true FY Amendment No:1 0001872812 X0 00-0000000

 2023-01-01
 2023-12-31

 TCBP:AmericanDepositarySharesEachRepresentingOneOrdinaryShareNominalValue0.0001PerShareMember

 2023-01-01
 2023-12-31

 TCBP:WarrantsEachWarrantRepresentingRightToPurchaseOneAmericanDepositaryShareMember

 2023-01-01
 2023-12-31

 2023-06-30

 2024-03-29

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 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, 2023

 or

 Transition
 report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
 the transaction period from _____________ to _____________

 Commission
File No. 001-41231

 TC
BIOPHARM (HOLDINGS) PLC

 (Exact
Name of Registrant as Specified in Its Charter)

 Scotland

 N/A

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification No.)

 Maxim
 1, 2 Parklands Way

 Holytown,
 Motherwell,
 ML1 4WR

 Scotland,
 United Kingdom

 N/A

 Address
 of Principal Executive Offices

 Zip
 Code

 +44
(0) 141
433 7557

 (Registrant's
telephone number, including area code)

registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 American
 Depositary Shares, each representing one Ordinary Share, nominal value 0.0001 per share

 TCBP

 The
 Nasdaq Stock Market LLC

 Warrants,
 each warrant representing the right to purchase one American Depositary Share

 TCBPW

 The
 Nasdaq Stock Market LLC

registered pursuant to Section 12(g) of the Act:

 N/A

 (Title
 of Class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes
 No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 Accelerated Filer

 Accelerated
 Filer

 Non-accelerated
 Filer

 Smaller
 Reporting Company

 Emerging
 Growth Company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting ordinary shares held by non-affiliates of the registrant, based upon $10.84, the
closing price of the registrant's American Depositary Shares on the Nasdaq Capital Market on June 30, 2023 (the last business day
of the registrant's most recently completed second fiscal quarter) was approximately $ 3.1
 million.

 As
of March 29, 2024, 63,902,641 shares of the registrant's ordinary shares, 0.0001
par value per share were outstanding. Ordinary shares included in this amount, totaling 61,001,408, had been deposited with the
depositary bank and in turn represented 3,050,070 American Depository shares.

 ADS
ratio change

 On
December 15, 2023 the Company changed its ratio of ADSs to one ADS representing one ordinary share to one ADS representing 20 ordinary
shares. As a result of the ratio change, all references to ADSs in this filing and notes to units of ADSs or per ADS amounts are reflective
of the ratio change for all periods presented. In addition, the exercise prices and the numbers of ADSs issuable upon the exercise of
any outstanding options to purchase ADSs were proportionally adjusted pursuant to the respective anti-dilution terms of the share-based
payment plans.

 Audit
 Firm ID

 Auditor
 Name

 Auditor
 Location

 Marcum
 LLP

 New
 York, NY

 PART
III

 Item
 10.

 Directors,
 Executive Officers, and Corporate Governance

 Executive
officers and directors

 Set
forth below are the names, ages and positions of our executive officers and directors as of December 31, 2023.

 Name

 Age

 Position

 Bryan
 Kobel

 Chief
 Executive Officer and Director

 Thorp

 Chief
 Financial Officer and Director

 Dr
 Mark Bonyhadi

 (Non-executive)

 James
 Culverwell

 (Non-executive)

 Morris

 Chair
 and Director (Non-executive)

 Niemczyk

 (Non-executive)

 Senior
Management

 Bryan
Kobel (Chief Executive Officer and Director)

 Bryan
Kobel has served as our Chief Executive Officer since June 2021. Prior to joining the Company, he served as Managing Director at EF Hutton
from October 2020 as the head of healthcare investment banking. From June 2018 to October 2020, Mr. Kobel was Managing Director and head
of healthcare/capital markets at the Alberleen Group where he led deal origination and structuring, as well as leading the sales efforts
for transactions across the Healthcare and Technology sectors. From April 2017 to June 2018, he was Head of Capital Markets at R.F. Lafferty
& Co. From March 2012 to April 2017, Mr. Kobel was Managing Director, Capital Markets at Laidlaw & Company. Mr. Kobel holds a
BA degree from Franklin & Marshall College and held the FINRA licenses Series 7, 63, 82, 79 and 24.

Thorp (Chief Financial Officer and Director)

Thorp has been a member of the Board of directors since March 2016 and has served, in an executive capacity, as the Chief Financial Officer
since March 2019. From December 2014, Martin was founder of a life science financial advisory firm, Copernican Capital Partners Limited
(formally NCL Corporate Finance Limited), where he acted as corporate finance adviser to and investor in, several disruptive life science
companies. Martin was also a co-founding director of a life science advisory and investment firm NCL Technology Ventures from 2014 to
2018. He was a director of Discovery Park Technology Investments (GP) Limited (and associated investment companies) from September 2016
until July 2018. Martin holds a B.A. in business finance from the University of Kent and qualified as a Chartered Accountant with Arthur
Andersen & Co in London in 1977 and became a Fellow of the Institute of Chartered Accountants in England and Wales (ICAEW) in 1986.
He was a partner in Arthur Andersen & Co from August 1985, and served in several roles including founder and global managing partner
of Arthur Andersen's international corporate finance business, based latterly in New York. He retired from professional practice
in 2002 and consequently ceased to be a member of ICAEW in 2004.

