SecProbe.io

CORRESP
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filename1.htm

Ed Lukins

+44
(0) 20 7556 4261

elukins@cooley.com

September 24, 2018

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Attn:
    Rolf Sundwall

Mark
Brunhofer

Christine
Westbrook

Suzanne
Hayes

    Re:
    Tiziana Life Sciences plc

Registration
Statement on Form F-1/A No. 1

Filed
August 23, 2018

File
No. 333-226368

Ladies
and Gentlemen:

On
behalf of Tiziana Life Sciences plc (the “Company”), we are submitting this letter and the following
information in response to a letter, dated August 31, 2018, from the staff (the “Staff”) of the U.S.
Securities and Exchange Commission (the “Commission”) with respect to the Company’s registration
statement on Form F-1 (Amendment 1) submitted on August 23, 2018 (the “Registration Statement”). We
are also electronically transmitting an amended version of the Registration Statement (“Amendment 2”)
and sending the Staff a hard copy of this letter, Amendment 2 and a blackline between Amendment 2 and Amendment 1. The Staff should
also be aware that Amendment 2 contains information extracted Company’s unaudited interim financial information for the
six month period ended June 30, 2018, which was released via regulatory information service in the United Kingdom on the date
of this letter.

The
numbering of the paragraphs below corresponds to the numbering of the comments in the letter. For the Staff’s convenience,
we have incorporated your comments into this response letter in italics. Capitalized terms used in this letter but otherwise not
defined herein shall have the meanings ascribed to such terms in Amendment 2.

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.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has amended the relevant
text on page 131 of Amendment 2, and in section 14(q) of the revised Exhibit 4.1.

***

[Signature
Page Follows]

U.S.
Securities and Exchange Commission

September 24, 2018

Page
2

Please
contact me at +44 (0) 20 7556 4261 with any questions or further comments regarding the Company’s responses to the Staff’s
comments.

Yours
sincerely,

    /s/ Ed Lukins

    Ed Lukins

cc:
	      Tiziano Lazzaretti, Tiziana Life Sciences plc

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(UK) LLP Dashwood 69 Old Broad Street London EC2M 1QS, UK

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