| Accounting Policies, by Policy (Policies) | 12 Months Ended |
| Dec. 31, 2021 |
| Accounting Policies [Abstract] | |
| Basis of preparation | Basis
of preparation The
consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board (IASB), and IFRIC interpretations as applicable to companies reporting under
IFRS. These accounts have been prepared under the historical cost convention except for the following items: - Financial instruments – fair value through profit or loss -Financial instruments – fair
value through other comprehensive income |
| Going Concern | Going
Concern The
Group incurred losses during the year and has net assets at the year end. The
Group is in the early stages of developing its business focusing on the discovery and development of novel molecules that treat human
disease in oncology and immunology. As the Group is pre-revenue, the Directors expect the Group to incur further losses and to require
significant capital expenditure in continuing to develop clinical stage development therapeutic candidates in both oncology and immunology.
The Group has successfully funded clinical trials to date and going forward will need to continue to secure additional investment to
fund the clinical trials. The
Directors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investment
to fund that operation. Based on those projections, the directors conclude that the company will be able to meet its liabilities
as they fall due until at least June 2023, with a cash surplus of approximately $15m projected at this date. Accordingly, the Directors
believe it appropriate that the financial statements have been prepared on a going concern basis. |
| New and Revised Standards | New
and Revised Standards Standards
in effect in 2021 There
are no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January
1, 2021, that are relevant to the Group and that have had any impact in the year to December 31, 2021. New standards, amendments to standards
and interpretations that are not yet effective, which have been deemed by the Group as currently not relevant, and hence are not listed
here |
| Basis of consolidation | Basis
of consolidation Subsidiary
undertakings are all entities over which the Group exercises control. The Group has control when it can demonstrate all of the following:
(a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the ability
to use its power over the investee to affect the amount of the investor’s return. The
existence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are considered
when assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains control
and are de-consolidated from the date at which control ceases. |
| Business combination | Business
combination The Group has undertaken
a group reorganisation exercise during the year to December 31, 2021. As part of this process, Tiziana Life Sciences Ltd (a Bermudan
entity) was inserted above Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc) in the Group’s structure. As both
entities were under common control of Planwise Ltd, the transaction does not constitute a business combination under IFRS 3 ‘Business
combinations’ and instead has been accounted for as a group reorganization, using the pooling of interest method. This results
in assets and liabilities being measured at their carrying amount in Tiziana Life Sciences Limited (formerly Tiziana Life Sciences Plc)
but share capital being that of Tiziana Life Sciences Ltd (a Bermudan entity). Merger accounting has been used to account for this transaction
(See note 15 for details). On 21 October 2021, Tiziana
Life Sciences Ltd. (the ‘Company’) acquired the entire shareholding of the former Tiziana Life Sciences Plc and its related
subsidiaries, by a way of a share for share exchange with Tiziana Life Sciences Ltd becoming the Group’s immediate parent company. On
21 October 2021, the Company was admitted for listing on the NASDAQ Capital Market Exchange and the former Tiziana Life Sciences Plc
was delisted from the London Stock Exchange. This Annual Report 20-F is
the first set of annual financial statements presented for the newly formed Group and the prior period comparison is that of the former
Tiziana Life Sciences Plc. The underlying structure of the Group is unchanged and as such the Consolidated Income Statement, Consolidated
Statement of Financial Position, Consolidated Statement of Changes in Equity and Consolidated Statement of Cash Flows have been presented
on a consistent basis as if the group reorganisation had taken place at the start of the earliest period presented (see note 15). |
| Segment reporting | Segment
reporting Operating segments are reported
in a manner consistent with the internal reporting provided to the Board. The Board considers there to be only one operating segment being
the research and development of biotechnological and pharmaceutical products. |
| Taxation | Taxation The
tax expense for the year represents the total of current taxation and deferred taxation. The charge in respect of current taxation is
based on the estimated taxable profit for the year. Current tax is provided at amounts expected to be paid (or recovered) using the tax
rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred
tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities
and their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that have
been enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realized, or the
deferred liability is settled. Deferred tax assets are recognized to the extent that it is probable that the future taxable profit will
be available against which the temporary differences can be utilized. Research and Development tax
credits are provided for in the year that the costs are incurred. These are estimated based on eligible research and development expenditure.
