UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Scotland | N/A | |||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
Scotland,
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
twenty Ordinary Shares, nominal value £0.0001 per share |
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* Not for trading, but only in connection with the listing of the American Depositary Shares on The NASDAQ Stock Market LLC.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 29, 2024, the Renumeration Committee of the Board of Directors of TC Biopharm (Holdings) PLC (the “Company”) approved a grant of options to purchase american depositary shares (the “ADSs”) to the Company’s executive officers and non-employee directors under the Company’s 2021 Shares Option Scheme (the “Plan”) and agreed to cancel all shares options previously issued to such persons. For a more detailed description of the Plan, see “Equity Compensation Plans” under Item 6B of the Company’s Annual Report on 20-F for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission.
Each non-employee director received an option to purchase 41,760 ADSs, or ADSs representing 835,200 ordinary shares, par value £0.0001 per share (the “Ordinary Shares”) at an exercise price of $1.09 per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. Martin Thorp, the Company’s chief financial officer, received an option to purchase 177,122 ADSs, or ADSs representing 3,542,440 Ordinary Shares at an exercise price of $1.09 per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. Bryan Kobel, the Company’s chief executive officer received an option to purchase 381,606 ADSs, or ADSs representing 7,632,120 Ordinary Shares at an exercise price of $1.09 per ADS, which is equal to the closing price of the Company’s ADSs on the Nasdaq Capital Market on January 31, 2024. All share options that were issued vest immediately upon issuance.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 6, 2024 | ||
| TC BIOPHARM (HOLDINGS) PLC | ||
| By: | /s/ Martin Thorp | |
| Martin Thorp | ||
| Chief Financial Officer | ||
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