Tiziana Life Sciences Announces Registered Direct Offering of up to approximately $17.6 Million

Tiziana Life Sciences (Nasdaq: TLSA) priced a registered direct offering of 6,400,000 ordinary shares at $1.25 per share, expected to raise approximately $8.0 million in gross proceeds before expenses.

Rhea-AI Summary

Tiziana Life Sciences (Nasdaq: TLSA) priced a registered direct offering of 6,400,000 ordinary shares at $1.25 per share, expected to raise approximately $8.0 million in gross proceeds before expenses. Each share purchased includes a warrant to buy one ordinary share at $1.50 exercisable through July 16, 2026, potentially generating up to an additional $9.6 million. The Offering, conducted without an underwriter and expected to close on January 16, 2026, was led by CEO Ivor Elrifi and included a purchase by Executive Chairman Gabriele Cerrone. Proceeds are intended to fund completion of the company’s Phase 2 na-SPMS and MSA clinical trials and topline data readouts.

Positive

• Gross proceeds of $8.0M from the registered direct offering
• Warrants potentially add up to $9.6M in additional gross proceeds
• Insider participation: CEO purchased 2.4M shares, Executive Chairman purchased 1.6M
• Proceeds dedicated to completing Phase 2 na-SPMS and MSA trials and topline readouts

Negative

• Share issuance and warrant exercise may cause share dilution for existing holders
• Warrants expire on July 16, 2026, limiting time for additional cash from exercises
• Offering conducted without an underwriter and sold to management/existing shareholders may signal narrow investor participation

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 the insider-led nature of this financing, where senior management and existing holders committed to 6.4M shares at $1.25 plus warrants. Historically, one withdrawn offering-related event saw a -10.67% move, so enthusiasm around fully subscribed capital that funds Phase 2 na-SPMS and MSA trials could be seen as a shift. Investors would monitor how added shares and potential warrant exercises interact with the stock’s position below its $1.65 200-day MA.

Key Figures

Shares offered: 6,400,000 shares Offering price: $1.25 per share Gross proceeds: $8.0 million +5 more

Shares offered

6,400,000 shares

Best efforts registered direct offering

Offering price

$1.25 per share

Registered direct offering to senior management and existing holders

Gross proceeds

$8.0 million

Expected gross before expenses from share offering

Warrant exercise price

$1.50 per share

One warrant per share, exercisable until July 16, 2026

Potential warrant proceeds

$9.6 million

Maximum additional gross proceeds on full warrant exercise

CEO participation

2,400,000 shares

Purchased in offering; total holding now 2,757,848 shares

Executive Chairman participation

1,600,000 shares

Purchased via Panetta Partners; total holding 44,974,830 shares

Phase 2 trials funded

2 trials

na-SPMS and MSA Phase 2 clinical trials to topline data

Historical Context

5 past events · Latest: Jan 09

5 events

1. Jan 09

   Conference presentation

   24h Move

   -3.4%

   Neuroscience forum presentation highlighting intranasal foralumab and pipeline focus.

2. Dec 29

   Safety update

   24h Move

   +4.7%

   FDA safety report with 37.4 patient-years and no drug-related serious events.

3. Dec 19

   Insider share purchase

   24h Move

   +5.6%

   Executive Chairman increased stake by 97,687 shares to 36.08% ownership.

4. Dec 17

   Nasdaq bell event

   24h Move

   -5.8%

   Nasdaq Closing Bell ceremony celebrating progress of intranasal foralumab program.

5. Dec 17

   Clinical trial update

   24h Move

   -5.8%

   First patient dosed in Phase 2 Alzheimer’s trial testing 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, monoclonal antibody, shelf registration statement, +4 more

8 terms

registered direct offering financial

"announces the pricing of a 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.

monoclonal antibody medical

"foralumab, a fully human, anti-CD3 monoclonal antibody, announces the pricing"

A monoclonal antibody is a laboratory-made protein designed to recognize and attach to a specific target in the body, such as a disease-causing substance or cell. It functions like a highly precise lock-and-key tool, helping to treat or detect illnesses. For investors, companies developing monoclonal antibodies can represent promising opportunities in the healthcare sector, especially as these treatments often address unmet medical needs.

shelf registration statement regulatory

"The securities described above are being offered and sold pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

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.

base prospectus regulatory

"including a base prospectus, filed with the U.S. Securities and Exchange Commission"

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.

prospectus supplement regulatory

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

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.

free writing prospectus regulatory

"as may be further supplemented by any free writing prospectus and/or pricing supplement"

A free writing prospectus is any written communication about a public securities offering that supplements the formal registration document and is delivered to potential investors without being filed in full in the official registration statement. It matters because it can include up-to-the-minute details, risks, or projections that affect how investors value the offering—think of it as a real-time update or flyer that adds important context beyond the static, formal brochure.

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 pricing of a Company best efforts registered direct offering ("Offering") of 6,400,000 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 total gross proceeds to Tiziana from the Offering, before deducting estimated Offering expenses payable by Tiziana, are expected to be $8.0 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 $9.6 million. The Offering is expected to close on January 16, 2026, subject to the satisfaction of customary closing conditions.

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.

“We are grateful to our dedicated shareholders for their steadfast support during this pivotal time. Your belief in Tiziana Life Sciences has been instrumental as we push forward to topline data in our clinical trials in na-SPMS and MSA, bringing us closer to potential breakthroughs that could transform lives,” said Gabriele Cerrone, Founder and Executive Chairman of Tiziana Life Sciences.

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") 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 will be filed with the SEC and will also be 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 many shares did Tiziana Life Sciences (TLSA) offer in the January 16, 2026 registered direct offering?

Tiziana offered 6,400,000 ordinary shares at an offering price of $1.25 per share.

How much gross capital will TLSA receive from the offering and warrants?

The offering is expected to raise approximately $8.0 million in gross proceeds, with warrants potentially adding up to $9.6 million if fully exercised.

Who participated from management in the TLSA registered direct offering on January 16, 2026?

The offering was led by CEO Ivor Elrifi (purchased 2,400,000 shares) and Executive Chairman Gabriele Cerrone purchased 1,600,000 shares through an entity in which he has a beneficial interest.

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

Each share included one warrant exercisable for one ordinary share at $1.50 per share, expiring on July 16, 2026.

What will TLSA use the proceeds from the offering for?

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