Tiziana Life Sciences Announces Closing of Oversubscribed $8.8 Million Registered Direct Offering of Ordinary Shares

Tiziana Life Sciences (Nasdaq: TLSA) closed an oversubscribed registered direct offering of 7,040,000 ordinary shares at $1.25 per share, raising gross proceeds of approximately $8.8 million.

Rhea-AI Summary

Tiziana Life Sciences (Nasdaq: TLSA) closed an oversubscribed registered direct offering of 7,040,000 ordinary shares at $1.25 per share, raising gross proceeds of approximately $8.8 million. Each share issued includes a warrant exercisable at $1.50 through July 16, 2026, which could yield up to ~$10.56 million in additional gross proceeds if fully exercised.

The offering was conducted without an underwriter and was subscribed by senior management and existing shareholders, including CEO Ivor Elrifi who bought 2,400,000 shares and increased his total to 2,757,848 shares, and Executive Chairman Gabriele Cerrone who bought 1,600,000 shares raising his total to 44,974,830 shares. Proceeds are intended to complete Phase 2 na-SPMS and MSA trials and deliver topline data readouts.

Positive

• Gross proceeds of $8.8M from the offering
• Warrants could generate up to $10.56M if fully exercised by July 16, 2026
• Proceeds designated to complete Phase 2 na-SPMS and MSA trials and achieve topline data

Negative

• Issued 7,040,000 new shares creating immediate shareholder dilution
• Potential additional dilution if warrants raise up to $10.56M upon exercise

Argus Jan 16 session

+15.86% close to close Open Argus

Details

News Market Reaction – TLSA

On Jan 16, the day this news came out, TLSA closed 15.86% above the previous close.

Data tracked by StockTitan Argus for the Jan 16 session.

Market Context

On Jan 16, the day this news came out, the stock closed 15.9% above the previous close. A strong pos...

Analysis

On Jan 16, the day this news came out, the stock closed 15.9% above the previous close. A strong positive reaction aligns with management’s deep participation and the targeted use of proceeds. The company raised $8.8 million at $1.25 per share plus warrants at $1.50, with CEO and Chairman buying substantial stakes. Past news has sometimes shown gains on insider and clinical updates, but equity financings can still introduce dilution risk once enthusiasm fades.

Key Figures

Gross proceeds: $8.8 million Shares offered: 7,040,000 ordinary shares Offering price: $1.25 per share +5 more

Gross proceeds

$8.8 million

Registered direct offering of ordinary shares

Shares offered

7,040,000 ordinary shares

Company best efforts registered direct

Offering price

$1.25 per share

Registered direct offering price

Warrant exercise price

$1.50 per share

One warrant per share, exercisable until July 16, 2026

Potential warrant proceeds

$10.56 million

Additional gross proceeds if all warrants exercised

CEO shares purchased

2,400,000 shares

Participation by CEO in the offering

CEO total holding

2,757,848 shares

Post-offering CEO ownership level

Chairman shares purchased

1,600,000 shares

Purchased via Panetta Partners Ltd

Historical Context

5 past events · Latest: Jan 09

5 events

1. Jan 09

   Conference presentation

   24h Move

   -3.4%

   Announcement of CEO presentation at Neuroscience Innovation Forum.

2. Dec 29

   Safety update

   24h Move

   +4.7%

   FDA safety report showing 37.4 patient-years with no serious events.

3. Dec 19

   Insider share purchase

   24h Move

   +5.6%

   Executive Chairman increased stake via open-market share purchase.

4. Dec 17

   Nasdaq bell event

   24h Move

   -5.8%

   Nasdaq Closing Bell ceremony highlighting foralumab program.

5. Dec 17

   Clinical trial milestone

   24h Move

   -5.8%

   First patient dosed in Phase 2 Alzheimer’s trial of intranasal foralumab.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, warrant, phase 2, clinical trials, +4 more

8 terms

registered direct offering financial

"closing of its previously announced Company best efforts registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrant financial

"participants will receive one warrant entitling the holder to subscribe"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

phase 2 medical

"enable the company to complete its Phase 2 na-SPMS and MSA clinical trials"

Phase 2 is the mid-stage clinical trial where a new drug or treatment is tested in a larger group of patients to see if it works and to keep checking safety after initial human testing. Think of it as a field test that proves whether a product actually delivers its promised benefit. Investors watch Phase 2 closely because its results strongly influence a medicine’s chances of reaching the market, the size of its potential sales, and the company’s valuation.

clinical trials medical

"complete its Phase 2 na-SPMS and MSA clinical trials, and achieve top line data"

Clinical trials are carefully controlled studies that test whether a new drug, device or treatment is safe and effective in people, moving through successive stages that increase the number of participants and the rigor of testing. Investors care because trial outcomes determine whether a product can be approved and sold, shaping a company’s future revenue, valuation and risk profile—think of it as proof-of-concept testing that decides if a prototype becomes a market-ready product.

