Tiziana warns of inability to pay liabilities within a year
Top-line data for the non-active secondary progressive MS trial were expected in Q4 2026, with Alzheimer’s and MSA trial results to follow soon after.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Tiziana Life Sciences Ltd (TLSA) reported interim results for the six months ended June 30, 2026, and a pipeline update. Total comprehensive loss was $12.365 million versus $5.293 million in first-half 2025. Cash and cash equivalents were $3.178 million at June 30, 2026, versus $4.010 million at December 31, 2025; operating activities used $7.356 million and financing activities generated $6.511 million.
The directors said projections show Tiziana will not be able to meet liabilities as they fall due within the next 12 months from issuance of the statements. They identified a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern, while preparing accounts on that basis; steps included exploring deferred payments on existing liabilities, working-capital cost reductions and raising additional equity.
Tiziana reported completed Phase 2 enrollment for non-active secondary progressive multiple sclerosis, with the last patient receiving a first dose in July 2026; MSA dosing and early Alzheimer’s enrollment were ongoing. PET analysis in the first two treated MSA patients reported up to approximately 35% reduction in standardized uptake value and approximately 24% reduction in standardized uptake value ratio. On July 16, 2026, Tiziana agreed to extend the exercise period of 7,040,000 January 2026 warrants by six months, to January 16, 2027.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- None.
Negative
- Major point. Forward-looking: it has not happened yet and may not happen.Directors project Tiziana cannot meet liabilities within 12 months.
- Moderate pointTotal comprehensive loss was $12.365 million, versus $5.293 million in first-half 2025.
Filing Explained
In the unaudited interim results, reported equity was
Key Figures
Key Terms
going concern basis financial
material uncertainty financial
Fast Track designation regulatory
standardized uptake value (SUV) medical
standardized uptake value ratio (SUVR) medical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were the terms of TLSA’s January 2026 warrants?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
October 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 x Form 40-F o
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On October 16, 2026, Tiziana Life Sciences LTD (the “Company”) issued this 6K filing its interim financial results for the six months ended June 30, 2026, and provided a corporate update on its lead programs in development
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: October 16, 2026 | By: | /s/ Keeren Shah | |
| Name: | Keeren Shah | ||
| Title: | Chief Financial Officer | ||
2
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Tiziana Life Sciences LTD Interims, dated October 16, 2026 |
3
Exhibit 99.1
Tiziana Life Sciences Ltd
(“Tiziana” or “the Company”)
Update and Interim Results for the Six Months Ended June 30, 2026
BOSTON, MA, October 16, 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 filed its interim financial results for the six months ended June 30, 2026, and provided a corporate update on its lead programs in development.
EXECUTIVE CHAIRMAN’S STATEMENT
We are pleased to present to you the interim results for Tiziana Life Sciences for the six months ended June 30, 2026. Over this period, we have made significant progress across our pipeline, advanced key clinical programs, and strengthened our strategic foundation, all while staying focused on our mission to deliver transformative treatments for patients with unmet medical needs.
Strategic Progress and Clinical Advancements
The past six months have marked important milestones in the development of our innovative therapeutic candidates. Our lead asset, foralumab, continues to demonstrate encouraging clinical activity in neurodegenerative and autoimmune diseases. We completed enrolment in our Phase 2 clinical trial in non-active (non-relapsing) Secondary Progressive Multiple Sclerosis and are underway in enrolling in our Phase 2 clinical trials for Alzheimer’s disease, Amyotrophic Lateral Sclerosis (ALS) and Multiple System Atrophy (MSA). In particular, our expanded access programs across these indications have provided further evidence supporting its potential to reshape treatment paradigms in these areas.
We made substantial progress in enrolling our Phase 2 trial of intranasal foralumab for non-active (non-relapsing) Secondary Progressive Multiple Sclerosis and announced that our last patient received their first dose in July 2026. Positive early data from our MS expanded access studies highlight the promise of our intranasal delivery approach, which may offer patients improved efficacy with a more favourable safety and tolerability profile compared to conventional therapies. In addition, dosing is well underway in our Phase 2 clinical trial for Multiple System Atrophy (MSA), and enrolment in our Phase 2 clinical trial program for early Alzheimer’s disease is ongoing.
Importantly, the FDA’s previous Fast Track designation for intranasal foralumab underscores its potential as a therapy addressing serious conditions with unmet medical need. This designation provides us with an accelerated regulatory pathway and increased engagement with the FDA, enhancing our ability to bring innovative treatments to patients more efficiently.
Financial Review
We have continued to exercise disciplined financial management while prioritizing investment in our most promising programs. The funding secured during this reporting period has strengthened our balance sheet and provides us with the resources to advance our pipeline and expand our R&D capabilities. At the same time, we remain focused on operational efficiency and sustainability in light of the broader economic environment. Strategic partnerships and collaborations remain a key part of our growth strategy, enabling us to unlock additional value and accelerate development.
2026 First Half Financial Results (Unaudited)
For the six months ended June 30, 2026 Tiziana reported a total comprehensive loss of $12.4 million compared to $5.3 million for the same period in 2025.
Tiziana had $3.2 million in cash as of the six months ended 30 June 2026 as compared to $4.0 million on 31 December 2025. Additionally, Tiziana had $6.1 million of other receivables as of the six months ended 30 June 2026 as compared to $4.4 million on 31 December 2025. Tiziana’s cash balance as at 16 October 2026 is $3.9M.
Tiziana’s Annual Report on Form 20-F can be accessed by visiting either the SEC’s website at www.sec.gov or the Investors section of the Company’s website at: https://ir.tizianalifesciences.com/financial-information/annual-reports.
Foralumab – First Half 2026 Key Developments
| ● | American Academy of Neurology Journal Publication: Peer-reviewed publication of its open-label study in patients with non-active secondary progressive multiple sclerosis (na-SPMS) in Neurology Neuroimmunology & Neuroinflammation, a prestigious journal of the American Academy of Neurology. |
| ● | New Biomarker Data Showing Nasal Foralumab Downregulates CSF Inflammation, Upregulates Neuroprotective Pathways, and Correlates with Reduced Microglial Activation on PET Scans in na-SPMS Patients with PIRA: positive new biomarker data from a late-breaking poster titled “Nasal foralumab downregulates CSF inflammation and upregulates CSF neuroprotective proteomic pathways which correlate with [F-18]PBR06-PET imaging in na-SPMS with PIRA,” which was presented by investigators from Brigham and Women’s Hospital, Boston, MA. |
| ● | Nasal Anti-CD3 Improves Cognition Associated with Aging: positive preclinical study findings highlighting nasal anti-CD3’s potential as a novel approach to address neuroinflammation associated with aging, which contributes to cognitive decline in age-related disorders. In the study, nasal anti-CD3 reversed key aspects of brain aging, and improved cognition. |
| ● | Poster Accepted for Presentation at the 7th World Parkinson Congress: announces that a late-breaking poster on its Phase 2a study of intranasal foralumab in Multiple System Atrophy (MSA) has been accepted for presentation at the 7th World Parkinson Congress, taking place May 24-27, 2026, in Phoenix, Arizona. |
| ● | Publication of Positive Data Demonstrating Intranasal Anti-CD3 Antibody Attenuates Long COVID Neuroinflammation and Improves Cognitive Function: Data from independent academic collaborators published on bioRxiv support the therapeutic potential of the Company’s lead candidate, intranasal foralumab, for Long COVID associated “brain fog”. |
| ● | Reduced Brain Inflammation in Multiple System Atrophy Patients Treated with Intranasal Foralumab: Foralumab is the first intranasal immune modulator in clinical trials for patients with Multiple System Atrophy. Initial quantitative PET imaging results from the first two patients with Multiple System Atrophy (MSA) in the Phase 2 clinical trial treated with intranasal foralumab. This is the third indication that has shown a marked reduction in inflammation on PET scans following treatment with intranasal foralumab. |
Quantitative analysis of PET scans demonstrated reductions in inflammatory activity in clinically relevant brain regions known to be affected in MSA following treatment with intranasal foralumab. In the first two treated patients, investigators observed up to approximately 35% reduction in standardized uptake value (SUV) and approximately 24% reduction in standardized uptake value ratio (SUVR) in affected areas of the brain.
