Tiziana Life Sciences Ltd F-3, filed Jan 26, 2021

Tiziana Therapeutics, Inc.

/s/ Kunwar Shailubhai

Authorized U.S. Representative

January 26, 2021

Kunwar Shailubhai

Tiziana Life Sciences Ltd (TLSA)

F-3 2021-01-26

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Added on October 16, 2026

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England and Wales		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Title of each class of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per unit(2)	Proposed maximum aggregate offering price(3)		Amount of registration fee(4)
Ordinary Shares, nominal value £0.03 per share (5)
Warrants
Units
Total	$	250,000,000		$	250,000,000	$	27,275

	●	a base prospectus which covers the offering, issuance and sale by the Registrant of the securities identified above from time to time in one or more offerings, which together shall have an aggregate offering price not to exceed $250,000,000; and

	●	a sales agreement prospectus covering the offering, issuance and sale of up to $100,000,000 of shares of the Registrant’s American Depositary Shares that may be issued and sold under the At Market Issuance Sales Agreement, dated January __, 2021 (the “Sales Agreement”), between the Registrant and B. Riley Securities, Inc.

ABOUT THIS PROSPECTUS	ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	iii

PROSPECTUS SUMMARY	1

RISK FACTORS	7

CAPITALIZATION	8

USE OF PROCEEDS	8

DESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION	8

DESCRIPTION OF THE AMERICAN DEPOSITARY SHARES	27

DESCRIPTION OF WARRANTS	36

DESCRIPTION OF UNITS	38

PLAN OF DISTRIBUTION	38

TAXATION	41

EXPENSES	42

LEGAL MATTERS	42

EXPERTS	42

ENFORCEMENT OF CIVIL LIABILITIES	42

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	43

WHERE YOU CAN FIND MORE INFORMATION	45

	England and Wales	Delaware
Number of Directors	Under the Companies Act, a public limited company must have at least two directors and the number of directors may be fixed by or in the manner provided in a company’s articles of association.	Under Delaware law, a corporation must have at least one director and the number of directors shall be fixed by or in the manner provided in the bylaws.

Removal of Directors	Under the Companies Act, shareholders may remove a director without cause by an ordinary resolution (which is passed by a simple majority of those voting in person or by proxy at a general meeting) irrespective of any provisions of any service contract the director has with the company, provided 28 clear days’ notice of the resolution has been given to the company and its shareholders. On receipt of notice of an intended resolution to remove a director, the company must forthwith send a copy of the notice to the director concerned. Certain other procedural requirements under the Companies Act must also be followed, such as allowing the director to make representations against his or her removal either at the meeting or in writing.	Under Delaware law, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except (i) unless the certificate of incorporation provides otherwise, in the case of a corporation whose board of directors is classified, stockholders may effect such removal only for cause, or (ii) in the case of a corporation having cumulative voting, if less than the entire board of directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he is a part.

Vacancies on the Board of Directors	Under English law, the procedure by which directors, other than a company’s initial directors, are appointed is generally set out in a company’s articles of association, provided that where two or more persons are appointed as directors of a public limited company by a resolution of the shareholders, resolutions appointing each director must be voted on individually.	Under Delaware law, vacancies and newly created directorships may be filled by a majority of the directors then in office (even though less than a quorum) or by a sole remaining director unless (i) otherwise provided in the certificate of incorporation or bylaws of the corporation or (ii) the certificate of incorporation directs that a particular class of stock is to elect such director, in which case a majority of the other directors elected by such class, or a sole remaining director elected by such class, will fill such vacancy.

Annual General Meeting	Under the Companies Act, a public limited company must hold an annual general meeting in each six-month period following its annual accounting reference date.	Under Delaware law, the annual meeting of stockholders shall be held at such place, on such date and at such time as may be designated from time to time by the board of directors or as provided in the certificate of incorporation or by the bylaws.

General Meeting	Under the Companies Act, a general meeting of the shareholders of a public limited company may be called by the directors.	Under Delaware law, special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

	Shareholders holding at least 5% of the paid-up capital of the company carrying voting rights at general meetings (excluding any paid up capital held as treasury shares) can require the directors to call a general meeting and, if the directors fail to do so within a certain period, may themselves (or any of them representing more than one half of the total voting rights of all of them) convene a general meeting.

