OKYO Pharma Ltd F-1/A, filed Jun 9, 2023

OKYO Pharma Ltd (OKYO)

F-1/A 2023-06-09

View Original

Added on October 22, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Large Accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒

			Emerging growth company ☒

	(1)	On March 24, 2020, we issued 40,000,000 ordinary shares to Veneto Seed Ventures Ltd. and 35,825,130 to Panetta Partners Ltd. by way of a placing of ordinary shares to raise £379,126, at a price of £0.005 per ordinary share, following which we had 636,297,049 ordinary shares in issue.

	(2)	On May 29, 2020, we raised £440,000 through the issue of convertible loan notes which carry an interest rate of 20% compounding and have maximum term of 4 years. The convertible loan notes convert into ordinary shares at a price of £0.004 per share and, if converted, the shares will be issued with a warrant attached at an exercise price of £0.004, with a maximum life of 5 years from the date of issue of the convertible loan notes, regardless of the conversion date).

	(3)	On June 5, 2020, we issued 36,269,253 ordinary shares to Panetta Partners Ltd. by way of a placing of ordinary shares to raise £181,346 at a price of £0.005 per ordinary share, following which we had 672,566,302 ordinary shares in issue.

	(4)	On July 27, 2020, we raised £3,500,000 through the issue of convertible loan notes which carry an interest rate of 2.15% compounding and have maximum term of 3 years. The convertible loan notes convert into ordinary shares at a price of £0.085 per share.

	(5)	On August 17, 2020, we raised £1,437,104 through the issue of convertible loan notes which carry an interest rate of 2.15% compounding and have maximum term of 3 years. The convertible loan notes convert into ordinary shares at a price of £0.085 per share.

	(6)	On September 3, 2020, we raised £500,000 through the issue of convertible loan notes which carry an interest rate of 2.15% compounding and have maximum term of 3 years. The convertible loan notes convert into ordinary shares at a price of £0.085 per share.

	(7)	On May 7, 2021, we issued 36,363,636 ordinary shares to Panetta Partners Ltd. through the exercise of warrants to raise £490,909 at a price of £0.0135 per ordinary share, following which we had 709,179,938 ordinary shares in issue.

	(8)	On May 7, 2021, we issued 72,000,000 ordinary shares to Panetta Partners Ltd. through the exercise of warrants to raise £396,000 at a price of £0.0055 per ordinary share, following which we had 781,179,938 ordinary shares in issue.

	(9)	On May 7, 2021, we issued 25,920,000 ordinary shares to Panetta Partners Ltd. through the conversion of convertible loan notes, following which we had 807,099,938 ordinary shares in issue.

	(10)	On May 7, 2021, we issued 22,000,000 ordinary shares to Mayflower Medical Ventures. through the conversion of convertible loan notes, following which we had 829,099,938 ordinary shares in issue.

	(11)	On May 7, 2021, we issued 15,000,000 ordinary shares to Babington Microcap. through the conversion of convertible loan notes, following which we had 844,099,938 ordinary shares in issue.

	(12)	On May 7, 2021, we issued 18,329,093 ordinary shares to Planwise Ltd. through the conversion of convertible loan notes, following which we had 862,049,031 ordinary shares in issue.

	(13)	On May 7, 2021, we issued 25,079,922 ordinary shares to Laura Fonda. through the conversion of convertible loan notes, following which we had 887,508,953 ordinary shares in issue.

	(14)	On May 7, 2021, we issued 17,122,557 ordinary shares to Morris Silverman. through the conversion of convertible loan notes, following which we had 904,631,510 ordinary shares in issue.

	(15)	On May 7, 2021, we issued 16,144,722 ordinary shares to Howard Freedberg. through the conversion of convertible loan notes, following which we had 920,776,232 ordinary shares in issue.

	(16)	On May 7, 2021, we issued 3,573,888 ordinary shares to Carmine Rotandaro. through the conversion of convertible loan notes, following which we had 924,350,120 ordinary shares in issue.

	(17)	On May 7, 2021, we issued 6,269,980 ordinary shares to John Storey. through the conversion of convertible loan notes, following which we had 930,620,100 ordinary shares in issue.

