NEW YORK and LONDON, March 11,
2020 /PRNewswire/ -- Tiziana Life Sciences plc (NASDAQ:
TLSA) (AIM: TILS) (the "Company" or "Tiziana"), a
U.S. and U.K. biotechnology company that focuses on the discovery
and development of novel molecules to treat human disease in
oncology and immunology, today announced the pricing of its
underwritten follow-on public offering (the "Offering") of
American Depositary Shares ("ADSs") on the NASDAQ Global
Market. Tiziana will issue 3,333,333 ADSs (representing 16,666,665
new ordinary shares of nominal value £0.03 each in the capital of
the Company ("Ordinary Shares")) at a price to the public of
$3.00 per ADS raising gross proceeds
of approximately $10 million (before
deducting underwriting discount, commissions and offering
expenses). Each ADS offered represents five (5) Ordinary Shares. In
addition, Tiziana has granted the underwriters a 45-day option to
purchase up to an additional 500,000 ADSs on the same terms and
conditions (the "Option"). All ADSs to be sold in the
Offering will be offered by the Company. The number of Ordinary
Shares represented by ADSs comprised in the Offering (including by
way of the exercise of the Option) will be within existing
shareholder authorities.
ThinkEquity, a division of Fordham Financial Management, Inc.,
is acting as the sole book-running manager for the Offering.
The closing of the Offering is expected to occur on March 16, 2020, subject to customary closing
conditions.
Tiziana intends to use the net proceeds received from this
Offering (i) to advance the clinical development of Foralumab for
Crohn's Disease and progressive multiple sclerosis, (ii) to
expedite clinical development of TZLS-501 for coronavirus COVID-19,
and (iii) for working capital and other general corporate
purposes.
Tiziana's Ordinary Shares are admitted to trading on AIM, a
market of the London Stock Exchange plc ("AIM"), under the
symbol "TILS". The ADSs are listed for trading on the Nasdaq Global
Market under the symbol "TLSA".
This Offering is being made pursuant to a registration statement
on Form F-3, as amended (File No. 333-236013), previously filed
with the U.S. Securities and Exchange Commission (the "SEC"), which
became effective on February 6,
2020.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. A preliminary
prospectus supplement and accompanying base prospectus relating to
this offering have been filed with the SEC and are available
at the SEC's website at http://www.sec.gov. Before investing
in Tiziana's securities, you should read the preliminary prospectus
supplement and the accompanying base prospectus and the documents
incorporated by reference therein for information about Tiziana and
this Offering. A final prospectus supplement related to the
Offering will also be filed with the SEC.
Copies of the final prospectus supplement and accompanying
prospectus relating to the offering, when available, may be
obtained from ThinkEquity, a division of Fordham Financial
Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at
(877) 436-3673, by email
at prospectus@think-equity.com. Electronic copies of
the final prospectus supplement and accompanying prospectus will
also be available on the SEC's website
at http://www.sec.gov.
In conformity with DTR 5.6.1, the Company notifies that as at
the date of this announcement, it has a single class of shares in
issue being Ordinary Shares and that following the issue of the
Ordinary Shares to be issued in the Offering (excluding any to be
issued pursuant to the Option), the total number of Ordinary Shares
in issue will be 153,321,181. There are no Ordinary Shares
held in treasury. Each Ordinary Share entitles the holder to
a single vote at general meetings of the Company.
Application will be made to the London Stock Exchange for the
Ordinary Shares to be admitted to trading on AIM ("Admission").
Admission is expected to occur on or around 17 March 2020.
The figure of 153,321,181 Ordinary Shares may be used by
shareholders (and others with notification obligations) as the
denominator for the calculations by which they will determine
whether they are required to notify their interest in, or a change
to their interest in, the Company under the Financial Conduct
Authority's Disclosure Guidance and Transparency Rules.
Following admission of the Ordinary Shares to be issued in the
Offering (excluding any to be issued pursuant to the Option), the
fully diluted issued share capital of the Company will consist of
179,148,059 Ordinary Shares.
The person who arranged for the release of this announcement on
behalf of the Company was Tiziano
Lazzaretti, Chief Financial Officer of Tiziana.