2
Figure 1. 2nd MSA patient on nasal foralumab
Significant reduction in basal ganglia and thalamic uptake following nasal foralumab
Figure 2. 2nd MSA patient on nasal foralumab
Marked reduction in Cerebellar white matter uptake following nasal foralumab
3
Figure 3. 1st MSA patient on nasal foralumab
Marked reduction in basal ganglia uptake following nasal foralumab
The reductions were observed in regions including the basal ganglia and cerebellar white matter, which are known to be involved in the neurodegenerative processes underlying MSA.
| ● | New Positive Clinical Data for Intranasal Foralumab in Non-Active Secondary Progressive Multiple Sclerosis: updated clinical data from the ongoing Expanded Access (“EA”) Program evaluating intranasal foralumab in 14 patients with non-active Secondary Progressive Multiple Sclerosis (na-SPMS). The data, updated from March 2025 to as of March 2026, demonstrate that intranasal foralumab continues to be extremely well tolerated over extended treatment durations. Patients showed encouraging trends in stabilization of disability as measured by the Expanded Disability Status Scale (EDSS) and meaningful improvements in fatigue as measured by the Modified Fatigue Impact Scale (MFIS). |
| ● | Safety: Foralumab was well tolerated with no new safety signals identified. |
| ● | EDSS Stabilization: We observed a favorable trend toward disease stabilization (i.e., reduced Confirmed Disability Progression (CDP). |
| ● | Fatigue Improvement: 64% of patients achieved a clinically meaningful improvement of ≥4 points in their MFIS score. |
Post period end clinical highlights (July–September 2026)
| ● | Last Patient Successfully Completed Dosing in its Phase 2 INFORM-MS Trial: |
| ● | Top line data readout expected in Q4 |
| ● | INFORM-MS trial is a randomized, double-blind, placebo-controlled Phase 2a trial using Intranasal Foralumab in patients with Non-Active Secondary Progressive Multiple Sclerosis |
4
| ● | Multiple System Atrophy (MSA) PET Results |
| o | Quantitative PET imaging results were shared from the third patient with Multiple System Atrophy (MSA) in the Phase 2 clinical trial treated with intranasal foralumab to complete dosing. Quantitative analysis of PET scans demonstrated reductions in inflammatory activity in clinically relevant brain regions known to be affected in MSA following treatment with intranasal foralumab. The third MSA patient to complete dosing has shown up to 34% reduction in standardized uptake value (SUV) and 26% reduction in standardized uptake value ratio (SUVR) in the most affected areas relevant to MSA (basal ganglia and cerebellar white matter) in the brain. These findings are similar to the first two MSA patients, who showed up to approximately 35% reduction in standardized uptake value (SUV) and 24% reduction in standardized uptake value ratio (SUVR). |
| ● | Poster Presentation on Phase 2a BANYAN Clinical Trial of Intranasal Foralumab at ALS Nexus 2026: |
| o | A poster, titled “Phase 2a Trial of Intranasal Foralumab – BANYAN, a Healey ALS MyMatch Trial,” was presented by Dr. Pinar Uysal on Monday, August 24, 2026 at ALS Nexus in Florida. |
Looking Ahead
Reflecting on our achievements so far in 2026, we are energized by the progress we have made and the opportunities that lie ahead. The clinical advancements with foralumab reinforce our confidence in the strength of our platform and our ability to deliver meaningful therapies to patients.
I would like to extend my gratitude to our shareholders for their ongoing support, to our scientific advisors for their invaluable guidance, and most importantly, to the Tiziana team for their dedication and commitment to our mission. Together, we are building momentum toward our vision of transforming treatment options for patients living with neurodegenerative and autoimmune diseases.
Thank you for your continued trust and support.
Gabriele Cerrone
Executive Chairman and Founder
Tiziana Life Sciences
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 filing 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 filing. 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, 2025, and other periodic reports filed with the Securities and Exchange Commission. The forward-looking statements made in this filing 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 filing except as required by law or by any appropriate regulatory authority.
