GD-T (labelled ‘T’) identifies and scans (2) the surface of a cancer cell (labelled ‘C’). On contact
with the cancer cell (3) the GD-T releases perforin granules (stained red) into the cancer cell, rupturing its membrane (4) destroying
the cancer cell (adapted from – Enc Life Sci, Jul-2007). |
How
can GD-Ts be used to treat disease?
Cellular
immunotherapy is a form of treatment that harnesses the cells of the immune system to combat disease and is one of the most actively
pursued areas of research by biotechnology and pharmaceutical companies today. Interest in immunotherapy is largely driven by recent
compelling efficacy data in cancers and by the potential to achieve a cure or functional cure for some patients. While the field of immunotherapy
in cancer, in general, has achieved proof of concept and yielded significant durable responses in multiple tumor types, there remain
major tumor types such as colon, breast, and prostate cancers as well as patient groups within responsive tumors, that do not respond
to current immunotherapy treatments. One theory to explain this non-responsiveness is that certain tumors require direct immune stimulation.
T cell-based technologies seek to deliver activated T cells towards malignancies to initiate an immune response. The primary challenges
in the field have been to couple an acceptable efficacy and safety profile to successfully target solid tumors.
Adoptive
T cell transfer typically involves administration of autologous, allogeneic, or genetically-modified T cells (see footer below) into
a recipient host with the specific goal of boosting or transferring enhanced immunologic functionality. One of the most advanced cell-based
approaches – chimeric antigen receptor modified T cells (CAR-T) – has gained momentum. In a recent study, patients with refractory
B cell acute lymphoblastic leukemia were treated with autologous genetically-modified T cells, with almost 90% of patients showing a
marked improvement (Pan et al., 2017). Although the treatment is showing promise for specific tumor types, the safety profile
remains a concern, as serious adverse events have previously been reported following CAR-T therapy (Grigor et al., 2017). As a
consequence of safety issues related to this approach, regulatory approval may be more complex for this genetically modified T cell therapy
which effectively has two ‘starting materials’ – (i) the cellular component, and (ii) a lentiviral vector. The therapeutic
premise is well-established – T cells are transduced with a viral vector encoding a chimeric antigen receptor capable of recognizing
cancer-specific antigens, for example, CD19 which is commonly expressed on several tumors such as myeloma and B cell lymphomas. Transduction
is the process by which DNA is transferred from one cell to another by a virus; in this specific case DNA is introduced via a viral vector
(a tool commonly used by molecular biologists to deliver genetic material).
Following
transduction, the T cells are genetically primed to recognize and kill specific tumor cells expressing the target antigen. The process
involves extracting a patient’s T cells (or growing an allogeneic T cell bank), transfecting the cells with a gene for a chimeric-antigen-receptor
(CAR), and re-infusing transfected T cells into the patients. The use of cancer-specific cell therapies has gained momentum as several
companies demonstrated that genetically modified CAR-T cells are efficacious when directed against blood tumors. These breakthrough findings
have moved cell-based immunotherapy into the forefront of clinical oncology with two drugs now in the market.
T
lymphocytes have long been known to play an important role in cancer suppression and modulation of tumor growth and numerous experimental
studies have demonstrated the anti-cancer potential of GD-T lymphocytes. Indeed, GD-T cells can recognize a number of specific tumor-associated
molecules including non-peptidic antigens (IPP’s – isopentenyl pyrophosphate) and immune surveillance stress signals (such
as HSP60/70, MICA, MICB, and ULBP) present on the surface of transformed cells. The GD-T cell overexpresses IL-2 receptors and this cytokine
is necessary to activate them (Kjeldsen-Kragh, 1993). On recognizing a tumor cell, GD-T cells exert their anti-cancer properties via
release of both perforin and of granzyme, a serine protease which enters the target cell to trigger cell death (apoptosis). Our research
efforts are focused entirely on targeting tumors in ways that may result in an improved therapeutic index and that have potential applications
in solid tumors as well as hematological malignancies. In contrast to conventional AB CAR-T cells, our GD-T cell technology provides
greater specificity in targeting tumors through recognition of IPP-expressing cells, whilst avoiding on-target, off-tumor effects on
healthy tissue lacking in IPPs.
Liquid
cancers
For
cell therapies to be effective several parameters need to be addressed. These include (i) viability, (ii) homing to the tumor, (iii)
persistence at the tumor, and (iv) target-specificity.
Use
of unmodified GD-Ts to treat blood cancers addresses all the above factors. We believe that (i) we have demonstrated therapeutic cells
remain viable when injected into the bloodstream of cancer patients; (ii) our research shows GD-Ts injected into the bloodstream remain
in-situ; and (iii) they persist for up to 100 days after administration. Moreover, we believe we have demonstrated that certain late-stage
blood cancer patients treated with multiple GD-T doses have shown significantly positive responses. These findings lead TCB to believe
that all patients with similar blood cancers may respond to GD-T cell therapy in a positive manner.
Solid
cancers
We
believe that it may be necessary to use CAR-T technology (i) to maximize therapeutic cell homing into the solid tumor site, and (ii)
to increase GD-T cell persistence by ‘tethering’ the cell to antigens present on the cancer cell surface.
In
order to overcome toxicities seen with conventional CAR-T approaches, we believe that we have developed a ‘co-stimulatory’
GD-T CAR which will only attack and kill cancerous cells whilst leaving healthy cells unharmed. This is important as many of the current
conventional CAR-T therapies cannot distinguish target antigens expressed on healthy cells from those on cancerous cells, which results
in various pathologies, including cytokine release syndrome, that in some cases had led to patient death. Such targeting of health cells
with conventional CAR-T makes their use in solid cancers difficult, as too much healthy tissue is likely to be destroyed as ‘collateral’
damage in the treatment process.
The
diagram below illustrates how TCB’s approach works, using the innate receptors on the GD-T cell surface to act as a ‘safety
switch’ – such receptors are generally not triggered by healthy cells, only by disease markers (IPP’s) on the surface
of cancerous or virally infected cells.
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B |
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![](https://www.sec.gov/Archives/edgar/data/1872812/000149315224033780/formf-1_003.jpg) |
Co-stimulatory
CAR-T: A) No GD-T cell activation in healthy cell. B) GD-T activation and cell-killing in cancer cell.
Autologous
cells are derived from ‘self’, using patients own cells to treat their specific disease
Allogeneic
cells are derived from donor material, giving rise to cell banks able to treat numerous patients
Genetically-modified
cells are typically engineered with a ‘chimeric’ receptor to target specific cancer antigens
Commercialization
of conventional CAR-T cell therapy has taken decades of high-quality research in academia and industry, and it has provided transformational
results for a number of patients with B cell malignancies. However, as noted, there are numerous barriers to widespread adoption, including:
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Severe
Toxicities. The significant risk of severe toxicities, especially cytokine release syndrome (CRS) and neurotoxicity occurring
up to 3 weeks from treatment. These toxicities have resulted in the need for implementing specific clinical pathways to certify staff
and facilities in the administration of the drugs and the management of the toxicities. |
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On-target,
off tumor toxicities. Conventional CAR-T products have no mechanism for discriminating between diseased and healthy cells. Activation
is governed solely by the expression of the target antigen, which can lead to toxicity when the target antigen is expressed on healthy
cells. In marketed products targeting CD19 (present in the vast majority of B cells), this can be tolerated as B-cell aplasia, albeit
with the need for regular long-term immunoglobulin replacement therapy. However, in experimental CAR-T products targeting other antigens
this has been shown to cause serious side-effects, up to and including fatality. |
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Complex
supply chains associated with autologous treatments. By definition, autologous treatments require the source cells to have been
collected from the patient. It therefore requires a personalized supply chain with multiple touch points and the manufacturing process
can only ever be performed on a single-patient batch size. This adds complexity to each treatment and has required the introduction
of completely new processes and infrastructure in able to commercialize the products. |
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Inherent
variability of the drug product. Each patient has a different cell population and so the starting material of each manufacturing
batch is always variable, leading to variable final product. This can be minimized during pre-screening, which eliminates some patients
from treatment, but there are still significant challenges in manufacturing to provide consistent batches of drug products and in
understanding which variables are critical to product quality. |
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High
list price of the products. The need for personalized manufacturing, new supply chain processes and management of acute and chronic
toxicities have all contributed to the high prices associated with the first CAR-T products reaching the market. In the USA, Kymriah®
has a list price of $475,000 for pediatric ALL, and Yescarta® lists at $373,000 for DLBCL patients. The associated treatment
costs and ongoing management can increase this price significantly |
The
combination of the co-stimulatory CAR, with GD-T cells, provides TCB with a proprietary platform which we believe addresses the problems
with existing CAR-T products in the following ways:
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Using
the natural T cell signaling of the GD-T cell will, we believe, result in less risk of hyperactivation and tonic signaling with an
overall reduction in the risk of CRS and less exhaustion of the cells. |
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The
requirement on cell activation remains on the endogenous GD-T cell TCR signal, which detects stress signals associated with cancerous
cells, so healthy cells are not targeted for destruction even if the target antigen is expressed and the CAR binds, thus off-tumor
toxicity is avoided. |
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Manufacturing
in batches of high dose numbers, without the complex patient collection of personalized supply chain steps, we believe will result
in a dramatic reduction in cost of goods. This will be reflected in a list price which is in line with current biologicals. With
the reduced likelihood of associated toxicities, the treatment and management costs should also be significantly lower, and the products
can be made available to many more patients as a result. |
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The
combination of a well-tolerated product and simplified supply chain (by virtue of our proprietary CryoTC freeze-thaw process), we
believe, will make the therapy suitable for administration in local oncology centers without patients having to locate in centralized
specialist centers of excellence, further reducing financial and logistic barriers to treatment. |
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The
tolerance of “off tumor” antigen binding without associated toxicity allows for a complete change in the current target
identification paradigm. Instead of identifying targets that are exclusively expressed on tumor cells, we believe our co-stimulatory
CAR-T approach confers an advantage to select targets that can be highly expressed on tumors and at low levels on healthy tissue.
We select targets based on their relative therapeutic index increase in expression, their homogeneity in tumors and the antigen density.
This allows us to target significantly more tumor associated antigens and to significantly expand the therapeutic index into higher
doses or repeat administration. |
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GD-T
cells have multiple roles in humans, possessing both innate and adaptive functions. One role is a sentinel surveillance cell, and
they are biologically primed to travel through tissue searching for sites of cellular stress. This ability to penetrate tissue makes
them advantageous agents for treating solid tumors. We can add additional function to the GD-T cells by using one or more co-stimulatory
CAR-T constructs to add targeting to appropriate antigen(s) and to provide armor or strategies to overcome environmental and immune
suppression in the tumor microenvironment. Therefore, we believe that the platform offers a promising approach to target the full
spectrum of cancer diseases. |
Viral
infections
GD-Ts
are natural killers of virally infected cells, as well as cancerous cells. We believe that our unmodified GD-T therapy offers substantial
potential as a first line of attack against future viral pandemics. During the COVID-19 pandemic, we took the opportunity to develop
a trial protocol to treat patients with COVID-19, which was approved by the MHRA. We are currently not progressing this trial because
of the absence of available patients given the progression of the disease; however we would consider conducting a phase 1b/2a trial if
more severe/pathogenic variants emerge and we believe that there is considerable opportunity to deploy our GD-T therapy in the treatment
of viral infections, including rapid response treatment of future epidemics and pandemics and selected acute viral infections. Whilst
our current focus is to prioritize cancer treatment we will seek opportunities to develop viral treatments either on our own or in partnership
in future Numerous peer-reviewed publications have demonstrated that GD-T cells innate killers of cells which have become virally infected.
Using Epstein-Barr virus infected cells as an exemplar, TCB has conducted pre-clinical studies to demonstrate that our GMP-compliant
manufacturing process results in GD-T with potent anti-viral cytotoxicity
Autologous
versus allogeneic
Commercially
available cell therapies typically are either autologous or allogeneic. Autologous products are taken from one donor (the patient) and
used to treat that same donor (self-to-self), whilst allogeneic products are usually taken from a single donor (not a patient) and used
as the starting material to treat a large number of different individuals (patients). GD-T lymphocytes are known to exert their biological
effect in a non-MHC restricted manner. This means the potential for graft-versus-host mediated rejection is significantly reduced if
allogeneic (non-self) cells are used as a treatment compared with many other immune cell therapies. As many patients with late-stage
cancer or severe viral infections are also immunosuppressed, potential for host-mediated rejection of allogeneic cells is also reduced.
When compared with autologous variants, commercial benefits of allogenic treatment include the following:
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significant
reduction in cost of goods; |
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product
can be campaign manufactured and stockpiled frozen; |
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increased
capacity to treat more patients; |
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logistics
of shipping product are simplified; |
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higher
doses of (reproducible) product are possible; and |
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product
is immediately available for acute disorders |
Our
strategy for developing an allogeneic solution for CAR-T is to select a pathway which will allow us to bring our products to patients
as quickly as possible. These concepts build upon decades of previous development in allogeneic cell therapies and have clear understanding
of development requirements in terms of manufacturing, clinical and regulatory execution.
Although
manufacture of allogeneic cell therapies allows product to be “pharmaceuticalized” by virtue of campaign manufacture and
storage, the approach is however not without technical and logistic challenges. To manufacture allogeneic banks, donor cells need to
be screened for numerous adventitious agents, including for example, HIV, hepatitis, CMV and syphilis. Additional tumorgenicity testing
is required, and assays conducted to ensure the cell bank is free from karyotypic aberrations. In order to overcome any potential for
rejection, TCB has developed allogeneic GD-T cell banks that are unlikely to elicit a graft-versus-host (GvH) or host-versus-graft (HvG)
immune response.
Donors
are screened and selected based on clinically-relevant history and then based on the proliferative capacity and phenotypic character
of their GD-Ts, based on a small volume blood draw and in-house assays. In this way, only good quality GD-T cells are selected for repeat
apheresis and banking. The banks are HLA-typed and become the starting material for all of the allogeneic CAR-T products. These banks
are cryopreserved in our facilities and can later be thawed, genetically engineered with the CAR, activated and expanded into final product,
before being frozen again as multiple individual doses of drug product.
Generation
of Gamma Delta T cells from IPSC cells
Identification
of appropriate donors whilst possible is challenging as only a limited number of batches can be created from a single donation. GD-T
cells can be routinely expanded from peripheral blood over 14 days. This provides a short window of opportunity for cell modification/engineering.
Induced
pluripotent stem cells (iPSCs) have the potential to overcome these issues because they are capable of unlimited proliferation and multidirectional
differentiation. In 2013, several research groups from Japan reported the successful reprogramming of αβT-cells, followed
by re-differentiation back to αβT cells (Vizcardo et al., 2013; Nishimura et al., 2013; Themeli et al.,
2013). While re-differentiated αβT cells-maintained antigen specificity, they were also characterized by higher proliferation
ability than an original T-cell clone.
We
hypothesized that GD-T derived iPSCs cells that carry the rearrangements at the TCRG and TCRD gene locus will be able to generate GD-T
but not αβT cells. Furthermore, iPSC cells will provide a vast opportunity for the gene-editing without any time constraints
of terminally differentiated cells.
Reprogramming
GD-T cells has proven to be a challenge, as these cells are not tolerant of cell sorting. Therefore, GD-T cells can be reprogrammed in
a bulk culture with the rest of peripheral blood cells or at the end of 14 days expansion, when the purity of GD-T is highest. After
several unsuccessful reprogramming attempts, we have optimized the conditions favoring GD-T cells reprogramming. In the last round of
reprogramming >50 clones were created. After extensive analysis of DNA rearrangements in δ- and γ-locus of 5 pre-selected
clones, it was confirmed that they are derived from GD-T cells with different TCR sequences.
IPSC
technology is an attractive approach for the limitless source of GD-T cells are successful progress in reprogramming has been demonstrated.
Further work is now required for the establishment of a GMP compatible T-cell differentiation protocol. Generation of GDT cells from
iPSC cells presents TCB with a vast opportunity for scaling without any time constraints of terminally differentiated cells.
Fresh
versus frozen product
Commercial
and clinical development of cellular therapy products will invariably require cryopreservation and frozen storage of cellular starting
materials, intermediates and/or final product.
Optimizing
cryopreservation is important to obtaining maximum yield and a consistent end-product. Suboptimal cryopreservation can lead not only
to batch-to-batch variation, lowered cellular functionality and reduced cell yield, but also to the potential selection of subpopulations
with genetic or epigenetic characteristics divergent from the original cell line.
Regulatory
requirements also impact on cryopreservation, requiring a robust and reproducible approach to freezing, storage and thawing of the product.
This requires attention to all aspects of the application of low temperatures; from the choice of freezing container and cryoprotectant,
the cooling rate employed and its mode of delivery, correct handling of the frozen material during storage and transportation, to eventual
thawing of the product by the end-user. Each of these elements influences all of the others to a greater or lesser extent and have been
taken into consideration as TCB moves from fresh to cryopreserved cell-based product.
In
a submission to UK regulators, we provided batch manufacture and supporting data, and TCB was granted approval to commence treatment
of cancer patients using frozen allogeneic product. This represents a significant milestone for TCB, as we pioneer use of cryopreserved-donated
cells to treat cancer. Obvious benefits include increased product reproducibility, ability to ship product globally on request and significant
economy of scale (through batch manufacture and storage).
Clinical
studies – unmodified GD-Ts in blood cancer
Management
of acute myeloid leukemia (AML) is based on intensive chemotherapy and/or stem cell transplant, but these therapies lead to high relapse
rates amongst treated patients. Particularly for the relapsed/refractory AML population or those who are not eligible for alloHSCT or
intensive chemotherapy, the therapy options are limited, and patients are often placed in experimental protocol therapies or palliative
care. As a result, there is a need for additional therapies, particularly for these cohorts.
GD-T
cells have emerged as a promising therapy due to their ability to specifically target cancer cells. Nonclinical studies performed in
AML cell lines suggest that GD-T cells specifically target AML tumor cells and lead to cell lysis in vitro (Kirk et al., 1993).
Additionally, in xenotransplantation animal models, GD-T cells obtained from healthy volunteers specifically target AML cells and result
in increased survival and diminished tumor burden in NOD mice (Gertner-Dardenne et al., 2012). Similarly, in vitro experiments
conducted by TCB further support such findings whilst providing evidence that OmnImmune® (TCB002) specifically targets stress induced
cells and effectively kills AML cells lines.
In
the clinic, allogeneic treatment in AML patients in the phase 1b/2a trial OmnImmune® (TCB002) has shown our product is well-tolerated
with some preliminary evidence of anticancer activity. Firstly, there were no signs of graft vs. host disease (GvHD) following therapy
and secondly, CR (complete response) and MLFS (morphologic leukemia free state) were observed. Earlier results with autologous product
demonstrated good tolerability. For the allogeneic product, OmnImmune® (TCB002), additional procedures were included to prevent GvHD
(e.g. AB T cell depletion). Literature reports were also supportive of the use of OmnImmune® (TCB002) in cancer patients. The phase
1b/2a trial tested OmnImmune® (TCB002) in active relapsed or refractory AML who were not eligible for or did not consent to high
dose salvage chemotherapy and/or allogeneic hematopoietic stem cell transplantation (alloHSCT). The trial was conducted to identify a
tolerable dose and better understand the safety of this therapy in the chosen indication as well as generate preliminary information
on potential clinical benefit. The primary, secondary and exploratory endpoints were as follows:
Primary
endpoints:
|
● |
Assessment
of adverse events (Aes) graded by Common Terminology Criteria for Adverse Events (CTCAE) v5.0, vital signs and evaluation of laboratory
parameters |
|
|
|
|
● |
Incidence
of dose-limiting toxicities (DLTs) during the first 28 days after γδ T cell administration. |
|
|
|
|
● |
Establish
Maximum Tolerated Dose (MTD) of OmnImmune® |
Secondary
endpoints:
|
● |
Complete
Remission (CR) rate |
|
|
|
|
● |
Overall
survival (OS) |
|
|
|
|
● |
Quality
of life determined by EORTC QLQ-C30 questionnaire |
Exploratory
endpoints:
|
● |
Changes
in γδ T cell count and phenotype before and after OmnImmune® infusion |
No
formal statistical analysis was planned. The incidence of DLTs were to be summarized descriptively by γδ T cells dose for
evaluable patients. The recommended dose would be determined as the greatest with an incidence of DLTs no greater than 1/3. All other
data including efficacy results were summarized descriptively by γδ T cells dose.
The
trial enrolled 8 patients and healthy donors aged >18 years.
Clinical
outcome
Seven
patients were treated with OmnImmune® (TCB002). The eighth patient could not be dosed because the study was terminated as a result
of the COVID-19 pandemic, which prevented the importation of investigational product from Scotland to the Czech Republic. No safety concerns
were raised during Safety Review Committee (SRC) meetings. No treatment related Serious Adverse Reactions (SARs) were reported in any
of the patients who were enrolled in the trial. No grade 3≥ OmnImmune® (TCB002) treatment related toxicities were noted in any
of the treated patients. No dose-limiting toxicities were observed and no emergency safety measures have occurred for any subjects receiving
OmnImmune® (TCB002). Two patients at 28 days post-treatment achieved a CR (one patient) or MLFS (one patient); another patient was
classified as attaining stable disease with > 50% reduction in bone marrow blast count; one additional patient exhibited reduction
in blast levels at 14 days; and one patient had disease progression (see table below). One patient (PRA1-5003) died 21 days after TCB002
due to bilateral pneumonia, determined unrelated to study medication. One patient (PRA1-5010) was withdrawn because of the COVD-19 pandemic
before bone marrow aspiration on day 28 post-treatment. These preliminary indications of anticancer activity were not expected given
the refractory profile of the enrolled patients.
The
EORTC QLQ-C30 questionnaire resulted in scoring from six of the seven patients dosed with OmnImmune® (TCB002) for varying periods
of time depending on their study duration. At 7 days post dosing, the average QoL score from six patients had decreased from 55.7 to
47.2 out of a possible maximum of 100. This negative impact on QoL reflects the well characterized side effects of preconditioning therapy
with cyclophosphamide and fludarabine given between 6 and 2 days prior to OmnImmune® (TCB002) administration. The score remained
lower in the four patients assessed at 28 days at a level of 50.0. In the two patients (one CR and one MLFS) who were assessed at the
end of the study (week 24), both had recovered to an improved QoL score, each of 67.0.
FDA
Orphan Drug Designation
About
60 million people living in the European Union (EU) and USA suffer from a rare disease. The European Medicines Agency (EMA) and FDA play
a central role in facilitating the development and authorization of medicines for rare diseases, which are termed ‘orphan medicines’
in the medical world. Developing medicines intended for small numbers of patients has little commercial incentive under normal market
conditions. Therefore, the EU and USA offer a range of incentives to encourage the development of designated orphan medicines.
The
general therapeutic strategy for the treatment of AML has not changed substantially over the past 30 years. Excluding APL (which should
be treated with trans-retinoic acid), AML management is based primarily on induction, incorporating an anthracycline and cytarabine,
and consolidation therapy, and/or allogeneic Hematopoietic Stem Cell Transplantation (alloHSCT). Induction/consolidation therapy leads
to high CRs rates in those who are eligible for treatment and present a favorable risk profile.
Several
novel agents are in various stages of development for the treatment of AML. Novel approaches include antibody-based immunotherapy and
adoptive cell therapy that aim to improve anti-leukemia T cell function, such as the therapies developed by TCB (OmnImmune®).
OmnImmune®
(TCB002) was initially studied in patients with active relapsed or refractory AML who are not eligible or do not consent to high dose
salvage chemotherapy and/or alloHSCT. In July 2019, OmnImmune® (TCB002) was granted ‘orphan medicine’ status from the
FDA for Acute Myeloid Leukemia (AML). TCB intends to conduct a further clinical phase 2/3 study (OmnImmune® (TCB008-001)) in 2021/2
aimed at treating earlier stage AML patients.
Summary
of TCB’s phase 1b/2a clinical trial in patients with fourth-line-of-treatment acute myeloid leukemia. Subsequent to the completion
of this study TCB commenced phase 2b into 3 (pivotal) patient treatment during H1, 2022.
Pipeline
and plan
Our
future pipeline is focused on treating liquid cancers with our unmodified GD-T therapies and the treatment of solid cancers with next-generation
allogeneic GD-T CAR-T therapies.
Our
unmodified cell therapy, used in the treatment of Acute Myeloid Leukemia, is supplied under the name OmnImmune.
OmnImmune®
is an allogeneic unmodified GD-T (GD-T2) cell product. Donor-derived GD-T cells for proliferative capacity, were activated and expanded
in our manufacturing facility before being infused into the patient as part of our OmnImmune® (TCB002) phase 1 trial. This trial
was completed in H1 2020 at the Institute of Hematology and Blood Transfusion in Prague, Czech Republic. Having generated meaningful
clinical data showing our product is well-tolerated in late-stage AML patients with no remaining treatment options, TCB commenced a phase
2b-into pivotal (phase 3) clinical studies (with OmnImmune®) during 2022 in AML patients who have failed to respond adequately to
induction therapy. The aim is to provide a form of salvage therapy which will either stabilize the patient, thereby preventing disease
progression, or delay the requirement for human stem cell transplant. Our initial trial centers are in the UK. Working on the premise
that other blood cancers should respond to GD-Ts in a similar manner to AML, TCB plans to conduct clinical studies for OmnImmune®
in other hematological malignancies in future. The initial phase 1b/2a trials were undertaken using fresh cell-based product under the
program number TCB002. For ease of reference, when discussing that specific trial, we refer the program as OmnImmune® (TCB002). The
subsequent planned phase 2b-into pivotal (phase 3) clinical studies uses a frozen cell-based product under the program number TCB008-001.
When discussing that specific trial, we refer the program as OmnImmune®.
We
plan to develop a range of allogeneic co-stimulatory GD-T CAR pre-clinical drug candidates which will target antigens expressed on a
number of solid tumor types.