Any differences that are rebated are recognized in the following year, when the cash is received from the UK tax authorities. |
| Foreign currency translation | Foreign
currency translation Items
included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment
in which the entity operates (the functional currency). The consolidated financial statements are presented in US dollars, which is the
Group’s presentational currency. Foreign
currency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange
rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. The
financial statements of overseas subsidiary undertakings are translated into US dollars on the following basis:
● Assets and liabilities at the rate of exchange ruling
at the year-end date.
● Profit and loss account items at the average rate of
exchange for the year. Exchange
differences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designated
as hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation. |
| License fees | License
fees Payments
made which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquire
an asset. Licence fees expenses are recognised as incurred. |
| Research and development | Research
and development All
on-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environment
inherent in the development of the Group’s products, the criteria for development costs to be recognised as an asset, as set out
in IAS 38 ‘Intangible Assets’, are not met until a product has been granted regulatory approval and it is probable that future
economic benefit will flow to the Group. The Group currently has no qualifying expenditure. |
| Financial instruments | Financial
instruments The
Group classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrument
in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an
equity instrument. The
Group evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component.
Such components shall be classified separately as financial assets, financial liabilities or equity instruments. A
financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity. (a)
Financial assets, initial recognition and measurement and subsequent measurement All
financial assets not recorded at fair value through profit or loss, such as receivables and deposits, are recognized initially at fair
value plus transaction costs. Financial assets carried at fair value through profit or loss (FVTPL) are initially recognized at fair
value, and transaction costs are expensed in the income statement. The measurement of financial assets depends on their classification.
Financial assets such as receivables and deposits are subsequently measured at amortized cost using the effective interest method, less
loss allowance. The Group does not hold any financial assets at fair value through profit or loss or fair value through other comprehensive
income. (b)
Financial liabilities, initial recognition and measurement and subsequent measurement Financial
liabilities are classified as measured at amortized cost or FVTPL. A
financial liability is classified as at FVTPL if it is a derivative. Financial liabilities at FVTPL are measured at fair value and net
gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured
at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit
or loss. Any gain or loss on derecognition is also recognized in profit or loss. The
Group’s financial liabilities include trade and other payables. |
| Warrants | Warrants Warrants
are issued by the Group in return for services and as part of a financing transaction. Warrants
issued in return for services. These
warrants fall within scope of IFRS 2. The Company recognises that the fair value at the date of grant of these warrants should be expensed
to the Statement of Income and recognised over the life of the service for which the warrant was provided. These warrants have been valued
by reference to the equity instruments granted as they are all tied to Convertible loan notes. The measurement date is therefore the
date that the Convertible loan note was entered into. Warrants
issued as part of a financing transaction. Warrants
issued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments because a fixed
amount of cash is exchanged for a fixed amount of equity. The fair value is recognised within equity and is not remeasured. |
| Share capital | Share
capital Ordinary
shares of the Company are classified as equity. |
| Property, plant and equipment | Property,
plant and equipment (i Items
of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs include
expenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality
of the related equipment is capitalised as part of that equipment. When
parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components)
of property, plant and equipment. Gains
and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying
amount of property, plant and equipment, and are recognised in profit or loss. (ii)
Depreciation Depreciation
is calculated on the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value. Depreciation
is recognised in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant and
equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that
the Group will obtain ownership by the end of the lease term. The
estimated useful lives for the current period and the comparative period are as follows.
Fixtures and fittings 5 years
IT and equipment 3 years
Right of use asset Economic life of contractual relationship Depreciation
methods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses line
of the income statement. |
| Impairment | Impairment Impairment
of financial assets measured at amortised cost At
each reporting date the Group recognises a loss allowance for expected credit losses on financial assets measured at amortised cost. In
establishing the appropriate amount of loss allowance to be recognised, the Group applies either the general approach or the simplified
approach, depending on the nature of the underlying group of financial assets. General
approach The
general approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restricted
cash and cash and cash equivalents. Under
the general approach the Group recognises a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses,
unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance is
recognised at an amount equal to the lifetime expected credit losses. Simplified
approach The
simplified approach is applied to the impairment assessment of trade receivables. Under
the simplified approach the Group always recognises a loss allowance for a financial asset at an amount equal to the lifetime expected
credit losses. Impairment
of non-financial assets Non-financial
assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Non-financial
assets are impaired when its carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair
value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts
discounted back to present value at a pre-tax discount rate. |
| Leases | Leases All
leases are accounted for by recognizing a right-of-use asset and a lease liability except for:
● Leases of low value assets;
and
● Leases with a duration
of 12 months or less. IFRS16
was adopted 1 January 2019 without restatement of comparative figures. The following policies apply subsequent to the date of initial
application, 1 January 2019. The
Group has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group
does not have any leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease payments
based on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifies
its right-of-use assets in a consistent manner to its property, plant and equipment (see Note 12). For
leases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the properties
in their original condition at the end of the lease. The expected costs of returning to original condition is considered negligible. At
lease commencement date, the Group recognises a right-of-use asset and a lease liability in its consolidated statement of financial position.