5
Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2026
| 6 months to | 6 months to | |||||||||||||
| June 30, | June 30, | 12 months to | ||||||||||||
| 2026 | 2025 | Dec 31, | ||||||||||||
| $’000 | $’000 | 2025 | ||||||||||||
| Notes | (Unaudited) | (Unaudited) | $’000 | |||||||||||
| Research and development | (6,431 | ) | (3,243 | ) | (10,279 | ) | ||||||||
| Operating expenses | (4,943 | ) | (5,943 | ) | (10,853 | ) | ||||||||
| Operating loss | (11,374 | ) | (9,186 | ) | (21,132 | ) | ||||||||
| Interest income | - | 5 | 1 | |||||||||||
| Other income | 193 | 521 | - | |||||||||||
| FV Gain/(Loss) on Investment | 8 | (1,206 | ) | 3,028 | 2,333 | |||||||||
| Gain on sale of Investment | - | - | 367 | |||||||||||
| Total Other income/expense | (1,013 | ) | 3,554 | 2,701 | ||||||||||
| Operating loss before taxation | (12,387 | ) | (5,632 | ) | (18,431 | ) | ||||||||
| Taxation | - | - | - | |||||||||||
| Loss for the period | (12,387 | ) | (5,632 | ) | (18,431 | ) | ||||||||
| Net loss for the period attributable to equity owners | (12,387 | ) | (5,632 | ) | (18,431 | ) | ||||||||
| Other comprehensive income for the period | - | - | ||||||||||||
| Items that may be reclassified to profit or loss | ||||||||||||||
| Gain/(Loss) on currency translation | 22 | 339 | (88 | ) | ||||||||||
| Total comprehensive loss attributable to equity owners | (12,365 | ) | (5,293 | ) | (18,519 | ) | ||||||||
| Earnings per share | ||||||||||||||
| Basic and diluted loss per share on continuing operations | $ | (0.10 | ) | $ | (0.05 | ) | $ | (0.16 | ) | |||||
6
Consolidated Statement of Financial Position
as at June 30, 2026
| June 30, | June 30, | |||||||||||||
| 2026 | 2025 | Dec 31, | ||||||||||||
| $’000 | $’000 | 2025 | ||||||||||||
| Notes | (unaudited) | (unaudited) | $’000 | |||||||||||
| Assets | ||||||||||||||
| Non-Current assets: | ||||||||||||||
| Property, plant and equipment | 79 | 18 | 26 | |||||||||||
| Investment in related party | 8 | 1,238 | 3,731 | 2,444 | ||||||||||
| Right-of-use assets | 9 | 906 | 132 | 473 | ||||||||||
| Total non-current assets | 2,223 | 3,881 | 2,943 | |||||||||||
| Current assets: | ||||||||||||||
| Prepayments and Other receivable | 1,941 | 517 | 459 | |||||||||||
| Related party receivables | 4,183 | 4,876 | 3,984 | |||||||||||
| Taxation receivable | 135 | 72 | 99 | |||||||||||
| Cash and cash equivalents | 3,178 | 7,251 | 4,010 | |||||||||||
| Total current assets | 9,437 | 12,716 | 8,552 | |||||||||||
| Total assets | 11,660 | 16,597 | 11,495 | |||||||||||
| Equity and liabilities | ||||||||||||||
| Shareholder’s equity: | ||||||||||||||
| Called up share capital (128,028,624) shares are issued and outstanding) | 128 | 119 | 121 | |||||||||||
| Share premium | 43,441 | 31,788 | 34,663 | |||||||||||
| Share based payment reserve - options | 9,131 | 8,248 | 8,549 | |||||||||||
| Share based payment reserve – warrants | 69 | 86 | 69 | |||||||||||
| Merger relief reserve | 118,697 | 118,698 | 118,697 | |||||||||||
| RSU reserve | 2,329 | 2,094 | 2,858 | |||||||||||
| Shares to be issued reserve | 728 | - | - | |||||||||||
| Translation reserve | (1,774 | ) | (1,370 | ) | (1,796 | ) | ||||||||
| Retained earnings | (175,496 | ) | (150,463 | ) | (163,109 | ) | ||||||||
| Equity attributed to the owners of the Company | (2,747 | ) | 9,200 | 52 | ||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable and accrued expenses | 7 | 13,120 | 7,177 | 10,460 | ||||||||||
| Deferred Income | 343 | - | 530 | |||||||||||
| Lease liability | 9 | 106 | 107 | 222 | ||||||||||
| Tax liability | - | 104 | - | |||||||||||
| Other liabilities | 12 | 9 | (3 | ) | ||||||||||
| 13,581 | 7,397 | 11,209 | ||||||||||||
| Long term liabilities: | ||||||||||||||
| Lease liability | 9 | 826 | - | 234 | ||||||||||
| Total Liabilities | 14,407 | 7,397 | 11,443 | |||||||||||
| Total Equity and Liabilities | 11,660 | 16,597 | 11,495 | |||||||||||
7
Consolidated Statement of Cash Flows
for the six months ended June 30, 2026
| 6 months to | 6 months to | |||||||||||
| June 30, | June 30, | |||||||||||
| 2026 | 2025 | December 31, | ||||||||||
| $’000 | $’000 | 2025 | ||||||||||
| (unaudited) | (unaudited) | $’000 | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Operating loss for the period before tax | (12,387 | ) | (5,632 | ) | (18,431 | ) | ||||||
| Share Issuance in lieu of fees and bonus | - | 1,344 | 1,344 | |||||||||
| Share based payment – restricted stock units | 615 | 1,185 | 1,948 | |||||||||
| Share based payment – options | 582 | 623 | 1,250 | |||||||||
| Options forfeited during the year | - | (1 | ) | (109 | ) | |||||||
| Write back bad debt | - | - | (166 | ) | ||||||||
| Depreciation | 7 | 5 | 12 | |||||||||
| FV movement on investment | 1,206 | (2,613 | ) | (1,752 | ) | |||||||
| (Gain)/Loss on foreign exchange | (47 | ) | 230 | (152 | ) | |||||||
| (Gain)/loss on disposal of assets | - | (415 | ) | - | ||||||||
| Depreciation of right of use asset | 151 | 83 | 222 | |||||||||
| Cash inflow from taxation | 170 | 64 | (75 | ) | ||||||||
| Interest Lease Liability | 22 | - | -- | |||||||||
| Net (increase) in related party receivables | (199 | ) | (1,269 | ) | (378 | )) | ||||||
| Net (increase)/decrease in operating assets/other receivables | 49 | (372 | ) | (314 | ) | |||||||
| Net (decrease)/ increase in operating liabilities/other liabilities | 2,668 | (55 | ) | 3,224 | ||||||||
| Net increase/decrease) in deferred revenue | (193 | ) | - | 530 | ||||||||
| Net cash generated by/(used in) operating activities | (7,356 | ) | (6,823 | ) | (12,847 | ) | ||||||
| Cash flow from financing activities | ||||||||||||
| Proceeds from issuance of ordinary shares, net | 6,641 | 7,408 | 10,059 | |||||||||
| Proceeds from the issue of warrants | - | - | 48 | |||||||||
| Proceeds from the exercise of options | - | - | 95 | |||||||||
| Repayment of leasing liabilities | (130 | ) | (48 | ) | (196 | ) | ||||||
| Net cash generated by financing activities | 6,511 | 7,360 | 10,006 | |||||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of PPE | (60 | ) | (6 | ) | (21 | ) | ||||||
| Sale of Okyo Pharma Ltd shares | - | 2,886 | 3,064 | |||||||||
| Net cash generated by/ (used in) investing activities | (60 | ) | 2,880 | 3,043 | ||||||||
| Net (decrease)/ increase in cash and cash equivalents | (905 | ) | 3,417 | 202 | ||||||||
| Cash and cash equivalents at beginning of period | 4,010 | 3,724 | 3,724 | |||||||||
| Exchange difference | 73 | 110 | 84 | |||||||||
| Cash and cash equivalents at end of period | 3,178 | 7,251 | 4,010 | |||||||||
8
Consolidated Statement of Changes in Equity -
for the six months ended June 30, 2026
| Share Capital | Share Premium | Shares To Be Issued Reserve | Share Based Payment Reserve (Options) | Shares Based Payment Reserve (Warrants) | Merger Reserve | RSU Reserve | Translation Reserve | Retained Earnings | Total Equity | |||||||||||||||||||||||||||||||
| (Unaudited) | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||||||||||||||||
| Balance at January 1, 2026 | 121 | 34,663 | - | 8,549 | 69 | 118,697 | 2,858 | (1,796 | ) | (163,109 | ) | 52 | ||||||||||||||||||||||||||||