About Tiziana Life Sciences plc
Tiziana Life Sciences is a UK biotechnology company that focuses
on the discovery and development of novel molecules to treat human
disease in oncology and immunology. We believe Foralumab is the
only fully human anti-CD3 mAb in clinical development in the world.
This compound has potential application in a wide range of
autoimmune and inflammatory diseases, such as NASH, primary biliary
cholangitis (PBS), ulcerative colitis, MS, type-1 diabetes (T1D),
inflammatory bowel disease (IBD), psoriasis and rheumatoid
arthritis, where modulation of a T-cell response is desirable.
For readers in the European Economic Area
In any member state in the European Economic Area (each, a
"Member State"), this announcement is only addressed to and
directed at qualified investors in that Member State within the
meaning of the Prospectus Regulation. The term "Prospectus
Regulation" means Regulation (EU) 2017/1129.
For readers in the United
Kingdom
This announcement, in so far as it constitutes an invitation or
inducement to enter into investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000, as
amended) in connection with the securities which are the subject of
the Offering described in this announcement or otherwise, is being
directed only at (i) persons who are outside the United Kingdom or (ii) persons who have
professional experience in matters relating to investments who fall
within Article 19(5) ("Investment professionals") of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") or (iii) certain high value
persons and entities who fall within Article 49(2)(a) to (d) ("High
net worth companies, unincorporated associations etc.") of the
Order; or (iv) any other person to whom it may lawfully be
communicated (all such persons in (i) to (iv) together being
referred to as "relevant persons"). The ADSs offered in the
Offering are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such ADSs
will be engaged in only with relevant persons. Any person who is
not a relevant person should not act or rely on this announcement
or any of its contents.
For distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles
9 and 10 of Commission Delegated Directive (EU) 2017/593
supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the ADSs offered in the Offering have been
subject to a product approval process, which has determined that
the ADSs offered in the Offering are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target
Market Assessment, distributors should note that: the price of the
ADSs offered in the Offering may decline and investors could lose
all or part of their investment; the ADSs offered in the Offering
offer no guaranteed income and no capital protection; and an
investment in the ADSs offered in the Offering is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Offering. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, ThinkEquity will only procure investors
who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to, the ADSs offered in
the Offering.
ThinkEquity, a division of Fordham Financial Management, Inc.,
is responsible for undertaking its own Target Market Assessment in
respect of the ADSs offered in the Offering and determining
appropriate distribution channels.
Forward-Looking Statements
Certain statements made in this announcement are forward-looking
statements including with respect to the creation of a trading
market for ADSs representing the Ordinary Shares in the United States and the intended use of
proceeds from the Offering. These forward-looking statements are
not historical facts but rather are based on the Company's current
expectations, estimates, and projections about its industry; its
beliefs; and assumptions. Words such as 'anticipates,'
'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,'
and similar expressions are intended to identify forward-looking
statements and include statements regarding the anticipated use of
proceeds and the anticipated closing. These statements are not
guarantees of future performance and are subject to known and
unknown risks, uncertainties, and other factors, some of which are
beyond the Company's control, are difficult to predict, and could
cause actual results to differ materially from those expressed or
forecasted in the forward-looking statements including market
conditions, whether the proposed offering is completed and the
satisfaction of customary closing conditions related to the
proposed offering. The Company cautions security holders and
prospective security holders not to place undue reliance on these
forward-looking statements, which reflect the view of the Company
only as of the date of this announcement. The forward-looking
statements made in this announcement relate only to events as of
the date on which the statements are made. The Company will not
undertake any obligation to release publicly any revisions or
updates to these forward-looking statements to reflect events,
circumstances, or unanticipated events occurring after the date of
this announcement except as required by law or by any appropriate
regulatory authority.
For further enquiries:
Tiziana Life
Sciences plc
Gabriele Cerrone,
Chairman and founder
|
+44 (0)20 7493
2853
|
ThinkEquity, a division of Fordham
Financial Management, Inc.
Ramnarain Jaigobind
/ Priyanka Mahajan
|
(877) 436-3673
|
Cairn Financial
Advisers LLP (Nominated adviser)
Liam Murray / Jo
Turner
|
+44 (0)20 7213
0883
|
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SOURCE Tiziana Life Sciences plc