Tiziana Life Sciences Ltd美股招股说明书(2025-12-12版)

Filed Pursuant to Rule 424(b)(5)Registration No. 333-286064 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are part of an effective registration statement filed with the Securities andExchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sellthese securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PROSPECTUSSUPPLEMENT(To Prospectus dated March 27, 2025) SharesCommon Stock Tiziana Life Sciences Ltd. common shares, par value $0.001 per common share on a best efforts basis. We are offering Our common shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “TLSA.” On December 11, 2025, the lastreported sale price of our common shares on Nasdaq was $1.72 per common share. We have engaged ThinkEquity LLC (the “placement agent”) to act as our exclusive placement agent in connection with this offering.The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectussupplement. The placement agent is not purchasing or selling any of the securities we are offering and the placement agent is notrequired to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay placement agentfees to the placement agent as set forth in the table below, which assumes that we sell all of the securities offered by this prospectussupplement. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangementfor funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing ofthis offering. Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than allof the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offeringwill not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described inthis prospectus supplement. In addition, because there is no escrow account and no minimum offering amount, investors could be in aposition where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack ofinterest in this offering. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despiteuncertainty about whether we would be able to use such funds to effectively implement our business plan. See the section entitled“Risk Factors” for more information. We will bear all costs associated with the offering. See “Plan of Distribution” on page S-8 of thisprospectus supplement for more information regarding these arrangements. Investing in our securities involves substantial risks. Please read “Risk Factors” beginning on page S-3 of this prospectussupplement and the risk factors included in the accompanying base prospectus and in the documents filed with the U.S.Securities and Exchange Commission (the “SEC”) and incorporated by reference herein and therein to read about certainfactors you should consider before investing in our common shares. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. (1)In addition to the placement agent commissions, we have agreed to reimburse the placement agent for certain expenses inconnection with this offering. See “Plan of Distribution” for a description of the compensation payable to the placement agent. ThinkEquity The date of this prospectus supplement is December, 2025 TABLE OF CONTENTSPROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-2RISK FACTORSS-3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-5USE OF PROCEEDSS-6DIVIDEND POLICYS-6DILUTIONS-7PLAN OF DISTRIBUTIONS-8LEGAL MATTERSS-15EXPERTSS-15WHERE YOU CAN FIND MORE INFORMATIONS-15INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-16 BASE PROSPECTUS ABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS6CAPITALIZATION6USE OF PROCEEDS6DESCRIPTION OF SHARE CAPITAL AND MEMORANDUM OF ASSOCIATION7DESCRIPTION OF WARRANTS12DESCRIPTION OF UNITS13PLAN OF DISTRIBUTION14TAXATION17EXPENSES17LEGAL MATTERS17EXPERTS17ENFORCEMENT OF CIVIL LIABILITIES18INCORPORATION OF CERTAIN INFORMATION BY REFERENCE19WHERE YOU CAN FIND MORE INFORMATION20 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement