SEC Comment Letter for Tiziana Life Sciences Ltd (TLSA) (CIK 0001723069) (TLSA) — Dec 6, 2017
Tiziana Life Sciences Ltd (TLSA) (CIK 0001723069)
Date: Dec. 6, 2017 · CIK: 0001723069 · Accession: 0000000000-17-042715
AI Filing Summary & Sentiment
Letter
December 6, 2017 Kunwar Shailubhai Chief Executive Officer Tiziana Life Sciences plc 3rd Floor, 11-12 St James’s Square London SW1 4LB, United Kingdom Re:Tiziana Life Sciences plc Draft Registration Statement on Form 20-F Filed November 30, 2017 File No. 377-01809 Dear Mr. Shailubhai: Our preliminary review of your draft registration statement indicates that it fails in numerous material respects to comply with the requirements of the form. For instance, we note the audit report is not dated. Further, you indicate in Note 2 on page F-7 that your financial statements have been prepared in accordance with IFRS as adopted by the European Union, IFRIC interpretations and the Companies Act of 2006. Your auditors indicate in their report on page F-2 that your financial statements are presented fairly, in all material respects, in conformity with U.S. generally accepted accounting principles (US GAAP). In order to provide financial statements without reconciliation to US GAAP, please revise your filing to provide financial statements and an audit report that consistently refer to IFRS as issued by the IASB as stipulated in Item 17(c) of Form 20-F. Finally, we note that while the Balance Sheet dated June 30, 2017 on page F-3 indicates the line items are written in the thousands, the cash and cash equivalent line item is not. Accordingly, we will not perform a detailed examination of the draft registration statement and we will not issue comments. You may submit a substantive amendment to correct the deficiencies. Please contact Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Ed Lukins, Esq.
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December 6, 2017
Kunwar Shailubhai
Chief Executive Officer
Tiziana Life Sciences plc
3rd Floor, 11-12 St James’s Square
London SW1 4LB, United Kingdom
Re:Tiziana Life Sciences plc
Draft Registration Statement on Form 20-F
Filed November 30, 2017
File No. 377-01809
Dear Mr. Shailubhai:
Our preliminary review of your draft registration statement indicates that it fails in
numerous material respects to comply with the requirements of the form. For instance, we note
the audit report is not dated. Further, you indicate in Note 2 on page F-7 that your financial
statements have been prepared in accordance with IFRS as adopted by the European Union,
IFRIC interpretations and the Companies Act of 2006. Your auditors indicate in their report on
page F-2 that your financial statements are presented fairly, in all material respects, in
conformity with U.S. generally accepted accounting principles (US GAAP). In order to provide
financial statements without reconciliation to US GAAP, please revise your filing to provide
financial statements and an audit report that consistently refer to IFRS as issued by the IASB as
stipulated in Item 17(c) of Form 20-F. Finally, we note that while the Balance Sheet dated June
30, 2017 on page F-3 indicates the line items are written in the thousands, the cash and cash
equivalent line item is not. Accordingly, we will not perform a detailed examination of the draft
registration statement and we will not issue comments.
You may submit a substantive amendment to correct the deficiencies. Please contact
Ada D. Sarmento at 202-551-3798 or Mary Beth Breslin at 202-551-3625 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Ed Lukins, Esq.