| Share based payments charge (options) | - | - | - | 582 | - | - | - | - | - | 582 | ||||||||||||||||||||||||||||||
| Issuance of ordinary shares – Fundraise, net | 6 | 7,635 | 728 | - | - | - | - | - | - | 8,369 | ||||||||||||||||||||||||||||||
| RSU Reserve movements | 1 | 1,143 | - | - | - | - | (529 | ) | - | - | 615 | |||||||||||||||||||||||||||||
| Total transactions with owners | 7 | 8,778 | 728 | 582 | - | - | (529 | ) | - | - | 9,566 | |||||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | - | (12,387 | ) | (12,387 | ) | ||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | 22 | - | 22 | ||||||||||||||||||||||||||||||
| Total comprehensive income | - | - | - | - | - | - | - | 22 | (12,387 | ) | (12,365 | ) | ||||||||||||||||||||||||||||
| Balance at June 30, 2026 | 128 | 43,441 | 728 | 9,131 | 69 | 118,697 | 2,329 | (1,774 | ) | (175,496 | ) | (2,747 | ) | |||||||||||||||||||||||||||
9
Consolidated Statement of Changes in Equity -
for the six months ended June 30, 2025
| Share Capital | Share Premium | Share Based Payment Reserve (Options) | Shares Based Payment Reserve (Warrants) | Merger Reserve | RSU Reserve | Translation Reserve | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||
| (Unaudited) | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |||||||||||||||||||||||||||
| Balance at January 1, 2025 | 111 | 23,105 | 7,626 | 25 | 118,698 | 910 | (1,708 | ) | (144,831 | ) | 3,936 | |||||||||||||||||||||||||
| Share based payments charge (options) | - | - | 623 | - | - | - | - | - | 623 | |||||||||||||||||||||||||||
| Options forfeited in the year | - | - | (1 | ) | - | - | - | - | - | (1 | ) | |||||||||||||||||||||||||
| Warrants Charged in the Year | - | (61 | ) | - | 61 | - | - | - | - | - | ||||||||||||||||||||||||||
| Issuance of ordinary shares – Fundraise, net | 7 | 7,401 | - | - | - | - | - | - | 7,408 | |||||||||||||||||||||||||||
| Shares issued in lieu of directors’ bonus | 1 | 1,343 | - | - | - | - | - | - | 1,344 | |||||||||||||||||||||||||||
| RSU charge | - | - | - | - | - | 1,184 | - | - | 1,184 | |||||||||||||||||||||||||||
| Total transactions with owners | 8 | 8,683 | 622 | 61 | - | 1,184 | - | - | 10,588 | |||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | (5,632 | ) | (5,632 | ) | |||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | 338 | - | 338 | |||||||||||||||||||||||||||
| Total comprehensive income | - | - | - | - | - | - | 338 | (5,632 | ) | (5,294 | ) | |||||||||||||||||||||||||
| Balance at June 30, 2025 | 119 | 31,788 | 8,248 | 86 | 118,698 | 2,094 | (1,370 | ) | (150,463 | ) | 9,200 | |||||||||||||||||||||||||
10
Consolidated Statement of Changes in Equity -
for the year ended December 31, 2025
| Share Capital | Share Premium | Share Based Payment Reserve (Options) | Share Based Payment Reserve (Warrants) | Merger Reserve | RSU | Translation Reserve | Retained Earnings | Total Equity | ||||||||||||||||||||||||||||
| $’000 | $’000 | $’000 | $’000 | $’000 | Reserve | $’000 | $’000 | $’000 | ||||||||||||||||||||||||||||
| Balance as at December 31, 2024 | 111 | 23,105 | 7,626 | 25 | 118,697 | 910 | (1,708 | ) | (144,831 | ) | 3,936 | |||||||||||||||||||||||||
| Share based payment charge (options) | - | - | 1,250 | - | - | - | - | - | 1,250 | |||||||||||||||||||||||||||
| Options forfeited/cancelled in the year | - | - | (262 | ) | - | - | - | - | 153 | (109 | ) | |||||||||||||||||||||||||
| Options exercised in the year | - | 160 | (65 | ) | - | - | - | - | - | 95 | ||||||||||||||||||||||||||
| Warrants Exercised | - | 65 | - | (17 | ) | - | - | - | - | 48 | ||||||||||||||||||||||||||
| Warrants charge | - | (61 | ) | - | 61 | - | ||||||||||||||||||||||||||||||
| Shares issued in lieu of directors fees, bonus and expenses | 1 | 1,343 | - | - | - | - | - | - | 1,344 | |||||||||||||||||||||||||||
| Net Shares issued for fundraising | 8 | 10,051 | - | - | - | - | - | - | 10,059 | |||||||||||||||||||||||||||
| RSU charge | - | - | - | - | - | 1,948 | - | - | 1,948 | |||||||||||||||||||||||||||
| Total transactions with owners | 9 | 11,558 | 923 | 44 | - | 1,948 | - | 153 | 14,635 | |||||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | (18,431 | ) | (18,431 | ) | |||||||||||||||||||||||||
| Translation | - | - | - | - | - | (88 | ) | - | (88 | ) | ||||||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | - | - | (88 | ) | (18,431 | ) | (18,519 | ) | ||||||||||||||||||||||||
| Balance as at December 31, 2025 | 121 | 34,663 | 8,549 | 69 | 118,697 | 2,858 | (1,796 | ) | (163,109 | ) | 52 | |||||||||||||||||||||||||
11
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
| 1. | GENERAL INFORMATION |
Tiziana Life Sciences Ltd is a public limited company incorporated in Bermuda and is listed on the NASDAQ Capital Market (NASDAQ: TLSA). The address of its registered office is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The principal activities of the Company and its subsidiaries (the Group) are that of a clinical stage biotechnology company developing breakthrough therapies using transformational drug delivery technologies to enable alternative routes of immunotherapy.
These financial statements are presented in thousands of dollars ($’000) which is the presentational currency of the Company. The functional currency for the Company is also US dollars ($) indicative of the primary economic environment in which the Company operates.
| 2. | ACCOUNTING POLICIES |
The principal accounting policies applied in the preparation of these consolidated interim financial statements are set out below. These policies have been applied consistently to all the years presented unless otherwise stated.
Basis of preparation
The Interim consolidated financial statements of the Group have been prepared in accordance with the valuation and recognition principles of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and IFRIC interpretations as applicable to companies reporting under IFRS. The interim consolidated financial statements are prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group’s annual financial statements for the year ended 31 December 2025.
They have been prepared under the historical cost convention except for the following items:
- Financial instruments – fair value through profit or loss
Going Concern
The Group has experienced net losses and significant cash outflows from cash used in operating activities over the past years, and as of June 30, 2026, had cash and cash equivalents of $3.2m, a net loss for the period ended June 30, 2026, of $12.4m. The Directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment to fund that operation. On the basis of those projections, the directors conclude that the company will not be able to meet its liabilities as they fall due within the next 12 months from the date when these financial statements are issued.
The Directors are however aware, through their own extensive experience in the sector, that this position is not uncommon in the context of a pre-revenue life sciences company principally involved in cash consuming research and development activity.