	(18)	On May 7, 2021, we issued 470,248 ordinary shares to Optiva. through the conversion of convertible loan notes, following which we had 931,090,348 ordinary shares in issue.

	(19)	On May 7, 2021, we issued 25,920,000 ordinary shares to Panetta Partners Ltd. through the exercise of warrants to raise £103,680 at a price of £0.004 per ordinary share, following which we had 957,010,348 ordinary shares in issue

	(20)	On May 7, 2021, we issued 13,685,760 ordinary shares to Planwise Ltd through the exercise of warrants to raise £54,743 at a price of £0.004 per ordinary share, following which we had 970,696,108 ordinary shares in issue.

	(21)	On February 24, 2022, we issued 46,500,000 ordinary shares to Mayflower Medical Ventures. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,017,196,108 ordinary shares in issue

	(22)	On February 24, 2022, we issued 68,500,000 ordinary shares to Saviese Generation Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,085,696,108 ordinary shares in issue

	(23)	On February 24, 2022, we issued 48,224,320 ordinary shares to Toro Chimica Ventures Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,133,920,428 ordinary shares in issue

	(24)	On February 24, 2022, we issued 39,982,880 ordinary shares to Babington Microcap. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,173,903,308 ordinary shares in issue

	(25)	On February 24, 2022, we issued 68,500,000 ordinary shares to Garcer Ventures Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,242,403,308 ordinary shares in issue

	(26)	On February 24, 2022, we issued 24,112,160 ordinary shares to High Octane. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,266,515,468 ordinary shares in issue

	(27)	On February 24, 2022, we issued 68,500,000 ordinary shares to PPIH Ltd. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,335,015,468 ordinary shares in issue

	(28)	On February 24, 2022, we issued 39,400,000 ordinary shares to Scion Sciences Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,374,415,468 ordinary shares in issue

Exhibit No.		Description
3.1		Memorandum and Articles of Incorporation of OKYO Pharma Limited (incorporated by reference to Exhibit 3.1 filed with Form F-1 on March 4, 2022)
5.1**		Opinion of Carey Olsen (Guernsey) LLP
10.1		OKYO Pharma Limited Share Option Plan With Non-Employee Sub-Plan And US Sub-Plan (incorporated by reference to Exhibit 10.1 filed with Form F-1 on March 4, 2022)
10.2		Executive Employment Agreement dated December 21, 2020 between Gary S. Jacob and OKYO Pharma Limited, as amended on January 19, 2021 (incorporated by reference to Exhibit 4.1 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.3		Collaboration Agreement between On Target Therapeutics, LLC and OKYO Pharma Limited dated June 4, 2018 (incorporated by reference to Exhibit 10.3 filed with Form F-1 on March 4, 2022)
10.4		Amendment to Collaboration Agreement between On Target Therapeutics, LLC and OKYO Pharma Limited dated October 22, 2018 (incorporated by reference to Exhibit 10.4 filed with Form F-1 on March 4, 2022)
10.5		License Agreement dated as of May 1, 2018 by and between Tufts Medical Center, Inc. and OKYO Pharma Limited (incorporated by reference to Exhibit 10.5 filed with Form F-1 on March 4, 2022)
10.6		Shared Services Agreement dated as of January 1, 2018 by and between OKYO Pharma Limited and Tiziana Life Sciences plc (incorporated by reference to Exhibit 10.6 filed with Form F-1 on March 4, 2022)
10.7		License and Sublicense Agreement dated May 22, 2017 by and between On Target Therapeutics, LLC and OKYO Pharma Limited (incorporated by reference to Exhibit 10.7 filed with Form F-1 on March 4, 2022)
10.8		First Amendment to the License and Sublicense Agreement dated March 25, 2021 by and between On Target Therapeutics, LLC and OKYO Pharma Limited (incorporated by reference to Exhibit 10.8 filed with Form F-1 on March 4, 2022).
10.9		Collaboration Agreement dated August 6, 2019 between Tufts Medical Center, Inc. and OKYO Pharma Limited (incorporated by reference to Exhibit 10.9 filed with Form F-1 on March 4, 2022).
10.10		Amendment No. 1 to Collaboration Agreement dated November 10, 2020 between Tufts Medical Center, Inc. and OKYO Pharma Limited(incorporated by reference to Exhibit 10.10 filed with Form F-1 on March 4, 2022).
10.11		Letter of Appointment between OKYO Pharma Limited and Gabriele Cerrone dated January 6, 2021(incorporated by reference to Exhibit 10.11 filed with Form F-1 on March 4, 2022)
10.12		Letter Agreement between OKYO Pharma Limited and Gabriele Cerrone dated April 28, 2021 (incorporated by reference to Exhibit 10.12 filed with Form F-1 on March 4, 2022)
10.13		Loan Agreement between OKYO Pharma Limited and Tiziana Life Sciences Ltd. dated August 2, 2022.
10.14		Loan Agreement between OKYO Pharma Limited and Tiziana Life Sciences Ltd. dated February 9, 2023
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 filed with Form F-1 on March 4, 2022).
23.1*		Consent of Mazars LLP, independent registered public accountants regarding the financial statements of OKYO Pharma Limited as of March 31, 2021 and 2020 and for each of the years then ended.
23.2**		Consent of Carey Olsen (Guernsey) LLP (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page)
107*		Filing Fee Table

