OKYO Pharma (NASDAQ: OKYO) plans public offering of ordinary shares
Rhea-AI Filing Summary
OKYO Pharma Limited intends to offer and sell its ordinary shares in an underwritten public offering, with all shares to be issued by the company. The company expects to grant the underwriter a 30-day option to buy up to an additional 15% of the shares sold.
The deal will be made under an effective Form F-3 shelf registration, with Piper Sandler & Co. as sole book-running manager, and is subject to market conditions. OKYO plans to use net proceeds mainly to fund clinical development of its product candidates, as well as for general corporate purposes and working capital.
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Insights
OKYO plans a primary equity raise to fund clinical development.
OKYO Pharma Limited plans an underwritten public offering of its ordinary shares, with all shares sold by the company. A 30-day option for the underwriter to purchase up to an additional 15% of the shares provides flexibility to expand the deal if demand is strong.
The offering uses an already effective Form F-3 shelf registration, which streamlines execution. Proceeds are earmarked primarily for clinical development, general corporate purposes and working capital, aligning with its status as a clinical-stage biopharmaceutical company focused on neuropathic corneal pain and inflammatory eye diseases.
The announcement notes the transaction is subject to market conditions, so timing and final size will depend on investor demand and broader markets. Piper Sandler & Co. acting as sole book-running manager centralizes distribution and marketing of the offering.
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
February 2026
Commission File Number: 001-41386
OKYO Pharma LTD
(Exact Name of Registrant as Specified in Its Charter)
9th Floor
107 Cheapside
London
EC2V 6DN
(Address of registrant’s 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): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On February 12, 2026, OKYO Pharma LTD (the “Company”) issued this 6K announcing that it intends to offer to sell its ordinary shares in an underwritten public offering (the “Offering”). All of the ordinary shares are to be sold by the Company. The Company expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the number of ordinary shares sold in this Offering at the public offering price, less underwriting discounts and commissions. The Offering is subject to market conditions and there can be no assurance as to whether or when the Offering may be completed, or as to the size or terms of the Offering. Piper Sandler & Co. is acting as the sole book-running manager for the Offering.
The Announcement is furnished herewith as Exhibit 99.1 to this Report on Form 6-K. The information in the attached Exhibits 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, This report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (Reg. No. 333-293145)
| 2 |
SIGNATURES
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: February 12, 2026 | By: | /s/ Keeren Shah |
| Name: | Keeren Shah | |
| Title: | Chief Financial Officer | |
| 3 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | News Announcement, dated February 12, 2026 |
| 4 |
Exhibit 99.1
OKYO Pharma Announces Public Offering of Ordinary Shares
London and New York, NY, February 12, 2026. OKYO Pharma Limited (Nasdaq: OKYO), a clinical-stage biopharmaceutical company developing investigational therapies for the treatment of neuropathic corneal pain (NCP) and for inflammatory eye diseases, today announced that it intends to offer to sell its ordinary shares in an underwritten public offering (the “Offering”). All of the ordinary shares are to be sold by the Company. The Company expects to grant the underwriter a 30-day option to purchase up to an additional 15% of the number of ordinary shares sold in this Offering at the public offering price, less underwriting discounts and commissions. The Offering is subject to market conditions and there can be no assurance as to whether or when the Offering may be completed, or as to the size or terms of the Offering.
Piper Sandler & Co. is acting as the sole book-running manager for the Offering.
The Company intends to use the net proceeds from the Offering primarily for clinical development of its product candidates, general corporate purposes and working capital.
The securities are being offered and sold pursuant to a shelf registration statement on Form F-3 (File No. 333-293145), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2026, and declared effective on February 10, 2026. The Offering is being made only by means of a prospectus supplement and the accompanying base prospectus, as may be further supplemented by any free writing prospectus that the Company may file with the SEC. A preliminary prospectus supplement describing the terms of the proposed Offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. The final prospectus supplement relating to the Offering will be filed with the SEC and will also be available on the SEC’s website. Copies of the preliminary prospectus supplement, the final prospectus supplement (when available) and the accompanying base prospectus relating to the Offering can also be obtained from Piper Sandler & Co. at 350 North 5th Street, Suite 1000, Minneapolis, MN 55401, Attn: Prospectus Department, or via email at prospectus@psc.com or telephone at (800) 747-3924.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About OKYO Pharma
OKYO Pharma Limited (Nasdaq: OKYO) is a clinical-stage biopharmaceutical company developing innovative therapies for the treatment of neuropathic corneal pain (NCP) and inflammatory eye diseases, with ordinary shares listed for trading on the Nasdaq Capital Market. OKYO is focused on the discovery and development of novel molecules to treat neuropathic corneal pain and other ocular diseases. OKYO recently completed a successful phase 2 trial of its flagship drug urcosimod in patients with NCP and plans to initiate a ~150 subject Phase 2b/3 multiple-dose study of urcosimod to treat NCP in the first half of this year.
Forward-Looking Statements
Statements in this press release may be “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that concern matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated or projected in the forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as ‘anticipates,’ ‘expects,’ ‘intends,’ ‘plans,’ ‘believes,’ ‘seeks,’ ‘estimates,’ and similar expressions are intended to identify forward-looking statements. These forward-looking statements reflect the current beliefs and expectations of management and include statements regarding the proposed terms of the proposed offering, completion, timing and size of the proposed offering and the expected use of proceeds from the offering. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’s control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this press release. Forward-looking statements are subject to risks and uncertainties that may cause the Company’s actual activities or results to differ materially from those indicated or implied by any forward-looking statement, including, without limitation, due to risks and uncertainties related to market conditions and the satisfaction of closing conditions related to the proposed public offering, risks disclosed in the section titled “Risk Factors” included in the preliminary prospectus supplement filed with the SEC on February 12, 2026, and risks disclosed in other documents the Company files from time to time with the SEC. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
For further inquiries:
OKYO Pharma Ltd
Paul Spencer, Business Development, and Investor Relations
+44 (0) 207 495 2379
Email: info@okyopharma.com
FAQ
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Filing Exhibits & Attachments
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