 Non-Executive
Directors

 Dr
Mark Bonyhadi (Director)

 Mark
Bonyhadi, PhD has served as a director since February 2022. He currently serves as an Independent Director for Integra Therapeutics (Barcelona,
SP), as well as a Scientific Advisory Board member for CTRL Therapeutics (USA). He is a former Operating Partner and Senior Advisor for
Qiming Venture Partners USA (2018-2023). Prior to joining Qiming in December 2018, Mark held positions of Vice President of Research,
Head of Academic Affairs, and Vice President of Process Research Sciences from 2013-2018 at Juno Therapeutics. From 2006-2013, Mark was
Director of Global Business Development for Cell Therapy at Invitrogen, which was merged with Applied BioSystems, to create Life Technologies,
which subsequently was acquired by Thermo-Fisher. Mark was responsible for identifying and implementing business opportunities aligned
with the Lifetech/Invitrogen/Thermo cellular medicine portfolio, participating, and leading in the launch of the Cell Therapy Systems
(CTS) product line optimized for cell therapy applications, as well as working with academia and industry to accelerate the development
of novel cell and/or gene-based therapies. From 1997-2005, Mark served as Director and later Vice President of Research at Xycte Therapies,
a T cell therapy company treating cancer, infectious disease, and autoimmunity. Prior to that, Mark was a senior scientist at SyStemix,
a biotech company developing hematopoietic stem cell-and gene-based therapies for treating cancer and HIV, where he did his postdoctoral
training. Mark is a former Chair of the Industry Liaison Committee for the American Society for Gene and Cell Therapy (ASGCT), and is
a current member of the Society of Immunotherapy for Cancer. Mark received a B.A. from Reed College, Portland, OR (1982) and a PhD from
University of California at Berkeley (1990), where he studied T cell immunology, and identified the first delta chain protein product
of the recently discovered gamma/delta T cell. Since graduating from UC Berkeley, Mark has been focused on the development of commercially
viable approaches and business strategies for bringing cell therapies, gene-modified cell therapies, and regenerative medicine from the
bench to the clinic, and into commercial use over the past three decades.

 James
Culverwell (Director)

 James Culverwell has served as a director since February 2022. He was a
non-executive director and chairman of the audit committee of Innocoll Holdings plc (a collagen-based drug delivery company) from 2013
until 2017 during which period it relocated from Dublin to Germany and ultimately listed on Nasdaq (INNL). Between 2016 and 2019 he was
a non-executive director and chairman of the audit committee of Amryt Pharmaceuticals plc, a commercial and research-based company specializing
in rare diseases, which during his tenure listed on the Dublin STX and the London AIM markets and acquired Aegerion, a Nasdaq listed company.
Since its foundation in 2006, Mr. Culverwell has been a non-executive director and chairman of the audit committee of Safeguard Biosystems,
a private company providing high throughput, multiplexed, molecular diagnostic tests currently undergoing FDA trails. Since 2013 Mr. Culverwell
has been Chief Executive and is currently Chairman of HOX Therapeutics, a UK based private company researching early-stage treatments
for prostate cancer. Since 2021 he has been a director and the chairman of the audit committee of Quoin Pharmaceuticals Inc., which is
undertaking clinical trials for a treatment for rare skin diseases. Since 2010 he has served as a healthcare investment consultant to
a large secondary fund, where he performs due diligence on life science investment candidates. In 2005 Mr. Culverwell established a corporate
advisory firm, advising small life science companies on fund raising and larger companies on strategy and investor relations. From 1994-2004
Mr. Culverwell was VP and Global Administrator Healthcare Equity Research Merrill Lynch/Bank of America and from 1982-94 he was Director
and Head of European Healthcare and Pharmaceutical Equity Research at Hoare Govett/ABN Amro. He holds an MSc (Hons) in biology from the
University of Aberdeen.

Morris (Director)

Morris has served as a director since February 2022. She currently serves (since July 2019) as a non-executive director of the following
companies: Cogent Biosciences, Inc. (NASDAQ: COGT) (since July 2019), where she is the chair the remuneration committee and is a member
of the audit committee and the nominating and corporate governance ('N&G') committee; Viridian Therapeutics, Inc. (NASDAQ:
VRDN) (since January 2018), where she is a member of the audit, pricing and N&G Committees; and Palatin Technologies, Inc. (NYSE:
PTN) (since 2015), where she is a member of the compensation and N&G committees. Ms Morris has also served as a non-executive director
at the following companies: Neovacs SA (2011 to 2021), Dimension Therapeutics, Inc. (2015-018), Biodel, Inc. (2012-2015), MediciNova,
Inc. (2006-2013). Ms Morris is an emeritus member of the board of directors at the Medical University of South Carolina ('MUSC')
(since 2012) and is also (since 2016) a member of the board of trustees of Carlow University (PA). She has also served as a member (including
of the executive committee) of the Biotechnology Innovation Organisation ('BIO'), which is a biotechnology industry advocacy
organization; and of the charitable organization, the Humane Society of Silicon Valley (including chair of the audit committee). She
has held senior executive management roles in the pharmaceutical group Johnson & Johnson including business development, product
development, strategic marketing, product management and sales management.

Niemczyk (Director)

Niemczyk has served as a director since February 2022. From early 2024, he is a Managing Director at 1585 Healthcare, a private investment firm
focused on acquiring and investing in businesses in the healthcare services industry. Prior to his current role and from 2016,
he was a Partner at Bridges Fund Management, Ltd, a private equity firm focused on sustainable and impact investing, where he led
its healthcare investing efforts in the U.S. Prior to Bridges, Mr. Niemczyk was an investor at The Beekman Group, LLC and Cordova, Smart
and Williams, LLC and started his career at GE Capital Corporation. Mr Niemczyk holds a BA from Franklin & Marshall College and an
MBA from Columbia Business School.