The top line data for the na-SPMS clinical trial are expected in Q4 2026, with Alzheimer’s and MSA clinical trials results to follow soon after. The Directors are taking steps to put engagements and plans into place to secure sufficient capital to continue operations. These steps include exploring possible deferred payments of existing liabilities, working capital cost reductions and raising additional equity.
Until and unless the Group and Company secures sufficient investment to fund their clinical pipeline, there is a material uncertainty that may cast significant doubt on the Group and Company’s ability to continue as a going concern, and therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business. Despite this material uncertainty, the Directors conclude that it is appropriate to continue to adopt the going concern basis of accounting as the Directors are confident, based on the previous fund-raising history as well as additional measures being planned, that sufficient funds will be forthcoming and accordingly they have prepared these financial statements on a going concern basis.
12
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
New and Revised Standards
Standards in effect in 2026
Below are the IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2026.
| Standard | Effective year commencing on or after | |
| Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instrument) | January 1, 2026 |
There is no material impact on the financial statements of the above standard.
Below are the IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2027.
| Standard | Effective year commencing on or after | |
| IFRS 19- Subsidiaries without Public Authority – Reduced Disclosures | January 1, 2027 | |
| Amendments to IAS 21 – Translation to a Hyperinflationary Presentation Currency | January 1, 2027 | |
| IFRS 18 Presentation and Disclosure in Financial Statements | January 1, 2027 |
The Group and Company are evaluating the impact of the new and amended standards above which are not expected to have a material impact on the Group results.
Basis of consolidation
Subsidiary undertakings are all entities over which the Group has the power to govern the financial and operating policies of the subsidiary and therefore exercises control. The existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains control and are de-consolidated from the date at which control ceases.
Business combination
The Group undertook a group reorganisation exercise during the year to December 31, 2021. As part of this process, Tiziana Life Sciences Ltd (a Bermudan entity) was inserted above Tiziana Life Sciences Limited (formerly Tiziana Life Sciences plc) in the Group’s structure. As both entities were under common control of Planwise Ltd, the transaction does not constitute a business combination under IFRS 3 ‘Business combinations’ and instead has been accounted for as a group reorganization, using the pooling of interest method. This results in assets and liabilities being measured at their carrying amount in Tiziana Life Sciences Limited (formerly Tiziana Life Sciences plc) but share capital being that of Tiziana Life Sciences Ltd (a Bermudan entity). Merger accounting has been used to account for this transaction.
On October 21, 2021, Tiziana Life Sciences Ltd (the ‘Company’) acquired the entire shareholding of the former Tiziana Life Sciences plc and its related subsidiaries, by a way of a share for share exchange with Tiziana Life Sciences Ltd becoming the Group’s immediate parent company.
On October 21, 2021, the Company was admitted for listing on the NASDAQ Capital Market Exchange and the former Tiziana Life Sciences plc was delisted from the main market of the London Stock Exchange plc.
13
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Board. The Board considers there to be only one operating segment being the research and development of biotechnological and pharmaceutical products.
Taxation
The tax expense/(credit) for the period represents the total of current taxation and deferred taxation. The charge in respect of current taxation is based on the estimated taxable profit for the year. Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realized, or the deferred liability is settled. Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will be available against which the temporary differences can be utilized.
Research and Development tax credits are provided for in the year that the costs are incurred. These are estimated based on eligible research and development expenditure. Any differences that are rebated are recognized in the following year, when the cash is received from the UK tax authorities.
Foreign currency translation
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars, which is the Group’s presentational currency.
Foreign currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.
The financial statements of overseas subsidiary undertakings are translated into US dollars on the following basis:
| o | Assets and liabilities at the rate of exchange ruling at the period-end date. |
| o | Profit and loss account items at the average rate of exchange for the period. |
Exchange differences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designated as hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation.
License fees
Payments made which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquire an asset. Licence fees expenses are recognised as incurred.
14
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
Research and development
All on-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environment inherent in the development of the Group’s products, the criteria for development costs to be recognised as an asset, as set out in IAS 38 ‘Intangible Assets’, are not met until a product has been granted regulatory approval and it is probable that future economic benefit will flow to the Group. The Group currently has no qualifying expenditure.
Financial instruments
The Group classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument.
The Group evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component. Such components shall be classified separately as financial assets, financial liabilities or equity instruments.
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
| (a) | Financial assets, initial recognition and measurement and subsequent measurement |
All financial assets not recorded at fair value through profit or loss, such as receivables and deposits, are recognized initially at fair value plus transaction costs. Financial assets carried at fair value through profit or loss (FVTPL) are initially recognized at fair value, and transaction costs are expensed in the income statement. The measurement of financial assets depends on their classification. Financial assets such as receivables and deposits are subsequently measured at amortized cost using the effective interest method, less loss allowance.
| (b) | Financial liabilities, initial recognition and measurement and subsequent measurement |
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss. The Group’s financial liabilities include trade and other payables.
Warrants
Warrants are issued by the Group in return for services and as part of a financing transaction.
Warrants issued in return for services.
These warrants fall within scope of IFRS 2. The Company recognises that the fair value at the date of grant of these warrants should be expensed to the Statement of Income and recognised over the life of the service for which the warrant was provided.
Warrants issued as part of a financing transaction.
Warrants issued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments where a fixed amount of cash is exchanged for a fixed amount of equity. The fair value is recognised in equity and is not remeasured.
Warrants that contain conditions that mean the contractual exchange is not necessarily fixed throughout the life of the instrument do not meet the condition of a fixed amount of cash being exchanged for a fixed amount of equity and are treated as financial instruments measured at FVTPL.
15
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
Share capital
Ordinary shares of the Company are classified as equity.
Property, plant and equipment
| (i) | Recognition and measurement |
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised in profit or loss.
| (ii) | Depreciation |
Depreciation is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.
The estimated useful lives for the current period and the comparative period are as follows.
| Fixtures and fittings | 5 years |
| IT and equipment | 3 years |
Depreciation methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line of the income statement.
Impairment
Impairment of financial assets measured at amortised cost
At each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost.
In establishing the appropriate amount of loss allowance to be recognised, the Group applies either the general approach or the simplified approach, depending on the nature of the underlying group of financial assets.
16
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
General approach
The general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted cash and cash and cash equivalents.
Under the general approach the Group recognises a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses, unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance is recognised at an amount equal to the lifetime expected credit losses.
Simplified approach
The simplified approach is applied to the impairment assessment of trade receivables. Under the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected credit losses.
Investments in Related Party
Investments in related parties are recognized at fair value with transaction costs expensed immediately. Subsequent measurement continues at fair value with gains and loses flowing through the income statement
Impairment of non-financial assets:
Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Non-financial assets are impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value at a pre-tax discount rate.
Deferred Income
The treatment of deferred income involves recognizing it as a liability until performance obligations are met. This approach aligns with IFRS 15, which emphasizes the importance of recognizing income over time rather than upfront. Deferred income arises when a company receives payment before fulfilling its performance obligations. As the Company fulfils its obligations it gradually recognizes the deferred income as income in its income statement.