TCB
has generated in-vitro preclinical data as part of our CAR-T program which demonstrated that GD-Ts are very high purity and can be CAR-transduced
with high efficiency (see diagram below). Gamma delta cell purity and transduction efficiency have been measured using flow cytometry.
CAR positive cells were measured by a detection reagent labelled with the fluorophore Phycoerythrin (PE). Flow cytometry analysis used
the parameters of side scatter height (SSC-H) and PE area (PE-A) to define the cell populations. This is demonstrated in the figure below
comparing non-transduced (NTD) and transduction with a co-stimulatory CAR construct (co-stim CAR).
We
have also demonstrated that following transduction with different CAR constructs, GD-T’s can be effectively and reproducibly expanded
in-vitro whilst exhibiting increased cytotoxicity in a zoledronate-dependent manner (see diagrams below – zoledronate-dependency
reflects TCB’s proprietary process for commercial expansion of GD-T’s). The CAR constructs contained different endodomains
including DNAX-activating protein 10 (DAP-10) and the high affinity IgE receptor (FcR) with no endodomain (no-endo) and non-transduced
(NTD) as controls. These data outline the key preclinical parameters investigated in advance of progressing our CAR-T products into clinical
trials. TCB has engaged with UK regulators to discuss the design of GD-T CAR phase1b/2a clinical studies (specifically relating to patient
dosing and quality systems).
Peripheral
blood mononuclear cells (PBMCs) were initiated into culture and GD-T cells expansion stimulated by zoledronic acid. On day 2 of expansion,
cells were transduced with lentiviral vectors (LVV) to deliver the indicated CAR constructs. After routine feeding through the expansion
process, cells were harvested on day 14 and the total cell number, fold expansion and viability of GD-T cells evaluated. Data present
a compilation of experiments across multiple individual donors (N=9; n=1-5).
Corporate
Information
Our
principal executive offices are located in Scotland, United Kingdom, with a mailing address of Maxim 1, 2 Parklands Way, Holytown, Motherwell,
ML1 4WR, United Kingdom and our telephone number at that location is +44 (0) 141 433 7557. Our website address is https://www.tcbiopharm.com.
The information contained on, or that can be accessed through, our website is not part of this prospectus. We have included our website
address in this prospectus solely as an inactive textual reference.
Implications
of Being an “Emerging Growth Company”
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities
Act. As such, we are eligible to, and intend to, take advantage of certain exemptions from various reporting requirements applicable
to other public companies that are not “emerging growth companies” such as not being required to comply with the auditor
attestation requirements in the assessment of our internal control over financial reporting of Section 404 of the Sarbanes-Oxley Act
of 2002, or the Sarbanes-Oxley Act. We could remain an “emerging growth company” for up to five years, or until the earliest
of (a) the last day of the first fiscal year in which our annual gross revenue exceeds $1.235 billion, (b) the date that we become a
“large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, which would occur if the market value of all our ordinary shares, including those represented by the ADSs, that are held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have
issued more than $1 billion in nonconvertible debt during the preceding three-year period.
Implications
of being a “Foreign Private Issuer”
As a company incorporated
in Scotland that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing
standards. The Company determined it qualified as a foreign private issuer under federal securities laws as of June 28, 2024, the last
business day of its most recently completed second fiscal quarter.
We
are subject to the information reporting requirements of the Securities and Exchange Act of 1934, as amended, the Exchange Act, that
are applicable to “foreign private issuers,” and under those requirements we file reports with the SEC. As a foreign private
issuer, we are not subject to the same requirements of the SEC applicable to U.S. domestic issuers. Under the Exchange Act, we are subject
to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies.
For example, we are not required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic
reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting
companies. We also have four months after the end of each fiscal year to file our annual report with the SEC and are not required to
file current reports as frequently or promptly as U.S. domestic reporting companies. Our officers, directors and principal shareholders
are exempt from the requirements to report transactions in our equity securities and from the short-swing profit liability provisions
contained in Section 16 of the Exchange Act. As a foreign private issuer, we are not subject to the requirements of Regulation FD (Fair
Disclosure) promulgated under the Exchange Act. In addition, as a foreign private issuer, we are permitted to follow certain home country
corporate governance practices instead of those otherwise required under the Nasdaq Stock Market rules for domestic U.S. issuers and
are not required to be compliant with all Nasdaq Stock Market rules as of the date of our initial listing on Nasdaq as would domestic
U.S. issuers These exemptions and leniencies will reduce the frequency and scope of information and protections available to you in comparison
to those applicable to a U.S. domestic reporting company. We intend to take advantage of the exemptions available to us as a foreign
private issuer during and after the period we qualify as an “emerging growth company.”
Recent
Developments
Exercise
of Pre-funded Warrants
During
January 2024, pre-funded warrants representing 139,800 ADSs were exercised in three separate tranches.
Issuances
of ADSs and grants of options to purchase ADSs
On
February 29, 2024, the Renumeration Committee of the Board of Directors approved a grant of options to purchase ADSs to the Company’s
executive officers and non-employee directors under the Company’s 2021 Shares Option Scheme (the “Plan”) and agreed
to cancel all shares options previously issued to such persons. Each non-employee director received an option to purchase 4,176
ADSs, or ADSs representing 835,200 Ordinary Shares at an exercise price of $10.90 per ADS, which is equal to the closing price
of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. Martin Thorp, the Company’s Chief Financial Officer,
received an option to purchase 17,712 ADSs, or ADSs representing 3,542,440 Ordinary Shares at an exercise price of $10.90
per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. Bryan Kobel,
the Company’s Chief Executive Officer received an option to purchase 38,161 ADSs, or ADSs representing 7,632,120 Ordinary
Shares at an exercise price of $10.90 per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital
Market on January 31, 2024. All share options that were issued vest immediately upon issuance.
On
March 8, 2024, Bryan Kobel, the Chief Executive Officer of the Company agreed to (a) defer the payment of accrued but unpaid contractual
pension benefits owed to him in the amount of $66,000 for a period of 9 months and (b) convert an aggregate amount of $24,760 of accrued
but unpaid contractual pension benefits owed to him into 476,153 ordinary shares, par value £0.0001 per share of Company, based
on a price per share equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on March 7, 2024.
In
addition, the board of directors approved a grant of options to Mr. Kobel purchase 15,300 ADSs, or ADSs representing 3,060,000
Ordinary Shares at an exercise price of $20.00 per ADS. The options granted to Mr. Kobel were issued under the Company’s 2021 Plan. All share
options that were issued vested immediately.
Exercise
of Series D Warrants
On
March 12, 2024, the Company issued 62,375 ADS representing 12,475,000 ordinary shares of the Company upon exercise of outstanding
Series D warrants resulting in gross cash proceeds to the Company of £986,398 (approximately $1,263,000).
April
2024 LOI
On
April 1, 2024, we entered into a non-binding letter of intent (the “Asset LOI”) with an unnamed cell therapy company. (the
“Asset Seller”), regarding the potential acquisition (the “Proposed Asset Transaction”) by the Company of the
following assets of Asset Seller: a Solid Tumor tool kit, a NK Cell Manufacturing tool kit, and two CAR-NK programs (the “Assets”).
In exchange for the sale of the Assets to the Company, the Company will pay to the Asset Seller a combination of cash and equity at closing,
as well as milestone payments based upon certain clinical achievements.
The
Asset LOI only represents a mutual indication of interest regarding the Proposed Asset Transaction and the terms of the Proposed Asset
Transaction are subject to a number of contingencies, including the completion of customary due diligence and the negotiation and execution
of definitive agreements. Upon execution of the definitive agreements, the completion of the transaction will be subject to, among other
matters, satisfaction of the conditions negotiated therein, the Company having secured adequate financing, and receipt of all third party
(including governmental) approvals, licenses, consents, and clearances, as and when applicable. There can be no assurance that the Proposed
Asset Transaction will be completed on the terms contemplated in the Asset LOI or otherwise. In particular, the timing of closing of
any such transaction and the aggregate consideration that we may pay may materially differ from that currently contemplated by the Asset
LOI.
May
2024 LOI
On
May 1, 2024, we entered into a non-binding letter of intent (the “LOI”) with a private company (the “Seller”),
regarding a potential business combination (the “Proposed Transaction”) whereby the Company or a subsidiary of the Company
would acquire the Seller. In connection with the Proposed Transaction, the Company will pay to the Seller a cash purchase price equal
to $20 million less any amounts payable on any Seller indebtedness and issue American Depository Shares (the “ADSs”) representing
a number of the Company’s ordinary shares (the “Shares”) where the issue price of such Shares is equal to the average
price paid in a fundraising from new and existing shareholders in the Company raising in excess of US$50 million (the “Issue Price”),
such that the total value attributable to the Shares at closing is equal to US$20 million. In addition, the Seller will be entitled to
certain payments upon satisfaction of various development milestones.
The
LOI only represents a mutual indication of interest regarding the Proposed Transaction and the terms of the Proposed Transaction are
subject to a number of contingencies, including the completion of customary due diligence and the negotiation and execution of definitive
agreements. Upon execution of the definitive agreements, the completion of the transaction will be subject to, among other matters, satisfaction
of the conditions negotiated therein, the Company having secured adequate financing, and receipt of all third party (including governmental)
approvals, licenses, consents, and clearances, as and when applicable. There can be no assurance that the Proposed Transaction will be
completed on the terms contemplated in the LOI or otherwise. In particular, the timing of closing of any such transaction and the aggregate
consideration that we may pay may materially differ from that currently contemplated by the LOI.
May
2024 Warrant Inducement
On
May 6, 2024, the Company, entered into a letter agreement (the “Inducement Letter”) with certain holders (the “Holders”)
of existing Series E warrants (the “Existing Warrants”) to purchase ordinary shares represented by American depositary
shares (the “ADSs”) of the Company. The Existing Warrants were issued on December 21, 2023 and have an exercise price of
£15.81 per ADS. Each ADS represents twenty (200) ordinary shares of the Company.
Pursuant
to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase an aggregate of 175,000
ADSs of the Company for cash and the payment of £0.99625 (US$1.25) per new warrant in consideration for the Company’s
agreement to issue new Series F warrants to purchase ordinary shares represented by ADSs (the “New Warrants”), as described
below, to purchase up to 70,000,000 of the Company’s ordinary shares represented by 350,000 ADSs (the “New Warrant
ADSs”). The Company received aggregate gross proceeds of approximately £3.1 million from the exercise of the Existing
Warrants by the Holders, prior to deducting placement agent fees and estimated offering expenses.
The
Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to act as its exclusive placement agent in connection
with the transactions summarized above and paid the Placement Agent a cash fee equal to 7.5% of the gross proceeds received from
the Holders’ exercise of their Existing Warrants and a management fee of 1% of the gross proceeds received from the Holders’
exercise of their Existing Warrants. The Company also reimbursed the Placement Agent for its expenses in connection with the exercise
of the Existing Warrants and the issuance of the New Warrants, $50,000 for fees and expenses of legal counsel and other out-of-pocket
expenses, and paid the Placement Agent for non-accountable expenses in the amount of $35,000 and a clearing fee of $15,950. Upon
any exercise for cash of any New Warrants, the Company has agreed to pay the Placement Agent
a cash fee of 7.5% of the aggregate gross exercise price paid in cash with respect the exercise of the New Warrants. In addition,
the Company granted warrants (“Placement Agent Warrants”) to the Placement Agent, or its designees, to purchase up to an
aggregate of 2,625,020 ordinary shares represented by 13,125 ADSs, which Placement Agent Warrants shall be substantially in the
same form as the New Warrants except that the Placement Agent Warrants will have an exercise price of £22.31.
The
closing of the transactions contemplated pursuant to the Inducement Letter occurred on May 8, 2024. The Company intends to use the net
proceeds from this offering to support its upcoming clinical trial focusing on relapse/refractory Acute Myeloid Leukemia, and for continuing
operating expenses and working capital.
The
Company also agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then Form S-3 eligible)
covering the resale of the New Warrant ADSs issued or issuable upon the exercise of the New Warrants (the “Resale Registration
Statement”), within 30 days of the Closing Date, and to have such Resale Registration Statement declared effective by the SEC within
90 days following the Closing Date. The registration statement was filed and declared effective
on June 24, 2024 to fulfill our obligations under the Letter Agreement.
In
the Inducement Letter, the Company agreed not to issue any ADSs, ordinary shares or ordinary share equivalents or to file any other registration
statement with the SEC (in each case, subject to certain exceptions) until 30 days after the Closing Date. The Company also agreed not
to effect or agree to effect any variable rate transaction (as defined in the Inducement Letter) until one (1) year after the Closing
Date (subject to an exception).
August 2024 Public
Offering
On August 13, 2024, the
Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor (the “Investor”)
pursuant to which the Company agreed to issue and sell to the Investor in a best-efforts public offering 23,950 American Depositary Shares
(the “ADSs”) representing 4,790,000 ordinary shares, par value £0.0001 per share (the “Ordinary Shares”),
pre-funded warrants to purchase up to 1,976,050 ADS representing 395,210,000 Ordinary Shares (the “Pre-Funded Warrants”),
and series G purchase warrants to purchase up to 2,000,000 ADSs representing 400,000,000 Ordinary Shares (the “Warrants”
and together with the Pre-Funded Warrants and the ADSs, the “Securities”). The purchase price for each ADS and associated
Warrant is $1.00 and the purchase price per each Pre-Funded Warrant and associated Warrant is $0.999. The Warrants are immediately exercisable,
will expire one (1) year from the date of issuance and have an exercise price of £0.78 (or $1.00, as translated for illustration
to U.S. dollars at the rate of £1.00 to $1.277 as of August 12, 2024) per ADS, subject to adjustment as set forth therein. The
Pre-Funded Warrants may be exercised at any time until all of the Pre-Funded Warrants are exercised in full at an exercise price of $0.001
per ADS, subject to adjustment therein. The offering (the “Offering”) closed on August 15, 2024.
The Offering resulted
in gross proceeds of $2.0 million before deducting related offering expenses. The Securities were offered by the Company pursuant to
a registration statement on Form F-1 (File No. 333-280659), and each amendment thereto, which was declared effective by the Securities
and Exchange Commission (the “Commission”) on August 12, 2024.
Nasdaq
Compliance
As
previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May
20, 2024 (the “May 20 8-K’), on May 15, 2024, the Company filed its Form 10-Q for the quarter ended March 31, 2024 (the “Form
10-Q”). As noted in the Form 10-Q, the Company was not in compliance with the minimum stockholders’ equity requirement under
Nasdaq Listing Rule 5550(b)(1) for continued listing on The Nasdaq Capital Market because its stockholders’ equity was below the
required minimum of $2.5 million (the “Minimum Stockholders’ Equity Requirement”) at March 31, 2024. As previously
reported in a Current Report on Form 8-K filed with the SEC on May 8, 2024, on May 6, 2024, the Company entered into a letter agreement
(the “Inducement Letter”) with certain holders (the “Holders”) of existing Series E warrants (the “Existing
Warrants”) to purchase ordinary shares represented by ADSs of the Company. Pursuant to the Inducement Letter, the Holders agreed
to exercise for cash their Existing Warrants to purchase an aggregate of 175,000 ADSs of the Company for cash and the payment
of £0.99625 (US$1.25) per new warrant in consideration for the Company’s agreement to issue new Series F warrants
to purchase ordinary shares represented by ADSs (the “New Warrants”) to purchase up to 70,000,000 of the Company’s
ordinary shares represented by 350,000 ADSs (the “New Warrant ADSs”). As noted above, on May 8, 2024, the Company
received aggregate gross proceeds of approximately £3.1 million (circa $3.9 million) from the exercise of the Existing Warrants
by the Holders, prior to deducting placement agent fees and estimated offering expenses. As a result, the
Company believes that due to the exercise of the Existing Warrants it is now in compliance with the Minimum Stockholders’ Equity
Requirement as at June 30, 2024.
On
May 24, 2024, the Company received written notification from the listing qualifications staff of the Nasdaq Stock Market, LLC (“Nasdaq”)
indicating that the Company was not in compliance with the Minimum Stockholders’ Equity Requirement, as of March 31, 2024. This
letter indicated that while Nasdaq estimates the Company is currently in compliance with the Minimum Stockholders’ Equity Requirement
it notes that based on the historical burn rate, without a significant transaction, the Company will not be in compliance as of the next
period ending June 30, 2024.
Since
the Company was previously granted an exception to the Minimum Stockholders Equity Requirement by a Nasdaq Hearings Panel and subsequently
regained compliance, it is subject to a Panel Monitor in accordance with Nasdaq Listing Rule 5815(d)(4)(A).
The
Company requested and was granted a hearing before a hearing panel on July 16, 2024 at which it requested continued listing
on The Nasdaq Capital Market since it has returned to compliance and expects to continue to do so. On August 1, 2024, the Company
received written notification from Nasdaq that the hearing panel granted the Company’s request to continue its listing on Nasdaq
subject to compliance with the Minimum Stockholders’ Equity Requirement on or before August 15, 2024.
The
Company received a written notification from the listing qualifications staff (the “Staff”) of the Nasdaq. dated August
1, 2024 indicating that the minimum closing bid price per share for its American Depositary Shares (the “ADSs”) was below
$1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq
Listing Rule 5550(a)(2) (the “Bid Price Rule”). Normally, a company would be afforded a 180-calendar day period to
demonstrate compliance with the Bid Price Rule. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible
for any compliance period specified in Rule 5810(c)(3)(A) due to the fact that the Company effected one or more reverse stock splits
over the prior two-year period with a cumulative ratio of 250 shares or more to one (the “Excessive Reverse Stock Splits Rule”).
Accordingly, this matter serves as an additional basis for delisting the Company’s securities from Nasdaq. Nasdaq informed
the Company that the hearing panel will consider this matter in their decision regarding the Company’s continued listing on Nasdaq.
As detailed below, the Company effected a change in the ratio of its ADSs to ordinary shares which had the effect to increase proportionally
the ADS trading price, although the Company can give no assurance that the ADS trading price after the ADS ratio change will be proportionally
equal to or greater than the previous’ ADS trading price prior to the change.
On
August 21, 2024, the Company received a notice (the “Notice”) from the Staff of the Nasdaq informing the
Company that it has regained compliance with the Minimum Stockholders’ Equity Requirement and the Bid Price Rule.
Normally,
in application of Listing Rule 5815(d)(4)(B), companies that have regained equity and/or bid price compliance, where the company was
ineligible for a second compliance period under the Excessive Reverse Stock Splits Rule, are imposed a Mandatory Panel Monitor. However,
considering the Company regained compliance with the Bid Price Rule ahead of the panel granting it an exception to cure its bid price
deficiency, the Notice stated that, pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Discretionary Panel Monitor
for a period of one year from the date of the Notice, to ensure that the Company maintains long-term compliance with the Equity Rule,
the Bid Price Rule, and all of the Exchange’s continued listing requirements.
If,
within that one-year monitoring period, the Staff finds the Company again out of compliance with any continued listing requirement, notwithstanding
Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to any deficiency and
the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency, nor will
the Company be afforded an applicable cure or compliance period. Instead, the Staff will issue a Delist Determination Letter and the
Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel
is unavailable.
ADS
Ratio Change
On July 17, 2024, our Board of Directors approved the change in the ratio
of ADSs evidencing ordinary shares from one (1) ADS representing twenty (20) ordinary share to one (1) ADS representing two hundred (200)
ordinary shares, which will result in a one for 10 reverse split of the issued and outstanding ADSs (the “ADS Ratio Change”).
The ADS Ratio Change became effective on August 5, 2024. All ADS and related warrant information presented in this prospectus, including
our financial statements and accompanying footnotes, has been retroactively adjusted to reflect the reduced number of ADSs resulting from
the ADS ratio change.
THE
OFFERING
Securities,
offered by us |
|
Up
to 1,162,790 ADSs representing 232,558,000 ordinary shares and together with accompanying Series H warrants to purchase
up to 1,162,790 ADSs representing 232,558,000 ordinary shares (the “Series H Warrants”). The ADSs or prefunded
warrants, respectively and Series H Warrants are immediately separable and will be issued separately in this offering but must initially
be purchased together in this offering. Each Series H Warrant has an assumed exercise price of £3.28 ($4.30 translated
to U.S. dollars at the rate of £1.00 to $1.3095 as of August 22, 2024) per ADS. See “Description of Securities”.
We are also registering the ADSs issuable upon exercise of the pre-funded warrants and the Warrants. |
|
|
|
ADSs |
|
Each
ADS represents twenty (200) ordinary shares. As a holder of ADSs, we will not treat you as one of our shareholders. The depositary,
through its custodian, will be the holder of the ordinary shares underlying the ADSs, and you will have the rights of a holder of
ADSs or beneficial owner (as applicable) as provided in the deposit agreement among us, the depositary and owners and holders of
ADSs from time to time. To better understand the terms of the ADSs we encourage you to read the deposit agreement, the form of which
is filed as an exhibit to the registration statement of which this prospectus forms a part. |
|
|
|
Series
H Warrants Offered |
|
We
are also offering Series H Warrants to purchase 1,162,790 ADSs representing 232,558,000 ordinary shares. The Series
H Warrants will expire on the first anniversary of the initial issuance date. The Warrants will be immediately exercisable and the
assumed exercise price of each of the Warrants is £3.28 per ADS ($4.30 per ADS translated for illustration to
U.S. dollars at the rate of £1.00 to $1.3095 as of August 22, 2024). |
|
|
|
Pre-Funded
Warrants Offered |
|
We
are also offering to certain purchasers whose purchase of ADSs in this offering would otherwise result in the purchaser, together
with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%)
of our outstanding ADSs immediately following the closing of this offering, the opportunity to purchase, if such purchasers so choose,
pre-funded warrants to purchase ADSs, in lieu of ADSs that would otherwise result in any such purchaser’s beneficial ownership
exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ADSs. Each pre-funded warrant will be exercisable
for one ADS. The purchase price of each pre-funded warrant will be equal to the price at which an ADS and accompanying Ordinary Warrant
is being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 ADS.
The pre-funded warrants will be exercisable immediately and may be exercised at any time until all of the pre-funded warrants are
exercised in full. This prospectus also relates to the ADSs issuable upon exercise of any pre-funded warrants sold in this offering.
For each pre-funded warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one basis |
|
|
|
Term
of the offering |
|
This
offering will terminate on September 15, 2024, unless we decide to terminate the offering (which we may do at any time in
our discretion) prior to that date. |
Ordinary
shares outstanding before this offering |
|
103,692,641
ordinary shares |
|
|
|
Warrants
outstanding before this offering |
|
Warrants
to purchase 4,359,865 ADSs |
|
|
|
Ordinary
shares to be outstanding after this offering, including ordinary shares represented by ADSs |
|
336,250,641
ordinary shares, assuming no sale of pre-funded
warrants, which, if sold, would reduce the number of ADSs that we are offering on a one-for-one basis, and no exercise of the Warrants
|
|
|
|
Use
of proceeds |
|
We
estimate that our gross proceeds from this offering will be approximately $5 million. This is based on a public offering price of $4.30
per ADS, which is the last reported trading price of our ADSs on The Nasdaq Capital Market on August 22, 2024, before
deducting estimated offering expenses payable by us. We intend to use the net proceeds of this
offering to advance our preclinical and clinical pipeline, and for continuing operating expenses, including market
awareness and working capital. |
|
|
|
Risk
factors |
|
You
should read the “Risk Factors Summary” section within this prospectus and in Item 1A. “Risk Factors” in our
2023 Form 10-K included by reference in this prospectus, for a discussion of factors to consider carefully before deciding to invest
in our securities. |
|
|
|
Nasdaq
Capital market symbol |
|
ADSs
on the Nasdaq Capital Market under the symbol “TCBP.” |
The
number of our ordinary shares (including shares represented by ADSs) to be outstanding after this offering is based on 103,692,641 ordinary
shares outstanding as of August 22, 2024 and excludes:
|
● |
106,585
ordinary shares issuable upon the exercise of options outstanding under our 2014 Share Option Scheme as of March 31, 2024, with a
weighted-average exercise price of £23.00 per share; |
|
|
|
|
● |
20,202
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $212.00 per share; |
|
|
|
|
● |
17,575,360
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $0.06 per share; |
|
|
|
|
● |
702,500
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $0.409 per share; |
|
|
|
|
● |
15,891
ordinary shares issuable upon the exercise of options outstanding, at a future date based on the achievement of certain clinical
and commercial milestones with an exercise price of £215.00 per share; |
|
|
|
|
● |
871,973,000
ordinary shares issuable upon the exercise of warrants outstanding, as of August 22, 2024, with a weighted-average exercise
price of £0.018 per share; and |
For
the description of the 2014 Share Option Scheme and 2021 Share Option Scheme please refer to the 2023 Form 10-K, which is incorporated
by reference herein.
Unless
otherwise stated, all information in this prospectus assumes no exercise of the outstanding options described above into ordinary shares
or ADSs, treats all restricted shares issued with outstanding restrictions to be vested as issued and outstanding shares, no exercise
of the Warrants issued in this offering and no sale of pre-funded warrants in this offering.
Except
as otherwise indicated all references to our articles of association in this prospectus refer to our articles of association, as amended
as currently in force for TC BioPharm (Holdings) plc at the date of this prospectus.
Summary
Consolidated Financial Data
The
following table summarizes our consolidated financial data as at the dates and for the periods indicated. The consolidated financial
statement data as of December 31, 2023 and 2022, and for the years ended December 31, 2023 and 2022 audited in accordance with
the standards of the Public Company Accounting Oversight Board (United States) have been derived from our consolidated financial statements,
which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
The unaudited consolidated financial statement data as of March 31, 2024 and for the three months ended March, 2024 and
2023 have been derived from our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States (“U.S. GAAP”).
Our
historical results are not necessarily indicative of the results that may be expected in the future.
This
information should be read together with, and is qualified in its entirety by, our consolidated financial statements and the notes thereto.
