Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 7:33AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
(Amendment No.1)*
|
Tiziana Life
Sciences plc
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(Name of Issuer)
|
|
Ordinary Shares, nominal value £0.03 per share
|
(Title of Class of Securities)
|
|
88875G101**
|
(CUSIP Number)
|
|
December 31, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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|
☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
** The CUSIP number is for the American
Depository Shares (“ADS”) that trade on the NASDAQ Global Market, each representing 2 Ordinary Shares. The ISIN number
for the Ordinary Shares is US88875G1013.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP No .
|
88875G101**
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Page 2 of 8
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1
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NAME OF REPORTING PERSON
Altium Capital Management, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY) EIN: 82-2066653
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|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
(b) ☒
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3
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SEC USE ONLY
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|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United State of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
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SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
0
|
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
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TYPE OF REPORTING PERSON
IA, PN
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|
|
|
|
|
|
CUSIP No .
|
88875G101**
|
|
Page 3 of 8
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1
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NAME OF REPORTING PERSON
Altium Growth Fund, LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
CUSIP No .
|
88875G101**
|
|
Page 4 of 8
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1
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NAME OF REPORTING PERSON
Altium Capital Growth GP, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United State of America
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING
0
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
|
12
|
TYPE OF REPORTING PERSON
OO
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|
|
|
|
|
|
CUSIP
No.
|
88875G101**
|
|
Page 5
of 8
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Item 1(a).
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Name
of Issuer: Tiziana
Life Sciences plc (the “Issuer”)
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|
|
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Item 1(b).
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Address
of Issuer’s Principal Executive Offices: 3rd Floor, 11-12 St. James’s
Square
London, England SW1Y 4LB United Kingdom
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Item 2(a).
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Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital
Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered
by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities,
owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities
owned by, the Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer
for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing
of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section
13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other
person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing
of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of
any group with respect to the Issuer or any securities of the Issuer.
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|
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Item 2(b).
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Address
of Principal Business Office or, if None, Residence:
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The
address of the principal business office of each of the reporting person is
152 West 57th Street, FL 20, New York, NY 10019
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Item 2(c).
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Citizenship:
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See
Item 4 on the cover page(s) hereto.
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Item 2(d).
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Title
of Class of Securities:
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Ordinary
Shares, nominal value £0.03 per share (“Ordinary Shares”)
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Item 2(e).
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CUSIP
Number: 88875G101**
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|
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Item 3.
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If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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☐
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined
in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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☐
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Insurance company
as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company
registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser
in accordance with §240.13d-1(b)(1)(ii)(E);
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CUSIP
No .
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88875G101**
|
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Page 6
of 8
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(f)
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☐
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding
company or control person in accordance with §240.13d-1(b)(ii)(G);
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(h)
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☐
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A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that
is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
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(j)
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☐
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Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Provide
the following information regarding the aggregate number and percentage of the class
of securities of the issuer identified in Item 1.
As
of the close of business on December 31, 2020, each of the Reporting Persons have no beneficial ownership of the Issuer’s
Ordinary Shares.
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CUSIP
No .
|
88875G101
|
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Page
7 of 8
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Item
5.
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Ownership
of Five Percent or Less of a Class.
|
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X]
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Item 6.
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Ownership of
More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person.
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Not applicable
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Item 8.
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Identification
and Classification of Members of the Group.
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Not applicable
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Item 9.
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Notice of Dissolution
of Group.
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Not applicable
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Item 10.
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Certification.
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By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Altium Capital Management, LP
|
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By:
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/s/
Jacob Gottlieb
|
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Name:
|
Jacob Gottlieb
|
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Title:
|
CEO
|
|
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Altium Growth Fund, LP
|
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By:
|
Altium
Growth GP, LLC
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Its:
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General Partner
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Signature:
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/s/
Jacob Gottlieb
|
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Name:
|
Jacob Gottlieb
|
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Title:
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Managing Member
of Altium Growth GP, LLC
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Altium Growth GP, LLC
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By:
|
/s/
Jacob Gottlieb
|
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Name:
|
Jacob Gottlieb
|
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Title:
|
Managing Member
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EXHIBIT
INDEX
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