Notice of General Meetings	Subject to a company’s articles of association providing for a longer period, under the Companies Act, 21 clear days’ notice must be given for an annual general meeting and any resolutions to be proposed at the meeting, Subject to a company’s articles of association providing for a longer period, at least 14 clear days’ notice is required for any other general meetings. In addition, certain matters, such as the removal of directors or auditors, require special notice, which is 28 clear days’ notice. The shareholders of a company may in all cases consent to a shorter notice period, the proportion of shareholders’ consent required being 100% of those entitled to attend and vote in the case of an annual general meeting and, in the case of any other general meeting, a majority in number of the members having a right to attend and vote at the meeting, being a majority who together hold not less than 95% in nominal value of the shares giving a right to attend and vote at the meeting.	Under Delaware law, unless otherwise provided in the certificate of incorporation or bylaws, written notice of any meeting of the stockholders must be given to each stockholder entitled to vote at the meeting not less than 10 nor more than 60 days before the date of the meeting and shall specify the place, date, hour and purpose or purposes of the meeting.

Quorum	Subject to the provisions of a company’s articles of association, the Companies Act provides that two shareholders present at a meeting (in person, by proxy or authorised under the Companies Act) shall constitute a quorum for companies with more than one shareholder.	The certificate of incorporation or bylaws may specify the number of shares, the holders of which shall be present or represented by proxy at any meeting in order to constitute a quorum, but in no event shall a quorum consist of less than one third of the shares entitled to vote at the meeting. In the absence of such specification in the certificate of incorporation or bylaws, a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders.

Proxy	Under the Companies Act, at any meeting of shareholders, a shareholder may designate another person to attend, speak and vote at the meeting on their behalf by proxy.	Under Delaware law, at any meeting of stockholders, a stockholder may designate another person to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A director of a Delaware corporation may not issue a proxy representing the director’s voting rights as a director.

Issue of New Shares	Under the Companies Act, the directors of a company must not exercise any power to allot shares or grant rights to subscribe for, or to convert any security into, shares unless they are authorized to do so by the company’s Articles or by an ordinary resolution of the shareholders. Any authorization given must state the maximum amount of shares that may be allotted under it and specify the date on which it will expire, which must be not more than five years from the date the authorization was given. The authority can be renewed by a further resolution of the shareholders.	Under Delaware law, if the corporation’s certificate of incorporation so provides, the directors have the power to authorize additional stock. The directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive.

Pre-emptive Rights	Under the Companies Act, “equity securities,” being (i) shares in the company other than shares that, with respect to dividends and capital, carry a right to participate only up to a specified amount in a distribution, referred to as “ordinary shares,” or (ii) rights to subscribe for, or to convert securities into, ordinary shares, proposed to be allotted for cash must be offered first to the existing equity shareholders in the company in proportion to the respective nominal value of their holdings, unless an exception applies or a special resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise in each case in accordance with the provisions of the Companies Act.	Under Delaware law, stockholders have no pre-emptive rights to subscribe to additional issues of stock or to any security convertible into such stock unless, and except to the extent that, such rights are expressly provided for in the certificate of incorporation.

Authority to Allot	Under the Companies Act, the directors of a company must not allot shares or grant of rights to subscribe for or to convert any security into shares unless an exception applies or an ordinary resolution to the contrary has been passed by shareholders in a general meeting or the articles of association provide otherwise, in each case in accordance with the provisions of the Companies Act.	Under Delaware law, if the corporation’s charter or certificate of incorporation so provides, the board of directors has the power to authorize the issuance of stock. The board of directors may authorize capital stock to be issued for consideration consisting of cash, any tangible or intangible property or any benefit to the corporation or any combination thereof. In the absence of actual fraud in the transaction, the judgment of the directors as to the value of such consideration is conclusive.