You should read the following summary consolidated financial and other data in conjunction with “Item 5. Market for Registrant’s
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” and “Item 8. Financial Statements and
Supplementary Data”, our consolidated financial statements and the notes thereto and the other financial information included in
our 2023 Form 10-K annual report and in our 2024 Form 10-Q quarterly report and incorporated by reference in this prospectus.
Consolidated Statement of Operations: | |
For the Year Ended | | |
For the Year Ended | |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Revenue | |
£ | - | | |
£ | 3,844,532 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
Research and development expenses | |
| 7,771,391 | | |
| 7,592,470 | |
Administrative expenses | |
| 6,467,932 | | |
| 7,030,972 | |
Administrative expenses - costs related to preparing for listing | |
| - | | |
| 1,305,087 | |
Total operating expenses | |
| 14,239,323 | | |
| 15,928,529 | |
Loss from operations | |
| (14,239,323 | ) | |
| (12,083,997 | ) |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | |
Loss on modification of convertible loan | |
| (645,845 | ) | |
| (140,344 | ) |
Change in fair value of derivative liability | |
| 8,052,581 | | |
| 16,064,945 | |
Foreign currency losses | |
| (80,070 | ) | |
| (120,974 | ) |
Interest expense | |
| (83,025 | ) | |
| (6,753,231 | ) |
Total other income (expense), net | |
| 7,243,641 | | |
| 9,050,396 | |
Net loss before income taxes | |
| (6,995,682 | ) | |
| (3,033,601 | ) |
Income tax credit | |
| 1,088,729 | | |
| 1,720,000 | |
| |
| | | |
| | |
Net loss | |
£ | (5,906,953 | ) | |
£ | (1,313,601 | ) |
| |
| | | |
| | |
Weighted-average ordinary shares outstanding, basic and diluted (1) | |
| 6,178,423 | | |
| 687,199 | |
Basic and diluted net loss per share (1) | |
£ | (0.96 | ) | |
£ | (1.91 | ) |
| |
For
the Three Months
Ended | | |
For
the Three Months
Ended | |
Consolidated Statement of Operations: | |
March 31, 2024 | | |
March 31, 2023 | |
| |
| | |
| |
Operating expenses: | |
| | | |
| | |
Research and development expenses | |
| 1,298,942 | | |
| 1,934,304 | |
Administrative expenses | |
| 2,142,714 | | |
| 2,231,461 | |
Total operating expenses | |
| 3,441,656 | | |
| 4,165,765 | |
Loss from operations | |
| (3,441,656 | ) | |
| (4,165,765 | ) |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | |
Change in fair value of derivative liability | |
| 11,446 | | |
| 3,148,648 | |
Other expense, net | |
| (2,386 | ) | |
| (17,794 | ) |
Total other income (expense), net | |
| 9,060 | | |
| 3,130,854 | |
Net loss before income taxes | |
| (3,432,596 | ) | |
| (1,034,911 | ) |
Income tax credit | |
| 110,742 | | |
| 400,000 | |
| |
| | | |
| | |
Net loss | |
£ | (3,321,854 | ) | |
£ | (634,911 | ) |
| |
| | | |
| | |
Weighted-average common
shares outstanding, basic and diluted(1) | |
| 30,138,602 | | |
| 2,051,836 | |
Basic and diluted net loss
per share(1) | |
£ | (0.11 | ) | |
£ | (0.31 | ) |
Consolidated Statement of Financial Position
items: | |
March 31, 2024 | | |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| | |
| |
Cash and cash equivalents | |
£ | 980,955 | | |
£ | 2,462,609 | | |
£ | 4,808,060 | |
Working capital (2) | |
| (560,816 | ) | |
| 950,326 | | |
| (1,716,361 | ) |
Total assets | |
| 7,264,053 | | |
| 8,931,664 | | |
| 11,291,977 | |
Total liabilities | |
| 6,183,565 | | |
| 6,246,434 | | |
| 10,960,712 | |
Share capital | |
| 403,789 | | |
| 399,455 | | |
| 397,493 | |
Additional paid-in capital | |
| 42,835,843 | | |
| 41,123,065 | | |
| 33,308,568 | |
Accumulated deficit | |
| (42,159,144 | ) | |
| (38,837,290 | ) | |
| (33,374,796 | ) |
Total shareholders’ equity | |
| 1,080,488 | | |
| 2,685,230 | | |
| 331,265 | |
(1) |
On
November 18, 2022, the Company completed a reverse stock split of one (1) new share for every fifty (50) existing shares effective
November 21, 2022. As a result of the share split, all references in these financial statements and accompanying notes to units of
ordinary shares or per share amounts are reflective of the reverse share split for all periods presented. In addition, the exercise
prices and the numbers of ordinary shares issuable upon the exercise of any outstanding options to purchase ordinary shares were
proportionally adjusted pursuant to the respective anti-dilution terms of the share-based payment plans. |
(2) |
Working
capital is defined as current assets less current liabilities. |
RISK
FACTOR SUMMARY
Our
business is subject to a number of risks and uncertainties, including those risks discussed at length in Item 1A. “Risk Factors”
in our 2023 Form 10-K incorporated into this prospectus by reference. These risks include among others those summarized below. Investing
in our company and its securities involves a high degree of risk. You should carefully consider the risks and uncertainties described
below, together with all of the other information in this prospectus, including the information incorporated by reference to our 2023
Form 10-K, before investing in our company and our securities. If any of these risks materialize, our business, financial condition,
operating results and prospects could be materially and adversely affected. In that event, the price or value of our ADSs in the public
market could decline, and you could lose part or all of your investment.
The
following is a summary of some of the principal risks we face. The list below is not exhaustive, and investors should read the risks
described under the heading “Risk Factors” in our 2023 Form 10-K incorporated by reference herein, as well as the additional
risks set forth in this section, in full.
|
● |
We
have generated operating losses since inception and expect to continue to generate losses. We may never achieve or maintain profitability.
We will continue to require financing to continue to implement our business plan and sustain operations. |
|
|
|
|
● |
We,
as well as our independent registered public accounting firm, in relation to our financial position, have expressed substantial doubt
about our ability to continue as a going concern. The reasons for expressing that doubt in relation to our historical financial statements
remains relevant and applicable to this offering. |
|
|
|
|
● |
Our
lack of any approved products and our limited operating history may make it difficult for an investor to evaluate the success of
our business to date and to assess our future viability. |
|
|
|
|
● |
GD-T
cell therapies are a novel approach to treating cancers and infectious diseases, which have development risks and will require us
to obtain regulatory approvals for development, testing, commercialization, manufacturing and distribution. We may not achieve all
the required regulatory approvals or approvals may not be obtained as timely as needed. |
|
|
|
|
● |
Because
GD-T cell therapies are a novel approach, potential side effects, and long-term efficacy, regulatory approval will require considerable
time for trials, data collection, regulatory submissions and funding for the process. |
|
|
|
|
● |
Enrolling
patients in clinical trials may be difficult for many reasons, including high screen failure, GD-T cell proliferation capacity, timing,
proximity and availability of clinical sites, perceived risks, and publicity about the success or lack of success in the methods
of treatment. |
|
|
|
|
● |
Because
GD-T cell therapies are novel, our research and development and clinical trial results may not support our products intended purposes
and regulatory approval. We are heavily dependent on the success of our lead product candidate (OmnImmune®), and intend to seek
breakthrough therapy designation for some or all of our other therapeutic candidates in due course. |
|
|
|
|
● |
Market
opportunities for certain of our product candidates may be limited to those patients who are ineligible for or have failed prior
treatments. This class of patient may be limited in number, difficult to locate and service, require special governmental approval,
and unable to pay or obtain reimbursement. |
|
|
|
|
● |
We
rely on many third parties for aspects of our product development and commercialization, such as raw material supply, clinical trials,
obtaining approvals, aspects of manufacturing, development of additional product candidates and distribution. We may not be able
to control these parties and their business practices, such as compliance with good manufacturing requirements or their ability to
supply or service us timely, which will likely disrupt our business. |
|
|
|
|
● |
We
face substantial competition: others may discover, develop and/or commercialize competing products before or more successfully than
TCB. |
|
● |
Even
if we are able to commercialize any product candidates, such drugs may become subject to unfavorable pricing regulations or third-party
coverage and reimbursement policies. Commercialized products may not be adopted by the medical profession. |
|
|
|
|
● |
Because
we operate internationally, we are subject to a wide array of regulation of the United Kingdom, European Union and United States.
In addition to regulation surrounding new drug development and their manufacture, distribution and use, we will be subject, for example
to data protection rules relating to medical records, medical and general privacy laws, environmental laws regarding medical waste,
and bribery and corrupt practices law, in addition to all the drug related approval, manufacturing and distribution rules. |
|
|
|
|
● |
Product
liability claims are frequent in drug development of novel therapies and insurance is mandatory and expensive. The inability to obtain
insurance may prevent product development and claims may surpass our ability to pay and call into question the efficacy of a product
with resulting reputational damage. |
|
|
|
|
● |
Protecting
our intellectual property is paramount in our ability to be able to commercialize our products and generate revenues and investment
return for our stockholders. We may not be able to obtain the intellectual property protection we seek due to its cost, requirement
to pursue it in many jurisdictions, challenges by others and patent office rejection. |
|
|
|
|
● |
Obtaining
and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements
imposed by governmental patent agencies acting in multiple jurisdictions, and our patent protection could be reduced or eliminated
for non-compliance with these requirements. |
|
|
|
|
● |
As
part of product development, we may need to license aspects of our research and products from third parties or if our IP is challenged,
we may have to seek license accommodation, any of which may be expensive, limited in scope, or unavailable. |
|
|
|
|
● |
We
currently have a limited number of employees, and our future success depends on our ability to retain key executives and to attract,
retain and motivate qualified personnel at all levels. |
|
|
|
|
● |
We
will need to grow the size and capabilities of our organization, and we may experience difficulties in managing this growth including,
but not limited to, operating as a public company and taking a therapeutic through to market approval and acceptance. |
|
|
|
|
● |
We
expect to expand our development and regulatory capabilities and potentially implement sales, marketing and distribution capabilities,
and as a result, we may encounter difficulties in achieving and managing our growth, which could disrupt our operations. We expect
to require further funding for these expansions of activity. |
|
|
|
|
● |
We
incur substantial costs as a result of operating as a public company in the United States, and our management is required to devote
substantial time to required SEC compliance and corporate governance practices. |
|
|
|
|
● |
If
we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis
could be impaired, which would adversely affect our business and our stock price. The Company identified a material weakness in
our internal control over accounting for complex financial instruments (including in determining the appropriate valuation basis
in areas requiring significant judgement) and in the accounting for our property leases on conversion from IFRS to GAAP. |
|
● |
Certain
of our existing stockholders, members of our board of directors and senior management maintain the ability to exercise significant
control over us. The interests of investors may conflict with the interests of these other stockholders. |
|
|
|
|
● |
Our
ADSs provide rights that are different from directly holding our ordinary shares. The outstanding Warrants do not have the rights
of shareholders until exercised. Our Warrants form a substantial part of our capitalization, and they have substantial protective
provisions, which may limit our ability to raise capital. |
|
|
|
|
● |
Future
sales, or the possibility of future sales, of a substantial number of our ordinary shares, through the additional deposit of ordinary
shares for ADSs and exercises of our Warrants, could adversely affect the price of our ADSs or Warrants in the market. After any
lock up period, a substantial number of our issued and outstanding ordinary shares will be eligible for trading on the public securities
market by their being deposited with the depositary for ADSs. |
|
|
|
|
● |
As a foreign private issuer, we, and our stockholders,
have certain exceptions to disclosure regulation under United States federal securities regulation, and we will take certain NASDAQ
governance exceptions. Consequently, investors may not have the totality of disclosure about and governance controls in TCB as compared
to United States domestic reporting companies. |
|
|
|
|
● |
Shareholder
rights and recourse will be governed by and ultimately determined by Scottish and United Kingdom law and judicial process, which
in many ways are more limited than United States law and practice. Half of our directors and officers are not resident in
the United States. Most of our assets are located in the United Kingdom. |
|
|
|
|
● |
If
we fail to meet the requirements for continued listing on the Nasdaq Capital Market or Nasdaq, our ADSs could be delisted from trading,
which would decrease the liquidity of our ADSs and our ability to raise additional capital. On May 24, 2024, the Company received
written notification from the listing qualifications staff of the Nasdaq Stock Market, LLC indicating that the Company was not in
compliance with the Minimum Stockholders’ Equity Requirement, as of March 31, 2024. The Company requested and was granted a
hearing before a hearing panel on July 16, 2024 at which it requested continued listing on The Nasdaq Capital Market since it has
returned to compliance and expects to continue to do so. On August 1, 2024, the Company received written notification from Nasdaq
that the hearing panel granted the Company’s request to continue its listing on Nasdaq subject to compliance with the Minimum
Stockholders’ Equity Requirement on or before August 15, 2024. Furthermore,
the Company received a written notification from the listing qualifications staff of the Nasdaq Stock Market, LLC. dated August 1,
2024 indicating that the minimum closing bid price per share for its American Depositary Shares (the “ADSs”) was below
$1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth
in Nasdaq Listing Rule 5550(a)(2) (the “Rule”). Normally, a company would be afforded a 180-calendar day period to demonstrate
compliance with the Rule. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period
specified in Rule 5810(c)(3)(A) due to the fact that the Company effected one or more reverse stock splits over the prior two-year
period with a cumulative ratio of 250 shares or more to one. Accordingly, this matter serves as an additional basis for delisting
the Company’s securities from Nasdaq. Nasdaq informed the Company that the hearing panel will consider this matter in their
decision regarding the Company’s continued listing on Nasdaq. The Company effected a change in the ratio of its ADSs to ordinary
shares which had the effect to increase proportionally the ADS trading price, although the Company can give no assurance that the
ADS trading price after the ADS ratio change will be proportionally equal to or greater than the previous’ ADS trading price
prior to the change. On August 21, 2024, the Company received a notice (the “Notice”) from the Listing Qualifications
Department (the “Staff”) of the Nasdaq Stock Market informing the Company that it has regained compliance with the minimum
equity requirement in Listing Rule 5550(b)(1) (the “Equity Rule”) and the bid price requirement in Listing Rule 5550(a)(2)
(the “Bid Price Rule”). Normally, in application of Listing Rule 5815(d)(4)(B), companies that have regained equity and/or
bid price compliance, where the company was ineligible for a second compliance period under the Excessive Reverse Stock Splits Rule,
are imposed a Mandatory Panel Monitor. However, considering the Company regained compliance with the Bid Price Rule ahead of the
panel granting it an exception to cure its bid price deficiency, the Notice stated that, pursuant to Listing Rule 5815(d)(4)(B),
the Company will be subject to a Discretionary Panel Monitor for a period of one year from the date of the Notice, to ensure that
the Company maintains long-term compliance with the Equity Rule, the Bid Price Rule, and all of the Exchange’s continued listing
requirements. If, within that one-year monitoring period, the Staff finds the Company again out of compliance with any continued
listing requirement, notwithstanding Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance
with respect to any deficiency and the Staff will not be permitted to grant additional time for the Company to regain compliance
with respect to any deficiency, nor will the Company be afforded an applicable cure or compliance period. Instead, the Staff will
issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing with the initial Panel or a
newly convened Hearings Panel if the initial Panel is unavailable. |
Risks
Related to this Offering and Ownership of ADSs
The
price of the ADSs has been, and is likely to continue to be, highly volatile, which could result in substantial losses for purchases
of ADSs in this offering.
The
price of the ADSs has been, and is likely to continue to be, highly volatile. The stock market in general and the market for smaller
pharmaceutical and biotechnology companies in particular have experienced extreme volatility that has often been unrelated to the operating
performance of particular companies. As a result of this volatility, purchasers of securities sold pursuant to this registration statement
may not be able to sell their ADSs at or above the price paid by such purchasers and, as such, they may lose some or all of their investment.
Additionally, in the past, securities class action litigation has often been brought against a company following a decline in the market
price of its securities. This risk is especially relevant for us in light of the significant stock price volatility we and other pharmaceutical
companies have experienced in recent years. If we face such litigation, it could result in substantial costs and a diversion of management’s
attention and resources, which could harm our business.
We
have broad discretion in the use of the net proceeds from this offering and any exercise of the Warrants and consequently may not use
them effectively.
Our
management will have broad discretion in the application of the net proceeds from this offering and any exercise of any Warrant and could
spend any such proceeds in ways that do not improve our results of operations or enhance the value of our ADSs. The failure by our management
to apply these funds effectively could result in financial losses that could cause the price of our ADSs to decline and delay the development
of our product candidates.
If
we fail to meet the requirements for continued listing on the Nasdaq Capital Market or Nasdaq, our ADSs could be delisted from
trading, which would decrease the liquidity of our ADSs and our ability to raise additional capital.
Our
ADSs are currently listed for quotation on The Nasdaq Capital Market. We are required to meet specified financial requirements in order
to maintain our listing on the Nasdaq Capital Market. These requirements include maintaining a minimum bid price of at least $1.00 per
share for our ADSs, which is referred to as the Bid Price Rule, and maintaining a minimum market value of listed securities, or the MVLS,
of $35,000,000. On July 12 and 15, 2022, we received deficiency letters from the Listings Qualifications Department of the Nasdaq Stock
Market notifying that we were not in compliance with the Bid Price Rule and the MVLS, respectively.
On
December 6, 2022, we received written notification from the listing qualifications staff of the Nasdaq Stock Market, LLC (“Nasdaq”)
indicating that the Company regained compliance with the Bid Price Rule. On January 12, 2023, we received written notification from the
listing qualifications staff of the Nasdaq indicating that we have not regained compliance with the MVLS and that our securities would
be subject to delisting unless we timely request a hearing before a Nasdaq Hearings Panel (the “Panel”). On March 9, 2023
the Company presented a formal plan to regain compliance to the Panel. On March 17, 2023, the Company announced that the TC BioPharm
(Holdings) plc has been granted a formal extension until June 30, 2023, to regain compliance under Nasdaq Listing Rule 5550(b)(2) or
its alternative criteria. The Company informed the Panel of its intention to regain compliance with Nasdaq’s continued listing
requirements by demonstrating compliance with the $2.5m minimum stockholders’ equity requirement in Listing Rule 5550(b)(1) as
an alternative to demonstrating compliance with the MVLS Requirement, the Panel granted the Company an exception until June 30, 2023.
On July 27, 2023, the Company received a letter, dated July 26, 2023 (the “Letter”) from Nasdaq notifying the Company that
the Panel has concluded that the Company has regained compliance with Nasdaq’s continued listing requirements. The Letter stated
that, pursuant to Listing Rule 5815(d)(4)(A), the Company will be subject to a Panel Monitor for a period of one year from the date of
the Letter. If, within that one-year monitoring period, the Listing Qualifications staff (the “Staff”) finds the Company
again out of compliance with any continued listing requirement, notwithstanding Rule 5810(c)(2), the Company will not be permitted to
provide the Staff with a plan of compliance with respect to any deficiency and the Staff will not be permitted to grant additional time
for the Company to regain compliance with respect to any deficiency, nor will the Company be afforded an applicable cure or compliance
period. Instead, the Staff will issue a Delist Determination Letter and the Company will have an opportunity to request a new hearing
with the initial Panel or a newly convened Hearings Panel if the initial Panel is unavailable.
On
June 22, 2023, we received a deficiency letter from the Staff notifying that we again were not in compliance with the Bid Price Rule.
We have been provided an initial period of 180 calendar days, or until December 19, 2023, to regain compliance with the applicable listing
requirement. On December 28, 2023, we received a letter from Nasdaq indicating that it has not regained compliance with the rule and
we were not eligible for a second 180 day period. On January 2, 2024, we received written confirmation from Nasdaq that it has determined
that for the last 10 consecutive business days, from December 15, 2023 to December 29, 2023, the closing bid price of the Company’s
securities has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and
the matter is now closed.
As
previously reported in a Current Report on Form 8-K filed with SEC on May 20, 2024 (the “May 20 8-K’), on May 15, 2024, the
Company filed its Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”). As noted in the Form 10-Q, the Company
was not in compliance with the minimum stockholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) for continued listing
on The Nasdaq Capital Market because its stockholders’ equity was below the required minimum of $2.5 million (the “Minimum
Stockholders’ Equity Requirement”) at March 31, 2024. As previously reported in a Current Report on Form 8-K filed with the
SEC on May 8, 2024, on May 6, 2024, the Company entered into a letter agreement (the “Inducement Letter”) with certain holders
(the “Holders”) of existing Series E warrants (the “Existing Warrants”) to purchase ordinary shares represented
by ADSs of the Company. Pursuant to the Inducement Letter, the Holders agreed to exercise for cash their Existing Warrants to purchase
an aggregate of 175,000 ADSs of the Company for cash and the payment of £0.99625 (US$1.25) per new warrant in consideration
for the Company’s agreement to issue new Series F warrants to purchase ordinary shares represented by ADSs (the “New Warrants”)
to purchase up to 70,000,000 of the Company’s ordinary shares represented by 350,000 ADSs (the “New Warrant ADSs”).
On May 8, 2024, the Company received aggregate gross proceeds of approximately £3.1 million (approx. $3.9m) from the exercise
of the Existing Warrants by the Holders, prior to deducting placement agent fees and estimated offering expenses. As a result, the Company
believes that due to the exercise of the Existing Warrants it is now in compliance with the Minimum Stockholders’ Equity Requirement.
On
May 24, 2024, the Company received written notification from the listing qualifications staff of the Nasdaq indicating that the Company
was not in compliance with the Minimum Stockholders’ Equity Requirement, as of March 31, 2024. This letter indicated that while
Nasdaq estimates the Company is currently in compliance with the Minimum Stockholders’ Equity Requirement it notes that based on
the historical burn rate, without a significant transaction, the Company will not be in compliance as of the next period ending June
30, 2024.
Since
the Company was previously granted an exception to the Minimum Stockholders Equity Requirement by a Nasdaq Hearings Panel and subsequently
regained compliance, it is subject to a Panel Monitor in accordance with Nasdaq Listing Rule 5815(d)(4)(A).
The Company requested
and was granted a hearing before a hearing panel on July 16, 2024 at which it requested continued listing on The Nasdaq Capital Market
since it has returned to compliance and expects to continue to do so. On August 1, 2024, the Company received written notification from
Nasdaq that the hearing panel granted the Company’s request to continue its listing on Nasdaq subject to compliance with the Minimum
Stockholders’ Equity Requirement on or before August 15, 2024.
The
Company received a written notification from the listing qualifications staff (the “Staff”) of the Nasdaq. dated August 1,
2024 indicating that the minimum closing bid price per share for its American Depositary Shares (the “ADSs”) was below $1.00
for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq
Listing Rule 5550(a)(2) (the “Bid Price Rule”). Normally, a company would be afforded a 180-calendar day period to demonstrate
compliance with the Bid Price Rule. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance
period specified in Rule 5810(c)(3)(A) due to the fact that the Company effected one or more reverse stock splits over the prior two-year
period with a cumulative ratio of 250 shares or more to one (the “Excessive Reverse Stock Splits Rule”). Accordingly, this
matter serves as an additional basis for delisting the Company’s securities from Nasdaq. Nasdaq informed the Company that the hearing
panel will consider this matter in their decision regarding the Company’s continued listing on Nasdaq. As detailed below, the Company
effected a change in the ratio of its ADSs to ordinary shares which had the effect to increase proportionally the ADS trading price,
although the Company can give no assurance that the ADS trading price after the ADS ratio change will be proportionally equal to or greater
than the previous’ ADS trading price prior to the change.
On
August 21, 2024, the Company received a notice (the “Notice”) from the Staff of the Nasdaq informing the Company that it
has regained compliance with the Minimum Stockholders’ Equity Requirement and the Bid Price Rule.
Normally,
in application of Listing Rule 5815(d)(4)(B), companies that have regained equity and/or bid price compliance, where the company was
ineligible for a second compliance period under the Excessive Reverse Stock Splits Rule, are imposed a Mandatory Panel Monitor. However,
considering the Company regained compliance with the Bid Price Rule ahead of the panel granting it an exception to cure its bid price
deficiency, the Notice stated that, pursuant to Listing Rule 5815(d)(4)(B), the Company will be subject to a Discretionary Panel Monitor
for a period of one year from the date of the Notice, to ensure that the Company maintains long-term compliance with the Equity Rule,
the Bid Price Rule, and all of the Exchange’s continued listing requirements.
If,
within that one-year monitoring period, the Staff finds the Company again out of compliance with any continued listing requirement, notwithstanding
Rule 5810(c)(2), the Company will not be permitted to provide the Staff with a plan of compliance with respect to any deficiency and
the Staff will not be permitted to grant additional time for the Company to regain compliance with respect to any deficiency, nor will
the Company be afforded an applicable cure or compliance period. Instead, the Staff will issue a Delist Determination Letter and the
Company will have an opportunity to request a new hearing with the initial Panel or a newly convened Hearings Panel if the initial Panel
is unavailable.
The
Company continues to execute its business plan and is looking into various options available to regain compliance with Nasdaq’s
continued listing standards and maintain its continued listing on the Nasdaq Capital Market. However, there can be no assurance that
the Company will be able to maintain compliance with the Nasdaq listing rules. In addition, there can be no assurance that the Panel
will determine to continue the Company’s listing on The Nasdaq Capital Market following the hearing.
The
exercise of outstanding ADS purchase warrants and share options will have a dilutive effect on the percentage ownership of our capital
stock by existing stockholders.
As
of August 22, 2024, we had outstanding warrants to acquire 4,359,865 ADSs, and share options to purchase 18,420,538 shares of
our ordinary shares. A significant number of such warrants have exercise prices above our ADSs’ recent trading prices, but the
holders have the right, in certain circumstances, to effect a cashless exercise of such warrants. If a significant number of such warrants
and share options are exercised by the holders, the percentage of our ADSs owned by our existing ADS holders will be diluted.
