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Tiziana Lifesciences Announces intention to demerge its StemPrintER Genomics-Based Personalized Medicine business as a separate listed company.

New York and London, May 22, 2020 - Tiziana Life Sciences plc (NASDAQ: TLSA, AIM: TILS), a clinical stage biotechnology company developing targeted drugs for cancer, inflammatory diseases and COVID-19, today announces that it intends to demerge its StemPrintER and SPARE (together "StemPrintER") genomics-based personalized medicine businesses into a separate company and effect a capital reduction to facilitate the spin-out and listing of StemPrintER as an independent entity.
Following the Company's recent announcement concerning the trial conducted by scientists from the European Institute of Oncology in Milan in collaboration with the Royal Marsden Hospital and Queen Mary University in London on the Company's stem cell biology-based genomic tool, StemPrintER, for the prediction of disease recurrence in breast cancer patients, the Company's Board, which has been considering options for StemPrintER for some time, is pleased to announce that they consider that the results of the trial and the progress made substantiate the viability of StemPrintER as having the potential to be a standalone business and accordingly intend to proceed with steps for a spin-out, by way of demerger, and listing on a public market of a new independent genomics-based personalized medicine company focused on the StemPrintER business.
The rationale of this decision is that, as a standalone genomics-based personalized medicine company and separate legal entity, StemPrintER could:
· Secure separate financial resources, with the goal of enabling accelerated development of the StemPrintER genomic test;
· Separate StemPrintER from Tiziana's biotechnology and pharmaceutical businesses so it may focus on the personalized medicine market; and
· Allow Shareholders to benefit from both Tiziana's rapidly developing drug portfolio and the standalone value of StemPrintER as it progresses through its own development milestones and the path to commercialization and allow shareholders to receive the maximum potential value from StemPrintER as a standalone entity.

It seems like yesterday!!!
Sp opened @84p, high - 104, low - 86.5p, Closed - 96p
Before the 13th May, we were trading below 70p, as StemPrintER wasn't reflected in the SP.
So over nearly 14 months we have gained almost 5% @ 73p.
But we do/will have Acustem with a separate pricing. @ £1 big smiley face, @ 25p :-(

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Hi Deny11.
That was from my II share dealing account, which is a nominee account. TILS will see II as holding X shares and will issue them the shares. II will then distribute those shares to the accounts as per the register on the record date.
I can only guess that Acustem will get ticker code for the Nasdaq and the account will be adjusted 2 for 1 to reflect ADR's, as their will be no FTSE ticker.
Nominee account vs Crest Account:
Nominee services provide the ability to hold shares electronically, but they do not retain the direct, personal link to the Companies as the Nominee company stands between the shareholder and the Company. CREST Personal Membership allows you to retain the direct link to a company.

I think you pay a premium for Crest Account either directly or indirectly.
It will hopefully become clearer from tomorrow to the 19th July 21

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'Tiziana Life Sciences plc demerger of Accustem share update

Terms: 1 new share in AccuStem for each Tiziana Life Sciences plc share held
Ex-entitlement date: 2nd November 2020

We have received further information regarding the Tiziana Life Sciences and in AccuStem demerger however, this has not yet been confirmed by the company registrar nor UK Settlement depository.

Accustem Sciences Limited have announced the completion of the in-specie distribution and spin out of Accustem from Tiziana Life Sciences plc. If your Ordinary shares in Tiziana Life Sciences plc were held on the UK listing, you should receive the new Accustem shares on or after the 8th July 2021. Accounts will be updated upon receipt of the stock from the company.'

ATB

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https://twitter.com/GMB/status/1412300361809924099
It's getting out there!

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https://twitter.com/GMB/status/1412300361809924099
It's getting out there!

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Sir Jackie Stewart talking on GMB.
I wonder if he's aware of Foralumab and it's future trials.
Lets get it out there, TILS PR machine, take note.

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A couple of Analyst research notes,:
https://www.biotech-capital.com/companies/news/921296/hc-wainwrights-raghuram-selvaraju-says-tiziana-life-sciences-plc-worth-us25-a-share-alzheimers-represents-massive-market-921296.html
This was issued when there was 5 shares per ADR. $25 target, equivalent to $10 for current ADR's

https://www.proactiveinvestors.co.uk/companies/news/938836/tiziana-life-sciences-wall-street-s-hc-wainwright-repeats--buy--call-and-us11-price-target-after-covid-trial-completion-and-hiring-of-heavy-hitting-chief-medical-officer-938836.html

A 10% increase from previous target of $10 and game changing opportunities with the pipeline.

