ACUT / AccuStem Sciences, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐

Insider Trading Policy

Exhibit 19.1 ACCUSTEM SCIENCES INC. INSIDER TRADING POLICY 1. PURPOSE This Insider Trading Policy (this “Policy”) states the policy with respect to transactions in the securities of Accustem Sciences Inc. (the “Company”), and the handling of confidential information about the Company and other companies with which the Company does business. The Company’s Board of Directors has adopted this Policy

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (Exact Name of Registrant as Specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 17, 2024 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorpora

Changes in Registrant's Certifying Accountant

UNITED STATES 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): June 17, 2024 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐

Letter from Mazars USA LLP dated April 10, 2024.

Exhibit 16.1 April 10, 2024 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Ladies and Gentlemen: We have read the statements made by Accustem Sciences Inc. (the “registrant”) under Item 4.01 of its Form 8-K dated April 10, 2024 and are in agreement with the statements therein concerning Mazars USA LLP. We have no basis to agree or disagree with other statements of th

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES 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 4, 2024 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission Fi

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, AccuStem Sciences, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) common stock, $0.001 par value per share (“Common Stock”). Unless the context otherwise re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (Exact Name of Registrant as Specif

Accustem Sciences, Inc. Clawback Policy

Exhibit 97.1 AccuStem Sciences, Inc. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of the Company believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, IN

UNITED STATES 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): June 5, 2023 AccuStem Sciences In

UNITED STATES 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): June 5, 2023 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission Fil

AccuStem Sciences, Inc. Investor Presentation

EX-99.1 2 ex99-1.htm Exhibit 99.1

UNITED STATES 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): June 6, 2023 AccuStem Sciences In

UNITED STATES 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): June 6, 2023 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2022 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (Exact Name of

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, AccuStem Sciences, Inc. had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) common stock, $0.001 par value per share (“Common Stock”). Unless the context otherwise re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (Exact Name of Registrant as Specif

Filing Fee Table

EX-FILING FEES 4 ex107.htm Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ACCUSTEM SCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Title of each Class of Securities to be Registered Amount Registered (1) Proposed Maximum Offering Price Per Share(2)(3)(4) Maximum Aggregate Offering Price(1)(2) Amount of Registration Fee(3

As filed with the Securities and Exchange Commission on January 19, 2023.

As filed with the Securities and Exchange Commission on January 19, 2023. Registration No. 333-268438 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACCUSTEM SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 2834 87-3774438 (State or other jurisdiction of incorp

Consulting Agreement dated March 21, 2021 between Keeren Shah and Accustem Sciences, Inc. (incorporated by reference to Exhibit 10.8 to Form S-1 filed November 17, 2022)

Exhibit 10.8

Form of common stock certificate (incorporated by reference to Exhibit 4.1 to Form S-1 filed November 17, 2022)

Exhibit 4.1

First Amendment to License Agreement by and between AccuStem Sciences, Inc., Istituto Europeo di Oncologia Srl and Universita degli Studi di Milano, dated November 9, 2022 (incorporated by reference to Exhibit 10.10 to Form S-1 filed November 17, 2022) .

Exhibit 10.10 FIRST AMENDMENT This FIRST AMENDMENT (?First Amendment?) is dated as of November 9, 2022 (the ?First Amendment Effective Date?) by and between, on one side, AccuStem Sciences Inc. (?AccuStem?) having a place of business at 5 Penn Plaza, Floor 19, New York, NY 10001 and, on the other side, Istituto Europeo di Oncologia Srl (?IEO?) having its registered office at Via Filodrammatici 10,

Shared Services Agreement by and between Accustem Sciences Ltd. and Tiziana Life Sciences plc dated as of January 1, 2021 (incorporated by reference to Exhibit 10.4 to Form S-1 filed November 17, 2022).

Exhibit 10.4

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between ACCUSTEM SCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters ACCUSTEM SCIENCES, INC. UNDERWRITING AGREEMENT New York, New York [?], 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl New York, NY 10004 Ladies and Gentlemen: The undersigned, Accustem S

Amendment to Consulting Agreement dated July 22, 2021 between Keeren Shah and Accustem Sciences, Inc. (incorporated by reference to Exhibit 10.11 to Form S-1 filed November 17, 2022)

Exhibit 10.11

Offer Letter dated February 18, 2022 between Accustem Sciences, Inc. and Wendy Blosser (incorporated by reference to Exhibit 10.5 to Form S-1 filed November 17, 2022).

