Tiziana Life Sciences Ltd 6-K, filed Aug 26, 2020
Tiziana Life Sciences Ltd (TLSA)
About this 6-K
Tiziana Life Sciences Ltd filed this 6-K on August 26, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
August 2020
Commission File Number: 0001723069
Tiziana Life Sciences plc
(Exact Name of Registrant as Specified in Its Charter)
3rd Floor,
11-12 St James’s Square
London SW1Y 4LB
United Kingdom
(Address of registrant’s principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On August 26, 2020, Tiziana Life Sciences plc (the “Company”) issued a regulatory news service announcement in the United Kingdom announcing the Grant of options – Director dealings (the “RNS Announcement”).
The RNS Announcement is furnished herewith as Exhibit 99.1 to this Report on Form 6-K. The information in the attached Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIZIANA LIFE SCIENCES PLC | |||
| Date: August 26, 2020 | By: | /s/ Kunwar Shailubhai | |
| Name: | Kunwar Shailubhai | ||
| Title: | Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Regulatory News Service Announcement, dated August 26 2020 |
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Exhibit 99.1
Tiziana Life Sciences PLC
(“Tiziana” or the “Company”)
Grant of options – Director dealings
London/New York, 26 August, 2020 – Tiziana Life Sciences plc (Nasdaq: TLSA; AIM: TILS) (“Tiziana” or the “Company”), a biotechnology company focused on innovative therapeutics for oncology, inflammation and infectious diseases, announces that the board of directors of the Company (the “Board” or “Directors”), with Mr Simon and Mr Brancaccio absenting themselves on grounds of interest, has awarded the following options on 25 August 2020.
(a) Willy Simon
Mr Simon has been awarded options to acquire 250,000 ordinary shares in the capital of the Company. The options are exercisable at a price of 147.5 pence per share (being the mid-market closing price of the Company’s shares traded on AIM on 25 August 2020). The options will vest in equal tranches over four years beginning on the date of grant, subject to attainment of the criteria set out below. Mr Simon has no existing interests in ordinary shares in the capital of the Company.
The options would vest over 4 years and in tranches so that each tranche would vest on a standalone or aggregated basis should the total shareholder return in each financial year be equal to, or exceed, 10%, as reported in the annual report and accounts for the Company for the relevant financial year and the first measurement period being in respect of the financial year ended 31 December 2020, with the decision as whether vesting had occurred to be taken on the business day following the publication of the relevant financial results.
The criteria for vesting are designed to align with shareholder interests and only to vest if shareholders benefit from enhanced value creation. The criteria of total shareholder return has been used as a performance benchmark on the basis that it is a figure which is independently audited annually.
(b) John Brancaccio
Mr Brancaccio has been awarded options to acquire 250,000 ordinary shares in the capital of the Company. The options are exercisable at a price of 147.5 pence per share (being the mid-market closing price of the Company’s shares traded on AIM on 25 August 2020). The options will vest in equal tranches over four years beginning on the date of grant, subject to attainment of the criteria set out below. Mr Brancaccio has no existing interests in ordinary shares in the capital of the Company.
The options would vest over 4 years and in tranches so that each tranche would vest on a standalone or aggregated basis should the total shareholder return in each financial year be equal to, or exceed, 10%, as reported in the annual report and accounts for the Company for the relevant financial year and the first measurement period being in respect of the financial year ended 31 December 2020, with the decision as whether vesting had occurred to be taken on the business day following the publication of the relevant financial results.
The criteria for vesting are designed to align with shareholder interests and only to vest if shareholders benefit from enhanced value creation. The criteria of total shareholder return has been used as a performance benchmark on the basis that it is a figure which is independently audited annually.
This information set out below is provided in accordance with Article 19(3) of EU Regulation 596/2014.
| 1. | Details of PDMR / person closely associated | |
| a) | Name |
(i) Willy Simon
(ii) John Brancaccio
|
| 2. | Reason for the notification | |
| a) | Position / status |
(i) Non-Executive Director
(ii) Non-Executive Director
|
| b) | Initial notification /amendment | Initial notification |
| 3. | Details of the issuer | |
| a) | Name | Tiziana Life Sciences plc |
| b) | LEI | 213800CED47HI8PIOB36 |
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a) | Description of the financial instrument | Ordinary Shares of 3p each |
| b) | Identification code of the Financial Instrument | ISIN for Tiziana Life Sciences plc: GB00BKWNZY55 |
| c) | Nature of the transaction | Grant of options |
| d) | Price(s) and volume(s) | Price | Volume |
| (i) 147.5p | (i) 250,000 | ||
| (ii) 147.5p | (ii) 250,000 |
| f) | Date of the transaction | 25 August 2020 |
| g) | Place of the transaction | XLON |
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
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About Tiziana Life Sciences
Tiziana Life Sciences plc is a dual listed (NASDAQ: TLSA & UK AIMS: TILS) biotechnology company that focuses on the discovery and development of novel molecules to treat human diseases in oncology, inflammation and infectious diseases. In addition to milciclib, the Company will be shortly initiating phase 2 studies with orally administered foralumab for Crohn’s Disease and nasally administered foralumab for progressive multiple sclerosis. Foralumab is the only fully human anti-CD3 monoclonal antibody (mAb) in clinical development in the world. This phase II compound has potential application in a wide range of autoimmune and inflammatory diseases, such as Crohn’s Disease, multiple sclerosis, type-1 diabetes (T1D), inflammatory bowel disease (IBD), psoriasis and rheumatoid arthritis, where modulation of a T-cell response is desirable. The company is accelerating development of anti-Interleukin 6 receptor (IL6R) mAb, a fully human monoclonal antibody for treatment of IL6-induced inflammation, especially for treatment of COVID-19 patients.
For further enquiries:
United Kingdom:
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Tiziana Life Sciences plc Gabriele Cerrone, Chairman and founder
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+44 (0)20 7495 2379
|
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Cairn Financial Advisers LLP (Nominated adviser) Liam Murray / Jo Turner
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+44 (0)20 7213 0880
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Optiva Securities Limited (Broker) Robert Emmet |
+44 (0)20 3981 4173
|
United States:
Investors
Dave Gentry, CEO
RedChip Companies Inc.
407-491-4498
dave@redchip.com
For more information go to http://www.tizianalifesciences.com
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