As filed with the Securities and Exchange Commission on January 21, 2022.
Registration No. 333-260492
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4
TO
FORM F-1
REGISTRATION STATEMENT UNDER SECURITIES ACT OF 1933
TC BIOPHARM (HOLDINGS) PLC
(Exact name of registrant as specified in its charter)
| Scotland | 8731 | Not Applicable | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification No.) |
Maxim 1, 2 Parklands Way
Holytown, Motherwell, ML1 4WR
Scotland, United Kingdom
+44
(0) 141 433 7557
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
TC BioPharm (North America) Inc.
c/o Business Filings, Inc.
108 West 13th Street
Wilmington, Delaware 19801
(800) 981-7183
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
Copy of all communications including communications sent to agent for service, should be sent to:
Andrew D. Hudders, Esq. Golenbock Eiseman Assor Bell & Peskoe LLP 711 Third Avenue – 17th Floor New York, NY 10017 (212) 907-7300 ahudders@golenbock.com |
Joseph Lucosky, Esq. Lucosky Brookman LLP 101 Wood Avenue South 5th Floor Woodbridge, NJ 08830 (732) 395-4402 jlucosky@lucbro.com |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company.
Emerging Growth Company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
| Title of each class of securities to be registered | Proposed maximum aggregate offering price (1) | Amount of Registration Fee | ||||||
| Ordinary shares, £0.01 par value (2) | $ | 34,500,000 | $ | 3,198.15 | ||||
| Warrants to purchase ordinary shares (2) (3) | -nil | -nil | ||||||
| Ordinary shares, £0.01 par value, issuable upon exercise of the warrants to purchase ordinary shares, at 125% of the public offering price (2) (4) | $ | 43,125,000 | $ | 3,997.69 | ||||
| Ordinary shares, £0.01 par value, issuable to selling shareholders (2) (5) | $ | 19,709,110 | $ | 1,827.03 | ||||
| Warrants to purchase ordinary shares (2) (3) (5) | -nil | -nil | ||||||
| Ordinary shares, £0.01 par value, issuable upon exercise of the warrants to purchase ordinary shares, issuable to selling shareholders at 125% of the public- offering price (2) (4) (5) | $ | 40,890,270 | $ | 3,790.53 | ||||
| Representative’s warrants for ordinary shares (2) (3) | - nil | -nil | ||||||
| Ordinary shares, £0.01 par value, issuable upon exercise of the representative’s warrants at 100% of the public offering price (2) (4) | $ | 1,725,000 | $ | 159.91 | ||||
| Total fee due | $ | 12,973.31 | ||||||
| Amount of fee previously paid | $ | 12,973.31 | ||||||
| Additional fee paid with Amendment No. 3 | $ | -nil | ||||||
| (1) | Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act. Includes the offering price of ordinary shares represented by American Depositary Shares, or ADSs, that the Underwriters have the option to purchase to cover over-allotments, if any. |
| (2) | These ordinary shares are represented by ADSs, each of which represents one ordinary share of the registrant. ADSs issuable upon deposit of the ordinary shares registered hereby are being registered pursuant to a separate registration statement on Form F-6 (File No. 333- 262149). In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (“Securities Act”), the securities being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the ordinary shares being registered hereunder as a result of stock splits, stock dividends or similar anti-dilutive transactions. |
| (3) | No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. |
| (5) | These ordinary shares are represented by ADSs, each of which represents one ordinary share of the registrant. ADSs issuable upon deposit of the ordinary shares registered hereby are being registered pursuant to a separate registration statement on Form F-6 (File No. 333- 262149). In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (“Securities Act”), the securities being registered hereunder include such indeterminate number of ordinary shares as may be issuable with respect to the ordinary shares being registered hereunder as a result of stock splits, stock dividends or similar anti-dilutive transactions. Includes ADSs that may be issued from time to time in payment of interest. Represents shares of the ADSs being offered for distribution by the security holders named in this registration statement. |
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
TC BioPharm (Holdings) plc is filing this Amendment No. 4 to its registration statement on Form F-1 (the “Registration Statement”) as an exhibits-only filing. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits and Financial Statement Schedules
Exhibits:
| * | Filed Herewith |
| ** | Previously filed. |
| ⸶ | To be filed by amendment. |
| + | Indicates management contract or compensatory plan. |
Schedules:
None
| II-1 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies it has reasonable grounds to believe that it meets all of the requirements for filing this amended registration statement on Form F-1 with the Securities and Exchange Commission and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Glasgow, Scotland, United Kingdom, on January 21, 2022.
| TC BIOPHARM (HOLDINGS) LIMITED | ||
| By: | /S/ Michael Leek | |
| Dr. Michael Leek | ||
| Executive Chairman of the Board of Directors | ||
Pursuant to the requirements of the Securities Act of 1933, this amended registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /S/ Michael Leek | Executive Chairman of the Board of Directors | January 21, 2022 | ||
| Dr. Michael Leek | (Principal Executive Officer) | |||
| /S/ Bryan Kobel | Chief Executive Officer and Director | January 21, 2022 | ||
| Bryan Kobel | ||||
| /S/ Martin Thorp | Chief Financial Officer and Director (Principal | January 21, 2022 | ||
| Martin Thorp | Financial and Accounting Officer) |
| II-2 |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the registrant has signed this registration statement or amendment thereto on January 21, 2022.
| TC BioPharm (North America) Inc. | ||
| By: | /S/ Bryan Kobel | |
| Name: | Bryan Kobel | |
| Title: | Chief Executive Officer and Director | |
| Authorized Representative in the United States | ||
| II-3 |