Tiziana Life Sciences Announces Registered Direct Offering of up to approximately $10 Million

Rhea-AI Summary

Tiziana Life Sciences announced a registered direct offering of 5,263,158 common shares at $0.95 per share, raising approximately $5 million in gross proceeds. The company also issued an option for investors to acquire an additional 5,263,158 shares at the same price within 75 days, potentially raising another $5 million. The proceeds will fund Phase 2a clinical trials for intranasal foralumab in multiple sclerosis patients, accelerate Alzheimer's disease research, develop foralumab for other indications, and support working capital needs. The offering is expected to close around November 1, 2024.

Positive

• Secured immediate funding of $5 million through share offering
• Potential for additional $5 million through investor option
• Funds allocated to advance Phase 2a clinical trials and expand research

Negative

• Share dilution through issuance of 5,263,158 new shares
• Additional potential dilution of 5,263,158 shares if option exercised
• Offering price of $0.95 per share indicates significant discount to market

Insights

Financial Analyst

This $10 million registered direct offering signals significant dilution for existing shareholders, with $5 million immediate funding at $0.95 per share and an option for an additional $5 million. The offering price represents a substantial discount to recent trading levels, which could pressure the stock in the near term. However, the funding strengthens the company's cash position for advancing its intranasal foralumab clinical programs, particularly in multiple sclerosis and Alzheimer's disease. With a market cap of just $122 million, this capital raise represents about 8.2% dilution initially, potentially rising to 16.4% if the full option is exercised. The use of a registered direct offering suggests urgency in securing funding, though the structure provides some flexibility with the optional second tranche.

Medical Research Analyst

The strategic allocation of funds toward advancing intranasal foralumab's Phase 2a trial in secondary progressive multiple sclerosis (SPMS) and Alzheimer's disease development represents a important milestone. Intranasal delivery offers potential advantages in targeting neurological conditions by bypassing the blood-brain barrier. The focus on non-active SPMS is particularly noteworthy as there are effective treatment options for this patient population. The expansion into Alzheimer's disease could significantly broaden the therapeutic potential of foralumab, though this will require substantial additional resources and time for clinical validation. The funding should help accelerate these critical clinical programs, potentially leading to important efficacy data in these high-value therapeutic areas.

Includes initial funding of approximately $5 million, as well as the option for additional proceeds of approximately $5 million

NEW YORK, Oct. 30, 2024 (GLOBE NEWSWIRE) -- Tiziana Life Sciences, Ltd. (Nasdaq: TLSA) (“Tiziana” or the “Company”), a biotechnology company developing breakthrough immunomodulation therapies with its lead development candidate, intranasal foralumab, a fully human, anti-CD3 monoclonal antibody, today announced that it has entered into a securities purchase agreement for the purchase and sale of 5,263,158 common shares at a purchase price of $0.95 per share pursuant to a registered direct offering, resulting in gross proceeds of approximately $5 million, before deducting placement agent commissions and other offering expenses. The closing of the offering is expected to occur on or about November 1, 2024, subject to the satisfaction of customary closing conditions.

In addition, the Company has issued the investor an option to acquire up to an additional 5,263,158 common shares at a price of $0.95 per share until the date that is 75 days from the date of the closing of the offering, resulting in additional gross proceeds of up to approximately $5 million, at the election of the investor.

The Company intends to use the net proceeds from the offering towards (i) its Phase 2a clinical trial for the intranasal delivery of foralumab in patients with non-active secondary progressive multiple sclerosis, (ii) expediting the clinical development of foralumab in Alzheimer’s disease, (iii) developing foralumab for other indications, and (iv) for working capital and other general corporate purposes.

Titan Partners Group, a division of American Capital Partners is acting as the sole placement agent for the offering.

This offering is being made pursuant to an effective shelf registration statement on Form F-3 (File No. 333-252441) previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on March 3, 2022. The offering is made only by means of a prospectus supplement, which will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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.

About Tiziana Life Sciences

Tiziana Life Sciences is a clinical-stage biopharmaceutical company developing breakthrough therapies using transformational drug delivery technologies to enable alternative routes of immunotherapy. Tiziana’s innovative nasal approach has the potential to provide an improvement in efficacy as well as safety and tolerability compared to intravenous (IV) delivery. Tiziana’s lead candidate, intranasal foralumab, which is the only fully human anti-CD3 mAb currently in clinical development, has demonstrated a favorable safety profile and clinical response in patients in studies to date. Tiziana’s technology for alternative routes of immunotherapy has been patented with several applications pending and is expected to allow for broad pipeline applications.

For more information about Tiziana Life Sciences and its innovative pipeline of therapies, please visit www.tizianalifesciences.com

Forward-Looking Statements

Certain statements made in this announcement are forward-looking statements. 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. 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. 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. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and other factors described more fully in the section entitled ‘Risk Factors’ in Tiziana’s Annual Report on Form 20-F for the year ended December 31, 2023, and other periodic reports filed with the Securities and Exchange Commission. 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 inquiries:

Tiziana Life Sciences Ltd
Paul Spencer, Business Development and Investor Relations
+44 (0) 207 495 2379
email: info@tizianalifesciences.com

FAQ

How much money did Tiziana Life Sciences (TLSA) raise in their October 2024 offering?

Tiziana Life Sciences raised approximately $5 million initially, with the potential for an additional $5 million through an investor option, totaling up to $10 million.

What is the share price for Tiziana Life Sciences (TLSA) October 2024 offering?

The shares were offered at $0.95 per share in the registered direct offering.

How will Tiziana Life Sciences (TLSA) use the proceeds from their 2024 offering?

The proceeds will fund Phase 2a clinical trials for intranasal foralumab in multiple sclerosis, Alzheimer's disease research, development of foralumab for other indications, and working capital.

When will Tiziana Life Sciences (TLSA) 2024 offering close?

The offering is expected to close on or about November 1, 2024, subject to customary closing conditions.