There
is no public market for Warrants or pre-funded warrants being offered by us in this offering.
There
is no established public trading market for the Warrants or pre-funded warrants, and we do not expect a market to develop. In addition,
we do not intend to apply to list the Warrants or pre-funded warrants on any national securities exchange or other nationally recognized
trading system. Without an active market, the liquidity of the Warrants or pre-funded warrants will be limited.
The
Warrants and pre-funded warrants are speculative in nature.
The
Warrants and pre-funded warrants offered hereby do not confer any rights of ADS ownership on their holders, such as voting rights, but
rather merely represent the right to acquire shares of ADS at a fixed price. Specifically, holders of the pre-funded warrants may acquire
the ADSs issuable upon exercise of such warrants at an exercise price of $0.001 per ADS, and holders of the pre-funded warrants may acquire
the ADSs issuable upon exercise of such warrants at an assumed exercise price of £3.28 per ADS. The Series H warrants
will expire on the first anniversary of the initial issuance date. Moreover, following this offering, the market value of the Warrants
and pre-funded warrants is uncertain and there can be no assurance that the market value of the Warrants and pre-funded warrants will
equal or exceed their public offering prices. There can be no assurance that the market price of the ADSs will ever equal or exceed the
exercise price of the Warrants and pre-funded warrants, and consequently, whether it will ever be profitable to exercise the Warrants
and pre-funded warrants.
Holders
of the Warrants and pre-funded warrants offered hereby will have no rights as ADS holders with respect to the ADSs underlying the Warrants
or pre-funded warrants until such holders exercise their Warrants or pre-funded warrants and acquire our ADSs, except as otherwise provided
in the Warrants or pre-funded warrants.
Until
holders of the Warrants and pre-funded warrants acquire ADSs upon exercise thereof, such holders will have no rights with respect to
the ADSs underlying such Warrants or pre-funded warrants, except to the extent that certain rights may be granted to warrant holders
as set forth in the Warrants and pre-warrants. Upon exercise of the Warrants or pre-funded warrants, the holders will be entitled to
exercise the rights of an ADS holder only as to matters for which the record date occurs after the exercise date.
This
is a best efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe
is required for our business plans, including our near-term business plans.
There is no required minimum number of securities that must be sold as a condition to completion of this offering.
Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount and proceeds to us are not presently determinable and may be substantially less than the maximum amount set forth above.
We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and
investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support our
continued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is required
for our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptable
to us.
You
will experience immediate dilution in the book value per ADS purchased in the offering.
Because
the price per share of our ADSs being offered may be higher than the net tangible book value per ADS, you will experience dilution to
the extent of the difference between the offering price per ADS you pay in this offering and the net tangible book value per ADS immediately
after this offering. Our net tangible book value as of March 31, 2024, was approximately $0.6 million, or $1.87 per ADS. Net tangible
book value per ADS is equal to our total tangible assets minus total liabilities, all divided by the number of ADSs outstanding. See
the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase shares in this
offering.
If
you purchase our securities in this offering you may experience future dilution as a result of future equity offerings or other equity
issuances.
In
order to raise additional capital, we believe that we will offer and issue additional ADSs or other securities convertible into or exchangeable
for our ADSs in the future. We cannot assure you that we will be able to sell ADSs or other securities in any other offering at a price
per ADS that is equal to or greater than the price per ADS paid by investors in this offering, and investors purchasing other securities
in the future could have rights superior to existing stockholders. The price per ADS at which we sell additional ADSs or other securities
convertible into or exchangeable for our ADSs in future transactions may be higher or lower than the price per ADS in this offering.
In
addition, we have a significant number of share options and warrants outstanding. To the extent that outstanding share options or warrants
have been or may be exercised or other shares issued, you may experience further dilution. Further, we may choose to raise additional
capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating
plans.
We
face risks and uncertainties related to litigation, regulatory actions and government investigations and inquiries.
We
are subject to, and may become a party to, litigation, claims, suits, regulatory actions and government investigations and inquiries.
The
outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such
claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention and resources, and lead to attempts
on the part of other parties to pursue similar claims. Negative perceptions of our business may result in additional regulation, enforcement
actions by the government and increased litigation, or harm to our ability to attract or retain customers or strategic partners,
any of which may affect our business. Any damage to our reputation, including from publicity from legal proceedings against us or companies
that work within our industry, governmental proceedings, unfavorable media coverage or class action could adversely affect our business,
financial condition and results of operations.
An
unfavorable outcome or settlement or any other legal, administrative and regulatory proceeding may result in a material adverse impact
on our business, results of operations, financial position and overall trends. In addition, regardless of the outcome, litigation can
be costly, time-consuming, and disruptive to our operations. Any claims or litigation, even if fully indemnified or insured, could
damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
In
accordance with the terms of a Convertible Loan Note (the “Note”) on August 9, 2022 (the “Conversion Date”) the
Company issued 183,820 Ordinary Shares and 36,764 listed warrants to the Note holder in full satisfaction of the Note in the aggregate
amount of $781,233. The holder filed a claim in the English courts on June 19, 2023 asserting that notice was provided such that the
Company should have paid it the value of the Note in cash, rather than by settling it through the issuance of Ordinary Shares and listed
warrants. The holder is demanding payment of the face value of the Note, together with interest, (approximately $860,000). The litigation
process is ongoing and is not expected to conclude until 2025 or later. The Company is contesting the claim in its entirety and
believes that it acted correctly, under the terms of the Note and has accounted for the transaction on that basis, and that no further
amounts are payable to the holder.
If
we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timely basis could
be impaired, which would adversely affect our business and our stock price.
Ensuring
that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on
a timely basis is a costly and time-consuming effort that needs to be re-evaluated frequently. We may discover material weaknesses in
our internal financial and accounting controls and procedures that need improvement from time to time.
Management
is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding
the reliability of our financial reporting and the preparation of financial statements for external purposes. Management does not expect
that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because
of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to
error or fraud will not occur or that all control issues and instances of fraud, if any, within our company will have been detected.
Pursuant
to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, we are required to furnish a report by our senior management on our
internal control over financial reporting, commencing with our second annual report. However, while we remain an EGC we are not required
to include an attestation report on internal control over financial reporting issued by our independent registered public accounting
firm. To prepare for eventual compliance with Section 404, once we no longer qualify as an EGC, we are engaged in a process to document
and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will need to continue
to dedicate internal resources, potentially engage outside consultants, adopt a detailed work plan to assess and document the adequacy
of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that
controls are functioning as documented, and implement a continuous reporting and improvement process for internal control over financial
reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the prescribed timeframe or at all, that
our internal control over financial reporting is effective as required by Section 404. If we identify one or more material weaknesses,
it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.
In addition, if we are unable to produce accurate financial statements on a timely basis, investors could lose confidence in the reliability
of our financial statements, which could cause the market price of either of our ADSs or Warrants, or both, to decline and make it more
difficult for us to finance our operations and growth.
The
Company notes that the auditors identified that the Company experienced difficulty in the accounting for complex financial instruments
and leases, and the Company lacked adequate internal control over the accounting and assessment of complex financial instruments following
control deficiencies which they believed constituted a material weakness in the Company’s internal control over financial reporting
as of December 31, 2023. The Company recognizes this error as a material weakness and has established controls to support assessment
and review of accounting for complex financial instruments and leases.
Purchasers
who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers
that purchase without the benefit of a securities purchase agreement.
In
addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that
enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue
a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the
securities purchase agreement including: (i) timely delivery of shares; (ii) agreement to not issue any ordinary shares or ADSs
or securities convertible into ordinary shares or ADSs until January 1, 2025, subject to certain exceptions; and (iii)
indemnification for breach of contract.
Unstable
market and economic factors could adversely affect our business, financial condition or results of operations.
Uncertain
or unfavorable global economic or market conditions, such as a recession, an economic slowdown, inflation or reduced growth rates, could
significantly impact our operating results or lead to significant reductions in funding sources available to the Company, which could
adversely affect our business, results of operations or financial condition. Our operations have required substantial amounts of cash
since inception. We expect to continue to spend substantial amounts to continue the development of our GD-T cell-based therapeutic candidates,
including for future clinical trials. In the event of unstable markets and unfavorable market conditions, we cannot be certain that additional
funding will be available on acceptable terms, or at all. We have no committed source of additional capital. If we are unable to raise
additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue
the development or commercialization of our GD-T cell-based therapeutic candidates or other research and development initiatives. Furthermore,
uncertain or unfavorable global economic or market conditions may cause our manufacturers, suppliers, distributors, contractors, logistics
providers and other external business partners to suffer financial or operational difficulties, which could impact their ability to provide
us with or distribute finished product, raw and packaging materials or services in a timely manner or at all. We could also face difficulty
collecting or recovering accounts receivables from third parties facing financial or operational difficulties.
DIVIDEND
POLICY
Since
inception, we have not declared or paid any dividends on our ordinary shares. We do not have any current plans to pay any dividends on
our ordinary shares, including those represented by ADSs, in the foreseeable future. We intend to retain all our available funds and
any future earnings to operate and expand our business. Because we do not anticipate paying any cash dividends in the foreseeable future.
Capital appreciation, if any, will be your sole source of gains, and you may never receive a return on your investment.
The
determination to pay dividends, if any, will be made at the discretion of our board of directors and may be based on a number of factors,
including our future operations and earnings, capital requirements and surplus, general financial condition, contractual and legal restrictions
and other factors that the board of directors may deem relevant.
Under
current Scottish law, among other things, a company’s accumulated realized profits must exceed its accumulated realized losses
(on a non-consolidated basis) before dividends can be paid. Accordingly, we may only pay dividends if we have sufficient distributable
reserves (on a non-consolidated basis), which are our accumulated realized profits that have not been previously distributed or capitalized
less our accumulated realized losses, so far as such losses have not been previously written off in a reduction or reorganization of
capital.
USE
OF PROCEEDS
We
estimate that our gross proceeds from this offering will be approximately $5 million, before deducting estimated offering expenses of
approximately $0.2 million (based on an assumed public offering price per ADS of $4.30 per ADS and accompanying warrants, which
was the last reported sales price of our ADSs on The Nasdaq Capital Market on August 22, 2024). However, because this is a best
efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering
amount, and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the
cover page of this prospectus.
If
all of the Warrants to purchase ADSs issued in connection with this offering are fully exercised for cash, we would receive additional
aggregate proceeds of approximately $5 million.
We
intend to use the net proceeds of this offering to support our upcoming clinical trial focusing on relapse/refractory Acute Myeloid Leukemia
(AML); for market awareness and for continuing
operating expenses and working capital.
With
existing resources and the net proceeds received as a result of this offering (approximately $4.8 million, after deducting estimated
offering expenses of approximately $0.2 million (based on an assumed public offering price per ADS of $4.30 per ADS and accompanying
warrant, which was the last reported sales price of our ADSs on The Nasdaq Capital Market on August 22, 2024), based on an assumed
offering with aggregate net proceeds of $4.8 million, we expect to be able to fund current operations to November 2024, through
the period in which the Company will be preparing to initiate patient dosing in our upcoming clinical trials. The reaching of this value
inflection point is reasonably expected to provide support for additional funding initiatives. In a scenario where the net proceeds are
lower than $4.8 million, the Company would manage working capital such that the cash runway would be adjusted to reflect the lower net
proceeds.
As
described in our 2023 10-K and in common with many clinical development stage biotechnology companies our future liquidity needs, and
ability to address them, will largely be determined by the availability of capital, both generally and in particular to fund our product
candidates and key development and regulatory projects. As a pre-revenue biotechnology company, we have financed our operations though
continuously raising capital; and we expect to continue having to raise capital routinely on the capital markets, taking advantage of
our public listing. We are constantly formulating and implementing potential funding initiatives to ensure we have adequate working capital. These initiatives could be in the form of further equity raises, as noted earlier and/or non-dilutive financings arising from collaborations
or licensing arrangements.
The
amounts and timing of our actual expenditures will depend on numerous factors, including the progress of our clinical trials, the potential
for achieving accelerated regulatory approval and the amount of cash used in our operations. We therefore cannot estimate with certainty
the amount of net proceeds to be used for the purposes described above. We may find it necessary or advisable to use the net proceeds
for other purposes, and we will have broad discretion in the application of the net proceeds. Our shareholders may not agree with the
manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for
corporate purposes that may not result in our being profitable or increase our market value.
Pending
these uses, we plan to invest these net proceeds in short-term, interest-bearing obligations; investment-grade instruments; certificates
of deposit; or direct or guaranteed obligations of the United States and the United Kingdom. The goal with respect to the investment
of these net proceeds is capital preservation and liquidity so that such funds are readily available to fund our operations. Our investment
positions will also take into consideration the law and rules under the U.S. Investment Company Act of 1940, so as to avoid being characterized
as an investment company thereunder.
CAPITALIZATION
You
should read this information together with our Form 10-Q for the period ended March 31, 2024 and related notes of TC BioPharm
(Holdings) plc included in our March 31, 2024 Form 10-Q and incorporated by reference in this prospectus and the information
set forth under the sections titled “Use of Proceeds” and “Item 1. “Financial Statements” included in our most recent Form 10-Q incorporated by reference.
The
following table sets forth our cash and cash equivalents, indebtedness and capitalization as of March 31, 2024, on:
(1)
a pro forma basis to give effect to the (i) Series E warrant inducement that occurred on May 8, 2024 and (ii) the ADS and warrant
offering that occurred on August 13, 2024 for the sale of 23,950 ADSs and 1,976,050 pre-funded Warrants for 1,976,050 ADSs (which for
the purposes of the table below are assumed to have been exercised in full) and 2,000,000 Series G Warrants at a public offering price
of $1.00 per ADS and warrant in this offering and after deducting the estimated offering expenses payable by us.
(2)
a pro forma basis as adjusted to give effect to the sale of 1,162,790 ADSs pursuant to this prospectus at an assumed public offering
price of $4.30 per ADS and warrant in this offering and after deducting the estimated offering expenses payable by us.
The
pro forma as adjusted calculations assume a public offering price of $4.30 per one ADS after deducting the estimated offering
expenses payable by us.
|
|
As
of March 31, 2024 |
|
|
|
Actual |
|
|
Pro
Forma (1) |
|
|
Pro
Forma As Adjusted (2) |
|
|
|
(in
thousands, except share and per share data) |
|
|
|
£ |
|
|
$
|
|
|
$ |
|
|
$ |
|
Cash
and cash equivalents |
|
|
981 |
|
|
|
1,239 |
|
|
|
6,498 |
|
|
|
11,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warrant
liabilities (a) |
|
|
2 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
equity attributable to equity holders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary
shares, 63,902,641 shares authorized, issued and outstanding, actual; £0.0001 par value 498,902,641 shares authorized, issued
and outstanding, pro forma; £0.0001 par value 731,460,641 shares authorized, issued and outstanding, pro forma as adjusted |
|
|
6 |
|
|
|
8 |
|
|
|
16 |
|
|
|
18 |
|
Deferred
shares, £0.4999; 794,955 shares authorized, issued and outstanding, pro forma. |
|
|
397 |
|
|
|
501 |
|
|
|
501 |
|
|
|
501 |
|
Additional
paid-in-capital |
|
|
42,836 |
|
|
|
54,085 |
|
|
|
59,336 |
|
|
|
64,128 |
|
Accumulated
deficit |
|
|
(42,159 |
) |
|
|
(53,230 |
) |
|
|
(53,230 |
) |
|
|
(53,230 |
) |
Total
shareholders’ equity |
|
|
1,080 |
|
|
|
1,364 |
|
|
|
6,623 |
|
|
|
11,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
capitalization |
|
|
1,082 |
|
|
|
1,367 |
|
|
|
6,626 |
|
|
|
11,420 |
|
(a) |
Represents the fair value
as of March 31, 2024 of the Warrants to purchase up to 7,567 ADSs. |
The
number of our ordinary shares (including shares represented by ADSs) to be outstanding after this offering is based on 103,692,641 ordinary
shares outstanding as of August 22, 2024 and excludes:
|
● |
106,585
ordinary shares issuable upon the exercise of options outstanding under our 2014 Share Option Scheme as of March 31, 2024, with a
weighted-average exercise price of £23.00 per share; |
|
|
|
|
● |
20,202
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $212.00 per share; |
|
|
|
|
● |
17,575,360
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $0.06 per share; |
|
|
|
|
● |
702,500
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $0.409 per share; |
|
|
|
|
● |
15,891
ordinary shares issuable upon the exercise of options outstanding, at a future date based on the achievement of certain clinical
and commercial milestones with an exercise price of £215.00 per share; and |
|
|
|
|
● |
871,973,000 ordinary shares issuable upon the exercise
of warrants outstanding, as of August 22, 2024, with a weighted-average exercise price of £0.018 per share. |
For
the description of the 2014 Share Option Scheme and 2021 Share Option Scheme please refer to the 2023 Form 10-K, which is incorporated
by reference herein.
Unless
otherwise stated, all information in this prospectus assumes no exercise of the outstanding options described above into ordinary shares
or ADSs, treats all restricted shares issued with outstanding restrictions to be vested as issued and outstanding shares, no exercise
of the Warrants issued in this offering and no sale of pre-funded warrants in this offering.
Except
as otherwise indicated all references to our articles of association in this prospectus refer to our articles of association, as amended
as currently in force for TC BioPharm (Holdings) plc at the date of this prospectus.
To
the extent these outstanding options or any newly issued options are exercised, or we issue additional ordinary shares in the future,
there will be further dilution to the new investors purchasing ordinary shares represented by ADSs in this offering. In addition, we
may choose to raise additional capital because of market conditions or strategic considerations, even if we believe that we have sufficient
funds for our current or future operating plans. If we raise additional capital through the sale of equity or convertible debt securities,
the issuance of these securities could result in further dilution to our shareholders.
DILUTION
If
you invest in our ADSs in this offering, your ownership interest of our ordinary shares will be immediately diluted to the extent of
the difference between the public offering price per ADS in this offering and the pro forma as adjusted net tangible book value per ADS
after this offering. For the purposes of calculating the potential impact of dilution, the full value of an assumed offering price of
$4.30 per ADS and warrant has been ascribed to the ADSs. Dilution results from the fact that the public offering price per ADS
is substantially in excess of the net tangible book value per ADS.
As
of March 31, 2024, we had a historical net tangible book value of $0.6 million (equivalent to £0.5 million), or $1.87 per
ADS (equivalent to £1.48 per ADS). Our net tangible book value per ADS represents total tangible assets less total liabilities,
divided by the number of ordinary shares outstanding on March 31, 2024.
After
giving further effect to 1) the inducement of the Series E warrants on May 8, 2024 which resulted in the issuance of 175,000 ADSs 2)
the ADS and warrant offering that occurred on August 13, 2024 for the sale of 23,950 ADSs and 1,976,050 pre-funded Warrants for 1,976,050
ADSs (which for the purposes of the table below are assumed to have been exercised in full) and 2,000,000 Series G Warrants at a public
offering price of $1.00 per ADS and warrant in this offering and after deducting the estimated offering expenses payable by us and 3)
the sale of 1,162,790 ADSs and warrants in this offering at an assumed offering price of $4.30. The following table illustrates
this dilution to new investors purchasing ADSs in this offering:
Assumed public offering price
per ADS |
|
|
|
|
|
$ |
4.30 |
|
Historical net tangible book value per ADS as at March 31, 2024. |
|
$ |
1.87 |
|
|
|
|
|
Increase
in net tangible book value per ADS attributable to transactions in the period to August 22, 2024, as described above. |
|
|
0.48 |
|
|
|
|
|
Pro forma net tangible book value per ADS as of March 31, 2024. |
|
|
2.35 |
|
|
|
|
|
Increase
in net tangible book value per ADS attributable to this offering |
|
|
0.56 |
|
|
|
|
|
Pro forma as adjusted net tangible book value per ADS
after this offering(1) |
|
|
|
|
|
|
2.91 |
|
Dilution per ADS to new investors purchasing ADSs in this offering |
|
|
|
|
|
$ |
1.39 |
|
The
dilution information discussed above is illustrative only and will change based on the actual offering price and other terms of this
offering determined at pricing. A $1.00 increase (decrease) in the assumed offering price of $4.30 per ADS and warrant, which
is the price set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value
as of March 31, 2024, after this offering by $0.32 per ADS, and would increase (decrease) dilution to new investors by $0.32
per ADS, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same. An
increase of 250,000 in the number of ADSs we are offering would increase our pro forma as adjusted net tangible book value as
of March 31, 2024, after this offering by $0.30 per ADS, and would decrease dilution to new investors by $0.30 per ADS,
assuming the assumed offering price per ADS remains the same. A decrease of 250,000 in the number of ADSs we are offering would
decrease our pro forma as adjusted net tangible book value as of March 31, 2024, after this offering by $0.29 per ordinary share,
and would increase dilution to new investors by $0.29 per ADS, assuming the assumed offering price per ADS remains the same.
The
number of our ordinary shares (including shares represented by ADSs) to be outstanding after this offering is based on 103,692,641 ordinary
shares outstanding as of August 22, 2024 and excludes:
|
● |
106,585
ordinary shares issuable upon the exercise of options outstanding under our 2014 Share Option Scheme as of March 31, 2024, with a
weighted-average exercise price of £23.00 per share; |
|
|
|
|
● |
20,202
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $212.00 per share; |
|
|
|
|
● |
17,575,360
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $0.06 per share; |
|
|
|
|
● |
702,500
ordinary shares issuable upon the exercise of options outstanding under our 2021 Share Option Scheme, as of March 31, 2024, with
a weighted-average exercise price of $0.409 per share; |
|
|
|
|
● |
15,891
ordinary shares issuable upon the exercise of options outstanding, at a future date based on the achievement of certain clinical
and commercial milestones with an exercise price of £215.00 per share; and |
|
|
|
|
● |
871,973,000 ordinary shares issuable upon the exercise
of warrants outstanding, as of August 22, 2024, with a weighted-average exercise price of £0.018 per share. |
Unless
otherwise stated, all information in this prospectus assumes no exercise of the outstanding options described above into ordinary shares
or ADSs, treats all restricted shares issued with outstanding restrictions to be vested as issued and outstanding shares, no exercise
of the Warrants issued in this offering and no sale of pre-funded warrants in this offering.
MATERIAL
INCOME TAX CONSIDERATIONS
The
following summary contains a description of material U.K. and U.S. federal income tax consequences of the acquisition, ownership and
disposition of our ordinary shares. This summary should not be considered a comprehensive description of all the tax considerations that
may be relevant to the decision to acquire our ordinary shares.
U.S.
Federal Income Taxes
The
following is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of purchasing, owing and
disposing of the ordinary shares or ADSs. This discussion is included for general informational purposes only, does not purport to consider
all aspects of U.S. federal income taxation that might be relevant to a U.S. Holder, and does not constitute, and is not, a tax opinion
for or tax advice to any particular U.S. Holder of ordinary shares or the ADSs. The summary does not address any U.S. tax matters other
than those specifically discussed. The summary is based on the provisions of the U.S. Internal Revenue Code of 1986, as amended (the
“Code”), existing, temporary and proposed Treasury Regulations issued thereunder, judicial decisions and administrative
rulings and pronouncements and other legal authorities, all as of the date hereof and all of which are subject to change, possibly with
retroactive effect. Any such change could alter the tax consequences described herein.
The
discussion below applies only to U.S Holders as capital assets within the meaning of Section 1221 of the Code (generally, property held
for investment), and does not address the tax consequences that may be relevant to U.S. Holders who, in light of their particular circumstances,
may be subject to special tax rules, including without limitation:
● |
insurance
companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, brokers or dealers in securities
or foreign currencies, banks and other financial institutions, mutual funds, retirement plans, traders in securities that elect to
mark to market, certain former U.S. citizens or long-term residents; |
|
|
● |
U.S.
Holders that are classified for U.S. federal income tax purposes as partnerships and other pass-through entities and investors therein; |
|
|
● |
U.S.
Holders who hold ordinary shares or ADSs as part of a hedge, straddle, constructive sale, conversion, or other integrated or risk-reduction
transaction, as “qualified small business stock,” within the meaning of Section 1202 of the Code or as Section 1244 stock
for purposes of the Code; |
|
|
● |
U.S.
Holders who hold ordinary shares or ADSs through individual retirement or other tax-deferred accounts; |
|
|
● |
U.S.
Holders that have a functional currency other than the U.S. dollar; |
|
|
● |
U.S.
Holders who are subject to the alternative minimum tax provisions of the Code or the Medicare surtax of 3.8% on net investment income
imposed by Section 1411 of the Code; |
|
|
● |
U.S.
Holders who acquire their ordinary shares or ADSs pursuant to any employee share option or otherwise as compensation; |
|
|
● |
U.S.
Holders required to accelerate the recognition of any item of gross income with respect to their ordinary shares or ADSs as a result
of such income being recognized on an applicable financial statement; or |
● |
U.S.
Holders who hold or held, directly or indirectly, or are treated as holding or having held under applicable constructive attribution
rules, 10% or more of the ordinary shares or ADSs of the company, measured by voting power or value. |
Any
such U.S. Holders should consult their own tax advisors.
For
purposes of this discussion, a “U.S. Holder” means a holder of our ordinary shares or ADSs that is or is treated as, for
U.S. federal income tax purposes,
(i) |
an
individual citizen or resident of the United States; |
|
|
(ii) |
a
corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States, any State thereof or the District of Columbia or any entity treated as such for U.S. federal income tax
purposes; |
|
|
(iii) |
an
estate the income of which is subject to U.S. federal income taxation regardless of its source, or |
|
|
(iv) |
a
trust (A) the administration over which a U.S. court exercises primary supervision and all of the substantial decisions of which
one or more U.S. persons have the authority to control, or (B) that has a valid election in effect under the applicable Treasury
Regulations to be treated as a U.S. person under the Code. |
If
a partnership or other pass-through entity (including any entity or arrangement treated as such for purposes of U.S. federal income tax
law) holds our ordinary shares or ADSs, the tax treatment of a partner of such partnership or member of such entity will generally depend
upon the status of the partner and the activities of the partnership. Partnerships and other pass-through entities holding our ordinary
shares or ADSs, and any person who is a partner or member of such entities should consult their own tax advisors regarding the tax consequences
of purchasing, owning and disposing of the ordinary shares or ADSs.
