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Tiziana Life Sciences (Nasdaq: TLSA) chair lifts holding to 34.93% stake

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Form Type
6-K

Rhea-AI Filing Summary

Tiziana Life Sciences Ltd reported that Executive Chairman and Founder Gabriele Cerrone, through Panetta Partners Ltd, purchased 42,357 common shares at $0.99 per share. Following this transaction, his total holding is 44,814,587 common shares, representing 34.93% of issued share capital.

The company highlights its lead candidate, intranasal foralumab, a fully human anti-CD3 monoclonal antibody in development for neuroinflammatory and neurodegenerative diseases. Fourteen patients with non-active secondary progressive multiple sclerosis have been dosed in an Expanded Access Program, with improvement or disease stability within 6 months in all patients, and a Phase 2a randomized, double-blind, placebo-controlled trial is ongoing.

Positive

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Shares purchased 42,357 common shares Additional shares bought by Executive Chairman at $0.99 per share
Purchase price $0.99 per share Price paid for 42,357 common shares by Executive Chairman
Total holding 44,814,587 common shares Executive Chairman’s total shareholding after the transaction
Ownership percentage 34.93% of issued share capital Executive Chairman’s ownership stake following the purchase
Patients in EA Program 14 patients Non-active secondary progressive multiple sclerosis patients dosed with intranasal foralumab
Assessment period 6 months Timeframe in which improvement or stability was seen in all Expanded Access patients
Expanded Access (EA) Program medical
"14 patients with Non-Active Secondary Progressive Multiple Sclerosis...in an open-label intermediate sized Expanded Access (EA) Program"
anti-CD3 monoclonal antibody medical
"intranasal foralumab, a fully human, anti-CD3 monoclonal antibody, today announces that its Executive Chairman"
A lab-made antibody engineered to attach to CD3, a protein found on T cells, so it can change how those immune cells behave. Investors care because these drugs can act like a targeted brake on an overactive immune system—useful for autoimmune disease, transplant rejection or as part of cancer therapies—but they also carry clinical trial, safety and regulatory risks that determine commercial success.
Non-Active Secondary Progressive Multiple Sclerosis (na-SPMS) medical
"14 patients with Non-Active Secondary Progressive Multiple Sclerosis (na-SPMS) have been dosed in an open-label"
Phase 2a, randomized, double-blind, placebo-controlled, multicenter, dose-ranging trial medical
"intranasal foralumab is currently being studied in a Phase 2a, randomized, double-blind, placebo-controlled, multicenter, dose-ranging trial"
immunomodulation therapies medical
"a biotechnology company developing breakthrough immunomodulation therapies with its lead development candidate"
Treatments that change how the immune system behaves to prevent or fight disease, either by calming an overactive response or boosting a weak one — like adjusting a thermostat to keep temperature in a safe range. They matter to investors because they can create big market opportunities if proven effective, but also carry high development, clinical trial and regulatory risks that can strongly affect a company’s future value.

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FAQ

What insider share purchase did Tiziana Life Sciences (TLSA) disclose?
Tiziana reported that Executive Chairman Gabriele Cerrone, via Panetta Partners Ltd, bought 42,357 common shares at $0.99 each. This increased his total stake to 44,814,587 shares, or 34.93% of the company’s issued share capital.

What is Gabriele Cerrone’s ownership percentage in Tiziana Life Sciences (TLSA) after the transaction?
After the latest purchase, Gabriele Cerrone holds 34.93% of Tiziana’s issued share capital. His total position is 44,814,587 common shares, acquired partly through Panetta Partners Ltd, an entity in which he has a beneficial interest.

At what price were the new Tiziana Life Sciences (TLSA) shares purchased?
The additional Tiziana shares were purchased at $0.99 per common share. Executive Chairman Gabriele Cerrone, through Panetta Partners Ltd, acquired 42,357 shares at this price, increasing his overall holdings to 44,814,587 shares.

What is Tiziana Life Sciences’ (TLSA) lead drug candidate and its mechanism?
Tiziana’s lead candidate is intranasal foralumab, a fully human anti-CD3 monoclonal antibody. It has been shown to stimulate T regulatory cells when dosed intranasally, supporting development for neuroinflammatory and neurodegenerative human diseases.

What clinical experience with foralumab does Tiziana Life Sciences (TLSA) report?
Tiziana states that 14 patients with non-active secondary progressive multiple sclerosis received intranasal foralumab in an Expanded Access Program, with improvement or disease stability within 6 months in all. A Phase 2a randomized, double-blind, placebo-controlled trial is also underway.

What stage of development is intranasal foralumab in at Tiziana Life Sciences (TLSA)?
Intranasal foralumab is in clinical development, including a Phase 2a, randomized, double-blind, placebo-controlled, multicenter, dose-ranging trial in non-active secondary progressive multiple sclerosis, alongside an ongoing Expanded Access Program.

 

 

 

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

 

July 2026

 

 

 

Commission File Number: 001-38723

 

 

 

Tiziana Life Sciences LTD

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

9th Floor

107 Cheapside

London

EC2V 6DN

(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 ☐

 

 

 

  

 

 

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

On July 22, 2026, Tiziana Life Sciences LTD (the “Company”) issued this 6K announcing, that its Executive Chairman and Founder, Mr. Gabriele Cerrone, through Panetta Partners Ltd, an entity in which he has a beneficial interest, has increased his holdings with the purchase of 42,357 common shares at $0.99 per share, bringing his total holding to 44,814,587 common shares, which is 34.93% of issued share capital.

 

The Announcement is furnished herewith as Exhibit 99.1 to this Report on Form 6-K. The information in the attached Exhibits 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.

 

1

 

 

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 LTD
       
Date: July 22, 2026 By: /s/ Keeren Shah
    Name:  Keeren Shah
    Title: Chief Financial Officer

 

2

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
     
99.1   Tiziana Life Sciences LTD Press Release, dated July 22, 2026

 

3

 

Exhibit 99.1

 

 

Tiziana Life Sciences Announces Purchase of Shares by Executive Chairman

 

BOSTON, MA, July 22, 2026 – 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 announces that its Executive Chairman and Founder, Mr. Gabriele Cerrone, through Panetta Partners Ltd, an entity in which he has a beneficial interest, has increased his holdings with the purchase of 42,357 common shares at $0.99 per share, bringing his total holding to 44,814,587 common shares, which is 34.93% of issued share capital.

 

About Foralumab

 

Foralumab, a fully human anti-CD3 monoclonal antibody, is a biological drug candidate that has been shown to stimulate T regulatory cells when dosed intranasally. At present, 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 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 intranasal 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.

 

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

 

Source: View Original Filing on SEC EDGAR

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