OKYO Pharma (OKYO) moves ATM equity facility to Leerink to boost flexibility

Rhea-AI Filing Summary

OKYO Pharma Limited has transitioned its at-the-market equity offering facility to Leerink Partners LLC, replacing its prior arrangement with B. Riley Securities. Leerink will act as exclusive sales agent, able to sell OKYO common shares into the market from time to time at prevailing prices.

The ATM program is intended to give OKYO ongoing access to equity capital, at the Company’s discretion and subject to market conditions, with Leerink earning a commission equal to 3.0% of gross proceeds from any shares sold. Management highlights this as enhancing financial flexibility to fund clinical development, including the lead candidate urcosimod for neuropathic corneal pain.

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 11, 2026, OKYO Pharma LTD (the “Company”) issued this 6K announcing that it has transitioned its At-The-Market (ATM) equity offering facility to Leerink Partners LLC, a leading healthcare-focused investment bank as the sales agent, replacing its previous ATM facility with B. Riley Securities Inc. This strategic move allows OKYO Pharma to continue accessing the capital markets efficiently through an ATM program, enabling the sale of common shares directly into the market from time to time, at prevailing market prices, subject to market conditions and the Company’s discretion.

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)

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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 11, 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 11, 2026

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Exhibit 99.1

OKYO Pharma Announces Transition of At-The-Market Equity Offering Facility to Leerink Partners

London and New York, NY, February 11, 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 has transitioned its At-The-Market (ATM) equity offering facility to Leerink Partners LLC, a leading healthcare-focused investment bank as the sales agent, replacing its previous ATM facility with B. Riley Securities Inc. This strategic move allows OKYO Pharma to continue accessing the capital markets efficiently through an ATM program, enabling the sale of common shares directly into the market from time to time, at prevailing market prices, subject to market conditions and the Company’s discretion.

“We are excited to partner with Leerink Partners to establish this new ATM facility,” said Keeren Shah, Chief Financial Officer of OKYO Pharma. “Leerink’s deep expertise in the biotech sector, proven track record in executing ATM programs, and strong relationships in the investor community make them an ideal partner as we advance our pipeline, including our lead candidate urcosimod for neuropathic corneal pain. This transition enhances our financial flexibility to support ongoing clinical development and corporate objectives without committing to a fixed equity raise.”

The ATM facility provides OKYO Pharma the ability to raise capital opportunistically while minimizing market disruption. Sales under the program, if any, will be made pursuant to a prospectus supplement and accompanying base prospectus filed with the U.S. Securities and Exchange Commission (SEC). Leerink Partners will act as the exclusive sales agent and receive a commission equal to 3.0% of gross proceeds from any shares sold.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, 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 any 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.

For further information, please visit www.okyopharma.com.

Forward-Looking Statements

Certain statements made in this announcement are 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 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. These and additional risks and uncertainties are described more fully in the company’s filings with the SEC, including those factors identified as “Risk Factors” in our most recent Annual Report on Form 20-F, for the fiscal year ended March 31, 2025. 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 announcement. 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, except as may be required by law.

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

OKYO Pharma announced it has transitioned its at-the-market equity offering facility to Leerink Partners LLC as exclusive sales agent, replacing B. Riley Securities. The move is intended to maintain efficient access to capital while giving the company flexibility over timing and size of common share sales.

How does the new at-the-market equity program with Leerink Partners work for OKYO Pharma (OKYO)?

Under the at-the-market equity program, Leerink Partners may sell OKYO Pharma common shares directly into the market from time to time at prevailing prices. Any sales occur at the Company’s discretion and subject to market conditions, allowing capital to be raised opportunistically rather than via a single fixed-size equity offering.

What fees will OKYO Pharma (OKYO) pay Leerink Partners under the ATM facility?

Leerink Partners will receive a commission equal to 3.0% of gross proceeds from any OKYO Pharma shares sold under the at-the-market equity program. This fee structure directly links Leerink’s compensation to actual capital raised through the facility, aligning costs with transaction activity.

Why is OKYO Pharma (OKYO) changing its ATM sales agent to Leerink Partners?

OKYO Pharma cites Leerink Partners’ deep biotech expertise, strong investor relationships, and experience executing at-the-market programs as reasons for the transition. Management believes this new partnership will enhance financial flexibility to support ongoing clinical development and broader corporate objectives without committing to a large, fixed equity raise.

How does the ATM facility support OKYO Pharma’s (OKYO) urcosimod development plans?

The ATM facility is intended to provide flexible capital to advance urcosimod, OKYO Pharma’s lead drug candidate for neuropathic corneal pain. The company recently completed a successful phase 2 trial and plans to start an approximately 150-subject Phase 2b/3 multiple-dose study in the first half of this year.

Does the OKYO Pharma (OKYO) announcement constitute an offer to sell securities?

No. The company states the announcement is not an offer to sell or solicitation to buy securities. Any sales under the at-the-market program will be made pursuant to a prospectus supplement and base prospectus filed with the SEC, and only where properly registered or qualified under applicable securities laws.

Filing Exhibits & Attachments

2 documents

Press Releases

• EX-99.1 EX-99.1 12.3 KB
• EX-99 GRAPHIC 10.2 KB