--- title: "Tiziana Life Sciences files for best-efforts share offering via ThinkEquity" url: "https://aibio.space/news/tiziana-life-sciences-files-best-efforts-share-offering-thinkequity/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-12-12" section: "Financings" tickers: "NASDAQ:TLSA" source: "https://www.sec.gov/Archives/edgar/data/1723069/000121390025121308/ea0269465-424b5_tizianalife.htm" summary: "The preliminary filing leaves the size and price blank. There is no minimum amount, so the company may sell fewer shares than offered." --- By the aibio.space news desk. Sources - [Tiziana Life Sciences Ltd 424B5 (2025-12-12)](https://www.sec.gov/Archives/edgar/data/1723069/000121390025121308/ea0269465-424b5_tizianalife.htm) - [Tiziana Life Sciences Ltd 20-F (2025-05-06): business](https://www.sec.gov/Archives/edgar/data/1723069/000121390025040218/ea0239559-20f_tiziana.htm) [TLSA](https://aibio.space/companies/tiziana-life-sciences/) 2025-12-12 # Tiziana Life Sciences files for best-efforts share offering via ThinkEquity Tickers [TLSA](https://aibio.space/companies/tiziana-life-sciences/) The preliminary filing leaves the size and price blank. There is no minimum amount, so the company may sell fewer shares than offered. ## Key facts - **Company**: Tiziana Life Sciences Ltd (NASDAQ: TLSA) - **News type**: Financings - **Primary source**: [Tiziana Life Sciences Ltd 424B5 (2025-12-12)](https://www.sec.gov/Archives/edgar/data/1723069/000121390025121308/ea0269465-424b5_tizianalife.htm) *Stock prices on an electronic board. CC0, via rawpixel. The picture shows the field, not the companies named.* ## The filing Tiziana Life Sciences Ltd (Nasdaq: [TLSA](https://aibio.space/companies/tiziana-life-sciences/)) filed a preliminary prospectus supplement on December 12, 2025 for an offering of its common shares, par value $0.001 per share, on a best efforts basis. The offering size and price are left blank in the filing. On December 11, 2025, the last reported sale price of the shares on the Nasdaq Capital Market was $1.72. The supplement sits under a base prospectus dated March 27, 2025, filed under Registration No. 333-286064. ## Who is placing the shares Tiziana has engaged ThinkEquity LLC as its exclusive placement agent. The agent will use reasonable best efforts to arrange sales. It is not buying or selling any of the shares itself and is not required to arrange the sale of any specific number or dollar amount. Tiziana has agreed to pay placement agent fees, which the supplement leaves blank, and it will bear all other costs of the offering. Dechert LLP is passing on US securities law for Tiziana, and Conyers Dill & Pearman Limited is passing on the validity of the shares under Bermuda law. Sheppard, Mullin, Richter & Hampton LLP of New York is counsel to the placement agent. ## No minimum and no escrow The offering has no minimum amount as a condition of closing. Tiziana says it may sell fewer than all the shares, which may significantly reduce the proceeds, and investors will not receive a refund if the company sells too little to pursue its business goals. There is no escrow, trust or similar arrangement. Proceeds go to the company as soon as investors pay, for immediate use, even though the company says it is uncertain whether it could use them to carry out its plan. ## What the money is for Tiziana says it will use the net proceeds, together with existing cash and cash equivalents, mainly to fund clinical development of its lead asset, 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 those purposes may include scheduled repayment of debt and the interest on it. The same supplement states that the net proceeds, together with existing cash, cash equivalents and marketable securities, will not be sufficient to fund its clinical programs, and that the company expects to need, and intends to seek, more capital. It also says the company has no committed external source of funds and expects to finance its cash needs through equity offerings, debt, partnerships and licensing arrangements. ## Shares, options and lock-up The supplement bases its share count on 118,851,954 common shares outstanding as of June 30, 2025. It excludes 7,930,702 shares issuable on options at exercise prices between $0.50 and $3.72, 4,200,000 shares issuable on vesting of restricted stock units, and 1,198,869 shares sold under the company's at-the-market agreement since June 30, 2025. It says investors in this offering will pay a substantially higher price than the book value of the company's common shares. Directors and officers agreed to a lock-up of two months from the date of the prospectus. Tiziana agreed to the same period with the placement agent, except that starting January 11, 2026 it may complete an offering priced at no less than this one. Beyond the agent's fees, Tiziana will pay for the agent's legal counsel up to $100,000, $29,500 for book-building software and $8,000 for background checks of its officers, directors and entities. ## The company and its reporting Tiziana is a Bermuda company. Its 2024 annual report on Form 20-F, filed May 6, 2025, is prepared under International Financial Reporting Standards, not US generally accepted accounting principles. The company reports in US dollars. ## What is still blank The offering price and size are blank, so any gap between the eventual price and the $1.72 last sale is not shown. The amount of net proceeds is also blank. The supplement itself says the proceeds with existing cash will not be enough to fund the clinical programs. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story TLSA Tiziana Life Sciences Ltd NASDAQ ยท Bermuda Open the starter desk ## More in Financings Financings ### [INmune Bio raises $4.50 million in registered direct offering with warrants](https://aibio.space/news/inmune-bio-raises-4-50-million-registered-direct-offering-warrants/) Oct 29, 2026 Financings ### [Lexeo Therapeutics files $300 million shelf registration](https://aibio.space/news/lexeo-therapeutics-files-300-million-shelf-registration/) Oct 29, 2026 Financings ### [ProKidney files $650 million shelf with $200 million Jefferies sales program](https://aibio.space/news/prokidney-files-650-million-shelf-200-million-jefferies-sales-program/) Oct 29, 2026 --- Source page: https://aibio.space/news/tiziana-life-sciences-files-best-efforts-share-offering-thinkequity/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "Tiziana Life Sciences files for best-efforts share offering via ThinkEquity", 2025-12-12, https://aibio.space/news/tiziana-life-sciences-files-best-efforts-share-offering-thinkequity/