SecProbe.io

May 24, 2018
Tiziano Lazzaretti
Chief Financial Officer
Tiziana Life Sciences plc
3rd Floor, 11-12 St. James's Square
London SW1 4LB, United Kingdom
Re:Tiziana Life Sciences plc
Amendment No. 5 to Draft Registration Statement on Form 20-F
Submitted May 10, 2018
CIK No. 0001723069
Dear Mr. Lazzaretti:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form 20-F
Item 4. Information on the Company
B. Business Overview
Brigham and Women's Hospital License, page 70
1.Please expand your disclosure to include the aggregate potential milestone payments
under the license agreement.

 FirstName LastNameTiziano Lazzaretti
 Comapany NameTiziana Life Sciences plc
 May 24, 2018 Page 2
 FirstName LastName
Tiziano Lazzaretti
Tiziana Life Sciences plc
May 24, 2018
Page 2
General
2.Please update your financial statements and related disclosures throughout your
registration statement as required by Item 8.A.4 of Form 20-F.
            You may contact Rolf Sundwall at (202) 551-3105 or Mark Brunhofer at (202) 551-3638
if you have questions regarding comments on the financial statements and related
matters.  Please contact Christine Westbrook at (202) 551-5019 or Suzanne Hayes at (202) 551-
3675 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Ed Lukins, Esq.