Exhibit 10.5 Wendy Blosser 300 West Spring St. #1701 Columbus, OH 43215 February 18, 2022 Dear Wendy, Proposed appointment to Chief Executive Officer of Accustem Sciences, Inc. It gives me great pleasure to offer you the position as Chief Executive Officer of Accustem Sciences, Inc. (the ?Company?) with your employment scheduled to begin on March 4, 2022 (the ?Effective Date?). As Chief Executive

Offer Letter dated November 25, 2021 between Accustem Sciences, Inc. and Jeff Fensterer (incorporated by reference to Exhibit 10.6 to Form S-1 filed November 17, 2022)

Exhibit 10.6 Jeff Fensterer November 25, 2021 Dear Jeff, Proposed appointment to Chief Marketing Officer/Chief Operating Officer of Accustem Sciences, Inc. It gives me great pleasure to offer you the position as Chief Marketing Officer/Chief Operating Officer of Accustem Sciences, Inc. (the ?Company?) with your employment scheduled to begin on December 13, 2021 (the ?Effective Date?). As Chief Mar

As filed with the Securities and Exchange Commission on November 17, 2022.

As filed with the Securities and Exchange Commission on November 17, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACCUSTEM SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 2834 87-3774438 (State or other jurisdiction of incorporation or organization)

Consulting Agreement dated January 1, 2022 between Gabriele Cerrone and Accustem Sciences, Inc. (incorporated by reference to Exhibit 10.9 to Form S-1 filed November 17, 2022) .

Exhibit 10.9

Offer Letter dated December 6, 2021 between Accustem Sciences, Inc. and Joe Flanagan (incorporated by reference to Exhibit 10.7 to Form S-1 filed November 17, 2022)

Exhibit 10.7 Joe Flanagan December 6, 2021 Dear Joe, Proposed appointment to Chief Business Officer of Accustem Sciences, Inc. It gives me great pleasure to offer you the position as Chief Business Officer of Accustem Sciences, Inc. (the ?Company?) with your employment scheduled to begin on January 17, 2022 (the ?Effective Date?). As Chief Business Officer, your duties will be ones normally associ

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) ACCUSTEM SCIENCES, INC.

UNITED STATES 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): November 14, 2022 AccuStem Scienc

UNITED STATES 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): November 14, 2022 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commissio

AccuStem Sciences Announces Appointment of Sean McDonald to Board of Directors

Exhibit 99.1 AccuStem Sciences Announces Appointment of Sean McDonald to Board of Directors LONDON and PHOENIX, Nov. 16, 2022 (GLOBE NEWSWIRE) — AccuStem Sciences, Inc. (OTCQB: ACUT), a clinical stage diagnostics company dedicated to improving outcomes for patients with cancer, announced today the appointment of Sean McDonald to its Board of Directors which will now comprise five members. “We are

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCE

Submission of Matters to a Vote of Security Holders

UNITED STATES 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): October 14, 2022 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (Ex

As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on July 29, 2022. This draft registration statement has not been publicly filed with the Securities an

DRS 1 filename1.htm As confidentially submitted to the Securities and Exchange Commission pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 on July 29, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES 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): June 20, 2022 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ?ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 000-56257 ACCUSTEM SCIENCES, INC. (Exact Name of Registrant as Specifi

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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 30, 2022 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission F

Form of Common Stock Purchase Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on April 5, 2022).

Exhibit 10.1 ACCUSTEM SCIENCES INC. COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (this ?Agreement?) is made as of March 29, 2022, by and between AccuStem Sciences Inc., a Delaware corporation (the ?Company?), and Tiziana Life Sciences Ltd. (?Purchaser?). 1. Purchase of Shares. 1.1 Sale of Stock. Pursuant to the Supplemental Demerger Agreement dated October 30, 2020 between

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-56257 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transi

Offer Letter dated February 18, 2022 between AccuStem Sciences, Inc. and Wendy Blosser

Exhibit 10.1 Wendy Blosser 300 West Spring St. #1701 Columbus, OH 43215 February 18, 2022 Dear Wendy, Proposed appointment to Chief Executive Officer of Accustem Sciences, Inc. It gives me great pleasure to offer you the position as Chief Executive Officer of Accustem Sciences, Inc. (the ?Company?) with your employment scheduled to begin on March 4, 2022 (the ?Effective Date?). As Chief Executive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES 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 4, 2022 AccuStem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission Fi