form f-3 regulatory

"pursuant to a shelf registration statement on Form F-3 (File No. 333-286064)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"The Offering is being made only by means of a prospectus supplement and the accompanying"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"prospectus supplement and the accompanying base prospectus, as may be further supplemented"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

pricing supplement regulatory

"may file with the SEC. The final prospectus supplement related to the Offering"

A pricing supplement is a short, final document that gives the exact terms of a new securities offering—such as the price, interest rate, size and settlement date—building on the broader prospectus. Think of it as the day’s receipt that turns a general menu into the specific order; investors use it to see the concrete deal terms that determine value, yield and whether to buy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BOSTON, Jan. 16, 2026 (GLOBE NEWSWIRE) -- Tiziana Life Sciences, Ltd. (Nasdaq: TLSA) (“Tiziana”), a biotechnology company developing its lead candidate, intranasal foralumab, a fully human, anti-CD3 monoclonal antibody, announces the closing of its previously announced Company best efforts registered direct offering ("Offering") of 7,040,000 ordinary shares at an offering price of $1.25 per ordinary share conducted without an underwriter or placement agent to members of senior management and existing shareholders. The gross proceeds to Tiziana from the Offering, before deducting estimated Offering expenses payable by Tiziana, were $8.8 million. For every ordinary share subscribed, participants will receive one warrant entitling the holder to subscribe for one new ordinary share at a price of $1.50 at any time up to and including July 16, 2026 (when the warrants expire) resulting in additional gross proceeds of up to approximately $10.56 million.

The Offering was led by Tiziana's Chief Executive Officer, Ivor Elrifi, who purchased 2,400,000 ordinary shares, bringing his total holding to 2,757,848 ordinary shares. Executive Chairman and Founder of Tiziana, Mr. Gabriele Cerrone purchased 1,600,000 ordinary shares in the Offering through Panetta Partners Ltd, an entity in which he has a beneficial interest, bringing his total holdings to 44,974,830 ordinary shares.

The proceeds from this offering enable the company to complete its Phase 2 na-SPMS and MSA clinical trials, and achieve top line data readouts in both trials.

The securities described above are being offered and sold pursuant to a shelf registration statement on Form F-3 (File No. 333-286064), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 24, 2025, and declared effective on March 27, 2025. The Offering is being made only by means of a prospectus supplement and the accompanying base prospectus, as may be further supplemented by any free writing prospectus and/or pricing supplement that the Company may file with the SEC. The final prospectus supplement related to the Offering has been filed with the SEC and is available on the SEC website.

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 such state or jurisdiction.

About Foralumab

Foralumab, a fully human anti-CD3 monoclonal antibody, is a biologic candidate that has been shown to stimulate T regulatory cells when dosed intranasally. Currently, 14 patients with Non-Active Secondary Progressive Multiple Sclerosis (na-SPMS) have been dosed in an open-label intermediate sized Expanded Access (EA) Program (NCT06802328) with either an improvement or stability of disease seen within 6 months in all patients. In addition, intranasal foralumab is currently being studied in a Phase 2a, randomized, double-blind, placebo-controlled, multicenter, dose-ranging trial in patients with non-active secondary progressive multiple sclerosis (NCT06292923).

Foralumab is the only fully human anti-CD3 monoclonal antibody (mAb) currently in clinical development. Immunomodulation by intranasal foralumab represents a novel avenue for the treatment of neuroinflammatory and neurodegenerative human diseases.^[1],[2]

About Tiziana Life Sciences

Tiziana 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 and its innovative pipeline of therapies, please visit www.tizianalifesciences.com.

Forward-Looking Statements

Statements in this press release may be "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected in the 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 forward-looking statements reflect the current beliefs and expectations of Tiziana's management and include statements regarding the closing of the Offering. 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, 2024, and other periodic reports filed with the SEC from time to time. 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

[1] https://www.pnas.org/doi/10.1073/pnas.2220272120
[2] https://www.pnas.org/doi/10.1073/pnas.2309221120

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Tiziana (TLSA) raise in the January 16, 2026 registered direct offering?

Tiziana raised gross proceeds of approximately $8.8 million by selling 7,040,000 shares at $1.25 each.

What are the terms of the warrants issued in the TLSA offering?

Each share issued included one warrant exercisable at $1.50 per share, valid through July 16, 2026.

Who led the TLSA offering and how many shares did insiders buy?

CEO Ivor Elrifi purchased 2,400,000 shares; Executive Chairman Gabriele Cerrone purchased 1,600,000 shares via an entity he beneficially owns.

What will Tiziana use the offering proceeds for?

Proceeds are intended to complete its Phase 2 na-SPMS and MSA clinical trials and to achieve topline data readouts in both trials.

Could the TLSA offering lead to more dilution for existing shareholders?

Yes; 7,040,000 new shares were issued and potential additional dilution could occur if warrants are exercised, raising up to ~$10.56M in new capital.

Where was the TLSA offering registered and what filing covers it?

The securities were offered under a shelf registration on Form F-3 (File No. 333-286064) declared effective March 27, 2025, with a final prospectus supplement filed for the offering.