 Election
of Officers

 Our
executive officers are appointed by, and serve at the discretion of, our board of directors. There are no family relationships among
any of our directors or executive officers.

 Composition
of the Board of Directors

 Our
board of directors is currently composed of six members.

 The
executive directors' service contracts include notice periods of between six and twelve months.

 Each
of our non-executive directors is engaged on letters of appointment that set out their respective duties and responsibilities. The non-executive
directors do not receive benefits upon termination or resignation from their respective positions as directors. Under the non-executive
director appointment letters, our non-executive directors are entitled to receive annual fees as determined by the Remuneration Committee.

 Committees
of Our Board of Directors

 Our
board of directors has two standing committees: an audit committee and a remuneration committee.

 Audit
Committee

 The
audit committee consists of James Culverwell (chair), Arlene Morris and Edward Niemczyk. It assists the board of directors in overseeing
our accounting and financial reporting processes. The audit committee consists exclusively of members of our board who are financially
literate, and our board of directors has determined that James Culverwell is an "audit committee financial expert" as defined
by applicable SEC rules and has the requisite financial sophistication as defined under the applicable Nasdaq rules and regulations.
Our board of directors has determined that each member of the audit committee is an independent director under Nasdaq listing rules and
under Rule 10A-3 under the Exchange Act. Our audit committee meets regularly each year and oversee and review our internal controls,
accounting policies and financial reporting, and provide a forum through which our independent registered public accounting firm reports.
Our audit committee also meets regularly with our independent registered public accounting firm without management present. The audit
committee is governed by a charter that complies with Nasdaq rules.

 The
audit committee's responsibilities include:

 recommending
 the appointment of the independent auditor to shareholders for approval at the general meeting of shareholders;

 the
 appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit
 report or performing other audit services;

 pre-approving
 the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such
 services;

 evaluating
 the independent auditor's qualifications, performance, and independence, and presenting its conclusions to the full board of
 directors on at least an annual basis;

 reviewing
 and discussing with management and our independent registered public accounting firm our financial statements and our financial reporting
 process; and

 reviewing,
 approving, or ratifying any related party transactions.

 Remuneration
Committee

 The
remuneration committee consists of Arlene Morris (chair), James Culverwell and Edward Niemczyk. Under SEC and Nasdaq rules, there are
heightened independence standards for members of the remuneration committee, including a prohibition against the receipt of any compensation
from us other than standard board member fees. The remuneration committee is governed by a charter that complies with Nasdaq rules.

 The
remuneration committee's responsibilities include:

 identifying,
 reviewing and proposing policies relevant to the compensation and benefits of our directors and senior management;

 evaluating
 the performance of senior management in light of such policies and reporting to the board; and

 overseeing
 and administering our employee share option scheme or equity incentive plans in operation from time to time.

 Code
of Business Conduct and Ethics

 We
have adopted a Code of Business Conduct and Ethics, or Code of Ethics, applicable to our employees, senior management, and directors,
including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions. A current copy of the Code of Ethics is posted on our website, which is located at www.tcbiopharm.com. Information
contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by
reference herein.

 Clawback
Policy

 Effective
December 1, 2023, we adopted the Clawback Policy. This policy is designed to comply with, and shall be interpreted to be consistent with,
Section 10D of the Exchange Act, Rule 10D-1 of the Exchange Act, Nasdaq Listing Rule 5608 and other regulations, rules and guidance of
the Securities and Exchange Commission thereunder, and related securities regulations and regulations of the stock exchange or association
on which Company's securities are listed.

 Insider
Adoption or Termination of Trading Arrangements

 On
February 7, 2022, the Company adopted an insider trading policy. During the fiscal quarter ended March
31, 2024, none of our directors or officers informed us of the adoption, modification or termination of a "Rule 10b5-1 trading
arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.

 Item
 11.

 Executive
 Compensation

 Executive
Compensation Overview

 As
an "emerging growth company," we have opted to provide the scaled disclosure information outlined in Item 402(l) of Regulation
S-K.

 This
section provides an overview of the compensation awarded to, earned by, or paid to each individual who served as our principal executive
officer during our fiscal year 2023, and our next two most highly compensated executive officers in respect of their service to our company
for fiscal year 2023. Our named executive officers, or the Named Executive Officers, for the year ended December 31, 2023, are:

 Bryan
 Kobel, our Chief Executive Officer and Director;

 Thorp, our Chief Financial Officer and Director;

 Dr
 Michael Leek, Director until April 21, 2023; Chief Technology Officer until June 14, 2023

 Angela
 Scott, Chief Operating Officer until April 6, 2023

 Summary
Compensation Table Year Ended December 31, 2023

 The
following table contains information about the compensation paid to or earned by each of our Named Executive Officers during the two
most recently completed fiscal years.

 Name
 and
 Principal
 Position

 Year

 Salary

 ($)
 (1)

 Option
 Awards
 ($)(2)

 All
 Other
 Compensation
 ($)

 Total
 ($)

 Bryan
 Kobel (3)

 2023

 453,800

 -

 90,760

 544,560

 Chief
 Executive Officer and Director

 2022

 438,900

 -

 87,780

 526,680

 Thorp (4) (7)

 2023

 349,158

 -

 61,363

 410,522

 Chief
 Financial Officer and Director

 2022

 319,437

 897,643

 61,881

 1,278,960

 Dr
 Michael Leek (5) (7)

 2023

 219,345

 -

 104,691

 324,036

 Chief
 Technology Officer and Director

 2022

 445,401

 897,643

 90,597

 1,433,640

 Angela
 Scott (6) (7)

 2023

 174,629

 -

 98,936

 273,565

 Chief
 Operating Officer

 2022

 354,885

 897,643

 69,490

 1,322,017

 (1)

 Salary
 amounts represent actual amounts earned during the periods presented.