Contingent Liabilities
The Company is required to make judgments about contingent liabilities including the probability of pending and potential future litigation outcomes that, by their nature, are dependent on future events that are inherently uncertain. In making its determination of possible scenarios, management considers the evaluation of outside counsel knowledgeable about each matter, as well as known outcomes in case law.
Leases
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
| ● | Leases of low value assets; and |
| ● | Leases with a duration of 12 months or less. |
17
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have any leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. The expected costs of returning to original condition is considered negligible.
At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group.
Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.
Short term leases exempt from IFRS 16 are classified as operating leases. Payments made under operating leases are recognised in profit and loss on a straight-line basis over the term of the lease.
Share based payments
The calculation of the fair value of equity-settled share based awards and the resulting charge to the statement of comprehensive income requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the Company’s share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value of the awards.
Where employees, directors or advisers are rewarded using share based payments, the fair value of the employees’, directors’ or advisers’ services are determined by reference to the fair value of the share options/warrants awarded. Their value is appraised at the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets). Warrants issued in association with the issue of Convertible Loan Notes are also considered as share based payments and a share based payment charge is calculated for these too.
18
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
In accordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share options based upon the fair value of the instrument used. A corresponding credit is made to a share based payment reserve - options, in the case of options/warrants awarded to employees, directors, advisers and other consultants.
If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options/warrants expected to vest. Non market vesting conditions are included in assumptions about the number of options / warrants that are expected to become exercisable.
Estimates are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are exercised than originally estimated.
Upon exercise of share options/warrants, the proceeds received are allocated to share capital with any excess being recorded as share premium.
Where share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of Comprehensive Income.
All goods and services received in exchange for the grant of any share based payment are measured at their fair value.
Other Intangible Assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated impairment losses.
At each balance sheet date non-financial assets are assessed to determine whether there is an indication that the asset or the asset’s cash generating unit may be impaired. If there is such an indication the recoverable amount of the asset or asset’s cash generating unit is compared to the carrying amount.
Convertible loan notes
The Group issues Convertible loan notes which can be classified as equity or a liability depending on whether the fixed for fixed condition is met or not.
Where the fixed for fixed condition is met
The Group classifies convertible loan notes that meet the fixed for fixed condition as equity instruments and records the principal of the loan note as equity in a Convertible loan note reserve. The accrued interest on the principal amount is also recorded in the Convertible loan note reserve. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the convertible loan note reserve to share capital and share premium.
Where the fixed for fixed condition is not met
The Group classifies convertible loan notes that do not meet the fixed for fixed condition as liability instruments and records the principal of the loan note as a debt liability in the liabilities section of the statement of financial position. The accrued interest on the principal amount is recorded in the income statement and as an increase in the debt liability. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the debt liability to share capital and share premium.
19
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
| 3. | CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS |
The preparation of financial information in accordance with generally accepted accounting practice, in the case of the Group being International Financial Reporting Standards as issued by the IASB, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, income and expenditure and the disclosures made in the financial statements. Such estimates and judgements must be continually evaluated based on historical experience and other factors, including expectations of future events.
The following are considered to be critical accounting estimates:
Share-based payments
The Group accounts for share-based payment transactions for employees in accordance with IFRS 2 Share-based Payment, which requires the measurement of the cost of employee services received in exchange for the options on our ordinary shares, based on the fair value of the award on the grant date.
The Directors selected the Black-Scholes-Merton option pricing model as the most appropriate method for determining the estimated fair value of our share-based awards without market conditions. For performance-based options that include vesting conditions relating to the market performance of our ordinary shares, a Monte Carlo pricing model was used in order to reflect the valuation impact of price hurdles that have to be met as conditions to vesting.
The Company makes estimates as to the useful life of an option award, the expected price volatility of the underlying share, risk free interest rate for the term of the award and correlations and volatilities of the shares of peer group companies. The Company also makes estimates as to the vesting period for awards that have performance based criteria.
| 4. | Operating loss |
The Group’s operating loss for the period/year is stated after charging the following:
| 6 months to June 30, 2026 (unaudited) | 6 months to June 30, 2025 (unaudited) | 12 months to Dec 31, 2025 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Depreciation of Property, Plant and Equipment | 7 | 5 | 12 | |||||||||
| Depreciation (Right-of-use asset) | 151 | 83 | 222 | |||||||||
| Foreign exchange gains/(losses) | 47 | (230 | ) | (152 | ) | |||||||
20
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
| 5. | Loss per share |
Basic earnings per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of ordinary shares in issue during the period.
| 6 months to June 30, | 6 months to June 30, | 12 months to | ||||||||||
| 2026 (unaudited) | 2025 (unaudited) | Dec 31, 2025 | ||||||||||
| Loss for the period ($’000) | (12,387 | ) | (5,632 | ) | (18,431 | ) | ||||||
| Basic and diluted weighted average number of shares | 127,873,955 | 116,826,510 | 118,282,753 | |||||||||
| Basic and diluted loss per share – cents | (10.0 | ) | (4.8 | ) | (15.6 | ) | ||||||
As the Group is reporting a loss from continuing operations for the period then, in accordance with IAS 33, the share options are not considered dilutive because the exercise of the share options would have an anti-dilutive effect. The basic and diluted earnings per share as presented on the face of the Statement of comprehensive income are therefore identical. All earnings per share figures presented above arise from continuing and total operations and therefore no earnings per share for discontinued operations are presented.
| 6. | Share based payments |
The Company operates share-based payment arrangements to remunerate directors and key employees in the form of a share option scheme. The exercise price of the option is normally equal to the market price of an ordinary share in the Company at the date of grant. The Company is currently operating two plans (Tiziana Life Ltd (UK)) Share Option Plan which is closed for any new issuances and the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan.
Tiziana Life Sciences Ltd (UK) Share Option Plan
| Jun 2026 | Jun 2025 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average exercise price (cents) | Options (’000) | Average exercise price (cents) | Options (’000) | |||||||||||||
| Outstanding at January 1 | 74 | 4,516 | 69 | 4,516 | ||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Forfeited/Cancelled | - | - | - | - | ||||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Outstanding at June 30 | 74 | 4,516 | 75 | 4,516 | ||||||||||||
| Exercisable at June 30 | 29 | 882 | 107 | 1,257 | ||||||||||||
21
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
| Dec 2025 | ||||||||
| Weighted | ||||||||
| Average exercise price (cents) | Options (’000) | |||||||
| Outstanding at January 1 | 74 | 4,516 | ||||||
| Granted | - | - | ||||||
| Forfeited/Cancelled | - | - | ||||||
| Exercised | - | - | ||||||
| 74 | 4,516 | |||||||
| Outstanding at December 31 | ||||||||
| Exercisable at December 31 | 29 | 882 | ||||||
There were no options exercised during the 6 months to June 30, 2026, the 6 months to June 30, 2025 and the year to December 31, 2025.
The total outstanding fair value charge of the share option instruments is deemed to be approximately $1,113k (Dec 2025 $1,418k; June 2025 $1,436k).
Under the Tiziana Life Sciences Ltd (UK) Share Option Plan, the total expense recognized for the period to June 2026 was $302k. During the year ending December 31, 2025, the total expense recognized was $597k of which $0k relates to forfeitures during the year.