Shareholder Vote on Certain Transactions	The Companies Act provides for schemes of arrangement, which are arrangements or compromises between a company and any class of shareholders or creditors and used in certain types of reconstructions, amalgamations, capital reorganizations or takeovers. These arrangements require:	Generally, under Delaware law, unless the certificate of incorporation provides for the vote of a larger portion of the stock, completion of a merger, consolidation, sale, lease or exchange of all or substantially all of a corporation’s assets or dissolution requires:

	● the approval at a shareholders’ or creditors’ meeting convened by order of the court, of a majority in number of shareholders	● the approval of the board of directors; and

	or creditors or class thereof representing 75% in value, the class of shareholders or creditors, or class thereof present and voting, either in person or by proxy; and ● the approval of the court.	● the approval by the vote of the holders of a majority of the outstanding stock or, if the certificate of incorporation provides for more or less than one vote per share, a majority of the votes of the outstanding stock of the corporation entitled to vote on the matter.

Standard of Conduct for Directors	Under English law, a director owes various statutory and fiduciary duties to the company, including: ● to act in the way he considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole; ● to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly conflicts, with the interests of the company; ● to act in accordance with the company’s constitution and only exercise his powers for the purposes for which they are conferred; ● to exercise independent judgment; ● to exercise reasonable care, skill and diligence; ● not to accept benefits from a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and ● to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	Delaware law does not contain specific provisions setting forth the standard of conduct of a director. The scope of the fiduciary duties of directors is generally determined by the courts of the State of Delaware. In general, directors have a duty to act without self-interest, on a well-informed basis and in a manner they reasonably believe to be in the best interest of the stockholders. Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its stockholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation. In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders.

U.S. Securities and Exchange Commission registration fee	$	27,275
FINRA fee		38,000
Legal fees and expenses		25,000
Accounting fees and expenses		7,500
Other miscellaneous fees and expenses		2,225
Total	$	100,000

		Page
About this Prospectus		S-ii
Cautionary Statement Regarding Forward-Looking Statements		S-iii
Prospectus Summary		S-1
Risk Factors		S-8
Use of Proceeds		S-17
Dilution		S-17
Description Of Share Capital And Articles Of Association		S-18
Description Of The American Depositary Shares		S-36
Material Tax Considerations		S-46
Plan of Distribution		S-52
Legal Matters		S-54
Experts		S-54
Where You Can Find More Information		S-54
Incorporation of Certain Information by Reference		S-55

Securities offered		Ordinary shares represented by ADSs having an aggregate offering price of up to US$100,000,000.

The ADSs		Each ADS represents 2 ordinary shares, nominal value £0.03 per ordinary share.

Depositary		JPMorgan Chase Bank, N.A.

Manner of offering		“At the market offering” that may be made from time to time through or to B. Riley Securities, Inc., as sales agent or principal. See “Plan of Distribution” on page S-52.

Ordinary shares to be outstanding immediately after this offering (1)		[ ] ordinary shares

Use of proceeds		We intend to use net proceeds from this offering (i) to advance the clinical development of Foralumab, (ii) to initiate a trial in HCC patients with Milciclib, (iii) to expedite clinical development of TZLS-501 for coronavirus COVID-19, and (iv) for working capital and other general corporate purposes. See “Use of Proceeds” on page S-17.

Nasdaq Global Market Symbol		Our ADSs are listed on The Nasdaq Global Market under the symbol “TLSA.”

Risk Factors		This investment involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus as well as the other information included in or incorporated by reference in this prospectus for a discussion of risks you should consider carefully before making an investment decision.

Public offering price per ADS		$
Pro forma net tangible book value per ADS as at June 30, 2020	$
Increase in net tangible book value per ADS attributable to purchasers purchasing ADSs in this offering	$
Pro forma, as adjusted net tangible book value per ADS		$
Dilution per ADS to purchasers in this offering		$

	● to act in accordance with the company’s constitution and only exercise his powers for the purposes for which they are conferred; ● to exercise independent judgment; ● to exercise reasonable care, skill and diligence; ● not to accept benefits from a third party conferred by reason of his being a director or doing, or not doing, anything as a director; and ● to declare any interest that he has, whether directly or indirectly, in a proposed or existing transaction or arrangement with the company.	Directors of a Delaware corporation owe fiduciary duties of care and loyalty to the corporation and to its stockholders. The duty of care generally requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. In general, but subject to certain exceptions, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Delaware courts have also imposed a heightened standard of conduct upon directors of a Delaware corporation who take any action designed to defeat a threatened change in control of the corporation.