Passive
Foreign Investment Company Considerations
A
non-U.S. corporation, such as TCB, will be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes,
if, in the case of any particular taxable year, either (i) 75% or more of its gross income for such taxable year consists of certain
types of “passive” income or (ii) 50% or more of the value of its assets (based on an average of the quarterly values of
the assets) during such taxable year is attributable to assets that produce or are held for the production of passive income. For this
purpose, cash is categorized as a passive asset and the company’s un-booked intangibles associated with active business activities
may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties,
and gains from the disposition of passive assets. For this purpose, a foreign corporation will be treated as owning its proportionate
share of the assets and earning its proportionate share of the income of any other non-U.S. corporation in which it owns, directly or
indirectly, more than 25% (by value) of the stock.
Based
upon its current income and assets and projections as to the value of the ordinary shares or ADSs, it is not presently expected that
we will be classified as a PFIC for the 2022 taxable year or the foreseeable future.
The
determination of whether we will be or become a PFIC will depend upon the composition of its income (which may differ from our historical
results and current projections) and assets and the value of its assets from time to time, including, in particular the value of its
goodwill and other un-booked intangibles (which may depend upon the market value of the ordinary shares or ADSs from time to time and
may be volatile). Among other matters, if our market capitalization is less than anticipated or subsequently declines, we may be classified
as a PFIC for the taxable year in the 2021 taxable year or future taxable years. It is also possible that the IRS may challenge the classification
or valuation of our assets, including its goodwill and other unbooked intangibles, or the classification of certain amounts received
by us, including interest earnings, which may result in our being, or becoming classified as, a PFIC for the taxable year in 2021 or
future taxable years.
The
determination of whether we will be or become a PFIC may also depend, in part, on how, and how quickly, it uses liquid assets and the
cash proceeds of this offering or otherwise. If we were to retain significant amounts of liquid assets, including cash, the risk of our
being classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC
status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a
PFIC for the 2022 taxable year or any future taxable year, and no opinion of counsel has or will be provided regarding the classification
of us as a PFIC. If we were classified as a PFIC for any year during which a holder held our ordinary shares or ADSs, it generally would
continue to be treated as a PFIC for all succeeding years during which such holder held the ordinary shares or ADSs. The discussion below
under “—Dividends Paid on Ordinary Shares or ADSs” and “—Sale or Other Disposition of Ordinary Shares or
ADS” is written on the basis that we will not be classified as a PFIC for U.S. federal income tax purposes.
Dividends
Paid on Ordinary Shares including ordinary shares represented by ADSs
Subject
to the PFIC rules described below, any cash distributions (including constructive distributions) paid on the ordinary shares including
ordinary shares represented by ADSs out of our current or accumulated earnings and profits, as determined under U.S. federal income tax
principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively
received by the U.S. Holder, in the case of ordinary shares including ordinary shares represented by ADSs. Because we do not intend to
determine our earnings and profits on the basis of U.S. federal income tax principles, any distribution will generally be treated as
a “dividend” for U.S. federal income tax purposes. Under current law, a non-corporate recipient of a dividend from a “qualified
foreign corporation” will generally be subject to tax on the dividend income at the lower applicable net capital gains rate rather
than the marginal tax rates generally applicable to ordinary income provided that certain holding period and other requirements are met.
A
non-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the
preceding taxable year) will generally be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of
a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for
these purposes and which includes an exchange of information program, or (ii) with respect to any dividend paid by such corporation on
its stock, if such stock is readily tradable on an established securities market in the United States. We believe we are eligible for
the benefits of the Convention Between the Government of the United States of America and the Government of the United Kingdom of Great
Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income
and On Capital Gains, or the United States-United Kingdom income tax treaty (which the Secretary of the Treasury of the United States
has determined is satisfactory for this purpose and includes an exchange of information program), in which case it would be treated as
a qualified foreign corporation with respect to dividends paid on the ordinary shares or ADSs. U.S. Holders are urged to consult their
tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. Dividends received on
the ordinary shares will not be eligible for the dividends received deduction allowed to corporations.
Sale
or Other Disposition of Ordinary Shares or ADSs
Subject
to the PFIC rules discussed below, a U.S. Holder of our ordinary shares or ADSs will generally recognize capital gain or loss, if any,
upon the sale or other disposition of ordinary shares or ADSs, respectively, in an amount equal to the difference between the amount
realized upon the disposition and the U.S. Holder’s adjusted tax basis in such ordinary shares or ADSs. Any capital gain or loss
will be long-term capital gain or loss if the ordinary shares or ADSs have been held for more than one year and will generally be United
States source capital gain or loss for United States foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers
are currently eligible for reduced rates of taxation.
Disposition
of Foreign Currency
U.S.
Holders are urged to consult their tax advisors regarding the tax consequences of receiving, converting or disposing of any non-U.S.
currency received as dividends on our ordinary shares or ADSs.
Tax
on Net Investment Income
A
U.S. Holder may be subject to a Medicare surtax of 3.8% on some or all of such U.S. Holder’s “net investment income”
as defined in Section 1411 of the Code. Net investment income generally includes income from the ordinary shares or ADSs unless such
income is derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain
passive or trading activities). You should consult your tax advisors regarding the effect this Medicare tax may have, if any, on your
acquisition, ownership or disposition of ordinary shares or ADSs.
Passive
Foreign Investment Company Rules
If
we are is classified as a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares or ADSs, unless the holder makes
a mark-to-market election (as described below), the holder will, except as discussed below, be subject to special tax rules that have
a penalizing effect, regardless of whether we remain a PFIC, on (i) any excess distribution that we make to the holder (which generally
means any distribution paid during a taxable year to a holder that is greater than 125% of the average annual distributions paid in the
three preceding taxable years or, if shorter, the holder’s holding period for the ordinary shares or ADSs), and (ii) any gain realized
on the sale or other disposition, including, under certain circumstances, a pledge, of our ordinary shares or ADSs. Under the PFIC rules:
|
● |
The
excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares or
ADSs; |
|
|
|
|
● |
The
amount of the excess distribution or gain allocated to the taxable year of the distribution or disposition and any taxable years
in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC, or a pre-PFIC year,
will be taxable as ordinary income; and |
|
|
|
|
● |
The
amount of the excess distribution or gain allocated to each taxable year other than the taxable year of the distribution or disposition
or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the individuals or corporations, and the
interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
If
we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares or ADSs and any of its non-U.S. subsidiaries
is also a PFIC, such holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes
of the application of these rules. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules
to any of our subsidiaries.
As
an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with
respect to such ordinary shares or ADSs, provided that they are “regularly traded” (as specially defined under the Code)
on The Nasdaq Stock Market. No assurances may be given regarding whether the ordinary shares or ADSs will qualify, or will continue to
be qualified, as being regularly traded in this regard. If a mark-to-market election is made, the U.S. Holder will generally (i) include
as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ordinary shares or ADSs held
at the end of the taxable year over the adjusted tax basis of such securities and (ii) deduct as an ordinary loss the excess, if any,
of the adjusted tax basis of such securities over the fair market value of such securities held at the end of the taxable year, but only
to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted
tax basis in the ordinary shares or ADSs would be adjusted to reflect any income or loss resulting from the mark-to-market election.
If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other
disposition of the ordinary shares or ADSs will be treated as ordinary income and loss will be treated as ordinary loss, but only to
the extent of the net amount previously included in income as a result of the mark-to-market election. U.S. Holders of our ordinary shares
or ADSs should consult their tax advisors regarding the availability of a mark-to-market election with respect to such ordinary shares
or ADSs.
If
a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified
as a PFIC, the holder will not be required to take into account the mark-to-market gain or loss described above during any period that
such corporation is not classified as a PFIC.
Because
a mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election
with respect to the ordinary shares or ADSs may continue to be subject to the general PFIC rules with respect to such holder’s
indirect interest in any of our non-U.S. subsidiaries that is classified as a PFIC.
We
do not intend to provide information necessary for U.S. Holder’s to make qualified electing fund elections, which, if available,
would result in tax treatment different from the general tax treatment for PFICs described above. However, as described above under “Passive
Foreign Investment Company Considerations-PFIC Classification of TCB,” it is not presently expected that we will be classified
as a PFIC for the 2022 taxable year or the foreseeable future.
As
discussed above under “Dividends Paid on Ordinary Shares or ADSs”, dividends that we pay on the ordinary shares or ADSs will
not be eligible for the reduced tax rate that applies to qualified dividend income if we are classified as a PFIC for the taxable year
in which the dividend is paid or the preceding taxable year. In addition, if a U.S. Holder owns the ordinary shares or ADSs during any
taxable year that we are a PFIC, the holder must file an annual information return with the IRS. Each holder is urged to consult its
tax advisor concerning the U.S. federal income tax consequences of purchasing, holding, and disposing ordinary shares or ADSs if we are
or become a PFIC, including the possibility of making a mark-to-market election and the unavailability of the qualified electing fund
election.
Information
reporting and backup withholding
Certain
U.S. Holders are required to report information to the IRS relating to an interest in “specified foreign financial assets,”
including shares issued by a non-U.S. corporation, for any year in which the aggregate value of all specified foreign financial assets
exceeds $50 thousand (or a higher U.S. dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for
shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a holder
is required to submit such information to the IRS and fails to do so.
In
addition, U.S. Holders may be subject to information reporting to the IRS and backup withholding with respect to dividends on and proceeds
from the sale or other disposition of our ordinary shares or ADSs. Information reporting will apply to payments of dividends on, and
to proceeds from the sale or other disposition of, our ordinary shares or ADSs by a paying agent within the United States to a holder,
other than holders that are exempt from information reporting and properly certify their exemption. A paying agent within the United
States will be required to withhold at the applicable statutory rate, currently 24%, in respect of any payments of dividends on, and
the proceeds from the disposition of, our ordinary shares or ADSs within the U.S. to a U.S. Holder (other than holders that are exempt
from backup withholding and properly certify their exemption) if the holder fails to furnish its correct taxpayer identification number
or otherwise fails to comply with applicable backup withholding requirements. U.S. Holders who are required to establish their exempt
status generally must provide a properly completed IRS Form W-9.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income
tax liability. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate
claim for refund with the IRS in a timely manner and furnishing any required information. Each U.S. Holder is advised to consult with
its tax advisor regarding the application of the United States information reporting rules to their particular circumstances.
Material
United Kingdom Tax Considerations
The
following is a description of the material U.K. tax considerations relating primarily to the ownership and disposal of our ordinary shares
or ADSs by the U.S. Holders described above. The U.K. tax comments set out below are based on current U.K. tax law as applied in Scotland,
and HMRC practice (which may not be binding on HMRC) as at the date of this summary, both of which are subject to change, possibly with
retrospective effect. They are intended as a general guide and, save where otherwise stated, only apply to you if you are not resident
in the U.K. for U.K. tax purposes and do not hold our ordinary shares or ADSs for the purposes of a trade, profession or vocation that
you carry on in the U.K. through a branch, agency or permanent establishment in the U.K. and if you hold our ordinary shares as an investment
for U.K. tax purposes and are not subject to special rules.
This
summary does not address all possible tax consequences relating to an investment in our ordinary shares or ADSs. In particular it does
not cover the U.K. inheritance tax consequences of holding our ordinary shares or ADSs. It assumes that the depositary or DTC has not
made an election under section 97A(1) of the Finance Act 1986. It assumes that we do not (and will not at any time) derive 75% or more
of our qualifying asset value, directly or indirectly, from U.K. land, and that we are and remain solely resident in the U.K. for tax
purposes. It assumes that the holder is not our officer or our employee (or of any related company of ours) and has not (and is not deemed
to have) acquired the ordinary shares or ADSs by virtue of an office or employment. It assumes that a holder of ordinary shares or ADSs
is the beneficial owner of the underlying ordinary shares for U.K. tax purposes. This summary is for general information only and is
not intended to be, nor should it be considered to be, legal or tax advice to any particular holder. Holders of our ordinary shares or
ADSs are strongly urged to consult their tax advisers in connection with the U.K. tax consequences of their investment in our securities.
U.K.
Taxation of Dividends and Distributions
We
will not be required to withhold amounts for or on account of U.K. tax at source when paying a dividend or distribution in respect of
our ordinary shares.
Individual
holders who hold our ordinary shares as an investment, who are not resident in the U.K. for U.K. tax purposes should not be subject to
U.K. income tax in respect of any dividends on our ordinary shares, unless they hold their ordinary shares in connection with any trade,
profession or vocation carried on (whether solely or in partnership) by them in the U.K. through a branch, agency or permanent establishment
in the U.K.. In these circumstances, such holder may, depending on his or her individual circumstances, be chargeable to U.K. income
tax in respect of our dividends.
Corporate
holders which are not resident in the U.K. for U.K. tax purposes should not be subject to U.K. corporation tax in respect of any dividends
on our ordinary shares, unless they carry on a trade in the U.K. through a permanent establishment to which the ordinary shares are attributable.
In these circumstances, such holders may, depending on their individual circumstances and if an exemption from U.K. corporation tax in
respect of dividend payments does not apply, be chargeable to U.K. corporation tax in respect of our dividends.
U.K.
Taxation of Capital Gains
An
individual holder who is not resident in the U.K. for U.K. tax purposes should not be liable to U.K. capital gains tax on capital gains
realized on the disposal of their ordinary shares unless such holder carries on (whether solely or in partnership) a trade, profession
or vocation in the U.K. through a branch or agency in the U.K. to which our ordinary shares are attributable. In these circumstances,
such holder may, depending on his or her individual circumstances, be chargeable to U.K. capital gains tax on chargeable gains arising
from a disposal of his or her ordinary shares.
Any
such individual holder of our ordinary shares who is temporarily non-resident for U.K. tax purposes will, in certain circumstances, become
liable to U.K. tax on capital gains in respect of gains realized while they were not resident in the U.K.
A
corporate holder of our ordinary shares which is not resident in the U.K. for U.K. tax purposes should not be liable for U.K. corporation
tax on chargeable gains realized on the disposal of our ordinary shares unless it carries on a trade in the U.K. through a permanent
establishment in the U.K. to which our ordinary shares are attributable. In these circumstances, a disposal of ordinary shares by such
holder may give rise to a chargeable gain or an allowable loss for the purposes of U.K. corporation tax.
Stamp
Duty and Stamp Duty Reserve Tax
The
discussion below relates to the holders of our ordinary shares or ADSs wherever resident, however it should be noted that special rules
may apply to certain persons such as market makers, brokers, dealers or intermediaries.
As
a general rule (and except in relation to depositary receipt systems and clearance services (as to which see below)), no UK stamp duty
or stamp duty reserve tax, or SDRT, is payable on the issue of the ordinary shares underlying the ADSs.
An
unconditional agreement to transfer ordinary shares will normally give rise to a charge to SDRT at the rate of 0.5% of the amount or
value of the consideration payable for the transfer. The purchaser of the shares is liable for the SDRT. Transfers of ordinary shares
in certificated form are generally also subject to stamp duty at the rate of 0.5% of the amount or value of the consideration given for
the transfer (rounded up to the next £5.00). Stamp duty is normally paid by the purchaser. The charge to SDRT will be cancelled
or, if already paid, repaid (generally with interest), where a transfer instrument has been duly stamped within six years of the charge
arising, (either by paying the stamp duty or by claiming an appropriate relief) or if the instrument is otherwise exempt from stamp duty.
Under
current UK legislation, an issue or transfer of ordinary shares or an unconditional agreement to transfer ordinary shares to a clearance
service or a depositary receipt system (including to a nominee or agent for, a person whose business is or includes the issue of depositary
receipts or the provision of clearance services) will generally be subject to SDRT (and, in the case of transfers, where the transfer
is effected by a written instrument, stamp duty) at a higher rate of 1.5% of the amount or value of the consideration given for the transfer
or, in certain circumstances, the value of the ordinary shares unless the clearance service has made and maintained an election under
section 97A of the UK Finance Act 1986, or a section 97A election. It is understood that HMRC regards the facilities of DTC as a clearance
service for these purposes and we are not aware of any section 97A election having been made by the DTC.
However,
based on current published HMRC practice following European Union case law in respect of the European Council Directives 69/335/EEC and
2009/7/EC, no SDRT is generally payable in respect of such an issue of ordinary shares and no SDRT or stamp duty is generally payable
in respect of such a transfer of ordinary shares where such transfer is an integral part of an issue of share capital. It is noted that
on January 31, 2020 the United Kingdom ceased to be a Member State of the European Union. Accordingly, the extent to which HMRC’s
position will remain as set out in this paragraph following the end of the transition period on December 31, 2020 is uncertain.
Any
stamp duty or SDRT payable on an issue or transfer of ordinary shares to a depositary receipt system or clearance service (although strictly
accountable by the clearance service or depositary receipt system operator or their nominee) will in practice generally be paid by the
transferors or participants in the clearance service or depositary receipt system. Specific professional advice should be sought before
incurring or reimbursing the costs of a 1.5% stamp duty or SDRT charge in any circumstances.
No
UK SDRT or stamp duty is required to be paid in respect of the issue or transfer of, or an agreement to transfer, ADSs (including by
way of a paperless transfer of ADSs through the facilities of DTC).
DESCRIPTION
OF SECURITIES WE ARE OFFERING
We
are offering up to 1,162,790 ADSs, pre-funded warrants to purchase up to 1,162,790 ADSs, and Series H Warrants to purchase
up to 1,162,790 ADSs. For each pre-funded warrant we sell, the number of ADSs we are offering will be decreased on a one-for-one
basis. We are also registering the ADSs issuable from time to time upon exercise of the Warrants and pre-funded warrants offered hereby.
American
Depositary Shares (‘ADSs’)
The
description of our ADSs in Exhibit 4.7 of our 2023 Form 10-K is incorporated herein by reference.
On August 5,
2024, we effected a change to the ratio of our ADSs to our ordinary shares from one ADS representing twenty (20) ordinary shares
to one ADS representing two hundred (200) ordinary shares, or the ADS Ratio Change. Except as otherwise indicated, all information in
this prospectus, including the number of ADSs being offered and the assumed offering price gives retroactive effect to the ADS Ratio
Change.
Series
H Warrants
The
material terms and provisions of the Series H Warrants are summarized below. This summary of some provisions of the Series
H Warrants is not complete and is qualified in its entirety by the form of Series H Warrant, to be filed as an exhibit to
the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions
of the form of Series H Warrants for a complete description of the terms and conditions of the Series H Warrant.
Duration
and Exercise Price
Each
Series H Warrant has an assumed exercise price equal to £3.28 ($4.30 translated from U.K. pounds at the rate
of £1.00 to $1.3095 as of August 22, 2024) per ADS. The Series H Warrants will be immediately exercisable from the
date of issuance and may be exercised until the first anniversary of the initial issuance date. The exercise price and number of ADSs
issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, subsequent rights offerings,
pro rate distributions, reorganizations, or similar events affecting the Company’s ordinary shares and ADSs and the exercise price.
Exercisability
The
Series H Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly
executed exercise notice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a
cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Series
H Warrants to the extent that the holder would own more than 4.99% (or, at the election of the holder, 9.99%) of the outstanding
ADSs immediately after exercise, except that upon prior notice from the holder to the Company, the holder may increase or decrease the
amount of ownership of outstanding ADSs after exercising the holder’s Series H Warrants up to 9.99% of the number of the
Company’s ordinary shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined
in accordance with the terms of the Series H Warrants, provided that any increase will not be effective until 61 days following
notice to us.
Cashless
Exercise
If,
at the time a holder exercises its Series H Warrants, a registration statement registering the resale of the Series H Warrant
ADSs by the holder under the Securities Act of 1933, as amended (the “Securities Act”) is not then effective or available,
then in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the aggregate
exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of ordinary shares
represented by ADSs determined according to a formula set forth in the Series H Warrants.
Trading
Market
There
is no established trading market for the Series H Warrants, and the Company does not expect an active trading market to develop.
The Company does not intend to apply to list the Series H Warrants on any securities exchange or other trading market. Without
a trading market, the liquidity of the Series H Warrants will be extremely limited.
Rights
as a Stockholder
Except
as otherwise provided in the Series H Warrants or by virtue of the holder’s ownership of the Company’s ADSs, such
holder of Series H Warrants does not have the rights or privileges of a holder of the Company’s ADSs, including any voting
rights, until such holder exercises such holder’s Series H Warrants. The Series H Warrants will provide that the
holders of the Series H Warrants have the right to participate in distributions or dividends paid on the Company’s ADSs.
Fundamental
Transactions
If
at any time the Series H Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions
effects a Fundamental Transaction (as defined in the Series H Warrant), a Holder of Series H Warrants will be entitled
to receive, upon exercise of the Series H Warrants, the kind and amount of securities, cash or other property that such holder
would have received had they exercised the Series H Warrants immediately prior to the Fundamental Transaction.
Waivers
and Amendments
The
Series H Warrants may be modified or amended or the provisions of the Series H Warrants waived with the Company’s
and the holder’s written consent.
Pre-Funded
Warrants
General
The
term “pre-funded” refers to the fact that the purchase price of the pre-funded warrants in this offering includes almost
the entire exercise price that will be paid under the pre-funded warrants, except for a nominal remaining exercise price of $0.001. The
purpose of the pre-funded warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99%
(or, at the election of such purchaser, 9.99%) of our outstanding ADSs following the consummation of this offering the opportunity to
invest capital into the Company without triggering their ownership restrictions, by receiving pre-funded warrants in lieu of ADSs which
would result in such ownership of more than 4.99% or 9.99%, as applicable, and receiving the ability to exercise their option to purchase
the ADSs underlying the pre-funded warrants at a nominal price at a later date.
The
following is a brief summary of certain terms and conditions of the pre-funded warrants being offered by us. The following description
is subject in all respects to the provisions contained in the form of pre-funded warrant, the form of which will be filed as an exhibit
to the registration statement of which this prospectus forms a part.
Exercise
Price
Pre-funded
warrants will have an exercise price of $0.001 per ADSs. The exercise price is subject to appropriate adjustment in the event of certain
stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our ADSs and also
upon any distributions of assets, including cash, stock or other property to our stockholders.
Exercisability
The
pre-funded warrants are exercisable at any time after their original issuance and until exercised in full. The pre-funded warrants will
be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and by payment
in full of the exercise price in immediately available funds for the number of ADSs purchased upon such exercise. As an alternative to
payment in immediately available funds, the holder may elect to exercise the pre-funded warrant through a cashless exercise, in which
the holder would receive upon such exercise the net number of ADSs determined according to the formula set forth in the pre-funded warrant.
No fractional ADSs will be issued in connection with the exercise of a pre-funded warrant.
Exercise
Limitations
The
pre-funded warrants may not be exercised by the holder to the extent that the holder, together with its affiliates, would beneficially
own, after such exercise more than 4.99% of the ADSs then outstanding (including for such purpose the ADSs issuable upon such exercise).
However, any holder may increase or decrease such beneficial ownership limitation upon notice to us, provided that such limitation cannot
exceed 9.99%, and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice
is delivered. Purchasers of pre-funded warrants in this offering may also elect prior to the issuance of the pre-funded warrants to have
the initial exercise limitation set at 9.99% of our outstanding ADSs.
Transferability
Subject
to applicable laws, the pre-funded warrants may be offered for sale, sold, transferred or assigned without our consent.
Trading
Market
There
is no established trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend
to apply for the listing of the pre-funded warrants on any national securities exchange or other trading market. Without an active trading
market, the liquidity of the pre-funded warrants will be limited.
Fundamental
Transactions
In
the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization, recapitalization
or reclassification of our ADSs, the sale, transfer or other disposition of all or substantially all of our properties or assets, our
consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding ADSs, or any person or group
becoming the beneficial owner of more than 50% of the voting power represented by our outstanding ADSs, upon consummation of such a fundamental
transaction, the holders of the pre-funded warrants will be entitled to receive upon exercise of the pre-funded warrants the kind and
amount of securities, cash or other property that the holders would have received had they exercised the pre-funded warrants immediately
prior to such fundamental transaction without regard to any limitations on exercise contained in the pre-funded warrants.
Rights
as a Shareholder
Except
as otherwise provided in the pre-funded warrant or by virtue of such holder’s ownership of shares of our ADSs, the holder of a
pre-funded warrant does not have the rights or privileges of a holder of our ADSs, including any voting rights, until the holder exercises
the pre-funded warrant. The pre-funded warrants will provide that holders have the right to participate in distributions or dividends
paid on our ADSs.
PLAN
OF DISTRIBUTION
The
terms of this offering were subject to market conditions and negotiations between us and prospective investors.
This is a best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering. Because
there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securities offered
hereby, which may significantly reduce the amount of proceeds received by us.
Investors
purchasing securities offered hereby will have the option to execute a securities purchase agreement with us. In addition to rights and
remedies available to all purchasers in this offering under federal securities and state law, the purchasers which enter into a securities
purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of
contract is material to larger purchasers in this offering as a means to enforce the following covenant uniquely available to them under
the securities purchase agreement: a covenant to not issue any ordinary shares or ADSs or securities convertible into ordinary shares
or ADSs until January 1, 2025, subject to certain exceptions.
The
nature of the representations, warranties and covenants in the securities purchase agreements shall include:
|
● |
standard
issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental
filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and
title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and |
|
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covenants
regarding matters such as registration of warrant shares, no integration with other offerings, filing of a 6-K to disclose entering
into these securities purchase agreements, no shareholder rights plans, no material nonpublic information, use of proceeds, indemnification
of purchasers, reservation and listing of ADSs, and not issuance of any ordinary shares or ADSs or securities convertible into
ordinary shares or ADSs until January 1, 2025, subject to certain exceptions. |
We
expect to deliver the securities being offered pursuant to this prospectus on or about September 15, 2024, subject to satisfaction
of certain customary closing conditions.