Share options outstanding at June 30, 2026 have the following expiry dates and exercise prices:
| Grant Date | Expiry Date | Exercise Price | Share Options at June 30, 2026 (’000) | |||||||
| April 30, 2018 | April 30, 2028 | $ | 1.10 | 500 | ||||||
| May 6, 2020 | May 5, 2028 | $ | 0.47 | 3,416 | ||||||
| July 23, 2020 | July 26, 2030 | $ | 2.11 | 100 | ||||||
| August 25, 2020 | August 24, 2030 | $ | 1.98 | 500 | ||||||
| Total | 4,516 | |||||||||
22
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
Tiziana Life Sciences Ltd Equity Incentive Plan
| Jun 2026 | Jun 2025 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average exercise price (cents) | Options (’000) | Average exercise price (cents) | Options (’000) | |||||||||||||
| Outstanding at January 1 | 77 | 5,212 | 69 | 5,302 | ||||||||||||
| Granted | - | - | 82 | 330 | ||||||||||||
| Forfeited/Cancelled | - | - | (50 | ) | (7 | ) | ||||||||||
| Exercised | - | - | - | - | ||||||||||||
| Outstanding June 30 | 77 | 5,212 | 71 | 5,625 | ||||||||||||
| Exercisable at June 30 | 68 | 3,344 | 67 | 2,741 | ||||||||||||
| Dec 2025 | ||||||||
| Weighted | ||||||||
| Average exercise price (cents) | Options (’000) | |||||||
| Outstanding at 1 January | 69 | 5,302 | ||||||
| Granted | 134 | 620 | ||||||
| Forfeited/Cancelled | (67 | ) | (585 | ) | ||||
| Exercised | (67 | ) | (125 | ) | ||||
| Outstanding at 31 December | 77 | 5,212 | ||||||
| Exercisable at 31 December | 67 | 2,580 | ||||||
No options were exercised during the six months to June 2026 and the six months to June 2025. There were 125k options exercised for the year ending December 31, 2025.
The total outstanding fair value charge of the share option instruments is deemed to be approximately $512k (Dec 2025: $792k, June 2025 $402k).
Under the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan, the total expense recognized for the period ending June 30, 2026 was $280k and for the year ending 31 December 2025, the total expense recognized was $653k, not including a charge of $262k for forfeitures during the year.
23
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
Share options outstanding at June 30, 2026 have the following expiry dates and exercise prices:
| Grant Date | Expiry Date | Exercise Price | Share Options as at June 30, 2026 (’000) | |||||||
| November 4, 2022 | November 4, 2032 | $ | 0.67 | 1,850 | ||||||
| March 14, 2023 | March 14, 2033 | $ | 0.57 | 492 | ||||||
| March 13, 2024 | March 13,2034 | $ | 0.50 | 550 | ||||||
| 03 May 03,2024 | May 3, 2034 | $ | 0.71 | 1,000 | ||||||
| 14 August 2024 | August 14,2034 | $ | 1.09 | 200 | ||||||
| 03 October 2024 | October 3, 2034 | $ | 0.82 | 500 | ||||||
| 28 Mar 2025 | Mar 28,2035 | $ | 1.12 | 330 | ||||||
| September 05,2025 | September 05, 2035 | $ | 1.58 | 290 | ||||||
| Total | 5,212 | |||||||||
Restricted Stock Unit
| Jun 2026 | Jun 2025 | |||||||||||||||
| Weighted | Weighted | |||||||||||||||
| Average exercise price (cents) | Options (’000) | Average exercise price (cents) | Options (’000) | |||||||||||||
| Outstanding at January 1 | 1.09 | 4,200 | 1.09 | 4,200 | ||||||||||||
| Granted | - | - | - | - | ||||||||||||
| Forfeited/Cancelled | - | - | - | - | ||||||||||||
| Vested and shares issued | 1.09 | (1,050 | ) | - | - | |||||||||||
| Outstanding at June 30 | 1.09 | 3,150 | 1.09 | 4,200 | ||||||||||||
| Vested at June 30 | - | - | - | - | ||||||||||||
| Dec 2025 | ||||||||
| Grant | ||||||||
| Date price (cents) | Restricted Stock (’000) | |||||||
| Outstanding at January 1 | 1.09 | 4,200 | ||||||
| Granted | - | - | ||||||
| Forfeited/Cancelled | - | - | ||||||
| Vested and shares issued | - | - | ||||||
| Outstanding at December 31 | 1.09 | 4,200 | ||||||
| Vested at December 31 | 1.09 | 1,050 | ||||||
24
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
Restricted Stock Units outstanding at the end of June 2026:
| Grant Date | Expiry Date | Exercise Price | Restricted Stock at 30 June 2026 (’000) | |||||||
| August 14, 2024 | August 14, 2034 | $ | 1.09 | 3,150 | ||||||
| Total | 3,150 | |||||||||
There were no restricted stock units that vested or were granted during the 6 months to June 30, 2026.
The total outstanding fair value charge of the restricted stock instruments is deemed to be approximately $1,104k (Dec 2025: $1,720k).
Warrants
During the six months ending June 30, 2026, the Company issued 7,040,000 warrants to investors in connection with the financing transaction in January 2026. Each warrant entitled the holder to subscribe for an ordinary share at an initial exercise price of $1.50 and was exercisable until 16 July 2026. These warrants were issued as part of a financing transaction and are classified as equity instruments.
There were $nil share-based payment charges included in the consolidated balance sheet for the 6 months ended June 30, 2026 (Dec 2025: $61k, June 2025: $nil)
| 6 months to June 30, 2026 | 6 months to June 30, 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| $000 | ||||||||
| Outstanding at January 1 | 69 | 25 | ||||||
| FV Charge | - | - | ||||||
| Outstanding 30 June 30 | 69 | 25 | ||||||
| 12 months Dec 31, 2025 | ||||
| $000 | ||||
| Outstanding at January 1 | 25 | |||
| FV Charge | 61 | |||
| Exercised | (17 | ) | ||
| Outstanding at December 31 | 69 | |||
25
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
Shares to be Issued Reserve
| (unaudited) June 30, 2026 | (unaudited) June 30, 2025 | Dec 31, 2025 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| 582,400 shares @1.25 | 728 | - | - | |||||||||
| 728 | - | - | ||||||||||
| 7. | Trade and other payables |
| (unaudited) | (unaudited) | |||||||||||
| June 30, 2026 | June 30, 2025 | Dec 31, 2025 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Trade payables | 10,475 | 5,479 | 7,173 | |||||||||
| Accruals | 2,645 | 1,698 | 3,287 | |||||||||
| 13,120 | 7,177 | 10,460 | ||||||||||
| 8. | Investment in related party |
| (unaudited) June 30, 2026 | (unaudited) June 30, 2025 | Dec 31, 2025 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Investment in Accustem Sciences Inc | 1,427 | 599 | 599 | |||||||||
| Movement in fair value | (926 | ) | 712 | 662 | ||||||||
| Additional shares issued | - | - | 166 | |||||||||
| 501 | 1,311 | 1,427 | ||||||||||
The share price of Accustem as of June 30, 2026, was $0.29, which has resulted in the recognition of a fair value loss of $926k. These FV losses have been measured using Level 1 per IFRS 13 fair value hierarchy. Accustem Sciences Inc is listed on the OTC markets and is run by a separate management team which is independent of the Tiziana management team. Tiziana is therefore not able to assert significant influence over Accustem Sciences Inc.