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Busymum, I used my wife's Halifax ISA account to purchase TLSA ADR's when there was a massive disparity in the Nasdaq price, I sold them when TLSA spiked up and bought TILS. She has no entitlement to Acustem as this was earlier this year. However Halifax definitely trade TLSA (ADR's) in a normal trading account and in your ISA.

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No trading on Nasdaq

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I think they will issue 102m ADR's to cover the fully diluted shares in issue (warrants etc outstanding = 204m shares).
I believe they cost $0.05, so initial cost to issue 102m ADR's is $5.1m
They will have 148m ADR's left to issue at a cost of $0.05 for cash raising etc. The price they are issued to the market/II's is a different price.
Fom StarKnight's link: https://www.sec.gov/Archives/edgar/data/0001850767/000138713121006805/accu-f6_062221.htm
Under the section - Calculation of registration fees.
Amount of registration Fee - $1353.75
Proposed maximum aggregate offering price = $12.5m (Note 2 - Estimated solely for the purpose of calculating the registration fee.) The cost if all ADR's were issued.
They may issue 150m ADR's, 102m to cover share holders and 48m to II's to raise cash. If that raise happened @ 50p we could initially be valued at £150m with £24m in cash in he bank, minus fees. (50p x 300m shares in issue).
All IMHO

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I guess the US of A are not that impressed with the RNS.

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Stims
I think the listing and trading will be this month as that 4-6 week period started a while ago. IMHO.
From the SEC Filing:
' Accustem Sciences Ltd. has filed with the Commission a registration statement pursuant to Section 12(g) of the Securities Exchange Act of 1934 relating to its American Depositary Shares.
Accustem Sciences Ltd. requests that the registration statement be made effective prior to the expiration of sixty days after filing with the Commission.
The request for acceleration, which if granted would subject the registration statement to Section 18 of the Act sooner than it would be otherwise, appears to be appropriate in the public interest and for the protection of investors. Therefore, it is ORDERED that the registration statement shall become effective immediately.
For the Commission, by the Division of Corporation Finance, pursuant to delegated authority.
Suzanne Hayes
Office Chief'

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I agree Bob.
I'm in the red by £23k for TILS.
If Acustem lists at 50p, I''m £8k down.
Now holding 62k shares, so a 13p rise would see me at break even.
It's getting interesting, even though most of the regular big posters have disappeared over the last few months or post very infrequently. Some are even negative due to Acustem delay and understandably so.
Lets hope it proves to be a valuable asset and worth the wait.

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pms-Thanksf or posting the info.
That's good news and we have a week left of the 'two weeks to news' stated by GC at the AGM last Friday.
Q3 was mentioned in a broker note, so pleasantly surprised that it appears to be early Q3 than late Q3 or another missed timescale.

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The Zack's research note indicates 220m shares in issue for 2021(estimated) and 260m Shares in issue (estimated) on the financials section.
I still think it's a ridiculous valuation for 2027/2028 @$7.50. It's about 20% YoY growth, better than a savings account, but not why I'm in TILS.

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A

We don't do timescales that mean anything when relating to TILS.
From the RNS: The Company also confirms that it has re-activated its strategic plan to redomicile to Bermuda; shareholders will receive further information in due course.

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keysersoze: These were posts made in relation to the move to Bermuda:
Turgut: All good GC making big gains as long as we make a little something. Tiziana Will make strides very very soon imho, a lot going on for it not to
Daveri007: To be fair, you only really need to be concerned with tax sheltering when you know you are sitting on something "very very big!" All good and prudent planning as far as I am concerned. ATB

Hope this allays your concerns.

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If Foralumab is successful in just one areas that it is expecting to treat. $8 will be a distant memory.
They are massive markets.

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I have an entitlement to Acustem due, as I held at the correct point in time.
I am dissapointed how the BoD have handled this Demerger.
However, I remain invested in TILS due to the pipeline that remains in its portfolio of treatments. If they are successful, it will not matter who is on the BoD.
The price will go high.

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Cuddles48 - I agree , however, sentiment from Acustem holders, as per Ledderjack's comment:
I have lost all faith with regard Accustem and in turn with this company. They will need to pull something out of the accustem hat pretty quickly and of an impressive nature to restore it.

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