TC Biopharm Reports Equity Sales & Director Changes

TL;DR

TC Biopharm sold unregistered shares and shuffled its board on March 8th.

AI Summary

TC Biopharm (Holdings) plc filed an 8-K on March 12, 2024, reporting on unregistered sales of equity securities and changes in directors and officers. The filing indicates that on March 8, 2024, the company completed an unregistered sale of equity securities, the details of which are not fully disclosed in the provided text. Additionally, the report covers the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with details on compensatory arrangements.

Why It Matters

This filing signals potential dilution from unregistered equity sales and changes in the company's leadership, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Unregistered equity sales can lead to dilution, and changes in directorships can signal internal shifts or strategic realignments.

Key Players & Entities

• TC Biopharm (Holdings) plc (company) — Filer of the 8-K report
• March 8, 2024 (date) — Date of earliest event reported
• March 12, 2024 (date) — Date of report filing

FAQ

Key Financial Figures

• $66,000 — n benefits owed to him in the amount of $66,000 for a period of 9 months and (b) conver
• $24,760 — and (b) convert an aggregate amount of $24,760 of accrued but unpaid contractual pensi
• $2.00 — Ordinary Shares at an exercise price of $2.00 per ADS, which is a premium to the clos

Filing Documents

• form8-k.htm (8-K) — 43KB
• 0001493152-24-009630.txt ( ) — 261KB
• tcbp-20240308.xsd (EX-101.SCH) — 4KB
• tcbp-20240308_def.xml (EX-101.DEF) — 26KB
• tcbp-20240308_lab.xml (EX-101.LAB) — 37KB
• tcbp-20240308_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 7KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 TC Biopharm (Holdings) PLC (Exact name of registrant as specified in charter) Scotland 001-41231 N/A (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) Maxim 1 , 2 Parklands Way , Holytown , Motherwell , Scotland , United Kingdom ML1 4WR (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: +44 (0) 141 433 7557 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered American Depositary Shares, each representing twenty Ordinary Shares, nominal value 0.0001 per share TCBP The Nasdaq Stock Market LLC Ordinary Shares, nominal value 0.0001 per share* N/A The Nasdaq Stock Market LLC Warrants TCBPW The Nasdaq Stock Market LLC * 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). Emerging growth company If an emerging growth company, 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 13(a) of the Exchange Act. Item 3.02 Unregistered Sales of Equity Securities Item 5.02 Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 8, 2024, Bryan Kobel, the chief executive officer of TC Biopharm (Holdings) PLC (the "Company") agreed to (a) defer the payment of accrued but unpaid contractual pension benefits owed to him in the amount of $66,000 for a period of 9 months and (b) convert an aggregate amount of $24,760 of accrued but unpaid contractual pension benefits owed to him into 476,153 ordinary shares, par value 0.0001 per share (the "Ordinary Shares") of Company, based on a price per share equal to the closing price of the Company's american depositary shares (the "ADSs") on the Nasdaq Capital Market on March 7, 2024 divided by twenty (20), or the ADS ratio. In addition, the board of directors (the "Board") approved a grant of options to Mr. Kobel purchase 153,000 ADSs, or ADSs representing 3,060,000 Ordinary Shares at an exercise price of $2.00 per ADS, which is a premium to the closing price of the Company's ADSs on the Nasdaq Capital Market on March 7, 2024. The options granted to Mr. Kobel were issued under the Company's 2021 Shares Option Scheme (the "Plan"). All share options that were issued vested immediately. 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. - 2 - 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 12, 2024 TC BIOPHARM (HOLDINGS) PLC By: /s/ Martin Thorp Martin Thorp Chief Financial Officer - 3 -

View Full Filing

View this 8-K filing on SEC EDGAR