Fees
and Expenses
The
following table shows the amount per ADS and accompanying Warrants and amount per pre-funded warrant and accompanying
Warrants we will pay in connection with the sale of the securities in this offering.
| |
Per ADS and Warrants | | |
Per Pre-Funded Warrant
and Warrants | | |
Total | |
Public offering price | |
$ | | | |
$ | | | |
$ | | |
Proceeds to us (before expenses) | |
$ | | | |
$ | | | |
$ | | |
Determination
of Offering Price
The
actual offering price of the securities we are offering has been negotiated between us and the investors in the offering based on the
trading of our ADSs prior to the offering, among other things. Other factors considered in determining the public offering price of the
securities we are offering include our history and prospects, the stage of development of our business, our business plans for the future
and the extent to which they have been implemented, an assessment of our management, the general conditions of the securities markets
at the time of the offering and such other factors as were deemed relevant.
Electronic
Offer, Sale and Distribution of Securities
The
Company may distribute prospectuses electronically.
Listing
Our
ADSs are listed on The Nasdaq Capital Market under the symbol “TCBP.”
Depositary
The
depositary for our ADSs is The Bank of New York Mellon.
EXPENSES
OF THE OFFERING
Set
forth below is an itemization of the total anticipated expenses expected to be incurred in connection
with the offer and sale of the ADSs by us. With the exception of the SEC registration fee and the FINRA filing fee, all amounts are estimates,
in United States dollars:
SEC
registration fee |
|
$ |
1,500 |
|
Legal
fees and expenses |
|
$ |
75,000 |
|
Accounting
fees and expenses |
|
$ |
100,000 |
|
Miscellaneous |
|
$ |
29,000 |
|
Total |
|
$ |
205,500 |
|
LEGAL
MATTERS
We
are being represented by Sheppard, Mullin, Richter & Hampton LLP, New York, New York with respect to certain legal matters of United
States federal securities and New York state law. We are being represented by Addleshaw Goddard LLP, Glasgow, Scotland with respect to
certain legal matters of the law of Scotland and other applicable law of the United Kingdom and as to certain patent law matters by Murgitroyd
& Company Limited.
EXPERTS
The
consolidated financial statements of TC BioPharm (Holdings) plc incorporated by reference in TC BioPharm (Holdings) plc’s Annual
Report (Form 10-K) for the years ended December 31, 2023 and December 31, 2022, have been audited by Marcum LLP, independent registered
public accounting firm, as set forth in their report thereon, (which contains an explanatory paragraph describing conditions that raise
substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 to the consolidated financial
statements) included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The
registered business address of Marcum LLP is 730 3rd Avenue, 11th Floor, New York, NY 10017, United States of America.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form F-1 under the Securities Act relating to this offering. This prospectus does
not contain all of the information contained in the registration statement. The rules and regulations of the SEC allow us to omit certain
information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents
of any contract, agreement or other document are summaries of all material information about the documents summarized, but are not complete
descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may
read the document itself for a complete description of its terms.
You
may read and copy the registration statement, including the related exhibits and schedules, and any document we file with the SEC without
charge at the SEC’s public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549. You may also obtain copies of
the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington,
DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. The SEC also maintains an Internet
website that contains reports and other information regarding issuers that file electronically with the SEC. Our filings with the SEC
are also available to the public through the SEC’s website at http://www.sec.gov.
We
are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those
requirements are filing reports with the SEC. Those other reports or other information may be inspected without charge at the locations
described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content
of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery
provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly
and current reports and financial statements with the SEC as frequently or as promptly as U.S. registrants whose securities are registered
under the Exchange Act. However, we are required to file with the SEC, within 120 days after the end of each fiscal year, or such applicable
time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public
accounting firm, and will furnish to the SEC, on Form 6-K, unaudited interim financial information.
We
maintain a corporate website at https://tcbiopharm.com/. Information contained on, or that can be accessed through, our website does
not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
We will post on our website any materials required to be so posted on such website under applicable corporate or securities laws and
regulations, including, posting any XBRL interactive financial data required to be filed with the SEC and any notices of general meetings
of our shareholders.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this
prospectus contain important information that you should read about us.
The
following documents are incorporated by reference into this prospectus and any applicable prospectus supplement:
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our
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023, filed with the SEC on April 29, 2024; |
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● |
our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024; |
|
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● |
our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed with the SEC on May 15, 2024; |
|
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● |
our
Current Reports on Form 8-K (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on
such form that are related to such items) or Reports of Foreign Private Issuer on Form 6-K filed with the SEC on January
4, 2024, February
14, 2024, March
6, 2024, March
12, 2024, March
18, 2024, March
19, 2024, April
4, 2024, May
6, 2024, May
8, 2024, May
20, 2024, May
29, 2024, June
28, 2024, July
1, 2024, July
1, 2024, July
29, 2024, August
6, 2024, August
8, 2024, August
15, 2024 and August 23, 2024. |
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our
definitive Proxy Statement on Schedule 14A for our 2024 Annual Meeting of Shareholders, filed with the SEC on June 7, 2024; |
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the
description of our Common Stock contained in our registration statement on Form 8-A (File No. 001-41231) filed with
the SEC on January 14, 2022, including any amendments or reports filed with the SEC for the purposes of updating such description. |
All
documents subsequently filed by us (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed
on such form that are related to such items unless such Form 8-K expressly provides to the contrary) with the SEC pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement
of which this prospectus forms a part and prior to effectiveness of such registration statement, until we file a post-effective amendment
that indicates the termination of the offering of the shares of Common Stock made by this prospectus are deemed to be incorporated by
reference into this prospectus. Such future filings will become a part of this prospectus from the respective dates that such documents
are filed with the SEC.
Any
statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that such statement contained herein or in any other subsequently filed document, which
is also incorporated or deemed to be incorporated herein, modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You
can obtain any of the filings incorporated by reference into this prospectus through us or from the SEC through the SEC’s website
at http://www.sec.gov. We will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus
is delivered, upon written or oral request of such person, a copy of any or all of the reports and documents referred to above which
have been or may be incorporated by reference into this prospectus. You should direct requests for those documents to:
TC
BioPharm (Holdings) plc
Maxim
1, 2 Parklands Way
Holytown,
Motherwell, ML1 4WR
Scotland,
United Kingdom
+44
(0) 141 433 7557
We
maintain an internet site at http://www.tcbiopharm.com. Our website and the information contained on or connected to it shall not be
deemed to be incorporated into this prospectus or the registration statement of which it forms a part.
![](https://www.sec.gov/Archives/edgar/data/1872812/000149315224033780/formf-1_001.jpg)
UP TO 1,162,790 AMERICAN DEPOSITARY SHARES
REPRESENTING 232,558,000 ORDINARY SHARES
AND UP TO 1,162,790 PRE-FUNDED WARRANTS
TO PURCHASE UP TO
1,162,790 AMERICAN DEPOSITARY SHARES
AND UP TO 1,162,790 SERIES H WARRANTS TO
PURCHASE UP TO 1,162,790 AMERICAN DEPOSITARY SHARES
(and
1,162,790 American Depositary Shares representing 232,558,000 ordinary shares underlying the Pre-Funded Warrants and 1,162,790
American Depositary Shares representing 232,558,000 ordinary shares underlying the Series H Warrants)
TC
BIOPHARM (HOLDINGS) PLC
PRELIMINARY
PROSPECTUS
,
2024
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
6. Indemnification of Directors and Officers
Scottish
law does not limit the extent to which a company’s articles of association may provide indemnification of officers and directors,
except to the extent that it may be held by the Scottish and United Kingdom courts to be contrary to public policy, such as providing
indemnification against civil fraud or the consequences of committing a crime.
Our
Memorandum and Articles of Association provide that, to the maximum extent permitted by law, every current and former director and officer
(excluding an auditor) is entitled to be indemnified out of our assets against any liability, action, proceeding, claim, demand, costs,
damages or expenses, including legal expenses, which such indemnified person may incur in that capacity unless such liability arose as
a result of the actual fraud or willful default.
A
company formed under the laws of Scotland may also purchase insurance for directors and certain other officers against liability incurred
as a result of any negligence, default, breach of duty or breach of trust in relation to the company. We expect to maintain director’s
and officer’s liability insurance covering our directors and officers with respect to general civil liability, including liabilities
under the Securities Act of 1933, as amended (or the “Securities Act”), which he or she may incur in his or her capacity
as such. We have entered into a deed of indemnity with each of our directors and members of our senior management, each of which provides
the office holder with indemnification permitted under applicable law and to the extent that these liabilities are not covered by directors’
and officers’ insurance.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
Item
8. Exhibits and Financial Statement Schedules
4.11 |
|
Form of Series F Warrant |
|
8-K |
|
001-41231 |
|
4.1 |
|
5/6/2024 |
4.12 |
|
Form of Pre-Funded Warrant |
|
6-K |
|
001-41231 |
|
10.1 |
|
08/15/2024 |
4.13 |
|
Form of Series G Warrant |
|
6-K |
|
001-41231 |
|
10.2 |
|
08/15/2024 |
4.14 |
|
Form of Pre-Funded Warrant for this Offering |
|
|
|
|
|
|
|
|
4.15 |
|
Form of Series H Warrant for this Offering |
|
|
|
|
|
|
|
|
5.1 |
|
Opinion of Addleshaw Goddard LLP |
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5.2 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
|
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10.1 |
|
Form of 2014 Share Option Scheme of Registrant |
|
F-1 |
|
333-260492 |
|
10.1 |
|
01/14/2022 |
10.2 |
|
Form of 2021 Share Option Scheme (including sub-plan for U.S. based persons) of Registrant |
|
F-1 |
|
333-260492 |
|
10.2 |
|
01/14/2022 |
10.3 |
|
Form of 2021 Company Share Option Plan (CSOP) of Registrant |
|
F-1 |
|
333-260492 |
|
10.3 |
|
01/14/2022 |
10.4 |
|
Convertible Loan Note, up to $20,000,000 in principal amount |
|
F-1 |
|
333-260492 |
|
10.6 |
|
01/14/2022 |
10.5 |
|
Form of Lock Up Agreement of Pre-IPO Smaller Shareholders |
|
F-1 |
|
333-260492 |
|
10.8 |
|
01/14/2022 |
10.6 |
|
Form of Lock Up Agreement of Pre-IPO Management and Larger Shareholders |
|
F-1 |
|
333-260492 |
|
10.9 |
|
01/14/2022 |
10.7 |
|
Form of Lock Up Agreement of Holders of Convertible Loan Notes |
|
F-1 |
|
333-260492 |
|
10.10 |
|
01/14/2022 |
10.8 |
|
Form of Deed of Indemnity for directors and officer |
|
20-F |
|
001-41231 |
|
4.10 |
|
05/13/2022 |
10.9 |
|
Form of Securities Purchase Agreement for Nov 2022 Private Placement |
|
6-K |
|
001-41231 |
|
10.4 |
|
11/30/2022 |
10.10 |
|
Form of Registration Rights Agreement for Nov 2022 Private Placement |
|
6-K |
|
001-41231 |
|
10.5 |
|
11/30/2022 |
10.11 |
|
Form of Securities Purchase Agreement for March 2023 Offering |
|
6-K |
|
001-41231 |
|
10.4 |
|
03/30/2023 |
10.12 |
|
Warrant Amendment Agreement, dated March 27, 2023 |
|
6-K |
|
001-41231 |
|
10.5 |
|
03/30/2023 |
10.13 |
|
Form of Warrant Amendment Agreement, dated July 10, 2023 |
|
6-K |
|
001-41231 |
|
10.1 |
|
07/24/2023 |
10.14 |
|
Form of Inducement Letter, dated August 30, 2023 |
|
6-K |
|
001-41231 |
|
10.1 |
|
08/31/2023 |
10.15 |
|
Form of Securities Purchase Agreement for December 2023 Offering |
|
6-K |
|
001-41231 |
|
10.4 |
|
12/21/2023 |
10.16 |
|
Form of Warrant Amendment Agreement, dated December 19, 2023 |
|
6-K |
|
001-41231 |
|
10.5 |
|
12/21/2023 |
10.17 |
|
Employment Agreement between the Registrant and Bryan Kobel, dated June 15, 2021 |
|
10-K |
|
001-41231 |
|
10.17 |
|
4/29/2024 |
10.18 |
|
Employment Agreement between the Registrant and Martin Thorp, dated March 1, 2019 |
|
10-K |
|
001-41231 |
|
10.18 |
|
4/29/2024 |
10.19 |
|
Inducement Letter, dated May 6, 2024 |
|
8-K |
|
001-41231 |
|
10.1 |
|
5/6/2024 |
10.20 |
|
Form of Securities Purchase Agreement for August 9, 2024 Offering |
|
6-K |
|
001-41231 |
|
10.3 |
|
08/15/2024 |
10.21 |
|
Form of Securities Purchase Agreement for this Offering |
|
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14.1 |
|
Code of Ethics of the Registrant |
|
F-1 |
|
333-260492 |
|
11.1 |
|
01/14/2022 |
16.1 |
|
Letter of Ernst & Young LLP, dated November 18, 2022 |
|
6-K |
|
001-41231 |
|
16.1 |
|
11/18/2022 |
21.1 |
|
List of Subsidiaries of Registrant |
|
F-1 |
|
333-260492 |
|
21.1 |
|
01/14/2022 |
23.1 |
|
Consent of Marcum LLP |
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23.2 |
|
Consent of Addleshaw Goddard LLP (included in Exhibit 5.1) |
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23.3 |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.2) |
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24.1 |
|
Power of Attorney (included as part of the signature page of this Registration Statement) |
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107* |
|
Filing Fee Table |
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|
*Previously filed.
Item
9. Undertakings
The
undersigned registrant hereby undertakes: |
(1)
to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i)
to include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and
(iii)
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2)
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
The
undersigned registrant hereby undertakes:
(1)
that, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective; and
(2)
that, for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule
14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation
S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies it has reasonable grounds to believe that it meets all of
the requirements for filing this amended registration statement on Form F-1 with the Securities and Exchange Commission and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Glasgow, Scotland, United
Kingdom, on August 23, 2024.
|
TC
BIOPHARM (HOLDINGS) PLC |
|
|
|
By: |
/s/
Bryan Kobel |
|
Name: |
Bryan
Kobel |
|
Title: |
Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
Bryan Kobel |
|
Chief
Executive Officer and Director (Principal Executive Officer) |
|
August 23, 2024 |
Bryan
Kobel |
|
|
|
|
|
|
|
|
|
/s/
Martin Thorp |
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer) |
|
August 23, 2024 |
Martin
Thorp |
|
|
|
|
|
|
|
|
|
/s/
James Culverwell |
|
Non-Executive
Director |
|
August 23, 2024 |
James
Culverwell |
|
|
|
|
|
|
|
|
|
/s/
Arlene Morris |
|
Chair
of the Board and Non-Executive Director |
|
August 23, 2024 |
Arlene
Morris |
|
|
|
|
SIGNATURE
OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the registrant has signed
this registration statement or amendment thereto on August 23, 2024.
|
TC
BioPharm (North America) Inc. |
|
|
|
|
By: |
/s/
Bryan Kobel |
|
Name: |
Bryan
Kobel |
|
Title: |
Chief
Executive Officer and Director |
|
|
|
|
|
Authorized
Representative in the United States |
Exhibit
4.14
PRE-FUNDED
WARRANT TO PURCHASE ORDINARY SHARES
REPRESENTED
BY AMERICAN DEPOSITARY SHARES
TC
BIOPHARM (HOLDINGS) PLC
Warrant
ADSs: ______ |
Initial
Exercise Date: |
THIS
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies
that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial
Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter,
to subscribe for and purchase from TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies
Act 2006, as amended with company number SC713098 (the “Company”), up to ______ Ordinary Shares, par value £0.0001
per share (the “Warrant Shares”), represented by _________ ADSs (the ADSs issuable upon exercise of the Warrant, the
“Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“ADS(s)”
means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing two hundred (200) Ordinary
Shares.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then
listed or quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADSs are then reported on the Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value
of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Commission”
means the United States Securities and Exchange Commission.
“Depositary”
means The Bank of New York Mellon and any successor depositary of the Company, as Depositary under the Deposit Agreement.
“Deposit
Agreement” means the Deposit Agreement, dated as of February 10, 2022, among the Company, The Bank of New York Mellon as Depositary
and the owners and holders of ADSs from time time, as such agreement may be amended or supplemented.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Ordinary
Shares” means the ordinary shares of the Company, par value £0.0001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“Purchase
Agreement” means the Securities Purchase Agreement, dated as of _____, 2024, between the Company and the purchasers signatory
thereto.
“Registration
Statement” means the Company’s registration statement on Form F-1 (File No. 333-281613).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the ADSs are traded on a Trading Market.
“Trading
Market” means any of the following markets or exchanges on which the ADSs or Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the
New York Stock Exchange (or any successors to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted
on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADSs are then reported on the Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value
of an ADS as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other prefunded ADS purchase warrants issued by the Company pursuant to the Registration Statement.
Section
2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise
Price for the Warrant ADSs thereby purchased and specified in the applicable Notice of Exercise by wire transfer or cashier’s check
drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice
of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably
practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering the outstanding number
of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and the Company
shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may be less than the amount stated on the
face hereof.
b)
Exercise Price. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant ADS, was
pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal
exercise price of $0.001 per Warrant ADS) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant.
The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any
circumstance or for any reason whatsoever. The remaining unpaid exercise price per ADS under this Warrant shall be $0.001, subject to
adjustment hereunder (the “Exercise Price”).
c)
Cashless Exercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A),
where:
|
(A) |
= |
as
applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined
in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,
either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of
the ADSs on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s
execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours”
on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular
trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of
Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant
to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; |
|
|
|
|
|
(B) |
= |
the
Exercise Price of this Warrant, as adjusted hereunder; and |
|
|
|
|
|
(X) |
= |
the
number of Warrant ADSs that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise. |
If
Warrant ADSs are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise.
i.
Delivery of Warrant ADSs Upon Exercise. The Company shall deposit the Warrant Shares subject to such exercise with The Bank of
New York Mellon, the Depositary for the ADSs (the “Depositary”) and instruct the Depositary to transmit the Warrant
ADSs purchased hereunder by crediting the Holder’s or its designee’s balance account with The Depository Trust Company through
its Deposit/Withdrawal At Custodian system (“DWAC”) if the Depositary is then a participant in such system and either
(A) there is an effective registration statement with a current prospectus registering the issuance of the Warrant Shares represented
by the Warrant ADSs to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by electronic (registered
in book-entry format with the Depositary) or physical delivery to the address specified by the Holder in the Notice of Exercise, in each
case by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii)
the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such
date, the “Warrant ADS Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement
Period following delivery of the Notice of Exercise. If the Depository fails for any reason to deliver to the Holder the Warrant ADSs
subject to a Notice of Exercise by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable
Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date)
for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The
Company agrees to maintain a depositary (and, if applicable, a transfer agent) that is a participant in the FAST program so long as this
Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement
period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on
the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on
or prior to 12:00 p.m. (New York City time) on the date prior to the Initial Exercise Date, which may be delivered at any time after
the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant ADSs subject to such notice(s) by 4:00 p.m.
(New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes
hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such
Warrant ADS Delivery Date.
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section
2(d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise in respect of the untransmitted
Warrant ADSs (with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored)
and the Company shall return to the Holder the aggregate Exercise Price paid to the Company for such Warrant ADSs.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs
to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSs
that the Company failed to deliver to the Holder in connection with the exercise at issue by (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant in respect
of the equivalent number of Warrant ADSs for which such exercise was not honored and return any amount received by the Company in respect
of the Exercise Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example,
if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence
the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs upon exercise of
the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Warrant ADSs. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant.
As to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole ADS; provided, however the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding
results in the issue price being lower than the par value of the ADS.
vi.
Charges, Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company,
and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Depositary fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic issuance and delivery of
the Warrant ADSs. The Company shall pay all applicable fees and expenses of the Depositary in connection with the issuance of the Warrants
ADSs hereunder, and shall reimburse the Holder for any fees charged to the Holder by the Depositary in connection with the issuance or
holding or sale of the Warrant ADSs.
vii.
Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof; provided, however, that the foregoing shall not be deemed or construed to limit any rights
of the Depositary under the terms and provisions of the deposit agreement among, inter alia, the Company and the Depositary.
e)
Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise,
to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder
(together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of Ordinary Shares underlying such Warrant ADSs issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant ADSs which
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except
as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the
Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in
this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which
portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary
Shares as reflected in (A) the Company’s most recent annual report on Form 20-F or Form 10-Q, Report on Form 6-K or Form 8-K or
other public filings filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more
recent written notice by the Company or the Depositary setting forth the number of Ordinary Shares outstanding. Upon the written or oral
request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of Ordinary
Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be
[4.99%] [9.99%] of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of the Ordinary Shares issuable
upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions
of this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding
immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner
otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be
defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary
or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder
of this Warrant.
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise
makes a distribution or distributions on its ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in ADSs
or Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares or ADSs issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of Ordinary Shares or ADSs, as applicable,
(iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares into a smaller number of Ordinary Shares
or ADSs, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares or any shares of capital stock of the Company, then
in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs,
as applicable, outstanding immediately after such event, and the number of Ordinary Shares or ADSs, as applicable, issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
[RESERVED]
c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of ADSs or Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of ADSs or Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of ADSs
are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that
the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such ADSs or Ordinary
Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d)
Payments to be made to Holder in the event of a Distribution. During such time as this Warrant is outstanding, if the Company
shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares
or ADSs, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder
shall be entitled to receive a payment (‘Payment’) equal to the amount that the Holder would have received by way of a Distribution
if the Holder had held the number of ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for
such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares or ADSs are to be determined
for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to receive
such a payment would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to receive
said Payment (or in the beneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution to such extent) and the
amount of the Payment due shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).
e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including any Ordinary Shares
underlying the ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the common equity of the Company
(including any Ordinary Shares underlying the ADSs), (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the
Ordinary Shares effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires 50% or more of the outstanding Ordinary Shares (including any Ordinary Shares underlying the ADSs) or 50% or
more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), occurs or is consummated,
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share represented by
each Warrant ADSs that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares
of capital stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of
the number of Ordinary Shares (including any Ordinary Shares underlying ADSs) equal to the amount of Warrant Shares represented by the
Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation
in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of
one Ordinary Share (including any Warrant Shares underlying the ADSs), in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Ordinary Shares or ADSs are given any choice as to the securities, cash or property to
be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant, a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares underlying the Warrant ADSs
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to
such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but
taking into account the relative value of the Ordinary Shares underlying the Warrant ADSs pursuant to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to
the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,
each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor
Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the
Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume
all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity
or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled
to the benefits of the provisions of this Section 3(e) regardless of whether (i) the Company has sufficient authorized Ordinary Shares
for the issuance of the Warrant Shares and/or (ii) a Fundamental Transaction occurs prior to the Initial Exercise Date.
f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the
case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued
and outstanding.
g)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares
or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party,
any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the
Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Ordinary Shares (including Warrant Shares underlying Warrant ADSs)
of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled
to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a)
Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at
the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant
to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
ADSs without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and
shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
Section
5. Miscellaneous.
a)
No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant ADSs on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, its directors will have authority to allot a sufficient number
of shares to provide for the issuance of the Warrant ADSs and the underlying Ordinary Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who
are charged with the duty of issuing the Warrant Shares needed for the Depositary to issue the necessary Warrant ADSs upon the exercise
of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant
Shares and Warrant ADSs and the underlying Ordinary Shares may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the applicable Trading Market upon which the ADSs and Ordinary Shares may be listed. The Company
covenants that all Warrant ADSs and the underlying Ordinary Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the
Company in respect of the issue thereof (other than any transfer restrictions and taxes in respect of any transfer occurring contemporaneously
with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at
all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant ADSs and the underlying Ordinary Shares upon the exercise of this Warrant and (iii)
use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.
e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
f)
Restrictions. The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at Maxim 1, 2 Parklands Way, Holytown, Motherwell, M11 4Wr, Scotland, United Kingdom, Attention:
Chief Financial Officer, email address: m.thorp@tcbiopharm.com, or such other email address or address as the Company may specify
for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each
Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading
Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 6-K.
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any ADSs or Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant ADSs.
l)
Company Acknowledgement. The Company acknowledges that the Company has received the aggregate par value of the Ordinary Shares
represented by ADSs issuable upon exercise of this Warrant and the Company shall hold such aggregate par value amount in trust and shall
apply it in payment of the par value of the Ordinary Shares represented by ADSs issued in connection with exercises of this Warrant pursuant
to Section 2(c) herein.
m)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and
the Holder.
n)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
o)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
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TC
BIOPHARM (HOLDINGS) PLC |
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By: |
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Name: |
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Title: |
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NOTICE
OF EXERCISE
To:
TC BIOPHARM (HOLDINGS) PLC
(1)
The undersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
[
] in lawful money of the United States; or
[
] the cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise
this Warrant with respect to the maximum number of Warrant ADSs purchasable pursuant to the cashless exercise procedure set forth in
subsection 2(c).
