TC BioPharm (Holdings) plc ADR美股招股说明书(2024-12-16版)

Up to $14,000,000Ordinary Shares Represented by American Depositary Shares We have entered into an At The Market Offering Agreement dated as of December 16, 2024 (the “SalesAgreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”), relating to the sale of ouramerican depositary shares, or ADSs, representing ordinary shares, par value £0.0001 per share, or Ordinary Shares,offered by this prospectus supplement and the accompanying prospectus. Each ADS represents two hundred (200)of our Ordinary Shares. In accordance with the terms of the Sales Agreement, we may offer and sell shares of ourADSs having an aggregate offering price of up to $14 million from time to time through Wainwright acting as oursales agent. Sales of ADSs, if any, under this prospectus supplement and the accompanying prospectus may be made intransactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933,as amended (the “Securities Act”), including sales made directly on or through The Nasdaq Capital Market LLC (“Nasdaq”), the existing trading market for our ADSs, or any other existing trading market in the Unites States forour ADSs, sales made to or through a market maker other than on an exchange or otherwise, directly to the SalesAgent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related tosuch prevailing market prices, and/or in any other method permitted by law. Wainwright is not required to sell anyspecific number or dollar amount of ADSs, but will act as sales agent on a commercially reasonable efforts basisconsistent with its normal trading and sales practices. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. We will pay Wainwright a commission of 3.0% of the gross sales price per ADS issued by us and sold through it asour sales agent under the Sales Agreement. In connection with the sale of ADSs on our behalf, Wainwright will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of Wainwright willbe deemed to be underwriting commissions or discounts. We provide more information about how the ADSs will besold in the section entitled “Plan of Distribution.” Our ADSs are listed on The Nasdaq Capital Market under the symbol “TCBP” and our warrants are listed on TheNasdaq Capital Market under the symbol “TCBPW”. On December 12, 2024, the last reported sale price of ourADSs on The Nasdaq Capital Market was $0.5839 per ADS and the last reported sale price of our warrants on TheNasdaq Capital Market was $0.015 per warrant. As of the date of this prospectus supplement, the aggregate market value of our ADSs held by non-affiliates, or ourpublic float, was approximately $42,012,083 based on a total number of 8,207,866 ADSs outstanding, of which8,205,485 ADSs were held by non-affiliates, at a price of $5.12 per ADS, the closing sales price of our ADSs onOctober 17, 2024, which is the highest closing price of our ADSs on the Nasdaq within the prior 60 days. We havenot sold any securities pursuant to General Instruction I.B.5 of Form F-3 during the prior 12-calendar month periodthat ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on theforegoing, we are currently eligible under General Instruction I.B.F of Form F-3 to offer and sell ADSs having anaggregate offering price of up to approximately $14 million. Pursuant to General Instruction I.B.5 of Form F-3, inno event will we sell securities in a public primary offering with a value exceeding one-third of our public float inany 12-month period so long as our public float remains below $75.0 million. Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page S-26 of thisprospectus supplement, page 25 of the accompanying base prospectus and under similar headings in thedocumentsincorporated by reference into this prospectus supplement and the accompanying baseprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying baseprospectus is truthful or complete. Any representation to the contrary is a criminal offense. H.C. Wainwright & Co. The date of this prospectus supplement is December 16, 2024 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-3PROSPECTUS SUPPLEMENTS-4OFFERING SUMMARYS-25RISK FACTORSS-26DIVIDEND POLICYS-33USE OF PROCEEDSS-33PLAN OF DISTRIBUTIONS-34LEGAL MATTERSS-35EXPERTSS-35ENFORCEMENT OF JUDGMENTSS-35WHERE YOU CAN FIND MORE INFORMATIONS-36INCORPORATION BY REFERENCES-36 Prospectus PAGEABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY3RISK FACTORS25SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS25CAPITALIZATION26USE OF PROCEEDS26PLAN OF DISTRIBUTION2