 (2)

 In
 accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted during 2023 and
 2022 computed in accordance with ASC Topic 718.

 (3)

 Amounts
 shown within All Other Compensation are represented by 401(k) contributions to Bryan Kobel. Where the amount payable exceeds the
 annual 401(k) allowance the balance will be paid as additional compensation.

 (4)

 Amounts
 shown within All Other Compensation are represented by additional gross salary payments in lieu of the Company's employer pension
 contribution, as elected by the individual.

 (5)

 Amounts
 shown within All Other Compensation for the fiscal year ended December 31, 2023 are represented by payment for compensation of loss
 of office ($76,458) and additional gross salary payments in lieu of the Company's employer pension contribution, as elected
 by the individual. Amounts shown within All Other Compensation for the fiscal year ended December 31, 2022 are represented by additional
 gross salary payments in lieu of the Company's employer pension contribution, as elected by the individual. Dr Leek ceased
 to be a Director on April 21, 2023 and employee on June 14, 2023.

 (6)

 Amounts
 shown within All Other Compensation for the fiscal year ended December 31, 2023 are represented by payment for compensation of loss
 of office ($76,458) and additional gross salary payments in lieu of the Company's employer pension contribution, as elected
 by the individual. Amounts shown within All Other Compensation for the fiscal year ended December 31, 2022 are represented by additional
 gross salary payments in lieu of the Company's employer pension contribution, as elected by the individual. Angela Scott ceased
 to be an employee on June 14, 2023.

 (7)

 The
 base salary and all other compensation amounts, where paid in GBP, for the individual for the fiscal year ended December 31, 2023,
 reflect the conversion from GBP to USD using the exchange rate of GBP 1.00 to USD 1.2743. The base salary and all other compensation
 amounts for the individual for the fiscal year ended December 31, 2022, reflect the conversion from GBP to USD using the exchange
 rate of GBP 1.00 to USD 1.2077.

 Employment
Agreement with Mr. Kobel

 On
June 15, 2021, we entered into an employment agreement with Mr. Kobel. The employment agreement provides for an annual base salary, with
the current base salary being $453,800, as determined by the Remuneration Committee. Mr. Kobel is entitled to participate in the Company's
pension scheme where the Company will make contributions, in line with the permitted 401(k) rules, equivalent to 20% of the annual base
salary.

 If
the Company terminates Mr. Kobel's employment without cause or Mr. Kobel terminates for good reason, he is entitled to receive
six months of base salary upon resignation.

 Employment
Agreement with Mr. Thorp

 On
March 1, 2019, we entered into an employment agreement with Mr. Thorp. The employment agreement provides for an annual base salary, with
the current base salary being $349,158, as determined by the Remuneration Committee. Mr. Thorp is entitled to participate in the Company's
pension scheme where the Company will make contributions equivalent to 20% of the annual base salary either into the pension scheme,
or if elected by Mr. Thorp, as gross salary less related employer's national insurance.

 If
the Company terminates Mr. Thorp's employment without cause or Mr. Thorp terminates for good reason, he is entitled to receive
six months of base salary upon resignation.

 Employment
Agreement with Dr. Michael Leek

 On
January 14, 2014, we entered into an employment agreement with Dr. Leek. The employment agreement provided for an annual base salary,
with the base salary being $481,904 as at January 1, 2023, as determined by the Remuneration Committee. Dr. Leek was entitled to participate
in the Company's pension scheme where the Company makes contributions equivalent to 20% of the annual base salary either into the
pension scheme, or if elected by Dr Leek, as gross salary less related employer's national insurance.

 If
the Company terminated Dr Leek's employment without cause or Dr Leek terminated for good reason, he was entitled to receive six
months of base salary upon resignation.

 Employment
Agreement with Angela Scott

 On
January 14, 2014, we entered into an employment agreement provided for an annual base salary, with the salary being $383,692 as
at January 1, 2023, as determined by the Remuneration Committee. Ms. Scott was entitled to participate in the Company's pension
scheme where the Company makes contributions equivalent to 20% of the annual base salary either into the pension scheme, or if elected
by Ms. Scott, as gross salary less related employer's national insurance.

 If
the Company terminated Ms. Scott's employment without cause or Ms. Scott terminated for good reason, she was entitled to receive
six months of base salary upon resignation.

 Outstanding
Equity Awards at December 31, 2023

 The
following table sets forth information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2023.

 Option
 Awards(1)

 Name

 Grant
 Date

 Number
 of
 Underlying
 Unexercised
 Options
 (#)
 Exercisable

 Number
 of
 Underlying
 Unexercised
 Options
 (#)
 Unexercisable

 Option
 Exercise
 Price
 ($)

 Option
 Expiration
 Date

 Bryan
 Kobel

 -

 -

 -

 -

 -

 Thorp

 Pre
 February 10, 2022 (2)

 2015
 to 2020

 -

 2,065

 2025
 to 2030

 2022
 (3)

 Feb
 10, 2022

 4,240

 Feb
 10, 2032

 Dr
 Michael Leek

 Pre
 February 10, 2022 (2)

 -

 1,287

 -

 2025
 to 2030

 2022
 (3)

 Feb
 10, 2022

 -

 4,240

 Feb
 10, 2032

 Angela
 Scott

 Pre
 February 10, 2022 (2)

 -

 1,019

 -

 2025
 to 2030

 2022
 (3)

 Feb
 10, 2022

 -

 4,240

 Feb
 10, 2032

 (1)

 Each
 equity award is subject to the terms of our relevant Equity Compensation Plans. Figures expressed in the table are for options over
 American Depositary Receipts.