(3)
Please register and issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:
DWAC
Account for Warrant ADSs not bearing a restrictive legend:
DTC
Participant name and number: ________________________
Contact
of DTC Participant: _______________________
Telephone
Number of Participant Contact: _____________________
For
Warrant ADSs bearing a restrictive legend:
Name:_______________________________
Address:______________________________
Tax
ID:_______________________________
Telephone
Number of Holder:______________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________________
Name
of Authorized Signatory: ___________________________________________________________________
Title
of Authorized Signatory: ____________________________________________________________________
Date:
________________________________________________________________________________________
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase Warrant ADSs.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
______________________________________ |
|
(Please
Print) |
Address: |
______________________________________ |
Phone
Number:
Email
Address: |
(Please
Print)
______________________________________
______________________________________ |
Dated:
_______________ __, ______ |
|
Holder’s
Signature: |
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Holder’s
Address: |
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Exhibit 4.15
SERIES
H WARRANT TO PURCHASE ORDINARY SHARES
REPRESENTED
BY AMERICAN DEPOSITARY SHARES
TC
BIOPHARM (HOLDINGS) PLC
Warrant
ADSs: __________ |
Initial Exercise Date: |
THIS
SERIES H WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that,
for value received, _______ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations
on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise
Date”) and on or prior to 5:00 p.m. (New York City time) on August __, 2025, provided that, if such date is not a Trading Day,
the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for
and purchase from TC BioPharm (Holdings) plc, a public limited company incorporated in Scotland pursuant to the Companies Act 2006, as
amended with company number SC713098 (the “Company”), up to ______ Ordinary Shares, par value £0.0001 per share
(the “Warrant Shares”), represented by _________ ADSs (the ADSs issuable upon exercise of the Warrant, the “Warrant
ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS under this Warrant shall be equal to the
Exercise Price, as defined in Section 2(b).
Section
1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated
in this Section 1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“ADS(s)”
means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing two hundred (200) Ordinary
Shares.
“Bid
Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then
listed or quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADSs are then reported on the Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value
of an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally
are open for use by customers on such day.
“Commission”
means the United States Securities and Exchange Commission.
“Depositary”
means The Bank of New York Mellon and any successor depositary of the Company, as Depositary under the Deposit Agreement.
“Deposit
Agreement” means the Deposit Agreement, dated as of February 10, 2022, among the Company, The Bank of New York Mellon as Depositary
and the owners and holders of ADSs from time time, as such agreement may be amended or supplemented.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Ordinary
Shares” means the ordinary shares of the Company, par value £0.0001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“Purchase
Agreement” means the Securities Purchase Agreement, dated as of _____, 2024, between the Company and the purchasers signatory
thereto.
“Registration
Statement” means the Company’s registration statement on Form F-1 (File No. 333-281613).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiary”
means any subsidiary of the Company and shall, where applicable, also include any direct or indirect subsidiary of the Company formed
or acquired after the date hereof.
“Trading
Day” means a day on which the ADSs are traded on a Trading Market.
“Trading
Market” means any of the following markets or exchanges on which the ADSs or Ordinary Shares are listed or quoted for trading
on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the
New York Stock Exchange (or any successors to any of the foregoing).
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quoted
on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the Trading
Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs
for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading
on OTCQB or OTCQX and if prices for the ADSs are then reported on the Pink Open Market (or a similar organization or agency succeeding
to its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value
of an ADS as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Warrants then
outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.
“Warrants”
means this Warrant and other ADS purchase warrants issued by the Company pursuant to the Registration Statement.
Section
2. Exercise.
a)
Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time
or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF
copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).
Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined
in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate Exercise
Price for the Warrant ADSs thereby purchased and specified in the applicable Notice of Exercise by wire transfer or cashier’s check
drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice
of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)
of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically
surrender this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has
been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably
practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting
in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering the outstanding number
of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs purchased. The Holder and the Company
shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases. The Company shall deliver any objection
to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this
Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant
ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given time may be less than the amount stated on the
face hereof.
b)
Exercise Price. The exercise price per ADS under this Warrant shall be £_____, subject to adjustment hereunder (the
“Exercise Price”).
c)
Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus
contained therein is not available for the issuance of the Warrant ADSs to the Holder, then this Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant
ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
|
(A) |
= |
as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section
2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior
to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities
laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of
the applicable Notice of Exercise or (z) the Bid Price of the ADSs on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)
as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular
trading hours” on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close
of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable
Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered
pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day; provided, however,
that the VWAP or Bid Price, as applicable, used in accordance with this Section, shall be converted into British pounds using the U.S.
Dollar exchange rate as reported by Bloomberg L.P. on the relevant date of calculation; |
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(B) |
= |
the Exercise Price of this Warrant, as adjusted hereunder; and |
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(X) |
= |
the number of Warrant ADSs that would be issuable upon exercise
of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless
exercise. |
If
Warrant ADSs are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised. The Company agrees not
to take any position contrary to this Section 2(c).
d)
Mechanics of Exercise.
i.
Delivery of Warrant ADSs Upon Exercise. The Company shall deposit the Warrant Shares subject to such exercise with The Bank of
New York Mellon, the Depositary for the ADSs (the “Depositary”) and instruct the Depositary to transmit the Warrant
ADSs purchased hereunder by crediting the Holder’s or its designee’s balance account with The Depository Trust Company through
its Deposit/Withdrawal At Custodian system (“DWAC”) if the Depositary is then a participant in such system and either
(A) there is an effective registration statement with a current prospectus registering the issuance of the Warrant Shares represented
by the Warrant ADSs to the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by electronic (registered
in book-entry format with the Depositary) or physical delivery to the address specified by the Holder in the Notice of Exercise, in each
case by the date that is the earlier of (i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii)
the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such
date, the “Warrant ADS Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant ADSs, provided that payment of the aggregate Exercise Price (other than in the case of a cashless
exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement
Period following delivery of the Notice of Exercise. If the Depository fails for any reason to deliver to the Holder the Warrant ADSs
subject to a Notice of Exercise by the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages
and not as a penalty, for each $1,000 of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable
Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date)
for each Trading Day after such Warrant ADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The
Company agrees to maintain a depositary (and, if applicable, a transfer agent) that is a participant in the FAST program so long as this
Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement
period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the ADSs as in effect on
the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on
or prior to 12:00 p.m. (New York City time) on the date prior to the Initial Exercise Date, which may be delivered at any time after
the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant ADSs subject to such notice(s) by 4:00 p.m.
(New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes
hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such
Warrant ADS Delivery Date.
ii.
Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of
a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respects
be identical with this Warrant.
iii.
Rescission Rights. If the Company fails to cause the Depositary to transmit to the Holder the Warrant ADSs pursuant to Section
2(d)(i) by the Warrant ADS Delivery Date, then the Holder will have the right to rescind such exercise in respect of the untransmitted
Warrant ADSs (with the effect that the Holder’s right to acquire such Warrant ADSs pursuant to this Warrant shall be restored)
and the Company shall return to the Holder the aggregate Exercise Price paid to the Company for such Warrant ADSs.
iv.
Compensation for Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to
the Holder, if the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs
to deliver in satisfaction of a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSs
that the Company failed to deliver to the Holder in connection with the exercise at issue by (2) the price at which the sell order giving
rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant in respect
of the equivalent number of Warrant ADSs for which such exercise was not honored and return any amount received by the Company in respect
of the Exercise Price for those Warrant ADSs (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number
of ADSs that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example,
if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence
the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver ADSs upon exercise of
the Warrant as required pursuant to the terms hereof.
v.
No Fractional Shares or Warrant ADSs. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant.
As to any fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or
round up to the next whole ADS; provided, however the fraction of an ADS shall not be rounded up to the next whole ADS if such rounding
results in the issue price being lower than the par value of the ADS.
vi.
Charges, Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax
or other incidental expense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses shall be paid by the Company,
and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant ADSs are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Depositary fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic issuance and delivery of
the Warrant ADSs. The Company shall pay all applicable fees and expenses of the Depositary in connection with the issuance of the Warrants
ADSs hereunder, and shall reimburse the Holder for any fees charged to the Holder by the Depositary in connection with the issuance or
holding or sale of the Warrant ADSs.
vii.
Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof; provided, however, that the foregoing shall not be deemed or construed to limit any rights
of the Depositary under the terms and provisions of the deposit agreement among, inter alia, the Company and the Depositary.
e)
Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any
exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise,
to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder
(together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s
Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation
(as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates
and Attribution Parties shall include the number of Ordinary Shares underlying such Warrant ADSs issuable upon exercise of this Warrant
with respect to which such determination is being made, but shall exclude the number of Ordinary Shares underlying Warrant ADSs which
would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of
its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities
of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise
analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except
as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the
Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder
is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in
this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant
is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which
portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall
be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes
of this Section 2(e), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary
Shares as reflected in (A) the Company’s most recent annual report on Form 20-F or Form 10-Q, Report on Form 6-K or Form 8-K or
other public filings filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more
recent written notice by the Company or the Depositary setting forth the number of Ordinary Shares outstanding. Upon the written or oral
request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder the number of Ordinary
Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion
or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date
as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be
4.99% (or, upon election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of Ordinary Shares outstanding immediately
after giving effect to the issuance of the Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of
Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any
increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to
the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section
3. Certain Adjustments.
a)
Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise
makes a distribution or distributions on its ADSs or Ordinary Shares or any other equity or equity equivalent securities payable in ADSs
or Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares or ADSs issued by the Company upon exercise
of this Warrant), (ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of Ordinary Shares or ADSs, as applicable,
(iii) combines (including by way of reverse share split) outstanding ADSs or Ordinary Shares into a smaller number of Ordinary Shares
or ADSs, as applicable, or (iv) issues by reclassification of ADSs, Ordinary Shares or any shares of capital stock of the Company, then
in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of ADSs (excluding treasury
shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares or ADSs,
as applicable, outstanding immediately after such event, and the number of Ordinary Shares or ADSs, as applicable, issuable upon exercise
of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any
adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders
entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,
combination or re-classification.
b)
[RESERVED]
c)
Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants,
issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record
holders of any class of ADSs or Ordinary Shares (the “Purchase Rights”), then the Holder will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of ADSs or Ordinary Shares acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for
the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of ADSs
are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that
the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such ADSs or Ordinary
Shares as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder
until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
d)
Payments to be made to Holder in the event of a Distribution. During such time as this Warrant is outstanding, if the Company
shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares
or ADSs, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities,
property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar
transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder
shall be entitled to receive a payment (‘Payment’) equal to the amount that the Holder would have received by way of a Distribution
if the Holder had held the number of ADSs acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise
hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for
such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares or ADSs are to be determined
for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to receive
such a payment would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to receive
said Payment (or in the beneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution to such extent) and the
amount of the Payment due shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).
e)
Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or
more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary),
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares (including any Ordinary Shares
underlying the ADSs) are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted
by the holders of 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the common equity of the Company
(including any Ordinary Shares underlying the ADSs), (iv) the Company, directly or indirectly, in one or more related transactions effects
any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the
Ordinary Shares effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,
in one or more related transactions consummates a share purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other
Person or group acquires 50% or more of the outstanding Ordinary Shares (including any Ordinary Shares underlying the ADSs) or 50% or
more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), occurs or is consummated,
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share represented by
each Warrant ADSs that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction,
at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares
of capital stock of the successor or acquiring corporation or of the Company, if the Company is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of
the number of Ordinary Shares (including any Ordinary Shares underlying ADSs) equal to the amount of Warrant Shares represented by the
Warrant ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation
in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be
appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of
one Ordinary Share (including any Warrant Shares underlying the ADSs), in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components
of the Alternate Consideration. If holders of Ordinary Shares or ADSs are given any choice as to the securities, cash or property to
be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives
upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Warrant in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance
reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and
shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant, a security of the Successor Entity evidenced
by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of
shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Warrant Shares underlying the Warrant ADSs
acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to
such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but
taking into account the relative value of the Ordinary Shares underlying the Warrant ADSs pursuant to such Fundamental Transaction and
the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting
the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to
the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,
each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Company and the Successor
Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the
Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume
all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such Successor Entity
or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled
to the benefits of the provisions of this Section 3(e) regardless of whether (i) the Company has sufficient authorized Ordinary Shares
for the issuance of the Warrant Shares and/or (ii) a Fundamental Transaction occurs prior to the Initial Exercise Date.
f)
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the
case may be. For purposes of this Section 3, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall
be the sum of the number of Ordinary Shares (including Ordinary Shares underlying ADSs, but excluding treasury shares, if any) issued
and outstanding.
g)
Notice to Holder.
i.
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company
shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant ADSs and setting forth a brief statement of the facts requiring such adjustment.
ii.
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on
the Ordinary Shares or ADSs, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares
or ADSs, (C) the Company shall authorize the granting to all holders of the Ordinary Shares or ADSs rights or warrants to subscribe for
or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required
in connection with any reclassification of the Ordinary Shares or ADSs, any consolidation or merger to which the Company is a party,
any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary
Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution,
liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the
Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the
applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose
of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Ordinary Shares or ADSs of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Ordinary Shares (including Warrant Shares underlying Warrant ADSs)
of record shall be entitled to exchange their Ordinary Shares for securities, cash or other property deliverable upon such reclassification,
consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in
the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that
any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled
to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice
except as may otherwise be expressly set forth herein.
h)
Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during
the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board
of directors of the Company.
Section
4. Transfer of Warrant.
a)
Transferability. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at
the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant
to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this
Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
ADSs without having a new Warrant issued.
b)
New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of
the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and
shall be identical with this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.
c)
Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
Section
5. Miscellaneous.
a)
No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly
set forth in Section 3. Without limiting any rights of a Holder to receive Warrant ADSs on a “cashless exercise” pursuant
to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be
required to net cash settle an exercise of this Warrant.
b)
Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
c)
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
d)
Authorized Shares.
The
Company covenants that, during the period the Warrant is outstanding, its directors will have authority to allot a sufficient number
of shares to provide for the issuance of the Warrant ADSs and the underlying Ordinary Shares upon the exercise of any purchase rights
under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who
are charged with the duty of issuing the Warrant Shares needed for the Depositary to issue the necessary Warrant ADSs upon the exercise
of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant
Shares and Warrant ADSs and the underlying Ordinary Shares may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the applicable Trading Market upon which the ADSs and Ordinary Shares may be listed. The Company
covenants that all Warrant ADSs and the underlying Ordinary Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the
Company in respect of the issue thereof (other than any transfer restrictions and taxes in respect of any transfer occurring contemporaneously
with such issue).
Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at
all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate
to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately prior
to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable Warrant ADSs and the underlying Ordinary Shares upon the exercise of this Warrant and (iii)
use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.
e)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant (whether brought against a party hereto or their respective affiliates, directors, officers, shareholders,
partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York,
Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient
venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any
other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant,
the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’
fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.
f)
Restrictions. The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and
the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g)
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h)
Notices. Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Exercise, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Company, at Maxim 1, 2 Parklands Way, Holytown, Motherwell, M11 4Wr, Scotland, United Kingdom, Attention:
Chief Financial Officer, email address: m.thorp@tcbiopharm.com, or such other email address or address as the Company may specify
for such purposes by notice to the Holders. Any and all notices or other communications or deliveries to be provided by the Company hereunder
shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each
Holder at the e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication or deliveries
hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered
via e-mail at the e-mail address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading
Day after the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Section
on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following
the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom
such notice is required to be given. To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 6-K.
i)
Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant
to purchase Warrant ADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any ADSs or Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
j)
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will
be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to
assert the defense in any action for specific performance that a remedy at law would be adequate.
k)
Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant ADSs.
l)
Company Acknowledgement. The Company acknowledges that the Company has received the aggregate par value of the Ordinary Shares
represented by ADSs issuable upon exercise of this Warrant and the Company shall hold such aggregate par value amount in trust and shall
apply it in payment of the par value of the Ordinary Shares represented by ADSs issued in connection with exercises of this Warrant pursuant
to Section 2(c) herein.
m)
Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and
the Holder.
n)
Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
o)
Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed
a part of this Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
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TC BIOPHARM (HOLDINGS) PLC
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By: |
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Name: |
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Title: |
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NOTICE
OF EXERCISE
To:
TC BIOPHARM (HOLDINGS) PLC
(1)
The undersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
[ ] in lawful money of the United States; or
[ ] if permitted, the cancellation of such number of Warrant ADSs as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant ADSs purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please register and issue said Warrant ADSs in the name of the undersigned or in such other name as is specified below:
DWAC
Account for Warrant ADSs not bearing a restrictive legend:
DTC
Participant name and number: ________________________
Contact
of DTC Participant: _______________________
Telephone
Number of Participant Contact: _____________________
For
Warrant ADSs bearing a restrictive legend:
Name:_______________________________
Address:______________________________
Tax
ID:_______________________________
Telephone
Number of Holder:______________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity: _________________________________________________
Name
of Authorized Signatory: ___________________________________________________________________
Title
of Authorized Signatory: ____________________________________________________________________
Date:
________________________________________________________________________________________
EXHIBIT
B
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase Warrant ADSs.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
Name: |
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Address: |
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(Please
Print) |
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Phone
Number: |
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Email
Address: |
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Dated:
_____ __, ____
Holder’s Signature:
______________
Holder’s
Address: _______________
Exhibit
5.1
![](https://www.sec.gov/Archives/edgar/data/1872812/000149315224033780/ex5-1_001.jpg)
Our reference |
JACKM/374423-5 |
23
August 2024
TC
BioPharm (Holdings) plc (Company)
Maxim
1, 2 Parklands Way
Holytown
Motherwell
ML1
4WR
Scotland
United
Kingdom
Dear
Sir / Madam
We
are lawyers qualified to practice law in Scotland. We have acted as counsel to the Company to provide this legal opinion in connection
with the Company’s registration statement on Form F-1, filed under the Securities Act of 1933, as amended (the “Act”),
including all amendments or supplements thereto, with the Securities and Exchange Commission (the “Registration Statement”),
which relates to the registration, offering and sale of (a) ordinary shares of £0.0001 par value each (“Ordinary Shares”)
in the form of American Depositary Shares (“ADS”), issued by the Bank of New York Mellon at the rate of twenty Ordinary
Shares for each ADS; (b) warrants (“Warrants”), each Warrant to purchase Ordinary Shares pursuant to the terms of
the Warrant Instrument, and the Pre-Funded Warrant Instrument (each as defined below); (c) Ordinary Shares which may be issued upon exercise
of the Warrants (together the “Underlying Securities”), offered and sold by the Company pursuant to the terms of the
SPA (as defined below).
We
have reviewed originals, copies or drafts of the following documents:
1.1 |
The
public records of the Company on file and available for online inspection at the Registrar of Companies in Scotland on 23
August 2024 including: |
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(a) |
the
Company’s original Memorandum and Articles of Association; |
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(b) |
the
Company’s Articles of Association adopted on 15 February 2022 and amended on 14 November 2022. |
1.2 |
The
resolutions of the shareholders of the Company passed at the shareholder meetings of the Company which took place on 14 January 2022,
3 February 2022, and 14 November 2022 (“Shareholder Resolutions”). |
|
|
1.3 |
A
draft of each of: |
|
(a) |
the
securities purchase agreement to be entered into between the Company and each of the several purchasers signatory thereto (“SPA”); |
|
|
|
|
(b) |
the
Series H warrant to purchase Ordinary Shares represented by ADSs by the Company (“H Warrant Instrument”);
and |
Addleshaw
Goddard LLP, Cornerstone, 107 West Regent Street, Glasgow G2 2BA
Tel
+44 (0)141 221 2300 Fax +44 (0)141 221 5800 DX GW120 Glasgow
www.addleshawgoddard.com
Addleshaw
Goddard LLP is a limited liability partnership registered in England and Wales (with registered number OC318149) and is authorised and
regulated by the Solicitors Regulation Authority (with authorisation number 440721) and the Law Society of Scotland. A list of members
is open to inspection at our registered office, Milton Gate, 60 Chiswell Street, London EC1Y 4AG. The term partner refers to any individual
who is a member of any Addleshaw Goddard entity or association or an employee or consultant with equivalent standing based on their experience
and/or qualifications.
TC
BioPharm (Holdings) plc |
23 August 2024 |
|
(c) |
the
pre-funded warrant to purchase Ordinary Shares represented by ADSs by the Company (“Pre-Funded Warrant Instrument”). |
In
giving this opinion we have assumed, without further verification, the completeness and accuracy of all documentation that we have reviewed.
We have also relied upon the following assumptions, which we have not independently verified:
2.1 |
Copies
of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the
originals. |
|
|
2.2 |
That
the final forms of the SPA, the H Warrant Instrument, and the Pre-Funded Warrant Instrument, provided by the parties thereto
will conform in all respects to the drafts thereof as filed with the Registration Statement and will be executed by the parties. |
|
|
2.3 |
All
signatures, initials and seals are genuine. |
|
|
2.4 |
The
accuracy and completeness of all factual representations expressed in or implied by the documents we have examined. |
|
|
2.5 |
That
all public records of the Company which we have examined are accurate and that the information disclosed by the online search which
we conducted against the Company on 23 August 2024 is true and complete and that such information has not since then been altered
and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the
public records at the date of our searches. |
|
|
2.6 |
The
Shareholder Resolutions remain in full force and effect and have not been revoked and that the following the issue of Ordinary Shares
pursuant to the SPA, the Pre-Funded Warrant Instrument, and the H Warrant Instrument, and pursuant to all other instruments
to which the Company is party the issued share capital of the Company shall not exceed £2,000,000 in nominal value. |
|
|
2.7 |
The
Company shall receive at least the nominal value of each Ordinary Share in cash in return for issuing Ordinary Shares pursuant to
the SPA, the Pre-Funded Warrant Instrument, and the H Warrant Instrument. |
|
|
2.8 |
There
is nothing under any law (other than the law of the Scotland) which would or might affect the opinions hereinafter appearing. Specifically,
we have made no independent investigation of the laws of the USA. |
Based
upon, and subject to, the foregoing assumptions and the qualifications set out in section 4 below, and having regard to such legal considerations
as we consider relevant, we are of the opinion that:
3.1 |
The
Company is a public company limited by shares and registered under the Companies Act 2006 (the “Act”) validly existing
under the laws of Scotland, and possesses the capacity to sue and be sued in its own name. |
|
|
3.2 |
The
Company is, subject to board approval, authorised to issue the Ordinary Shares to be issued by the Company for issuance in connection
with the ADSs and the Underlying Securities. |
TC
BioPharm (Holdings) plc |
23 August 2024 |
3.3 |
The
Underlying Securities are authorised for issue by the shareholders of the Company subject to board approval, and when their issue
is approved by the board of the Company against payment in full, in accordance with the terms set out in the SPA, the Pre-Funded
Warrant Instrument, and the H Warrant Instrument, as applicable (which payment shall in all circumstances and notwithstanding
the terms of such agreements/instruments represent at least the nominal value of the Underlying Securities in cash), and duly registered
in the Company’s register of members (shareholders), such Underlying Securities will be validly authorised, issued, fully paid
and non-assessable (meaning that no further sums are payable to the Company on such Underlying Securities). |
The
opinions expressed above are subject to the following qualifications:
4.1 |
The
obligations of the Company may be subject to restrictions pursuant to any agreement to which it is party which has not been reviewed
by us. |
|
|
4.2 |
We
make no comment with regard to any references to foreign law or statutes in the Registration Statement. |
|
|
4.3 |
This
opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion.
This opinion only relates to the laws of Scotland which are in force on the date of this opinion. |
In
connection with the above opinion, we hereby consent:
5.1 |
To
the use of our name in the Registration Statement, the prospectus constituting a part thereof and all amendments thereto under the
caption “Legal Matters”; and |
|
|
5.2 |
To
the filing of this opinion as an exhibit to the Registration Statement. |
This
opinion may be relied upon by the addressee only. It may not be relied upon by any other person except with our prior written consent.
This
opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.
Yours
faithfully,
![](https://www.sec.gov/Archives/edgar/data/1872812/000149315224033780/ex5-1_002.jpg)
Addleshaw
Goddard LLP
Direct line |
+44 (0)141 574 2371 |
Email |
murray.jack@addleshawgoddard.com |
Exhibit
5.2
![](https://www.sec.gov/Archives/edgar/data/1872812/000149315224033780/ex5-2_001.jpg) |
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, New York 10112-0015
212.653.8700
main
212.653.8701
fax
www.sheppardmullin.com |
August
23, 2024
VIA
EDGAR
TC
Biopharm (Holdings) PLC
Maxim
1, 2 Parklands Way
Holytown,
Motherwell, ML1 4WR
Scotland,
United Kingdom
Re:
Registration Statement on Form F-1
Ladies
and Gentlemen:
We
have acted as counsel to TC Biopharm (Holdings) PLC, a public limited company incorporated in Scotland pursuant to the Companies Act
2006, as amended (the “Company”), in connection with the issuance of this opinion that relates to a Registration Statement
on Form F-1 (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission
(the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration
Statement covers the registration of the proposed offer and sale by the Company of up to $10,000,000 in maximum aggregate offering
price of american depositary shares (the “ADSs”) of the Company, which consist of (i) ADSs, (ii) ADSs that may be
issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”), and (iii) ADSs that may be issuable upon
exercise of series H warrants (the “Series H Warrants,” and together with the Pre-Funded Warrants, the
“Warrants”). Each ADS represents two hundred (200) ordinary shares, £0.0001 par value per ordinary share, of
the Company.
We
are acting as U.S. securities counsel for the Company in connection with the Registration Statement. This opinion letter is being delivered
in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed herein
as to any matter pertaining to the contents of the Registration Statement or related prospectus.
In
connection with the issuance of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction,
of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other
representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions
stated below. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied
upon statements and representations of officers and other representatives of the Company and of public officials.
In
our examination, we have assumed (a) the genuineness of all signatures, including endorsements, (b) the legal capacity and competency
of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered
by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties, (c) the authenticity
of all documents submitted to us as originals, (d) the conformity to original documents of all documents submitted to us as facsimile,
electronic, certified or photostatic copies, and the authenticity of the originals of such copies; (e) the accuracy, completeness and
authenticity of certificates of public officials; (f) the truth, accuracy and completeness of the information, representations and warranties
contained in the instruments, documents, certificates and records we have reviewed; (g) that, as set forth in a separate opinion delivered
to the Company on the date hereof by Addleshaw Goddard LLP, UK counsel to the Company, the Warrants have been duly authorized; and (h)
the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments
relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute,
deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable
obligations of such parties.
