SEC Comment Letter for Tiziana Life Sciences Ltd (TLSA) (CIK 0001723069) (TLSA) — Sep 24, 2018
Tiziana Life Sciences Ltd (TLSA) (CIK 0001723069)
Date: Sept. 24, 2018 · CIK: 0001723069 · Accession: 0000000000-18-029925
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File numbers found in text: 333-226368
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August 31, 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. 1 to Registration Statement on Form F-1
Filed August 23, 2018
File No. 333-226368
Dear Mr. Lazzaretti:
We have reviewed your amended registration statement and have the following
comment. In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed August 23, 2018
Exhibits
1.We note that the form of American Depositary Receipt included in the form of Deposit
Agreement filed as Exhibit 4.1 provides in relevant part that "No disclaimer of liability
under the Securities Act of 1933 is intended by any provision hereof." Please amend this
section 14(q) so that it specifically provides that no disclaimer of liability under the US
federal securities laws or the rules and regulations thereunder is intended by any provision
thereof. Please make the corresponding revision to the form of Deposit Agreement.
FirstName LastNameTiziano Lazzaretti
Comapany NameTiziana Life Sciences plc
August 31, 2018 Page 2
FirstName LastName
Tiziano Lazzaretti
Tiziana Life Sciences plc
August 31, 2018
Page 2
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.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Ed Lukins, Esq.