	(a)	The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

	(b)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

	(c)	The undersigned registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2)	For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	OKYO PHARMA LIMITED

	By:	/s/ Gary S. Jacob
		Gary S. Jacob, Ph.D.
		Chief Executive Officer and Director

Signature				Date

*				June 9, 2023
Gabriele Cerrone
Non-Executive Chairman

/s/ Gary S. Jacob				June 9, 2023
Gary S. Jacob, Ph.D.
Chief Executive Officer and Director

*				June 9, 2023
Keeren Shah
Chief Financial Officer

*				June 9, 2023
Willy Simon
Director

*				June 9, 2023
John Brancaccio
Director

*				June 9, 2023
Bernard Denoyer
Director

OKYO Pharma US, Inc.

By:	/s/ Gary S. Jacob	Authorized U.S. Representative	June 9, 2023
Name:	Gary S. Jacob, Ph.D.
Title:	Director

Our ref:	BM/JC/CC/1065260.0002/12744481v2

OKYO Pharma Limited Martello Court Admiral Park St Peter Port Guernsey GY1 3HB		9 June 2023

(the “Addressee”)

Dear Sirs

OKYO Pharma Limited (the “Company”)

2.	Definitions and interpretation

2.1	Capitalised terms used in this Opinion shall have the meanings given to them in Part A of Schedule 4 (Definitions and Interpretation).

2.2	This Opinion shall be interpreted and construed in accordance with Part B of Schedule 4 (Definitions and Interpretation).

3.	Scope

3.1	This Opinion is limited to: (a) matters of Guernsey law and practice as at the date of this Opinion; and (b) matters expressly stated in this Opinion.

3.2	We have made no investigation and express no opinion with respect to the law or practice of any other jurisdiction.

3.3	This Opinion is based only on those matters of fact known to us at the date of this Opinion.

4.	Documents EXAMINED AND SEARCHES

4.1	In preparing this Opinion, we have reviewed copies of the documents set out in Schedule 1 hereto.

4.2	The documents listed in Schedule 1 hereto are the only documents and/or records we have examined and the only enquiries we have carried out. In particular, we have made no enquiries as to matters of fact, other than those obtained by the Searches.

5.	Assumptions and qualifications

5.1	This Opinion is given: (a) in reliance on the Assumptions; and (b) on the basis that the Assumptions (which we have not independently investigated or verified) are accurate, and have been accurate, in all respects at the date of this Opinion, and at all other relevant times.

5.2	This Opinion is subject to the Qualifications.

6.	opinion

	6.1.1	The Company is duly incorporated as a non-cellular company with limited liability and validly existing under Guernsey law and is subject to suit in its own name.

	6.1.2	The Company has the corporate power and capacity to exercise its rights and perform its obligations under the Registration Statement.

