OKYO PHARSADR : INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K - Form 6-K

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

December 2023

Commission File Number: 001-41386

OKYO Pharma LTD

(Exact Name of Registrant as Specified in Its Charter)

9^th Floor

107 Cheapside

London

EC2V 6DN

(Address of principal executive office)

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On December 15, 2023, the Company entered into securities purchase agreements (the "Purchase Agreement") with individual and institutional investors, with respect to the issuance and sale (the "Offering") of 400,000 Ordinary Shares at a price of $1.50 per Ordinary Share. In addition, we are issuing 144,800 ordinary shares to certain creditors

The Offering is expected to close on or about December 19, 2023, subject to the satisfaction of customary closing conditions.

The estimated gross proceeds to the Company from the Offering are expected to be approximately $0.57 million after deducting estimated offering expenses. The Company intends to use the net proceeds from the Offering for clinical development of the Company's product candidates, general corporate purposes and working capital.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as 10.1 hereto and are incorporated herein by reference.

The Ordinary Shares are offered by the Company pursuant to a registration statement on Form F-3 (File No. 333-275216) filed with the Securities and Exchange Commission (the "Commission"), which was declared effective by the Commission on June 14, 2023.

The legal opinion of Carey Olsen (Guernsey) LLP, counsel to the Company, relating to the legality of the issuance and sale of the Ordinary Shares in the Offering is filed as Exhibit 5.1 hereto.

EXHIBITS

Exhibit Number		Description
5.1		Opinion of Carey Olsen (Guernsey) LLP
10.1		Form of Securities Purchase Agreement
23.1		Consent of Carey Olsen (Guernsey) LLP (included in Exhibit 5.1)

-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.

	OKYO Pharma LTD
Date: December 18, 2023	By:	/s/ Gary S. Jacob
		Gary S. Jacob
		Chief Executive Officer

-3-