TC Biopharm Files 8-K, Reports Corporate Changes

TL;DR

TC Biopharm filed an 8-K on April 1st, reporting corporate changes and listing share classes/warrants.

AI Summary

TC Biopharm (Holdings) plc filed an 8-K on April 4, 2024, reporting events as of April 1, 2024. The filing indicates changes in the company's structure and potentially its financial reporting, as it lists various share classes and warrants. The company is incorporated in Scotland and operates in the biological products sector.

Why It Matters

This filing signals potential shifts in TC Biopharm's corporate structure or financial reporting, which could impact investors' understanding of the company's share classes and outstanding instruments.

Risk Assessment

Risk Level: medium — The filing indicates corporate changes and the reporting of various share classes and warrants, which can introduce complexity and potential risks for investors if not clearly understood.

Key Players & Entities

• TC Biopharm (Holdings) plc (company) — Registrant
• April 1, 2024 (date) — Earliest event reported date
• April 4, 2024 (date) — Filing date
• Scotland (location) — State of incorporation

FAQ

Filing Documents

• form8-k.htm (8-K) — 47KB
• ex99-1.htm (EX-99.1) — 13KB
• 0001493152-24-013119.txt ( ) — 289KB
• tcbp-20240401.xsd (EX-101.SCH) — 4KB
• tcbp-20240401_def.xml (EX-101.DEF) — 27KB
• tcbp-20240401_lab.xml (EX-101.LAB) — 37KB
• tcbp-20240401_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): April 1, 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 8.01 Other Events On April 1, 2024, TC Biopharm (Holdings) PLC (the "Company") entered into a non-binding letter of intent (the "LOI") with an unnamed cell therapy company. (the "Seller"), regarding the potential acquisition (the "Proposed Transaction") by the Company of the following assets of Seller: a Solid Tumor tool kit, a NK Cell Manufacturing tool kit, and two CAR-NK programs (the "Assets"). In exchange for the sale of the Assets to the Company, the Company will pay to the Seller a combination of cash and equity at closing, as well as milestone payments based upon certain clinical achievements. The LOI only represents a mutual indication of interest regarding the Proposed Transaction and the terms of the Proposed Transaction are agreements. Upon execution of the definitive agreements, the completion of the transaction will be subject to, among other matters, satisfaction of the conditions negotiated therein, the Company having secured adequate financing, and receipt of all third party (including governmental) approvals, licenses, consents, and clearances, as and when applicable. There can be no assurance that the Proposed Transaction will be completed on the terms contemplated in the LOI or otherwise. In particular, the timing of closing of any such transaction and the aggregate consideration that we may pay may materially differ from that currently contemplated by the LOI. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. Forward-Looking This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company's intent or ability to effect any budget savings or execute on any M&A or capital raising strategy. These statements are based on management's current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that the proposed issuance of shares may not be approved by the Company's shareholders. For other important factors that could cause actual results to differ materially

View Full Filing

View this 8-K filing on SEC EDGAR