Tiziana Life Sciences Ltd美股招股说明书(2026-01-22版)

We are offering8,800,000common shares, par value $0.001 per common share on a best efforts basis at a price of $1.25 perordinary share. For every common share subscribed in this offering, participants will receive one warrant entitling the holder tosubscribe for one new common share at a price of $1.50 at any time up to and including July 16, 2026 (when the warrants expire). Our common shares are listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “TLSA.” On January 15, 2026, thelast reported sale price of our common shares on Nasdaq was $1.45 per common share. These securities are being sold in this offering to certain purchasers under securities purchase agreements dated January 15, 2026between us and the purchasers. As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinaryshares held by nonaffiliates, or our public float, was approximately $149,125,865 based on 76,474,803 outstanding ordinary sharesheld by non-affiliates and a per ordinary share price of $1.95, which was the closing price of our ordinary shares on October 28, 2025and is the highest closing sale price of our ordinary shares on The Nasdaq Capital Market within the prior 60 days. As of the date ofthis prospectus supplement, we have sold $169,078 of ordinary shares during the prior 12-month calendar period that ends on, andincludes, the date of this prospectus supplement (but excluding this offering). We are thus currently eligible to offer and sell up to anaggregate of approximately $150 million of our securities pursuant to General Instruction I.B.5 of Form F-3. We are an “emerginggrowth company,” as defined by the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and as such, have elected to complywith certain reduced public company reporting requirements for this prospectus and future filings. Investing in our securities involvesa high degree of risk. You should carefully consider all of the information set forth in this prospectus supplement, the accompanyingbase prospectus and the documents incorporated by reference in this prospectus supplement before deciding to invest in our ordinary 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 certain 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. Delivery of the common shares is expected to be made on or about January 19, 2026. The date of this prospectus supplement is January 16, 2026 PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the SEC, utilizing a “shelf” registrationprocess, and relates to the offering of the securities. Before buying any of the securities that we are offering, we urge you to carefullyread this prospectus supplement and accompanying base prospectus, together with the information incorporated by reference asdescribed under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in We provide information to you about this offering of our securities in two separate documents that are bound together: (1) thisprospectus supplement, which describes the specific details regarding this offering; and (2) the accompanying base prospectus, datedMarch 24, 2025, which became effective on March 27, 2025, which provides general information, some of which may not apply to thisoffering. Generally, when we refer to this “prospectus,” we are referring to both documents combined. This prospectus supplement andaccompanying base prospectus add to and update information contained in the documents incorporated by reference into thisprospectus supplement and accompanying base prospectus. To the extent there is a conflict between the information contained in thisprospectus supplement and accompanying base prospectus, on the one hand, and the information contained in any documentincorporated by reference into this prospectus supplement and accompanying base prospectus that was filed with the SEC before the You should rely only on the information contained in or incorporated by reference in this prospectus supplement andaccompanying base prospectus and in any free writing prospectus that we have authorized for use in connection with this offering. Wehave not authorized anyone to provide you with different information. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are not, and the placement agent is not, making an offer to sell thes