UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~December~~January ~~2024~~2025

Commission File Number 001-41231

TC BIOPHARM (HOLDINGS) PLC

(Translation of registrant’s name into English)

Maxim 1, 2 Parklands Way

Holytown, Motherwell, ML1 4WR

Scotland, United Kingdom

+44 (0) 141 433 7557

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F

☐ Form 40-F

On ~~December~~January 183, ~~2024~~2025, TCthe ~~Biopharm~~Company ~~(Holdings)~~received ~~PLC~~written (notification from the listing qualifications staff (“~~Company~~Staff”) ~~publicly~~of ~~announced~~the ~~that~~Nasdaq ~~its~~Stock ~~Board~~Market, ofLLC ~~Directors~~(“Nasdaq”) ~~has~~indicating ~~approved~~that athe ~~special~~minimum ~~dividend~~closing tobid ~~its~~price ~~shareholders~~per ofshare ~~0.25~~for its American Depositary Shares (the “ADSs”) ~~for every~~was below $1.00 ~~ADS~~for ~~held~~a byperiod ~~shareholders,~~of ~~pending~~30 ~~shareholder~~consecutive ~~approval~~business days and that the ~~dividend~~Company isdid ~~expected~~not tomeet bethe ~~declared~~minimum onbid ~~December~~price requirement ~~30,~~set ~~2024,~~forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Based ~~and~~upon ~~payable~~the Company’s non-compliance with the Bid Price Rule, the Staff had determined to ~~shareholders~~delist ~~who~~the ~~own~~Company’s securities from Nasdaq, subject to the Company’s ~~stock~~request atfor a hearing before a Nasdaq hearings panel (the ~~close~~“Panel”). ofBecause, ~~trading~~as onpreviously disclosed, ~~January~~the 2Company is subject to a discretionary panel monitor through August 21, 2025 pursuant to Nasdaq Listing Rule 5815(d)(4)(A), the ~~“Stock~~Staff ~~Dividend”)~~did not grant additional time for the Company to regain compliance with the Bid Price Rule.

OnThe ~~December~~Company ~~30,~~intends ~~2024,~~to request a hearing before a hearing panel at which it will request continued listing on The Nasdaq Capital Market pending its return to compliance. The Company’s hearing request will stay the ~~shareholders~~suspension of trading and delisting of the Company’s ADSs ~~approved~~and ~~the~~Warrants ~~Stock~~pending ~~Dividend,~~the hearing and the ~~Company~~expiration ~~announced~~of ~~that~~any ~~shareholders~~additional extension period granted ofby ~~record~~the onPanel ~~January~~following 2the hearing. Consequently, ~~2025~~the Company’s ADSs and Warrants will beremain ~~entitled~~listed on The Nasdaq Capital Market at least until the hearing panel renders a decision following the hearing. The Company intends to continue to take definitive steps in an effort to evidence compliance with the ~~Stock~~Bid ~~Dividend~~Price Rule. However, ~~which~~there iscan ~~expected~~be tono assurance that the Panel will grant the Company’s request for continued listing or that the Company will be ~~delivered~~able to ~~shareholders~~evidence oncompliance with the Bid Price Rule within any extension period that may be granted by the Panel or ~~about~~maintain ~~January~~compliance 6,with ~~2025~~the other Nasdaq listing requirements.

The Company has been informed that Nasdaq requires that trading in the Company’s ADSs be temporarily halted to allow the orderly distribution of the Stock Dividend. As a result, the Company expects trading of its securities to be halted at the close of trading on January 2, 2025, and to resume at the opening of trading on January 8, 2025 when Nasdaq will process a price change at that time to reflect the underlying dilution.

-2-

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TC BIOPHARM (HOLDINGS) PLC
	By:	/s/ Martin Thorp
	Name:	Martin Thorp
	Title:	Chief Financial Officer
Date: December 31, 2024
Date: January 8, 2025

-3-

Filing Compare · TC BioPharm (Holdings) plc