Form of New Option

Exhibit 4.1 ACCUSTEM SCIENCES, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN OPTION AWARD AGREEMENT This Option Award Agreement (this ?Agreement?) is made as of (the ?Date of Grant?) by and between Accustem Sciences, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Participant?) in accordance with the terms and conditions of the Company?s 2021 Omnibus Equity Incentive Plan (the ?Plan?). Capit

AccuStem Sciences Inc. 2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Form 8-K filed December 3, 2021)

Exhibit 10.2 ACCUSTEM SCIENCES, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Accustem Sciences, Inc. 2021 Omnibus Equity Incentive Plan (the ?Plan?). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Form 8-K filed December 3, 2021)

Exhibit 10.1 ACCUSTEM SCIENCES, Inc. INDEMNIFICATION AGREEMENT This INDEMNIFICATION AGREEMENT (?Agreement?) is made as of by and between Accustem Sciences, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement. RECITALS WHEREAS, highly

Code of Business Conduct and Ethics of Accustem Sciences Inc.

Exhibit 14.1 ACCUSTEM SCIENCES, INC. CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION Accustem Sciences, Inc., a Delaware corporation (the ?Company?) is committed to maintaining the highest standards of business conduct and ethics. This Code of Business Conduct and Ethics (the ?Code?) reflects the business practices and principles of behavior that support this commitment. We expect every employee,

Amended and Restated Certificate of Incorporation of AccuStem Sciences Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed December 3, 2021)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION of ACCUSTEM SCIENCES, INC. ARTICLE I The name of the corporation is Accustem Sciences, Inc. (the ?Corporation?). ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 300 Creek View Road, Suite 209, Newark, DE 19711, New Castle County, Delaware 19801. The name of its registered agent at such addr

Bylaws of AccuStem Sciences Inc. (incorporated by reference to Exhibit 3.2 to Form 8-K filed December 2, 2021)

Exhibit 3.2 BYLAWS of ACCUSTEM SCIENCES, INC. As Adopted August 1, 2021 ARTICLE I - CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Accustem Sciences, Inc. (the ?Corporation?), shall be fixed in the Corporation?s certificate of incorporation, as the same may be amended from time to time (the ?certificate of incorporation?). 1.2 OTHER OFFICES. The Corporation?s board of directors

Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES 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): December 1, 2021 Accustem Sciences Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-56257 87-3774438 (State or Other Jurisdiction of Incorporation) (Commission

Form of Deposit Agreement among Accustem Sciences Limited, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts issued thereunder, including the Form of American Depositary Receipt attached as Exhibit A thereto.

Accustem Sciences Limited F-6 Exhibit (a) TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1.

Opinion of Troutman Pepper Hamilton Sanders LLP, counsel to the Depositary, as to the legality of the securities being registered.

Accustem Sciences Limited F-6 Exhibit (d) Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, NY 10022 troutman.

s filed with the U.S. Securities and Exchange Commission on June 23, 2021

s filed with the U.S. Securities and Exchange Commission on June 23, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts Accustem Sciences Limited (Exact name of issuer of deposited securities as specified in its charter) n/

Consent of Mazars LLP, independent registered public accounting firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm The Board of Directors of AccuStem Sciences Limited: We consent to the use of our report with respect to the consolidated balance sheet for the year ended December 31, 2020 and the related consolidated statements of operations and comprehensive loss, cash flows and shareholders? equity for the period from June 5, 2020 to Decembe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI

AccuStem Sciences Ltd 107 Cheapside, 9th Floor London EC2V 6DN United Kingdom

AccuStem Sciences Ltd 107 Cheapside, 9th Floor London EC2V 6DN United Kingdom May 28, 2021 Jordan Metoyer Suzanne Hayes Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 Re: AccuStem Sciences Ltd, Amendment No.

Consent of Mazars LLP, independent registered public accounting firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm The Board of Directors of Accustem Sciences Limited: We consent to the use of our report dated March 10, 2021 with respect to the consolidated balance sheet for the year ended December 31, 2020 and the related consolidated statements of operations and comprehensive loss, cash flows and shareholders? equity for the period from Ju

- 20FR12G/A

20FR12G/A 1 d172836d20fr12ga.htm 20FR12G/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 20-F ☑ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PU