		In addition, under Delaware law, when the board of directors of a Delaware corporation approves the sale or break-up of a corporation, the board of directors may, in certain circumstances, have a duty to obtain the highest value reasonably available to the stockholders.

Shareholder Litigation	Under English law, generally, the company, rather than its shareholders, is the proper claimant in an action in respect of a wrong done to the company or where there is an irregularity in the company’s internal management. Notwithstanding this general position, the Companies Act provides that (i) a court may allow a shareholder to bring a derivative claim (that is, an action in respect of and on behalf of the company) in respect of a cause of action arising from a director’s negligence, default, breach of duty or breach of trust and (ii) a shareholder may bring a claim for a court order where the company’s affairs have been or are being conducted in a manner that is unfairly prejudicial to some of its shareholders.	Under Delaware law, a stockholder may initiate a derivative action to enforce a right of a corporation if the corporation fails to enforce the right itself. The complaint must: ● state that the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiffs shares thereafter devolved on the plaintiff by operation of law; and ● allege with particularity the efforts made by the plaintiff to obtain the action the plaintiff desires from the directors and the reasons for the plaintiff’s failure to obtain the action; or ● state the reasons for not making the effort. Additionally, the plaintiff must remain a stockholder through the duration of the derivative suit. The action will not be dismissed or compromised without the approval of the Delaware Court of Chancery.

Exhibit No.		Exhibit Description
1.1**		Form of Underwriting Agreement
1.2+		At Market Issuance Sales Agreement dated ___, 2021 between Tiziana Life Sciences plc and B. Riley Securities, Inc.
3.1		Memorandum and Articles of Association of Tiziana Life Sciences plc (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Form F-1 filed on August 23, 2018).
4.1		[Form of Deposit Agreement (incorporated by reference to Exhibit 4.1 to Amendment No. 2 to Form F-1 filed on September 25, 2018).]
4.2		Form of Amendment No. 1 to Deposit Agreement (incorporated by reference to Exhibit 99(A)(2) to Form F-6 POS filed on October 8, 2019).
4.3		Form of Amendment No. 2 to Deposit Agreement (incorporated by reference to Exhibit 99(A)(3) to Form F-6 POS filed on July 14, 2020).
4.4		Form of American Depositary Receipt (incorporated by reference to Exhibit 99(A)(4) to Form F-6 POS filed on August 27, 2020).
4.5**		Form of ADS Warrant Agent Agreement.
4.6**		Form of Global Warrant to Purchase ADSs (included in Exhibit 4.3)
4.7**		Form of Unit Agreement (including form of Unit Certificate).
5.1+		Opinion of Orrick, Herrington & Sutcliffe (UK) LLP
23.1*		Consent of Mazars LLP
23.2+		Consent of Orrick, Herrington & Sutcliffe (UK) LLP (included in Exhibit 5.1)
24.1		Power of Attorney (included on signature page to this registration statement)

	TIZIANA LIFE SCIENCES PLC

	By:	/s/ Kunwar Shailubhai
		Kunwar Shailubhai, Chief Executive Officer

Signature	Title	Date

/s/ Kunwar Shailubhai	Chief Executive Officer and Director	January 26, 2021
Kunwar Shailubhai	(Principal Executive Officer)

/s/ Keeren Shah	Finance Director	January 26, 2021
Keeren Shah	(Principal Financial Officer and Principal Accounting Officer)

/s/ Gabriele Cerrone	Executive Chairman	January 26, 2021
Gabriele Cerrone

/s/ Willy Simon	Director	January 26, 2021
Willy Simon

/s/ John Brancaccio	Director
John Brancaccio		January 26, 2021