	6.1.3	The Ordinary Shares to be offered and sold by the selling shareholders as contemplated by the Registration Statement, have been validly issued, fully paid and are not subject to any call for payment of further capital.

	6.1.4	The performance of the Company’s obligations under the Registration Statement do not conflict with any applicable law or regulation of Guernsey to which the Company is subject or any provision of the Memorandum and Articles of Incorporation.

	6.2.1	The Searches revealed no evidence of any current resolutions for the winding up or dissolution of the Company and no evidence of the appointment of any liquidator, administrator or other such person having been given control of the Company or any of its assets.

	6.2.2	The Searches did not reveal any proceedings against the Company including any proceedings to declare the property of the Company to be en désastre.

7.	Governing law, limitations, benefit, disclosure and reliance

7.1	This Opinion is governed by and shall be construed in accordance with Guernsey law.

7.2	We assume no obligation to advise you or any other person, or undertake any investigations, as to any legal developments or factual matters arising after the date of this Opinion that might affect the opinions expressed in this Opinion.

7.3	This Opinion is addressed only to you and is solely for your benefit in connection with each Document and except with our prior written consent it may not be disclosed to, used or relied on by any other person or for any other purpose, or referred to or made public in any way.

1.	A copy of the Registration Statement.

2.	The Public Records.

3.	The Director Resolutions.

4.	The Certificate of Incorporation.

5.	The Memorandum and Articles of Incorporation.

6.	The Opinion Certificate.

4.1	All documents or information that are required to be filed or registered by or in relation to the Company with the Registrar of Companies (whether or not any time limit for such filing or registration has yet expired) have been so filed or registered and appear on the Public Records and are accurate and complete.

5.	Unknown facts

2.	Searches

2.1	The Searches are not conclusively capable of revealing whether or not:

	2.1.1	a winding up order has been made or a resolution passed for the winding up of the Company; or

	2.1.2	an order has been made or a resolution passed appointing a liquidator or administrator or other person to control the assets of the Company,

“Articles of Incorporation”	means a copy of the current articles of incorporation of the Company, as obtained from the Registry on the date hereof;

“Assumptions”	means the assumptions set out in Schedule 2 (Assumptions);

“Certificate of Incorporation”	means a copy of the Company’s certificate of incorporation;

“Companies Law”	means the Companies (Guernsey) Law, 2008;

“Director Resolutions”	Means the written resolutions of the directors of the Company passed on 17 May 2023 in which the directors of the Company resolved to approve the preparation, execution and filing with the SEC of the Registration Statement;

“Greffe”	means the registry of the Guernsey Courts;

“Guernsey”	for the avoidance of doubt means the islands of Guernsey (and excludes Alderney and Sark);

“Guernsey Court”	means the Royal Court of Guernsey which definition shall include any court in Guernsey where the context so requires;

“Memorandum”	means the memorandum of incorporation of the Company as obtained from the Registry on the date hereof;

“Opinion”	means this legal opinion and includes the Schedules;

“Opinion Certificate”	means the certificate of a director of the Company addressed to us and dated the date of this Opinion;

“Qualifications”	means the observations and qualifications set out in Schedule 3 (Qualifications);

	●	at the Registry (including its public website), on 7 June 2023; and
	●	on a search of the computerised records of matters raised in the Guernsey Courts available for inspection at the Greffe on 7 June 2023;

“Registration Statement”	the registration statement on Form F-1 initially filed by the Company with the U.S. Securities and Exchange Commission on or around the date hereof;

“Registry”	means the Registry of Companies in Guernsey; and

“Search” and “Searches”	means our inspection of the Public Records on the date hereof.

1.	References in this Opinion to:

1.1	a Schedule are references to a schedule to this Opinion;

1.2	a “person” include any body of persons corporate or unincorporated; and

1.3	legislation includes, where relevant, a reference to such legislation as amended at the date of this Opinion.

2.	Where a capitalised term appears in the left-hand column of Part A of Schedule 4 (Definitions and Interpretation) in the singular, its plural form, if used in this Opinion, shall be construed accordingly, and vice versa.

3.	Headings in this Opinion are inserted for convenience only and shall not affect the construction of this Opinion.