AccuStem Sciences Ltd 107 Cheapside, 9th Floor London EC2V 6DN United Kingdom

CORRESP 1 filename1.htm AccuStem Sciences Ltd 107 Cheapside, 9th Floor London EC2V 6DN United Kingdom May 6, 2021 Jordan Metoyer Suzanne Hayes Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, NE Washington, DC 20549 Re: AccuStem Sciences Ltd, Registration Statement on Form 20-F Filed March 12, 2021; File No. 000-56257 Ladies and Gentlemen: W

Demerger Agreement between Tiziana Life Sciences PLC and AccuStem Sciences Limited dated October 5, 2020 (incorporated by reference to Exhibit 4.3 to Form 20-F filed March 12, 2021)

Exhibit 4.3 DATED 2020 CONFORMED COPY (1) TIZIANA LIFE SCIENCES PLC (2) ACCUSTEM SCIENCES LIMITED DEMERGER AGREEMENT TABLE OF CONTENTS Page 1. INTERPRETATION 1 2. CONDITIONS PRECEDENT 6 3. SALE OF SHARES IN THE COMPANY 7 4. INDEMNITIES 8 5. RELEASE OF GUARANTEES AND UNDERTAKINGS 10 6. WARRANTIES 10 7. WRONG POCKET PROVISIONS 11 8. INSURANCE 13 9. CONFIDENTIALITY AND ANNOUNCEMENTS 13 10. FURTHER AS

Supplemental Demerger Agreement between Tiziana Life Sciences PLC and AccuStem Sciences Limited dated October 30, 2020 (incorporated by reference to Exhibit 4.4 to Form 20-F filed March 12, 2021)

Exhibit 4.4 DATED 2020 CONFORMED COPY (1) TIZIANA LIFE SCIENCES PLC (2) ACCUSTEM SCIENCES PLC SUPPLEMENTAL DEMERGER AGREEMENT - OPTIONS, WARRANTS, RIGHTS TO CALL AND FURTHER INVESTMENT TABLE OF CONTENTS Page 1. INTERPRETATION 1 2. ACCRUED RIGHTS OF CERTAIN PERSONS 3 3. THE PLACING 4 4. FURTHER ASSURANCE 4 5. ASSIGNMENT 4 6. ENTIRE AGREEMENT 4 7. VARIATION AND WAIVER 4 8. COSTS 5 9. NOTICE 5 10. SE

Consent of Mazars LLP, independent registered public accounting firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm The Board of Directors of Accustem Sciences Limited: We consent to the use of our report dated March 10, 2021 with respect to the consolidated balance sheet for the year ended December 31, 2020 and the related consolidated statements of operations and comprehensive loss, cash flows and shareholders’ equity for the period from Ju

Articles of Association of AccuStem Sciences Limited

Exhibit 1.1 ACCUSTEM SCIENCES LIMITED COMPANY NUMBER 12647178 ARTICLES OF ASSOCIATION APPROVED BY SPECIAL RESOLUTION ON 20 OCTOBER 2020 TABLE OF CONTENTS Clause Page 1.???EXCLUSION OF MODEL ARTICLES (AND ANY OTHER PRESCRIBED REGULATIONS) 4 2.???INTERPRETATION 4 3.???FORM OF RESOLUTION 7 4.???LIMITED LIABILITY 7 5.???CHANGE OF NAME 7 6.???SHAREHOLDER RIGHTS 7 7.???POWER TO ATTACH RIGHTS TO SHARES 8

Form of American Depositary Receipt (included in Exhibit 4.1)

Exhibit 4.1 TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Beneficial Owner 1 (e) Custodian 2 (f) Deliver, execute, issue et al. 2 (g) Delivery Order 2 (h) Deposited Securities 2 (i) Direct Registration System 2 (j) Holder 2 (k) Securities Act of 1933 2 (l) Securities Exchange Act of 1934 2 (m) Shares

- 20FR12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the tra

License Agreement dated June 24, 2014 by and between TTFactor Srl and Fondazione Firc per l’Oncologia Molecolare and Universita degli Studi di Milano and Tiziana Life Sciences plc (incorporated by reference to Exhibit 4.5 to Form 20-F filed May 7, 2021)

Exhibit 4.5 LICENSE AGREEMENT This License Agreement (?Agreement?) is made effective as of June 24th, 2014 (?Effective Date?) by and between on the one hand TTFactor Srl (?LICENSOR?) having registered offices in Via Ripamonti n 435, Milan, Italy on behalf of Istituto Europeo di Oncologia (?IE0?) and Fondazione Firc per l?Oncologia Molecolare (?IFOM?) and separately, Universita? degli Studi di Mila