Form 424B3 - Prospectus [Rule 424(b)(3)]
01 September 2023 - 11:15PM
Edgar (US Regulatory)
Filed
pursuant to rule 424(b)(3)
Registration
Statement No. 333-268755
Prospectus
Supplement
(To
the Prospectus dated December 23, 2022)
UP
TO 4,410,000 AMERICAN DEPOSITARY SHARES
REPRESENTING
4,410,000 ORDINARY SHARES
This
prospectus supplement updates, supersedes and amends certain information contained in the prospectus dated December 23, 2022 (the “Original
Prospectus”), relating to the offering on a resale basis of an aggregate of 155,000 American Depositary Shares (the “ADSs”),
or ADSs representing ordinary shares, pre-funded warrants to purchase up to 1,315,000 ADS (the “Pre-Funded Warrants”), series
A purchase warrants to purchase up to 1,470,000 ADSs (the “Series A Ordinary Warrants”) and series B purchase warrants to
purchase up to 1,470,000 ADSs (the “Series B Ordinary Warrants” and together with the Series A Ordinary Warrants, the “Existing
Warrants”). The exercise price of the Existing Warrants is £0.35 per ADS. The Existing Warrants have been amended as described
below under “Amendments to Existing Warrants.”
This
prospectus supplement should be read in conjunction with the Original Prospectus, and is qualified by reference to the Original Prospectus,
except to the extent that the information presented herein supersedes the information contained in the Original Prospectus. This prospectus
supplement is not complete without, and may only be delivered or used in connection with, the Original Prospectus, including any amendments
or supplements thereto. We may amend or supplement the Original Prospectus from time to time by filing amendments or supplements as required.
You should read the entire Original Prospectus and any amendments or supplements carefully before you make an investment decision.
Our
ADSs are listed on the Nasdaq Capital Market under the symbol “TCBP.” On August 31, 2023, the last reported sale price of
our ADSs on the Nasdaq Capital Market was $0.56 per share.
We
are a “foreign private issuer,” and an “emerging growth company” each as defined under the federal securities
laws, and, as such, we are subject to reduced public company reporting requirements.
Investing
in our securities involves a high degree of risk. See “Risk Factors” in the Original Prospectus and documents incorporated
therein by reference for a discussion of such risk factors, which factors should be read carefully in connection with an investment in
our securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
AMENDMENTS
TO EXISTING WARRANTS
This
prospectus supplement is being filed to disclose the following:
As previously reported on a Form 6-K filed with the Securities and Exchange Commission, on
July 10, 2023, we entered into an amendment with certain holders of Existing Warrants pursuant to which, among other things, we agreed
to amend the exercise price of the Existing Warrants to £0.35 per ADS.
Prospectus
supplement dated September 1, 2023
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