Share Based Payments

12 Months Ended

Dec. 31, 2024

14. SHARE BASED PAYMENTS

Group and Company Options

The Company operates share-based payment arrangements to remunerate directors and key employees in the form of a share option scheme. The exercise price of the option is normally equal to the market price of an ordinary share in the Company at the date of grant. The Company is currently operating two plans (Tiziana Life Sciences PLC) Share Option Plan which is closed for any new issuances and the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan.

Tiziana Life Sciences PLC Share Option Plan

	2024						2023						2022
	Weighted						Weighted						Weighted
	Average exercise price (cents)			Options (’000)			Average exercise price (cents)			Options (’000)			Average exercise price (cents)			Options (’000)

Outstanding at 1 January		62			6,621			59			6,724			90			22,234
Granted		-			-			-			-			-			-
Forfeited/Cancelled		(77	)		(2,105	)		(44	)		(103	)		(92	)		(15,510	)
Exercised		-			-			-			-			-			-

Outstanding at 31 December		69			4,516			62			6,621			59			6,724

Exercisable at 31 December		74			1,257			60			2,829			58			2,732

No options were exercised during 2024, 2023 or 2022.

The total outstanding fair value charge of the share option instruments is deemed to be approximately $1,893k (2023: $2,602k), 2022: $3,223k).

Under the Tiziana Life Sciences PLC Share Option Plan, the total expense recognized for the year ending 31 December 2024 arising from share – based payment transactions under the Tiziana Life Sciences PLC Share Option Plan is $681k of which $159k relates to forfeitures during the year (2023 $703k, 2022: $1,199k).

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

Grant Date	Expiry Date	Exercise Price		Share Options at 31 December 2024 (’000)
30 April 2018	30 April 2028	$	1.10		500
6 May 2020	5 May 2028	$	0.47		3,416
23 July 2020	26 July 2030	$	2.11		100
25 August 2020	24 August 2030	$	1.98		500
Total					4,516

Tiziana Life Sciences Ltd Share Option Plan

	2024						2023
	Weighted						Weighted
	Average exercise price (cents)			Options (’000)			Average exercise price (cents)			Options (’000)

Outstanding at 1 January		73			4,268			69			2,575
Granted		72			2,260			61			1,753
Forfeited/Cancelled		(68	)		(1,103	)		(57	)		(60	)
Exercised		(61	)		(123	)		-			-

Outstanding at 31 December		69			5,302			73			4,268

Exercisable at 31 December		68			2,315			-			-

	2022
	Weighted
	Average exercise price (cents)		Options (’000)

Outstanding at 1 January		-		-
Granted		69		2,575
Forfeited/Cancelled		-		-
Exercised		-		-

Outstanding at 31 December		69		2,575

Exercisable at 31 December		-		-

There were 123k options exercised in 2024. No options were exercised during 2023 and 2022.

The total outstanding fair value charge of the share option instruments is deemed to be approximately $653k. (2023: $974k, 2022:$1,176k).

Under the Tiziana Life Sciences Ltd 2021 Equity Incentive Plan, the total expenses recognized for the year ending 31 December 2024 arising from share - based payment transactions are $962k, not including a charge of $421k for forfeitures during the year. (2023:$1,019k, 2022:$332k).

	03 October 2024			14 August 2024

Grant date share price	$	0.82		$	1.09
Exercise share price	$	0.82		$	1.09
Risk free rate		3.49	%		3.60	%
Expected volatility		96	%		95	%
Option life		10 years			10 years
Weighted average share price	$	0.82		$	1.09
Weighted average fair value per share option	$	0.82		$	1.09

	03 May 2024			13 March 2024

Grant date share price	$	0.71		$	0.50
Exercise share price	$	0.71		$	0.50
Risk free rate		4.50	%		4.19	%
Expected volatility		99	%		87	%
Option life		10 years			10 years
Weighted average share price	$	0.71		$	0.50
Weighted average fair value per share option	$	0.71		$	0.50

Share options outstanding at the end of the year have the following expiry dates and exercise prices:

Grant Date	Expiry Date	Exercise Price		Share Options as at 31 December 2024 (’000)
04 November 2022	04 November 2032	$	0.67		1,850
14 March 2023	14 March 2033	$	0.57		492
26 July 2023	26 July 2033	$	0.67		700
13 March 2024	13 March 2034	$	0.50		560
3 May 2024	3 May 2034	$	0.71		1,000
14 August 2024	14 August 2034	$	1.09		200
3 October 2024	3 October 2034	$	0.82		500
Total					5,302

Restricted Stock Unit

	2024
	Grant
	Date price (cents)		Restricted Stock (’000)

Outstanding at 1 January		-		-
Granted		1.09		4,200
Forfeited/Cancelled		-		-
Exercised		-		-

Outstanding at 31 December		1.09		4,200

Exercisable at 31 December		-		-

Restricted Stock Units outstanding at the end of the year have the following expiry dates and exercise prices:

Grant Date	Expiry Date	Exercise Price		Restricted Stock at 31 December 2024 (’000)
08 August 2024	08 April 2034	$	1.09		4,200
Total					4,200

There were no restricted stocks exercised in 2024.

The total outstanding fair value charge of the restricted stock instruments is deemed to be approximately $1,476k.

The total expenses recognized for the year ending 31 December 2024 arising from share - based payment transactions are $910k.

Warrants

For warrants issued during the year to December 31, 2024, the Directors have estimated the fair value of the warrants using the Black-Scholes valuation model and assumptions below. No warrants were issued in 2023 or 2022.

	12 November 2024

Grant date share price	$	0.94
Exercise share price	$	1.50
Risk free rate		0.42	%
Expected volatility		110.8	%

	2024 $000		2023 $000			2022 $000

Outstanding at 1 January		-		697			697
Issued		25		-			-
Exercised		-		(438	)		-
Expired		-		(259	)		-

Outstanding at 31 December		25		-			697

Approximately $25k of share-based payment charges are included in the consolidated balance sheet, for the year ended December 31, 2024. No share-based payment charges relating to warrants were recorded during 2023 or 2022.