Based
upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1.
The ADSs and Warrants, including any ADSs issuable upon exercise of the Warrants, if and when issued and paid for in accordance with
their respective terms, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance
with their terms.
Our
opinion set forth in paragraph 1 above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether
considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
Our
opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any
other matters relating to the Company, the Warrants or any other agreements or transactions that may be related thereto or contemplated
thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Warrants
or as to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be
implied or inferred beyond the opinion expressly stated above.
The
opinion we render herein is limited to those matters governed by New York law as of the date hereof and we disclaim any obligation to
revise or supplement the opinion rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial
decision, or otherwise. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to
the subject matter hereof. We express no opinion as to matters governed by any laws other than New York law.
This
opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances,
events, or developments that hereafter may be brought to our attention or that may alter, affect, or modify the opinion expressed herein.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also hereby consent to the reference to
our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations
under the Securities Act. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares being
registered while the Registration Statement is effective under the Securities Act.
Respectfully
submitted,
/s/
Sheppard, Mullin, Richter & Hampton LLP
Sheppard,
Mullin, Richter & Hampton LLP
Exhibit 10.21
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of __, 2024, between TC BioPharm (Holdings) plc, a public
limited company incorporated in Scotland pursuant to the Companies Act 2006, as amended with company number SC713098 (the “Company”),
and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”
and collectively the “Purchasers”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires
to purchase from the Company, securities of the Company as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.
“Action”
shall have the meaning ascribed to such term in Section 3.1(j).
“ADS(s)”
means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing twenty (20) Ordinary
Shares.
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized
or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”
or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority
so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd)
Trading Day following the date hereof.
“Commission”
means the United States Securities and Exchange Commission.
“Deposit
Agreement” means the Deposit Agreement dated as of February 10, 2022, among the Company, the Bank of New York Mellon as Depositary
and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.
“Depositary”
means The Bank of New York Mellon and any successor depositary of the Company.
“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, unless otherwise instructed as to an earlier time by the Purchasers, and (ii) if this Agreement is signed between midnight
(New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date
hereof, unless otherwise instructed as to an earlier time by the Purchasers.
“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(s).
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Exempt
Issuance” means the issuance of (a) Ordinary Shares, ADSs or options to employees, officers or directors of the Company pursuant
to any stock or option plan duly adopted for such purpose, which issuance was approved by a majority of the non-employee members of the
Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered
to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities
exercisable or exchangeable for or convertible into ADSs or Ordinary Shares issued and outstanding on the date of this Agreement and
(c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the
Company, provided that such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration
rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section
4.11 herein, and provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or
through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and
shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in
securities.
“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.
“FDA”
shall have the meaning ascribed to such term in Section 3.1(hh).
“FDCA”
shall have the meaning ascribed to such term in Section 3.1(hh).
“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).
“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(aa).
“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).
“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(n).
“Ordinary
Shares” means the ordinary shares of the Company, par value £0.0001 per share, and any other class of securities into
which such securities may hereafter be reclassified or changed.
“Ordinary
Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary
Shares or ADSs.
“Per
ADS Purchase Price” equals $____ (inclusive of any Depositary ADS issuance fee), subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions of the ADSs and/or the Ordinary Shares, as applicable,
that occur after the date of this Agreement, provided that the purchase price per Prefunded Warrant shall be the Per Share Purchase Price
minus $0.001.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Pharmaceutical
Product” shall have the meaning ascribed to such term in Section 3.1(hh).
“Prefunded
Warrants” means, collectively, the Prefunded Warrants to purchase Ordinary Shares represented by ADS purchase warrants delivered
to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Prefunded Warrants shall be exercisable immediately
and shall expire when exercised in full, in the form of Exhibit B attached hereto.
“Prefunded
Warrant ADSs” means the ADSs and/or the Ordinary Shares issuable upon exercise of the Prefunded Warrants.
“Preliminary
Prospectus” means any preliminary prospectus included in the Registration Statement, as originally filed or as part of any
amendment thereto, or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities
Act.
“Pricing
Prospectus” means (i) the Preliminary Prospectus relating to the Securities that was included in the Registration Statement
immediately prior to ___ A.M/P.M. (New York City time) on the date hereof and (ii) any free writing prospectus (as defined in the Securities
Act) identified on Schedule A hereto, taken together.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Prospectus”
means the final prospectus filed for the Registration Statement.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the effective registration statement with Commission file No. 333-281613, including all information, documents
and exhibits filed with or incorporated by reference into such registration statement, which registers the sale of the Shares, the Warrants
and the Warrant ADSs to the Purchasers.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).
“Securities”
means the Shares, the ADSs, the Warrants and the Warrant ADSs.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Series
H Ordinary Warrants” means, collectively, the Series H ADS purchase warrants delivered to the Purchasers at the Closing in
accordance with Section 2.2(a) hereof, which Series H Ordinary Warrants shall be exercisable immediately upon issuance and have a term
equal to one (1) year, in the form of Exhibit A attached hereto.
“Series
H Warrant ADSs” means the ADSs issuable upon exercise of the Series H Ordinary Warrants.
“Shares”
means the Ordinary Shares of the Company, as represented by ADSs issued pursuant to the Deposit Agreement, each ADS representing two
hundred (200) Ordinary Shares, issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Ordinary Shares and/or ADSs).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for ADSs and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate exercise price of the
Prefunded Warrants, which amounts shall be paid as and when such Prefunded Warrants are exercised).
“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means any of the following markets or exchanges on which the Ordinary Shares and/or ADSs are is listed or quoted for
trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
or the New York Stock Exchange (or any successors to any of the foregoing).
“Transaction
Documents” means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements
executed in connection with the transactions contemplated hereunder.
“Warrant
ADSs” means the ADSs issuable upon exercise of the Warrants.
“Warrants”
means, collectively, the Series H Ordinary Warrants and the Prefunded Warrants.
ARTICLE
II.
PURCHASE AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $________ of ADSs and Warrants; provided, however,
that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates,
and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in
excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing ADSs such Purchaser may
elect to purchase Prefunded Warrants in lieu of ADSs in such manner to result in the same aggregate purchase price being paid by such
Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser
at Closing, 9.99%) of the number of ADSs outstanding immediately after giving effect to the issuance of the Securities on the Closing
Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available
for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designees. The Company shall
deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser
shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions
set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of the Company or such other location as the parties shall
mutually agree. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or
prior to 12:00 p.m. (New York City time) on the day prior to the Closing Date, which may be delivered at any time after the time of execution
of this Agreement, the Company agrees to deliver the Warrant ADSs subject to such notice(s) by 4:00 p.m. (New York City time) on the
Closing Date and the Closing Date shall be the Warrant ADS Delivery Date (as defined in the Warrants) for purposes hereunder, provided
that payment of the aggregate Exercise Price (as defined in the Warrants) (other than in the case of a cashless exercise) is received
by such Warrant ADS Delivery Date.
2.2
Deliveries.
(a)
On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the
following:
(i)
this Agreement duly executed by the Company;
(ii)
the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the
Chief Executive Officer or Chief Financial Officer;
(iii)
a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis via The Depository
Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) ADSs equal to such Purchaser’s Subscription
Amount divided by the Per ADS Purchase Price, registered in the name of such Purchaser;
(iv)
a Series H Ordinary Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 100% of the sum of such
Purchaser’s ADSs and, if applicable, the Warrant ADSs underlying such Purchaser’s Prefunded Warrants on the date hereof,
with an exercise price equal to £_____, subject to adjustment therein;
(v)
for each Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase
up to a number of ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Prefunded Warrant divided by
the Per ADS Purchase Price minus $0.001, with an exercise price equal to $0.001, subject to adjustment therein; and
(vi)
the Preliminary Prospectus and the Prospectus (which may be delivered in accordance with Rule 172 under the Securities Act).
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
such Purchaser’s Subscription Amount (less the aggregate exercise price of the Prefunded Warrants issuable to such Purchaser hereunder,
if applicable), which shall be made available for “Delivery Versus Payment” settlement with the Company or its designee.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects)
on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in
which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality,
in all respects) as of such date);
(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties
are qualified by materiality or Material Adverse Effect, in all respects) as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company; and
(v)
from the date hereof to the Closing Date, trading in the ADSs and/or Ordinary Shares shall not have been suspended by the Commission
or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades
are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international
calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable
judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.
ARTICLE
III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a
part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each
Purchaser:
(a)
Subsidiaries. All of the direct and indirect subsidiaries of the Company that are wholly owned (directly or indirectly) by the
Company or that constitute significant subsidiaries within the meaning of Item 601(b)(21)(ii) of Regulation S-K are set forth on Schedule
3.1(a). Except as set forth on Schedule 3.1(a), the Company owns, directly or indirectly, all of the capital stock or other
equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each
Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase
securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents
shall be disregarded.
(b)
Organization and Qualification. The Company is a stock corporation duly organized under the laws of Scotland. Each of the Subsidiaries
is an entity duly incorporated or otherwise organized, validly existing and, if applicable under the laws of the applicable jurisdiction,
in good standing under the laws of the jurisdiction of its incorporation or organization. Each of the Company and its Subsidiaries have
the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither
the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and
is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial
or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.
(c)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of
the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or
therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party
has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of association, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(e)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings
required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus, (iii) the notice and/or application(s)
to each applicable Trading Market for the issuance and sale of the Securities and the listing of the ADSs and Warrant ADSs for trading
thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities laws
(collectively, the “Required Approvals”).
(f)
Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with
the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company. The Warrant ADSs, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable,
free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number
of Ordinary Shares issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the Registration Statement
in conformity with the requirements of the Securities Act, which became effective on __, 2024 (the “Effective Date”),
including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration
Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement
or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been
instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations
of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and
any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments
thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or
supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the
Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at
the time of the filing of the Registration Statement eligible to use Form F-1.
(g)
Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule
3.1(g) shall also include the number of ADSs or Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as
of the date hereof. The Company has not issued any capital stock since its most recently filed Form 6-K or Form 8-K under the Exchange
Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of Ordinary
Shares to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Ordinary
Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right
of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the
Transaction Documents. Except as a result of the purchase and sale of the Securities or as set forth on Schedule 3.1(g), there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or
securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for
or acquire, any ADSs, Ordinary Shares, or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary Share Equivalents
or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue
ADSs, Ordinary Shares or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments
of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or
instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the
Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary.
The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have
been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation
of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder,
the Board of Directors or others is required for the issuance and sale of the Securities. Other than as set forth on Schedule 3.1(g),
there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock
to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.
(h)
SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the
two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the
foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Pricing Prospectus
and the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act,
as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and
regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in
accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and
its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.
(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent
or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice
and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings
made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend
or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no
event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with
respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed
made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.
(j)
Litigation. Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their
respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state,
county, local or foreign) (collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i)
adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)
could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company
nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or
liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of
the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former
director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.
(k)
Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary,
is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary
information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third
party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability
with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local
and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours,
except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.
(l)
Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that
has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor
has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound
(whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator
or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational
health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be
expected to result in a Material Adverse Effect.
(m)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all applicable federal, state, local and foreign
laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land
surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants,
contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment,
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous
Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice
letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
(ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective
businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i),
(ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.
(n)
Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or
modification of any Material Permit.
(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them
and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries,
in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially
interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment
of federal, state, foreign or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment
of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries
are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.
(p)
Intellectual Property. The Company and the Subsidiaries own, or have license rights to all patents, patent applications, trademarks,
trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None
of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights
has expired, terminated or been abandoned, except as would not have a Material Adverse Effect, or is expected to expire or terminate
or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the
date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights are invalid or unenforceable, except as could not have or reasonably be expected to not have a
Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing
infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security
measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(q)
Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company
nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase
in cost.
(r)
Transactions with Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of
the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently
a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any
officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other
than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company
and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.
(s)
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with
any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended that are effective as of the date hereof and as of
the Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of
the date hereof and as of the Closing Date and apply to the Company given its status as a foreign private issuer and emerging growth
company (as such terms are defined under the Securities Act). Except as set forth on Schedule 3.1(s), the Company and the Subsidiaries
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with
management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets
at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and
designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it
files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of
the Company and the Subsidiaries as of the end of the period covered by the most recently filed Form 10-K under the Exchange Act (such
date, the “Evaluation Date”). The Company presented in its most recently filed Form 10-K under the Exchange Act the
conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as
of the Evaluation Date. Except as set forth on Schedule 3.1(s), since the Evaluation Date, there have been no changes in the internal
control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially
adversely affected, or is reasonably likely to materially adversely affect, the internal control over financial reporting of the Company
and its Subsidiaries.
(t)
Certain Fees. Except as set forth in the Pricing Prospectus and the Prospectus, no brokerage or finder’s fees or commissions
are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no
obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated
in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.
(u)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities,
will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.
(v)
Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities
Act of any securities of the Company or any Subsidiary.
(w)
Listing and Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is reasonably likely to have the effect of, terminating the registration
of the ADSs under the Exchange Act nor has the Company received any written notification that the Commission is contemplating terminating
such registration. Except as set forth on Schedule 3.1(w), the Company has not, in the 12 months preceding the date hereof, received
written notice from any Trading Market on which the ADSs and/or Ordinary Shares are or have been listed or quoted to the effect that
the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason
to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.
The ADSs are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in
connection with such electronic transfer.
(x)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the
laws of its jurisdiction of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and the
Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result
of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.
(y)
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or
counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise
disclosed in the Pricing Prospectus and the Prospectus. The Company understands and confirms that the Purchasers will rely on the foregoing
representation in effecting transactions in securities of the Company. All of the written disclosure furnished by or on behalf of the
Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby,
including the Disclosure Schedules to this Agreement, taken as a whole, is true and correct and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date
of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made
and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.
(z)
No Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market
on which any of the securities of the Company are listed or designated.
(aa)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt
by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding
secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For
the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess
of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other
contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s
consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due
under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to
any Indebtedness.
(bb)
Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income
and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii)
has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such
returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material
taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no
basis for any such claim.
(cc)
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any
agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf
of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.
(dd)
Accountants. The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge
and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s next Annual Report on Form 20-F for
the fiscal year ending December 31, 2024.
(ee)
Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or
any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby
is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the
transactions contemplated hereby by the Company and its representatives.
(ff)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding,
it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any
Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities
based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other
transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions, before
or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s
publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser
is a party, directly or indirectly, presently may have a “short” position in the ADSs, and (iv) each Purchaser shall not
be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.
The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during
the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant ADSs
deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing
stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. The Company
acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.
(gg)
Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any
of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities
of the Company.
(hh)
FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under
the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure
to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened,
action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation)
against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter
or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration,
or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and
promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws
or orders the withdrawal of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical
hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company
or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of
its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries,
and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of
the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations
of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United
States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving
or clearing for marketing any product being developed or proposed to be developed by the Company.
(ii)
Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any
Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective
customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,
“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of
any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and
Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,
rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,
access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)
the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material
confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company
and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
(jj)
Compliance with Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years
were, in compliance with all applicable state, federal and foreign data privacy and security laws and regulations, including, without
limitation, the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy
Laws”); (ii) the Company and the Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to
ensure compliance with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,
handling and analysis of Personal Data (as defined below) (the “Policies”); (iii) the Company provides accurate notice
of its applicable Policies to its customers, employees, third party vendors and representatives as required by the Privacy Laws; and
(iv) applicable Policies provide accurate and sufficient notice of the Company’s then-current privacy practices relating to its
subject matter, and do not contain any material omissions of the Company’s then-current privacy practices, as required by Privacy
Laws. “Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph,
social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally
identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by GDPR;
and (iv) any other piece of information that allows the identification of such natural person, or his or her family, or permits the collection
or analysis of any identifiable data related to an identified person’s health or sexual orientation. (i) None of such disclosures
made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violation of any Privacy Laws and (ii) the
execution, delivery and performance of the Transaction Documents will not result in a breach of any Privacy Laws or Policies. Neither
the Company nor the Subsidiaries (i) to the knowledge of the Company, has received written notice of any actual or potential liability
of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of, any of the Privacy
Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant
to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement by or with any
court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any Privacy Law.
(kk)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the
Ordinary Shares on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under
the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or
prospects.
(ll)
Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director,
officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(mm)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within
the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.
(nn)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries
or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and
to regulation by the Federal Reserve.
(oo)
Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended,
applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.
3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case
they shall be accurate as of such date):
(a)
Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to
which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(b)
Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct
or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this
representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or
otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the
ordinary course of its business.
(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.
(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed
necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the
Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the
opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that
is necessary to make an informed investment decision with respect to the investment.
The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order
to effect Short Sales or similar transactions in the future.
ARTICLE
IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
Warrant ADSs. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover
the issuance or resale of the Warrant ADSs or if the Warrant is exercised via cashless exercise, the Warrant ADSs issued pursuant to
any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent
registration statement registering the sale or resale of the Warrant ADSs) is not effective or is not otherwise available for the sale
or resale of the Warrant ADSs, the Company shall immediately notify the holders of the Warrants in writing that such registration statement
is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available
for the sale or resale of the Warrant ADSs (it being understood and agreed that the foregoing shall not limit the ability of the Company
to issue, or any Purchaser to sell, any of the Warrant ADSs in compliance with applicable federal and state securities laws). The Company
shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of
the Warrant ADSs effective during the term of the Warrants.
4.2
Furnishing of Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired,
the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports
required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the
reporting requirements of the Exchange Act.
4.3
Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the
rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction
unless shareholder approval is obtained before the closing of such subsequent transaction.
4.4
Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material
terms of the transactions contemplated hereby, and (b) file a Current Report on Form 6-K, including the Transaction Documents as exhibits
thereto, with the Commission within the time required by the Exchange Act, provided that the Company shall not be required to file such
a Current Report on Form 6-K if the Transaction Documents have been previously filed with the Commission as exhibits to a pre-effective
or post-effective amendment to the Registration Statement. From and after the issuance of such press release, the Company represents
to the Purchasers that it shall have publicly disclosed all material, non-public information delivered to any of the Purchasers by the
Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, in connection with
the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company
acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between
the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, on the
one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate and be of no further force or effect.
The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
of the Company. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the
transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any
such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior
consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed,
except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,
or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior
written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction
Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the
Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with
such Purchaser regarding such disclosure.
4.5
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by
the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving
Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.
4.6
Non-Public Information. Except with respect to the material pricing terms and conditions of the transactions contemplated by the
Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other
Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company
reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing
to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To
the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates
delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and
agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective
officers, directors, employees, Affiliates or agents, or a duty to the Company, any of its Subsidiaries or any of their respective officers,
directors, employees, Affiliates or agents not to trade on the basis of, such material, non-public information, provided that the Purchaser
shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains,
material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such
notice file such notice with the Commission pursuant to a Current Report on Form 6-K. The Company understands and confirms that each
Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
4.7
Use of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for the purposes set forth in the Pricing Prospectus and Prospectus and shall not use such proceeds: (a)
for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s
business and prior practices), (b) for the redemption of any Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of
any outstanding litigation or (d) in violation of FCPA or OFAC regulations.
4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all
losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements,
court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result
of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement
or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their
respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the
transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s
representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may
have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser
Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought
against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly
notify the Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably
acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable
period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a
material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be
liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior
written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim,
damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received
or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser
Party against the Company or others and any liabilities the Company may be subject to pursuant to law.
4.9
Reservation of Ordinary Shares; Aggregate Par Value Amount of Warrant Shares. As of the date hereof, the Company has reserved
and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Ordinary
Shares for the purpose of enabling the Company to issue ADSs pursuant to this Agreement and Warrant Shares pursuant to any exercise of
the Warrants. Each of the Purchasers acknowledge that any future exercise of any Warrants pursuant to Section 2(c) of the Warrant shall
require delivery of the aggregate par value amount of the Ordinary Shares represented by ADSs issuable upon exercise of such Purchaser’s
Warrants before such Warrant Shares are issued. The Company acknowledges that each Purchaser has paid the aggregate par value amount
of the Ordinary Shares represented by ADSs issuable upon exercise of such Purchaser’s Warrants and the Company shall hold such
aggregate par value amount in trust and shall apply it as applicable in connection with exercises of such Warrants pursuant to Section
2(c) therein by such Purchaser or any assignee of such Warrants. The Company shall promptly return to the Purchaser the applicable portion
of the aggregate par value amount of the Ordinary Shares represented by ADSs (i) upon the exercise of the Warrants, other than pursuant
to Section 2(c) therein, by such Purchaser or any assignee of such Warrants or (ii) upon the termination of such Warrants prior to exercise
of all or any portion of such Warrants. Notwithstanding the foregoing, each Purchaser shall have the right, upon three (3) Trading Days’
notice to the Company, to require the Company to return the remaining amount of the aggregate par value amount of the Ordinary Shares
represented by ADSs issuable upon exercise of such Purchaser’s Warrants that was paid by such Purchaser, provided that any future
exercise of such Warrants pursuant to Section 2(c) therein by such Purchaser shall require delivery of such aggregate par value amount
of the Ordinary Shares represented by ADSs before the Warrant Shares are issued.
4.10
Listing of ADSs and Warrant ADSs. The Company hereby agrees to use reasonable best efforts to maintain the listing or quotation
of the ADSs on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list
or quote all of the ADSs and Warrant ADSs on such Trading Market and promptly secure the listing of all of the ADSs and Warrant ADSs
on such Trading Market. The Company further agrees, if the Company applies to have the ADSs traded on any other Trading Market, it will
then include in such application all of the ADSs and Warrant ADSs, and will take such other action as is necessary to cause all of the
ADSs and Warrant ADSs to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action
reasonably necessary to continue the listing and trading of its ADSs on a Trading Market and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility
of the ADSs for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without
limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with
such electronic transfer.
4.11
Subsequent Equity Sales. From the date hereof until January 1, 2025, neither the Company nor any Subsidiary shall (i) issue,
enter into any agreement to issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or Ordinary Share Equivalents
or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus or filing a registration statement
on Form S-8 in connection with any employee benefit plan. Notwithstanding the foregoing, this Section 4.11 shall not apply
in respect of an Exempt Issuance.
4.12
Equal Treatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered
to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser
by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall
not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of
Securities or otherwise.
4.13
Intentionally Omitted.
4.14
Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required
of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required
of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to
exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant ADSs in accordance with the terms,
conditions and time periods set forth in the Transaction Documents.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Depositary fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company to issue ADSs or Warrant
ADSs (including in connection with any exercise notice delivered by a Purchaser to the Company), stamp taxes and other taxes and duties
levied in connection with the delivery of any Securities to the Purchasers and shall reimburse the Purchasers for any fees charged to
Purchasers by the Depositary in connection with the issuance or holding or sale of the ADSs, Warrant ADSs and/or Ordinary Shares.
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Pricing Prospectus and the
Prospectus, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior
agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the ADSs and Prefunded
Warrants based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case
of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification
or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such 50.1% in interest of such
disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision,
condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right
hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and
adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers
shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section
5.5 shall be binding upon each Purchaser and holder of Securities and the Company.
5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the
transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.8 and this Section 5.8.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such Action or Proceeding.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may
rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election
in whole or in part without prejudice to its future actions and rights; provided that the exercise of a Warrant may only be rescinded
by a Purchaser prior to the deposit of the Warrant ADSs with the Depositary and the issuance of the Warrant ADSs by the Depositary to
such Purchaser; provided further however, that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser
shall be entitled to the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration
of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement
warrant certificate evidencing such restored right).
5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.
5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.
5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. It is expressly understood and agreed that each provision contained in this Agreement and in each other
Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and
not between and among the Purchasers.
5.18
Liquidated Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts
are due and payable shall have been canceled.
5.19
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.20
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices, Ordinary Shares and ADSs in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the ADSs or Ordinary Shares that occur
after the date of this Agreement.
5.21
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
TC BIOPHARM (HOLDINGS) PLC
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO TCBP SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser: ________________________________________________________
Signature
of Authorized Signatory of Purchaser: _________________________________
Name
of Authorized Signatory: _______________________________________________
Title
of Authorized Signatory: ________________________________________________
Email
Address of Authorized Signatory: _________________________________________
Address
for Notice to Purchaser:
Address
for Delivery of Warrants to Purchaser (if not same as address for notice):
Subscription
Amount: $_________________
ADSs:
_________________
Prefunded
Warrant ADSs: ___________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%
Series
H Ordinary Warrant ADSs: _____________ Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%
EIN
Number: ____________________
☐
Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to
purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the
Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii)
the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing
contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed
of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead
be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate
or the like or purchase price (as applicable) to such other party on the Closing Date.
[SIGNATURE
PAGES CONTINUE]
Exhibit 23.1
Independent
Registered Public Accounting Firm’s Consent
We
consent to the incorporation by reference in this Registration Statement of TC BioPharm (Holdings) plc on Amendment No. 1 to Form
F-1 (File No. 333-281613) of our report dated April 1, 2024, which includes an explanatory paragraph as to the Company’s ability to continue
as a going concern, with respect to our audits of the consolidated financial statements of TC BioPharm (Holdings) plc as of December
31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 appearing in the Annual Report on Form 10-K of TC BioPharm (Holdings)
plc for the year ended December 31, 2023. Our report on the consolidated financial statements refers to a change in reporting framework
from International Financial Reporting Standards as issued by the International Accounting Standards Board to accounting principles generally
accepted in the United States of America. We also consent to the reference to our firm under the heading “Experts” in the
Prospectus, which is part of this Registration Statement.
/s/
Marcum llp
Marcum
llp
New
York, NY
August
23, 2024
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