| (unaudited) June 30, 2026 | (unaudited) June 30, 2025 | Dec 31, 2025 | ||||||||||
| $’000 | $’000 | $’000 | ||||||||||
| Investment in Okyo Pharma Ltd. | 1,017 | 2,990 | 2,990 | |||||||||
| Additional shares sold | - | (2,886 | ) | (3,064 | ) | |||||||
| Gain/(loss) on sale of shares | - | 415 | - | |||||||||
| Movement in fair value | (280 | ) | 1,901 | 1,091 | ||||||||
| 737 | 2,499 | 1,017 | ||||||||||
26
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
The share price of Okyo Pharma Ltd as of June 30, 2026, was $1.50, which has resulted in the recognition of a fair value loss of $280k. This has been measured using the Level 1 per IFRS 13 fair value hierarchy. Okyo Pharma Ltd is listed on the NASDAQ stock exchange and is run by a separate management team which is independent of the Tiziana management team. Tiziana is therefore not able to assert significant influence over Okyo Pharma Ltd.
| 9. | Leases |
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
| ● | Leases of low value assets; and | |
| ● | Leases with a duration of 12 months or less. |
The Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistent manner to its property, plant and equipment.
For leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease.
During the course of the first six months of 2026, the Group entered into a new lease agreement for its London office. Any leases that have a term shorter than 12 months the Group has applied the exemption allowed by paragraph 5a in IFRS16 in respect of short – term leases.
| Jun 30, 2026 | Jun 30, 2025 | |||||||
| Right-of-use assets | $000 | $000 | ||||||
| At 1 January | 473 | 171 | ||||||
| Adjustment for rent free period | - | 34 | ||||||
| Additions | 583 | - | ||||||
| Depreciation | (151 | ) | (83 | ) | ||||
| Disposal of lease | - | - | ||||||
| Exchange differences | 1 | 10 | ||||||
| At 30 June | 906 | 132 | ||||||
| Dec 31, 2025 | ||||
| Right-of-use assets | $000 | |||
| At 1 January | 171 | |||
| Additions | 475 | |||
| Rent Free Period Adjustment | 25 | |||
| Depreciation | (195 | ) | ||
| Exchange differences | (3 | ) | ||
| At 31 December | 473 | |||
27
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
| June 30, 2026 | June 30, 2025 | |||||||
| Lease Liabilities | $000 | $000 | ||||||
| At 1 January | 456 | 106 | ||||||
| Adjustment for rent free period | - | 34 | ||||||
| Additions | 583 | - | ||||||
| Interest expense | 22 | 2 | ||||||
| Lease payments | (130 | ) | (48 | ) | ||||
| Exchange differences | 1 | 13 | ||||||
| At 30 June | 932 | 107 | ||||||
| Dec 31, 2025 | ||||
| Lease Liabilities | $000 | |||
| At 1 January | 106 | |||
| Additions | 461 | |||
| Rent free period adjustment | 35 | |||
| Interest expense | 20 | |||
| Prepaid Lease payment | 15 | |||
| Lease payments | (190 | ) | ||
| Exchange differences | 9 | |||
| At 31 December | 456 | |||
Lease liabilities are presented in the consolidated statement of financial position as follows:
| 30 Jun 2026 | 30 June 2025 | Dec 31, 2025 | ||||||||||
| $000 | $000 | $000 | ||||||||||
| Current | 106 | 107 | 222 | |||||||||
| Non-current | 826 | - | 234 | |||||||||
| 932 | 107 | 456 | ||||||||||
The lease liabilities are secured by the related underlying assets. Future minimum lease payments as of 30 June 2026 were as follows:
| Minimum lease payment due, $000 | ||||||||||||||||||||
| Within 1 year | 1-2 years | 2-5 years | Over 5 years | Total | ||||||||||||||||
| Lease payments | 186 | 296 | 313 | 523 | 1,318 | |||||||||||||||
| Finance Charges | (80 | ) | (65 | ) | (138 | ) | (103 | ) | (386 | ) | ||||||||||
| Net Present Values | 106 | 231 | 175 | 420 | 932 | |||||||||||||||
28
Notes to the Interim Financial Statements
for the six month period to June 30, 2026
| 10. | Related party transactions |
Actavia Life Sciences Inc. (formerly Rasna Therapeutics Inc.) is a related party as the entity is controlled by a person that has significant influence over the Group. Actavia is also party to a Shared Services agreement with Tiziana whereby Actavia is charged for shared services such as the payroll and rent. During 2022, Tiziana extended a loan to Actavia for $75,000 at an interest rate of 16% per annum. As of December 31, 2025, $567k was owed to Tiziana Life Sciences Ltd in respect of the loan and shared services agreement. Tiziana has determined that the probability of recoverability is low, therefore the amount owed was fully impaired in the year ending 31 December 2025. There have been no further charges under the shared services agreement in the period ending 30 June 2026.
In addition to the above, on April 16, 2020, Tiziana also acquired all of the intellectual property relating to a nanoparticle-based formulation of Actinomycin D (Act D; a.k.a. Dactinomycin), from Rasna to expand its pipeline for a consideration of an initial $120k upfront payment and milestone payments of up to an additional aggregate $630k. There were no milestone payments due in the period ending 30 June 2026 (Dec 2025: $nil, June 2025: $nil).
OKYO Pharma Ltd (“OKYO”) is a related party as the entity is controlled by a person that has significant influence over the Group. OKYO is also party to a Shared Services agreement with Tiziana whereby OKYO is charged for shared services such as the payroll and rent. As of June 30, 2026, $158k was owed to OKYO (Dec 2025: $744k, Jun 2025: $809k owed to Tiziana Life Sciences Ltd) in respect of this agreement. The total charged under the shared services agreement in the period ended Jun 2026 was $346k (Dec 2025: $140k, Jun 2025: $72k).
Accustem Sciences Inc is a related party as the entity is controlled by a person that has significant influence over the Group. During the period ended 30 June 2022 an investment for $2,675k was made in Accustem. Accustem is also party to a Shared Services agreement with Tiziana whereby the Company is charged for shared services such as payroll and rent and 3rd party suppliers. As of June 30, 2026, $4,341k (Dec 2025: $3,636k, Jun 2025: $3,459k) was the net amount owed by Accustem.
| 11. | Ultimate controlling Party |
The ultimate controlling party of the Group is Planwise Group Ltd.
| 12. | Post balance sheet events |
On 16 July 2026, subsequent to the reporting date, the Company agreed to extend the exercise period of the 7,040,000 outstanding warrants issued in January 2026 by a further six months to 16 January 2027.
29