Tiziana Life Sciences closes $8.8 million registered direct offering at $1.25 per share

The pricing

Tiziana Life Sciences Ltd (Nasdaq: TLSA) announced on January 16, 2026 the pricing of a best efforts registered direct offering of 6,400,000 ordinary shares at $1.25 per share, for expected gross proceeds of $8.0 million. The company said the offering was made without an underwriter or placement agent, to members of senior management and existing shareholders. The preliminary prospectus supplement lists Orrick, Herrington & Sutcliffe LLP as United States counsel to the company and Conyers Dill & Pearman Limited as counsel on Bermuda law.

The $1.25 price is below the $1.45 last reported sale price on January 15, 2026.

The closing

Later the same day, the company announced the closing of 7,040,000 shares at $1.25, for gross proceeds of $8.8 million before estimated offering expenses. The closing release calls the offering oversubscribed. The preliminary supplement had estimated net proceeds of approximately $6.5 million after expenses.

Each share carries a warrant to buy one ordinary share at $1.50 at any time up to and including July 16, 2026, when the warrants expire. The company says exercise of all the warrants could bring in up to approximately $10.56 million more. The warrants are exercisable at $1.50 until they expire on July 16, 2026.

Insiders in the deal

Chief Executive Officer Ivor Elrifi led the offering and bought 2,400,000 shares, bringing his total holding to 2,757,848 shares. Executive Chairman and founder Gabriele Cerrone bought 1,600,000 shares through Panetta Partners Ltd, an entity in which he has a beneficial interest. His total holding is 44,974,830 shares.

Cerrone's total of 44,974,830 shares dwarfs the 1,600,000 he bought in this deal, so the insiders' purchases add to large existing stakes. The release does not name the other buyers.

What the filing leaves blank

The preliminary supplement leaves its public float figure blank, along with the number of shares outstanding held by non-affiliates and the amount sold in the prior 12 months. It says that while the public float is below $75 million, the company may not sell through a Form F-3 shelf more than one-third of its public float in any 12-month period. Because those figures are blank, the filing does not show how much room the company has under that limit.

What the money is for

The release says the proceeds will let the company complete its Phase 2 trials in non-active secondary progressive multiple sclerosis (SPMS) and multiple system atrophy, and reach topline readouts in both. The preliminary supplement says the proceeds, with existing cash and cash equivalents, will go primarily to clinical development of foralumab for non-active SPMS, Alzheimer's disease and multiple system atrophy. The rest would go to working capital, capital expenditures and general corporate purposes.

The supplement says Tiziana will require substantial additional capital after this offering and plans to seek it, subject to its lock-up restrictions. It reports that on October 31, 2025 the company agreed to sell 5,263,158 shares at $0.95 per share in a registered direct offering for gross proceeds of approximately $5 million, with a placement agent, and that 1,210,599 shares have been sold under its at-the-market agreement since June 30, 2025.

The evidence so far

The release says 14 patients with non-active SPMS have received foralumab in an open-label expanded access program, and that all of them showed improvement or stability within six months. An open-label program with no control group and 14 patients cannot show the drug's effect. The randomized, double-blind, placebo-controlled Phase 2a trial the release describes is the controlled test, and the release reports no results from it.

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