Post-effective Amendment to a Previously Filed F-6. (f-6 Pos)
09 October 2019 - 6:03AM
Edgar (US Regulatory)
As
filed with the U.S. Securities and Exchange Commission on October 8, 2019
Registration
No. 333- 227509
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
Tiziana Life Sciences plc
(Exact name of issuer of deposited securities
as specified in its charter)
N/A
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified
in its charter)
383 Madison Avenue, Floor 11, New York,
New York 10179
Telephone (800) 990-1135
(Address, including zip code, and telephone
number, including area code, of depositary's principal executive offices)
____________________
Tiziana Therapeutics, Inc.
420 Lexington Avenue, Suite 2525
New York, NY 10170
(646) 396 4072
(Address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
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Ed Lukins
Ed Dyson
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570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
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Cooley (UK) LLP
Dashwood, 69 Old Broad Street
London EC2M 1QS
+44 (0) 20 7583-4005
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It is proposed that this filing become
effective under Rule 466
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☒
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immediately
upon filing
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☐
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on (Date) at (Time)
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If a separate registration statement has
been filed to register the deposited shares, check the following box. ☒
CALCULATION OF REGISTRATION FEE
Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit (1)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee
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American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary
Share representing a specified number of ordinary shares of Tiziana
Life Sciences plc
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N/A
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N/A
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N/A
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N/A
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(1)
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Each unit represents one American Depositary Share.
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(2)
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Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed
in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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PART
I
INFORMATION
REQUIRED IN PROSPECTUS
The
Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt")
included as Exhibit A to the form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) to this Post-Effective
Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.
Item
1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS
REFERENCE SHEET
Item Number and Caption
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Location in Form
of American Depositary
Receipt Filed
Herewith as Prospectus
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(1)
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Name
and address of Depositary
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Introductory paragraph and bottom of face of American Depositary Receipt
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(2)
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Title
of American Depositary Receipts and identity of deposited securities
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Face of American Depositary Receipt, top center
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by one unit of American Depositary Shares
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Face of American Depositary Receipt, upper right corner
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(ii)
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Procedure for voting, if any, the deposited securities
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Paragraph (12)
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy soliciting material
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Paragraphs (3), (8) and (12)
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from dividends, splits or plans of reorganization
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Paragraphs (4), (5), (10) and (13)
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(vii)
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Amendment, extension or termination of the Deposit Agreement
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Paragraphs (16) and (17)
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(viii)
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Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs
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Paragraph (3)
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(ix)
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Restrictions upon the right to deposit or withdraw the underlying securities
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Paragraphs (1), (2), (4), and (5)
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees
and Charges
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Paragraph (7)
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Item
2. AVAILABLE INFORMATION
Item Number
and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus
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(b)
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Statement that Tiziana Life Sciences plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied through the EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.
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Paragraph (8)
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PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
3. EXHIBITS
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(a)(1)
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Form
of Deposit Agreement. Form of Deposit Agreement dated as of ,
2018 among Tiziana Life Sciences plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement").
Previously filed.
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(a)(2)
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Form
of Amendment No. 1 to Deposit Agreement, including
the Form of American Depositary Receipt, is filed herewith as Exhibit (a)(2).
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(b)
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Any other agreement to which the
Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited
securities represented thereby. Not Applicable.
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(c)
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Every material contract relating
to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the
last three years. Not Applicable.
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(d)
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Opinion of Ziegler, Ziegler &
Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Previously filed.
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(e)
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Certification
under Rule 466. Filed herewith as Exhibit (e).
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(f)
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Powers of Attorney for certain officers
and directors and the authorized representative of the Company. Set forth on the signature pages hereto.
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Item
4. UNDERTAKINGS
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(a)
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The Depositary hereby undertakes to
make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary
Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received
by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying
securities by the issuer.
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(b)
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If the amounts of fees charged are not
disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and
describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change
in the fee schedule.
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created
by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6
are met and has duly caused this Post-Effective Amendment No. 1 Registration Statement on Form F-6 to be signed on its behalf
by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on October 8, 2019.
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Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Timothy E. Green
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Name:
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Timothy E. Green
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Title:
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Vice President
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SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Tiziana Life Sciences plc certifies that it has reasonable grounds to believe
that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to Registration
Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in London, England on October
8, 2019.
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Tiziana Life Sciences plc
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By:
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/s/ Kunwar Shailubhai
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Name:
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Kunwar Shailubhai
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Title:
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Chief Executive Officer and Director
(principal executive officer)
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Under the requirements of the Securities
Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement on Form F-6 has been signed by the following
persons on October 8, 2019, in the capacities indicated.
SIGNATURES
Signature
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Title
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/s/ Gabriele Cerrone*
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Executive Chairman
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Gabriele Cerrone
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/s/ Kunwar Shailubhai
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Chief Executive Officer and Director
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Kunwar Shailubhai
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(principal executive officer)
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/s/ Tiziano Lazzaretti*
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Chief Financial Officer
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Tiziano Lazzaretti
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(principal financial
and accounting officer)
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/s/ Willy Simon*
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Director
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Willy Simon
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/s/ Leopoldo Zambeletti*
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Director
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Leopoldo Zambeletti
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*By:
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/s/Kunwar Shailubhai
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Name:
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Kunwar Shailubhai
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Title:
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Power of Attorney
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SIGNATURE OF AUTHORIZED REPRESENTATIVE
OF THE REGISTRANT
Under the Securities Act of 1933, as
amended, the undersigned, the duly authorized representative in the United States of Tiziana Therapeutics, Inc., has signed this
Post-Effective Amendment No. 1 to Registration Statement on Form F-6 in Norristown, Pennsylvania, on October 8, 2019.
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Authorized U.S. Representative
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By:
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/s/ Kunwar Shailubhai
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Name:
Title:
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Kunwar Shailubhai
Director
(principal executive officer)
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INDEX
TO EXHIBITS
Exhibit Number
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(a)
(e)
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Form of Deposit Agreement.
Rule 466 Certification
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