 (2)

 While
 instruction 4 to S-K Item(p)(2) requires disaggregation if certain criteria is not met, we have aggregated a) Pre IPO awards and
 b) Post IPO awards due to the fact that they are significantly "out of the money" based on our current share price.

 (3)

 75%
 of the award vested immediately with the remaining 25% vesting equally over five six month installments.

 Additional
Narrative Disclosures

Compensation

 Our
non-employee directors began serving on our board following our February 2022 IPO. Only independent directors receive compensation for
their service on the Board of Directors.

 Our
non-employee directors will receive annual cash compensation of (i) $25,000 for service on the board (ii) $5,000 for service as the Audit
Committee chair, (iii) $5,000 for service as the Compensation Committee chair and (iv) $5,000 as Scientific Advisory Board chair. All
cash payments will be made quarterly in arrears, and pro-rated for any partial quarters of service.

 The
following Director Compensation Table summarizes the compensation of each of our non-employee directors for services rendered to us during
the year ended December 31, 2023:

 Name

 Fees
 Earned or Paid in Cash ($)

 Total
 ($)

 Morris

 James
 Culverwell

 Dr
 Mark Bonyhadi

 Niemczyk

 25,000

 25,000

 No
option awards were made to non-employee directors in the year ended December 31, 2023.

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table and related footnotes set forth information with respect to the beneficial ownership of our ordinary shares as of April
19, 2024 by:

 each
 of our executive officers and directors;

 each
 person beneficially owning more than 5% of our share capital; and

 all
 executive officers and directors as a group.

 Beneficial
ownership, unless otherwise noted is derived from company records, and is based upon 63,902,641 ordinary shares issued and outstanding
on Apil 19, 2024, which number includes those represented in the trading market by ADSs (where one ADS represents twenty ordinary shares).
In computing the number of ordinary shares owned by a person and the percentage ownership of that person, as determined in accordance
with the rules and regulations of the SEC, we have included shares that the person or holder has the right to acquire within 60 days
from April 19, 2024, including through the exercise of any option, warrant or other right or the conversion of any other security. All
shareholders have the same voting rights.

 Unless
otherwise noted below, each beneficial owner's address is: c/o Maxim 1, 2 Parklands Way, Holytown, Motherwell, ML1 4WR, Scotland,
United Kingdom.

 No.
 of Ordinary Shares
 Beneficially
 Owned

 Percentage
 Owned

 Holders
 of more than 5% of our voting securities:

 Armistice
 Capital LLC (1)

 105,938

 9.99

 %

 Directors
 and executive officers who are not 5% holders:

 Bryan
 Kobel (2) (*)

 11,170,375

 14.88
 %

 Thorp (3) (*)

 3,542,442

 5.25
 %

 Dr.
 Mark Bonyhadi (4) (*)

 835,200

 1.29
 %

 James
 Culverwell (5) (*)

 835,200

 1.29
 %

 Morris (6) (*)

 835,200

 1.29
 %

 Niemczyk (7) (*)

 835,200

 1.29
 %

 All
 directors and officers as a group (8)

 18,053,617

 22.03
 %

 (*)
Indicates a director of TC BioPharm (Holdings) plc.

 (1)

 of ADSs beneficially owned by Armistice Capital LLC. The address for Armistice Capital is
 510 Madison Avenue, 7th Floor, New York, NY 10022. This information is based solely on a
 Schedule 13G/A filed by Armistice Capital LLC with the SEC on February 14, 2024, which reported
 ownership as of December 31, 2023.

 (2)

 of (a) 476,154 ordinary shares and (b) 10,692,120 ordinary shares that are exercisable under the terms of share options granted,
 within 60 days of the above date and, in addition, Bryan Kobel beneficially owns 2,101 ordinary shares owned by TCB-AFOS I LLC over
 which Mr. Kobel has voting and dispositive authority as the manager, but as to which Mr. Kobel disclaims any other beneficial ownership
 interest as he is not a member of the LLC.

 (3)

 of (a) 2 ordinary shares and (b) 3,542,440 ordinary shares that are exercisable under the terms of share options granted, within

 (4)

 of (a) Nil ordinary shares and (b) 835,200 ordinary shares that are exercisable under the terms of share options granted, within

 (5)

 of (a) Nil ordinary shares and (b) 835,200 ordinary shares that are exercisable under the terms of share options granted, within

 (6)

 of (a) Nil ordinary shares and (b) 835,200 ordinary shares that are exercisable under the terms of share options granted, within

 (7)

 of (a) Nil ordinary shares and (b) 835,200 ordinary shares that are exercisable under the terms of share options granted, within

 (8)

 of (a) 478,257 ordinary shares and (b) 17,575,360 ordinary shares that are exercisable under the terms of share options granted,
 within 60 days of the above date.

 As
of April 19, 2024, assuming that all of our ordinary shares represented by ADSs are held by residents of the United States other than
ADSs held by the entities set forth in the table above and certain other holders that we know to be non-residents of the United States,
we estimate that approximately 99% of our outstanding ordinary shares (including ordinary shares underlying ADSs) were held in the United
States.

 As
of April 19, 2024, assuming that all of our Warrants are held by residents of the United States other than Warrants held by the entities
set forth in the table above and certain other holders that we know to be non-residents of the United States, we estimate that approximately
99% of our Warrants were held in the United States.

