OKYO Pharma (NASDAQ: OKYO) prices $20M public offering of shares

Rhea-AI Filing Summary

OKYO Pharma Limited is raising capital through an underwritten public offering of 10,815,000 ordinary shares at $1.85 per share, for expected gross proceeds of about $20 million before expenses and discounts. The underwriter also has a 30-day option to buy up to 1,622,250 additional shares, which would lift gross proceeds to roughly $23 million if fully exercised.

The company plans to use the net proceeds mainly to fund clinical development of its product candidates, along with general corporate purposes and working capital. OKYO, a clinical-stage biopharma focused on neuropathic corneal pain and inflammatory eye diseases, recently completed a successful phase 2 trial of its lead drug urcosimod and is planning a ~150-patient Phase 2b/3 study.

Insights

Biopharma equity financing analyst

OKYO secures a $20M equity raise to advance eye-disease programs.

OKYO Pharma has priced an underwritten public offering of 10,815,000 ordinary shares at $1.85, targeting gross proceeds of about $20 million, with an underwriter option that could lift this to roughly $23 million. This is a primary capital raise, so funds go to the company.

The stated use of proceeds centers on clinical development of its product candidates, plus general corporate purposes and working capital. As a clinical-stage company developing therapies for neuropathic corneal pain and inflammatory eye diseases, additional funding can support its trial plans without relying solely on partnerships or debt.

The press release notes a recently completed phase 2 trial of urcosimod in neuropathic corneal pain and a planned ~150-subject Phase 2b/3 multiple-dose study. The ability to execute that larger study will depend in part on successfully closing this offering, which is expected on or about February 17, 2026, subject to customary conditions.

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)

9^th 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 13, 2026, OKYO Pharma LTD (the “Company”) issued this 6K announcing the pricing of an underwritten public offering (the “Offering”) of 10,815,000 ordinary shares at an offering price of $1.85 per ordinary share. The Company has granted the underwriter a 30-day option to purchase up to an additional 1,622,250 ordinary shares at the public offering price, less underwriting discounts and commissions. The gross proceeds to the Company from the Offering, before deducting offering expenses payable by the Company and discounts, will be approximately $20 million. Assuming full exercise by the underwriter of its option to purchase additional ordinary shares, the gross proceeds to the Company from the Offering would be approximately $23 million, before deducting offering expenses payable by the Company and discounts. 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 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 13, 2026	By:	/s/ Keeren Shah
	Name:	Keeren Shah
	Title:	Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.		Description
99.1		News Announcement, dated February 12, 2026

4

Exhibit 99.1

OKYO Pharma Announces Pricing of $20 Million 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 the pricing of an underwritten public offering (the “Offering”) of 10,815,000 ordinary shares at an offering price of $1.85 per ordinary share. The Company has granted the underwriter a 30-day option to purchase up to an additional 1,622,250 ordinary shares at the public offering price, less underwriting discounts and commissions.

The gross proceeds to the Company from the Offering, before deducting offering expenses payable by the Company and discounts, will be approximately $20 million. Assuming full exercise by the underwriter of its option to purchase additional ordinary shares, the gross proceeds to the Company from the Offering would be approximately $23 million, before deducting offering expenses payable by the Company and discounts. 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.

Piper Sandler & Co. is serving as the sole manager for the Offering. The Offering is expected to close on or about February 17, 2026, subject to the satisfaction of customary closing conditions.

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 preliminary 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. 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 5^th 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 closing of the 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 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

What did OKYO (OKYO) announce in its latest 6-K filing?

OKYO Pharma announced the pricing of an underwritten public offering of ordinary shares, expected to raise about $20 million in gross proceeds. This equity financing is intended to fund clinical development, general corporate purposes, and working capital for its eye-disease drug programs.

How many shares is OKYO (OKYO) offering and at what price?

OKYO is offering 10,815,000 ordinary shares at an offering price of $1.85 per share. The company also granted the underwriter a 30-day option to purchase up to an additional 1,622,250 ordinary shares at the same public offering price, less underwriting discounts and commissions.

How much money will OKYO (OKYO) raise from this offering?

The offering is expected to generate gross proceeds of approximately $20 million before discounts and expenses. If the underwriter fully exercises its option to buy 1,622,250 additional shares, total gross proceeds would increase to about $23 million, still before deducting offering-related costs.

How will OKYO (OKYO) use the proceeds from the share offering?

OKYO plans to use net proceeds primarily to fund clinical development of its product candidates, including its neuropathic corneal pain programs. Remaining funds are earmarked for general corporate purposes and working capital to support ongoing operations and future development activities in eye diseases.

Who is managing OKYO’s (OKYO) public offering of ordinary shares?

Piper Sandler & Co. is serving as the sole manager for OKYO Pharma’s underwritten public offering. The transaction is being conducted under an effective Form F-3 shelf registration, using a preliminary prospectus supplement and base prospectus filed with the U.S. Securities and Exchange Commission.

What stage are OKYO’s (OKYO) lead drug programs currently in?

OKYO describes itself as a clinical-stage biopharmaceutical company focused on neuropathic corneal pain and inflammatory eye diseases. It recently completed a successful phase 2 trial of its lead drug urcosimod in neuropathic corneal pain and plans a ~150-subject Phase 2b/3 multiple-dose study.

When is OKYO’s (OKYO) offering expected to close?

The offering is expected to close on or about February 17, 2026, subject to the satisfaction of customary closing conditions. Closing will finalize the capital raise and provide the gross proceeds of about $20 million, potentially rising to $23 million if the underwriter’s option is fully exercised.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 13.4 KB
• EX-99 GRAPHIC 6.4 KB