6-K

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

May2023

CommissionFile Number: 001-41386

OKYOPharma LTD

(Exact Name of Registrant as Specified in Its Charter)

9^th^Floor

107Cheapside

London

EC2V6DN

(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): ☐

INFORMATIONCONTAINED IN THIS REPORT ON FORM 6-K

On May 22, 2023, OKYO Pharma LTD (the “Company”) issued this 6K announcing, London Stock Exchange Delisting, a copy of which is furnished as Exhibit 99.1

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, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.

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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.

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EXHIBITINDEX

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Exhibit99.1

22 May 2023

OKYOPharma Limited

(“OKYO” or “Company”)

LondonStock Exchange Delisting

Further to the Dealing Announcement published by the FCA this morning, the board of directors of OKYO Pharma Limited (LSE: OKYO; NASDAQ: OKYO), confirm the cancellation of its ordinary shares of no par value each (“Ordinary Shares”) from listing on the standard segment of the FCA’s Official List and the cessation trading on the main market for listed securities of the LSE.

The Delisting will have no impact on holders the Company’s American Depositary Shares (“ADSs”) (each of which represented 65 Ordinary Shares) which are traded on NASDAQ, who will receive am equal number of the new ordinary shares via DTC.

The securities to which the Delisting relates are the Ordinary Shares of OKYO Pharma Limited with ISIN GG00BD3FV870. Following the Delisting, it will no longer be possible to trade the Ordinary Shares on the Main Market or any other market of the LSE.

Informationfor holders through CREST

Following the share consolidation (which will take place on the Delisting Date), holders of the Company’s ordinary shares in CREST will receive a CDI (a CREST depositary interest issued by Euroclear) into their CREST account, with each CDI representing one new ordinary share. The CDIs can be exchanged for the new ordinary shares within the CREST system. CREST holders will shortly see their holding of theold ordinary shares replaced with a holding of CDIs with the ISIN GG00BMFG5F62. As each new ordinary share results from a 65 into 1 shareconsolidation, the number of CDIs will represent the former holdings divided by a factor of 65 and rounded down to the nearest wholeshare.

Informationfor holders in certificated form

For persons who currently hold Ordinary Shares in certificated form, these shareholders will receive a “DRS Statement” from the Company’s US transfer agent, by post. The DRS Statement will explain how to dematerialise the underlying shares into a trading account. As each new ordinary share results from a 65 into 1 share consolidation, the holding on the DRS will represent the former certificated holdings divided by a factor of 65 and rounded down to the nearest whole share.

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