Authorized for Issuance under Equity Compensation Plans

 As
at December 31, 2023, the Company has granted options to issue 42,395 ADSs on exercise of those options. The balance consists of share
options granted under the TC Biopharm Limited Enterprise Management Incentive Plan 2014 (options to issue 5,329 ADSs with a weighted
average exercise price of 460 per ADS) and TC BioPharm (Holdings) plc 2021 Share Option Scheme (options to issue 37,066 ADSs with
a weighted average exercise price of $230 per ADS). There is no limit to the number of options that may be granted other than the available
capital.

 The
TC BioPharm (Holdings) plc 2021 Share Option Scheme became effective upon the completion of the IPO in February 2022 and serves as the
successor equity incentive plan to the 2014 Plan. We ceased granting awards under the 2014 Plan upon the implementation of the 2021 Plan
described below.

 Item
 13.

 Certain
 Relationships and Related Party Transactions and Director Independence

 Other
than the executive officer and director compensation arrangements discussed in the sections titled "Executive Compensation",
described below are transactions and series of similar transactions, since January 1, 2022, with respect to which we were a party, will
be a party, or otherwise benefited, in which:

the amounts involved exceeded or will, the lesser of $120,000 or average of 1% of total assets for each of last 2 years; and

a director, executive officer, holder of more than 5% of our ordinary shares or any member of their immediate family had or will have
a direct or indirect material interest.

 Transactions
with Related Persons

 The
Company entered into the following transactions with related persons (as that term has been defined by instruction 1 to S-K Item 404(a))
during its two fiscal years ended December 31, 2023 as follows:

 Issuance
of shares, options and warrants to related parties

 Since
January 1, 2022, the Company entered into the following transactions with Armistice Capital Master Fund Ltd ("Armistice Capital"),
a shareholder with more than 5% of our share capital:

 On
 November 27, 2022, the Company entered into a Securities Purchase Agreement (the "First
 Purchase Agreement") with Armistice Capital (the "Investor") as purchasers.
 Pursuant to the First Purchase Agreement, the Company sold, and the Investor purchased in
 a private placement an aggregate of 7,750 ADSs, pre-funded warrants to purchase up to 65,750
 ADS (the "Pre-Funded Warrants"), Series A purchase warrants to purchase up to
 70,000 ADSs (the "Series A Ordinary Warrants") and Series B purchase warrants
 to purchase up to 70,000 ADSs (the "Series B Ordinary Warrants" and together
 with the Series A Ordinary Warrants, the "Ordinary Warrants") for aggregate gross
 proceeds of $7,000,000 ( 5,784,168), excluding any proceeds that may be received upon
 exercise of the Ordinary Warrants. The purchase price for each ADS and associated Ordinary
 Warrants was $100 (on a post-split basis) and the purchase price per each Pre-Funded Warrant
 and associated Ordinary Warrants was $99.98 (on a post-split basis).

 On
 March 27, 2023, the Company, entered into a Second Securities Purchase Agreement (the "Second
 Purchase Agreement") with Investor, pursuant to which the Company agreed to issue and
 sell an aggregate of 10,750 ADSs, pre-funded warrants to purchase up to 161,125 ADS (the
 "Pre-Funded Warrants"), and Series C purchase warrants to purchase up to 171,875
 ADSs (the "Ordinary Warrants" and together with the Pre-Funded Warrants and the
 ADSs, the "Securities"). In addition, the Company also issued placement agent
 warrants to purchase 12,891 ADSs. The purchase price for each ADS and associated Ordinary
 Warrants was $32 (on a post-split basis) and the purchase price per each Pre-Funded Warrant
 and associated Ordinary Warrants was $31.98. The Ordinary Warrants were immediately exercisable,
 expire five (5) years from the date of issuance and the Pre-Funded Warrants may be exercised
 at any time until all of the Pre-Funded Warrants are exercised in full. The total net proceeds
 from this offering were approximately $4.9 million, after deducting estimated offering expenses
 of approximately $0.6 million.

 On
 March 27, 2023 the Company also agreed that Series A and B warrants existing warrants to
 purchase up to an aggregate of 140,000 ADSs of the Company that were previously issued on
 November 30, 2022, at an exercise price of $100 (on a post-split basis) per ADS and expiration
 dates of May 30, 2025 and May 30, 2028, were amended so that the amended warrants had a reduced
 exercise price of $35 (on a post-split basis) per ADS.

 On
 August 30, 2023, the Company entered into an agreement with its Series A and B warrant holders
 whereby it induced 70,000 and 70,000 of the outstanding warrants, respectively. In addition,
 the Company also entered into an agreement with its Series C warrant holders to induce all
 of the outstanding warrants (171,875). The inducement resulted in gross proceeds to the Company
 of approximately $2.8 million. In order to incentivize the inducement, the Company issued
 623,750 Series D warrants to the Series, A, B and C warrant holders. In addition, the Company
 also issued placement agent warrants to purchase 23,391 ADSs. The Company received aggregate
 gross proceeds of approximately 2.2 million (approximately $2.8 million) from the
 exercise of the Existing Warrants by the Holders, before deducting placement agent fees payable
 by the Company.

