Statement of Ownership (sc 13g)
12 August 2020 - 8:01PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No.)*
|
Tiziana
Life Sciences plc
|
(Name
of Issuer)
|
Ordinary
Shares, nominal value £0.03 per share
|
(Title
of Class of Securities)
88875G101**
|
|
(CUSIP
Number)
|
August
4, 2020
|
(Date
of Event Which Requires Filing of this Statement)
|
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
☐
|
Rule
13d-1(b)
|
|
☒
|
Rule
13d-1(c)
|
|
☐
|
Rule
13d-1(d)
|
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page.
**
The CUSIP number is for the American Depository Shares (“ADS”) that trade on the NASDAQ Global Market, each representing
2 Ordinary Shares. The ISIN number for the Ordinary Shares is US88875G1013.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No .
|
88875G101**
|
|
Page
2 of 9
|
1
|
NAME
OF REPORTING PERSON
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United State of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%(1)
|
|
12
|
TYPE
OF REPORTING PERSON
IA
|
|
|
|
|
|
|
(1)
Based
on 190,559,823 shares of Ordinary Shares outstanding as of August 2, 2020
as set forth in the Issuer’s Form 424B5 Prospectus filed with the Securities and Exchange Commission on August 4,
2020
|
|
CUSIP
No .
|
88875G101**
|
|
Page
3 of 9
|
1
|
NAME
OF REPORTING PERSON
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%(1)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
(1)
Based
on 190,559,823 shares of Ordinary Shares outstanding as of August 2, 2020
as set forth in the Issuer’s Form 424B5 Prospectus filed with the Securities and Exchange Commission on August 4,
2020
|
|
CUSIP
No .
|
88875G101**
|
|
Page 4
of 9
|
1
|
NAME
OF REPORTING PERSON
Altium
Capital Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United State of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,504,807
ADS (equivalent of 11,009,614 Ordinary Shares)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%(1)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
(1)
|
Based
on 190,559,823 shares of Ordinary Shares
outstanding as of August 2, 2020 as set forth in the Issuer’s Form 424B5 Prospectus
filed with the Securities and Exchange Commission on August 4, 2020
|
CUSIP
No.
|
88875G101**
|
|
Page
5 of 9
|
Item
1(a).
|
|
Name of Issuer:
Tiziana Life Sciences plc (the “Issuer”)
|
|
|
|
Item
1(b).
|
|
Address
of Issuer’s Principal Executive Offices:
3rd Floor, 11-12 St. James’s Square
London,
England SW1Y4LB
|
|
|
|
Item
2(a).
|
|
Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital
Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered
by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities,
owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities
owned by, the Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer
for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section
13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other
person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of
any group with respect to the Issuer or any securities of the Issuer.
|
|
|
|
|
|
|
Item
2(b).
|
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
The
address of the principal business office of each of the reporting person is
152 West 57 Street, FL 20, New York, NY 10019
|
|
|
|
Item
2(c).
|
|
Citizenship:
|
|
|
See
Item 4 on the cover page(s) hereto.
|
|
|
|
|
|
|
Item
2(d).
|
|
Title
of Class of Securities:
|
|
|
Ordinary
Shares, nominal value £0.03 per share
|
|
|
|
|
|
|
Item
2(e).
|
|
CUSIP
Number: 88875G101**
|
|
|
|
|
|
|
Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
|
(a)
|
☐
|
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(c)
|
☐
|
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
CUSIP
No .
|
88875G101**
|
|
Page
6 of 9
|
|
(f)
|
☐
|
An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A
parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
Item
4.
|
Ownership.
|
|
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
The
information as of the date of the events which requires filing of this statement required by Items 4(a) – (c) is
set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference
for each such Reporting Person. The percentage set forth in line 11 of the cover page for each Reporting Person is based
on 190,559,823 Ordinary Shares issued and outstanding as of August 2, 2020,
as set forth in the Issuer’s Form 424B5 Prospectus filed with the Securities and Exchange Commission on August 4,
2020.
|
|
|
CUSIP
No .
|
88875G101**
|
|
Page
7 of 9
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
|
|
|
Item 6.
|
Ownership of
More than Five Percent on Behalf of Another Person.
|
|
Not applicable
|
|
|
|
|
Item 7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
|
|
Not applicable
|
|
|
|
|
Item 8.
|
Identification
and Classification of Members of the Group.
|
|
Not applicable
|
|
|
|
|
Item 9.
|
Notice of Dissolution
of Group.
|
|
Not applicable
|
|
|
|
|
Item 10.
|
Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Dated:
|
August 11, 2020
|
|
|
|
Altium Capital Management, LP
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
CEO
|
|
|
|
|
Altium Growth Fund, LP
|
|
|
|
|
By:
|
Altium Growth GP, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
Signature:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
Managing Member of Altium Growth GP, LLC
|
|
|
|
|
Altium Growth GP, LLC
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
Managing Member
|
|
|
|
EXHIBIT
INDEX
Page
8 of 9
EXHIBIT 1: Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
Members
of Group
Page
9 of 9
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO SECTION 240.13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and
that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the
necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons,
except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
|
Dated:
|
August 11, 2020
|
|
|
|
Altium Capital Management, LP
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
CEO
|
|
|
|
|
Altium Growth Fund, LP
|
|
|
|
|
By:
|
Altium Growth GP, LLC
|
|
Its:
|
General Partner
|
|
|
|
|
Signature:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
Managing Member of Altium Growth GP, LLC
|
|
|
|
|
Altium Growth GP, LLC
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
Name:
|
Jacob Gottlieb
|
|
Title:
|
Managing Member
|
|
|
|
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