The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs
incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made
in advance of the lease commencement date (net of any incentives received). The
Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful
life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such
indicators exist. At
the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted
using the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possible
to determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group would
have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate
is adjusted should the lessee entity have a different risk profile to that of the Group. Lease
payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments
based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably
certain to be exercised. Subsequent
to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance
costs. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. Short term leases exempt from IFRS
16 are classified as operating leases. Payments made under operating leases are recognised in profit and loss on a straight-line basis
over the term of the lease. The
Group as a lessor As
a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers
substantially all the risks and rewards incidental to ownership of the underlying asset and classified as an operating lease if it does
not. During the course of 2021,
the Group continued to sublet one of its office spaces until October 2021. This has been recognised as a finance lease receivable for
the value of the sublease. |
| Share based payments | Share
based payments The
calculation of the fair value of equity-settled share-based awards and the resulting charge to the statement of comprehensive income
requires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of the
Company’s share price. These assumptions are then applied to a recognised valuation model in order to calculate the fair value
of the awards. Where employees and directors
are rewarded using share-based payments, the fair value of the employees’, directors’ or advisers’ services are determined
by reference to the fair value of the share options/warrants awarded. Their value is appraised at the date of grant and excludes the impact
of any nonmarket vesting conditions (for example, profitability and sales growth targets). In
accordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share options
based upon the fair value of the instrument used. A corresponding credit is made to an –equity reserve, in the case of options/warrants
awarded to employees, directors, advisers and other consultants. If
vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate
of the number of share options/warrants expected to vest. Non market vesting conditions are included in assumptions about the number
of options / warrants that are expected to become exercisable. Estimates
are subsequently revised, if there is any indication that the number of share options/warrants expected to vest differs from previous
estimates. No adjustment is made to the expense or share issue cost recognised in prior periods if fewer share options ultimately are
exercised than originally estimated. Upon exercise of share options/warrants,
the proceeds received are allocated to share capital with any excess being recorded as share premium. A corresponding debit is made to
the share based payment reserve. Where
share options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise would
have been recognised for services received over the remainder of the vesting period is recognised immediately within the Statement of
Comprehensive Income. All
goods and services received in exchange for the grant of any share based payment are measured at their fair value. |
| Convertible loan notes | Convertible
loan notes The Group issues Convertible loan notes which
can be classified as equity or a liability depending on whether the fixed for fixed condition is met or not. Where the fixed for fixed condition is met The
Group classifies convertible loan notes that meet the fixed for fixed condition as equity instruments and records the principal of the
loan note as a equity in a Convertible loan note reserve. The accrued interest on the principal amount is also recorded in the Convertible
loan note reserve. Upon redemption of the instrument and the issue of share capital, the amount is reclassified from the convertible
loan note reserve to share capital and share premium. Where the fixed for fixed condition is not
met The Group classifies convertible
loan notes that do not meet the fixed for fixed condition as liability instruments and records the principal of the loan note as a debt
liability in the liabilities section of the statement of financial position. The accrued interest on the principal amount is recorded
in the income statement and as an increase in the debt liability. Upon redemption of the instrument and the issue of share capital, the
amount is reclassified from the debt liability to share capital and share premium. |
| Sub License Income | Sub
License Income In
September 2021 the Company signed a collaboration agreement signed with Precision Biosciences, Inc. under which $750k was recognized
as an upfront payment in accordance with the contract for the on grant of an exclusive license to use foralumab as a lymphodepletion
agent in conjunction with Precision Biosciences, Inc’s allogeneic CAR T therapeutics for the treatment of cancers. |
| Other Intangible Assets | Other
Intangible Assets Other
intangible assets that are acquired by the Group are stated at cost less accumulated impairment losses. At
each balance sheet date non-financial assets are assessed to determine whether there is an indication that the asset or the asset’s
cash generating unit may be impaired. If there is such an indication the recoverable amount of the asset or asset’s cash generating
unit is compared to the carrying amount. |