 On
 December 18, 2023, the Company entered into a Third Securities Purchase Agreement (the "Third
 Purchase Agreement") with Armistice Capital (the "Investor") pursuant to
 which the Company agreed to issue and sell to the Investor in a best-efforts public offering
 75,000 ADSs representing 1,500,000 ordinary shares, pre-funded warrants to purchase up to
 1,675,000 ADS representing 33,500,000 Ordinary Shares (the "Pre-Funded Warrants"),
 and series E purchase warrants to purchase up to 1,750,000 ADSs representing 35,000,000 Ordinary
 Shares (the "Warrants" and together with the Pre-Funded Warrants and the ADSs,
 the "Securities"). The purchase price for each ADS and associated Warrant was
 $2.00 and the purchase price per each Pre-Funded Warrant and associated Warrant was $1.999.
 The Warrants are immediately exercisable, will expire five years from the date of issuance
 and have an exercise price of 1.5814. The Pre-Funded Warrants may be exercised at
 any time until all of the Pre-Funded Warrants are exercised in full at an exercise price
 of $0.001 per ADS. Additionally, the Company agreed that a certain number of existing warrants
 to purchase up to an aggregate of 623,750 ADSs of the Company that was previously issued
 on September 5, 2023, at an exercise price of 7.00 per ADS and an expiration date
 of March 5, 2029, were amended effective upon the closing of the offering so that the amended
 warrant will have a reduced exercise price of 1.5814 (or $2.00, as translated for
 illustration to U.S. dollars at the rate of 1.00 to $1.264 as of December 18, 2023)
 per ADS. The Securities Purchase Agreements resulted in gross proceeds of $3.5 million.

 Issuance
of options to related parties

 On
February 29, 2024, the Renumeration Committee of the Board of Directors approved a grant of options to purchase ADSs to the Company's
executive officers and non-employee directors under the Company's 2021 Shares Option Scheme (the "Plan") and agreed
to cancel all shares options previously issued to such persons. Each non-employee director received an option to purchase 41,760 ADSs,
or ADSs representing 835,200 Ordinary Shares at an exercise price of $1.09 per ADS, which is equal to the closing price of the Company's
ADSs on the Nasdaq Capital Market on January 31, 2024. Martin Thorp, the Company's Chief Financial Officer, received an option
to purchase 177,122 ADSs, or ADSs representing 3,542,440 Ordinary Shares at an exercise price of $1.09 per ADS, which is equal to the
closing price of the Company's ADSs on the Nasdaq Capital Market on January 31, 2024. Bryan Kobel, the Company's Chief Executive
Officer received an option to purchase 381,606 ADSs, or ADSs representing 7,632,120 Ordinary Shares at an exercise price of $1.09 per
ADS, which is equal to the closing price of the Company's ADSs on the Nasdaq Capital Market on January 31, 2024. All share options
that were issued vest immediately upon issuance.

 On
March 8, 2024, Bryan Kobel, the Chief Executive Officer of the Company agreed to (a) defer the payment of accrued but unpaid contractual
pension benefits owed to him in the amount of $66,000 for a period of 9 months and (b) convert an aggregate amount of $24,760 of accrued
but unpaid contractual pension benefits owed to him into 476,153 ordinary shares, par value 0.0001 per share of Company, based
on a price per share equal to the closing price of the Company's ADSs on the Nasdaq Capital Market on March 7, 2024 divided by
twenty (20), or the ADS ratio.

 In
addition, the board of directors approved a grant of options to Mr. Kobel to purchase 153,000 ADSs, or ADSs representing 3,060,000 Ordinary
Shares at an exercise price of $2.00 per ADS, which is a premium to the closing price of the Company's ADSs on the Nasdaq Capital
Market on March 7, 2024. The options granted to Mr. Kobel were issued under the Company's 2021 Plan. All share options that were
issued vested immediately.

Independence

 Under
the rules of Nasdaq, independent directors must comprise a majority of a listed company's board of directors within a specified
period following the completion of its IPO. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member
of a listed company's audit, compensation and nominating and governance committees be independent. Under the rules of Nasdaq, a
director will only qualify as an "independent director" if, in the opinion of that company's board of directors, that
person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director.

 Audit
committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act. In order to be considered
independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his capacity as a member
of the audit committee, the board of directors or any other board committee: (i) accept, directly or indirectly, any consulting, advisory
or other compensatory fee from the listed company or any of its subsidiaries; or (ii) be an affiliated person of the listed company or
any of its subsidiaries. We currently satisfy the audit committee independence requirements of Rule 10A-3. Additionally, remuneration
committee members must not have a relationship with us that is material to the director's ability to be independent from management
in connection with the duties of a remuneration committee member.

 Our
board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship
with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this
review, our board of directors determined, other than Bryan Kobel and Martin Thorp, that all of our directors are "independent
directors" as defined under the applicable rules and regulations of the Securities and Exchange Commission, or SEC, and the listing
requirements and rules of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided
by the directors and us with regard to each director's business and personal activities and relationships as they may relate to
us and our management.

 Item
 14.

 Principal
 Accountant Fees and Services

 Our
financial statements have been prepared in accordance with U.S. GAAP and are audited by Marcum LLP, our independent registered public
accounting firm registered with the Public Company Accounting Oversight Board in the United States. Marcum LLP has served as our independent
registered public accountant for the years ended December 31, 2023 and 2022, for which audited statements appear in this Annual Report.

 Independent
Registered Public Accounting Firm Fees

 The
following is a summary and description of fees incurred by Marcum LLP for the years ended December 31, 2023, and 2022:

 2023

 2022

 Audit
 fees (1)

 459,511

 267,372

 Tax
 fees

 –

 –

 All
 other fees

 –

 –

 Total
 fees

 459,511

 267,372

 (1)

 Audit
 fees consist of fees for the audit of our annual financial statements and the review of our interim financial statements.

