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 10, 2026, OKYO Pharma Ltd. (the “Company”) entered into a Sales Agreement (the “Offering Agreement”)
with Leerink Partners LLC (“Leerink Partners”) with respect to an at the market offering program under which the Company
may offer and sell, from time to time, ordinary shares, no par value (“Ordinary Shares”), having an aggregate offering price
of up to $50,000,000 through Leerink Partners acting as its sales agent or directly to Leerink Partners, acting as principal.
The Ordinary Shares to be offered and sold under the Offering Agreement, if any, will be offered and sold pursuant to the Company’s
shelf registration statement on Form F-3 (File No. 333-293145), which was filed with the U.S. Securities and Exchange Commission on February
2, 2026 and declared effective on February 10, 2026. A prospectus supplement related to this at the market offering program with Leerink
Partners was filed on February 10, 2026.
Pursuant
to the Offering Agreement, sales of Ordinary Shares may be made by any method permitted by law deemed to be an “at the market
offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”). If the Company and Leerink Partners agree on any method of distribution other than sales of Ordinary Shares into The
Nasdaq Capital Market or another existing trading market in the United States at market prices, the Company will file a further
prospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act.
Leerink
Partners will offer Ordinary Shares at prevailing market prices subject to the terms and conditions of the Offering Agreement as agreed
upon by the Company and Leerink Partners. The Company will designate the number of shares which it desires to sell, the time period during
which sales are requested to be made, any limitation on the number of shares that may be sold in one day and any minimum price below
which sales may not be made. Subject to the terms and conditions of the Offering Agreement, Leerink Partners will use its commercially
reasonable efforts consistent with its normal trading and sales practices and applicable laws and regulations to sell on the Company’s
behalf all of the shares requested to be sold by the Company. The Company is not obligated to make any sales of Ordinary Shares under
the Offering Agreement. The Company or Leerink Partners may suspend the offering of the Ordinary Shares being made through Leerink Partners
under the Offering Agreement at any time upon proper notice to the other party.
The
Company will pay Leerink Partners a cash commission of 3.0% of the gross sales price of the Ordinary Shares that Leerink Partners
sells pursuant to the Offering Agreement. Because there is no minimum offering amount required as a condition to this offering, the actual
total offering amount, commissions and proceeds to us, if any, are not determinable at this time. In addition, the Company has agreed
to reimburse Leerink Partners for its reasonable out-of-pocket expenses, including attorney’s fees, in amounts not to exceed (i)
$75,000 in connection with entering into the transactions contemplated by the Offering Agreement, (ii) $25,000 in connection with each
Representation Date (as defined in the Offering Agreement) for ongoing diligence arising from the transactions contemplated by the Offering
Agreement and (iii) $15,000 for the fees and associated expenses of Leerink Partners’ outside legal counsel for filings with the
FINRA Corporate Financing Department.
The
Offering Agreement contains representations, warranties and covenants that are customary for transactions of this type. In addition,
the Company has agreed to provide indemnification and contribution to Leerink Partners against certain liabilities, including liabilities
under the Securities Act.
The
foregoing description of the Offering Agreement is qualified in its entirety by reference to the full text of the Offering Agreement,
a copy of which is included as Exhibit 1.1 to this Form 6-K and is incorporated by reference herein.
This
Current Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein,
nor shall there be any offer, solicitation, or sale of the securities in any state or other jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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 pursuant to the Offering Agreement is filed as Exhibit 5.1 hereto.
EXHIBITS
Exhibit
Number |
|
Description |
| 1.1 |
|
Sales Agreement dated February 10, 2026 between OKYO Pharma Ltd. and Leerink Partners LLC |
| 5.1 |
|
Opinion of Carey Olsen (Guernsey) LLP |
| 23.1 |
|
Consent of Carey Olsen (Guernsey) LLP (included in Exhibit 5.1) |
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:
February 10, 2026 |
By: |
/s/
Keeren Shah |
| |
|
Keeren
Shah |
| |
|
Chief
Financial Officer |