 Audit
Committee Pre-approval Policy and Procedures

 Our
Audit Committee reviews and pre-approves the scope and the cost of audit services related to us and permissible non-audit services performed
by the independent auditors, other than those for de minimis services which are approved by the Audit Committee prior to the completion
of the audit. All of the services related to our company provided by Marcum LLP during the last two fiscal years have been approved by
the Audit Committee after February 2022, and prior to February 2022 by the board of directors.

 PART
IV

 Item
 15.

 Exhibits
 and Financial Statement Schedules

 (a)
1. Financial Statements

 For
a list of the financial statements included herein, see Index to the Financial Statements on page 83 of this Annual Report, incorporated
into this Item by reference.

 2.
 Financial Statement Schedules

 Financial
statement schedules have been omitted because they are either not required or not applicable or the information is included in the financial
statements or the notes thereto.

 3.
 Exhibits

 The
exhibits required by Item 601 of Regulation S-K and Item 15(b) of this Annual Report are listed in the Exhibit Index below. The exhibits
listed in the Exhibit Index are incorporated by reference herein.

 Exhibit

 Description

 Schedule/
 Form

 File
 Number

 Exhibit

 File
 Date

 3.1

 Articles
 of Association of TC BioPharm (Holdings) plc

 3.2

 03/08/2022

 3.2

 Amendment
 to Articles of Association

 6-K

 99.1

 10/06/2022

 4.1

 Deposit
 Agreement – Bank of New York Mellon for American Depositary Shares

 4.1

 4.2

 Form
 of American Depositary Share (included in Exhibit 2.1)

 4.2

 4.3

 Warrant
 Agent Agreement with Computershare Inc.

 4.4

 4.4

 Form
 of Warrant Certificate (included in Exhibit 2.3)

 4.5

 4.5

 Form
 of Ordinary Share Certificate

 4.6

 4.6

 Form
 of Representative Warrant

 4.3

 4.7

 Description
 of Securities of Registrant

 20-F

 4.11

 05/13/2022

 4.8

 Form
 of Pre-Funded Warrant

 6-K

 10.1

 4.9

 Form
 of Series A and Series B Ordinary Warrant

 6-K

 10.2

 4.10

 Form
 of Placement Agent Warrant

 6-K

 10.3

 4.11

 Form
 of Pre-Funded Warrant

 6-K

 10.1

 03/23/2023

 4.12

 Form
 of Placement Agent Warrant

 6-K

 10.2

 03/23/2023

 4.13

 Form
 of Series C Ordinary Warrant

 6-K

 10.3

 03/23/2023

 4.14

 Form
 of Series D Warrant

 6-K

 4.1

 08/31/2023

 4.15

 Form
 of Pre-Funded Warrant

 6-K

 10.1

 4.16

 Form
 of Placement Agent Warrant

 6-K

 10.3

 4.17

 Form
 of Series E Warrant

 6-K

 10.2

 10.1

 Form
 of 2014 Share Option Scheme of Registrant

 10.1

 10.2

 Form
 of 2021 Share Option Scheme (including sub-plan for U.S. based persons) of Registrant

 10.2

 10.3

 Form
 of 2021 Company Share Option Plan (CSOP) of Registrant

 10.3

 10.4

 Convertible
 Loan Note, up to $20,000,000 in principal amount

 10.6

 10.5

 Form
 of Lock Up Agreement of Pre-IPO Smaller Shareholders

 10.8

 10.6

 Form
 of Lock Up Agreement of Pre-IPO Management and Larger Shareholders

 10.9

 10.7

 Form
 of Lock Up Agreement of Holders of Convertible Loan Notes

 10.10

 10.8

 Form
 of Deed of Indemnity for directors and officer

 20-F

 4.10

 05/13/2022

 10.9

 Form
 of Securities Purchase Agreement for Nov 2022 Private Placement

 6-K

 10.4

 10.10

 Form
 of Registration Rights Agreement for Nov 2022 Private Placement

 6-K

 10.5

 10.11

 Form
 of Securities Purchase Agreement for March 2023 Offering

 6-K

 10.4

 03/30/2023

 10.12

 Warrant
 Amendment Agreement, dated March 27, 2023

 6-K

 10.5

 03/30/2023

 10.13

 Form
 of Warrant Amendment Agreement, dated July 10, 2023

 6-K

 10.1

 07/24/2023

 10.14

 Form
 of Inducement Letter, dated August 30, 2023

 6-K

 10.1

 08/31/2023

 10.15

 Form
 of Securities Purchase Agreement for December 2023 Offering

 6-K

 10.4

 10.16

 Form
 of Warrant Amendment Agreement, dated December 19, 2023

 6-K

 10.5

 10.17*

 Employment Agreement between the Registrant and Bryan Kobel, dated June 15, 2021

 10.18*

 Employment Agreement between the Registrant and Martin Thorp, dated March 1, 2019

 14.1

 Code
 of Ethics of the Registrant

 11.1

 21.1

 List
 of Subsidiaries of Registrant

 21.1

 31.1*

 Certification
 by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2022

 31.2*

 Certification
 by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2022

 32.1*

 Certification
 by Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2022

 97.1**

 Clawback
 Policy

 *Filed
Herewith

 **
Previously filed with our 2023 Form 10-K, originally filed with the SEC on April 1, 2024, which is being amended hereby

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 Item
 16.

 Form
 10-K Summary

 The
Company has elected not to include summary information.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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/
 Bryan Kobel

 Bryan
 Kobel

 Chief
 Executive Officer

 By:

 /s/
 Martin Thorp

 Thorp

 Chief
 Financial Officer

 Date:
April 29, 2024