6-K

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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

March2023

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 March 13, 2023, OKYO Pharma LTD (the “Company”) issued this 6K announcing OKYO Pharma Prices $5.3 Million Offering of ADSs, 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.

	OKYO Pharma LTD
Date:<br> March 13, 2023	By:	/s/ Keeren Shah
	Name:	Keeren<br> Shah
	Title:	Chief<br> Financial Officer

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EXHIBITINDEX

Exhibit No.	Description
99.1	News Announcement, dated March 13, 2023

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Exhibit 99.1

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OKYOPharma Limited Prices $5.3 Million Offering of ADSs

London,March 13, 2023 – OKYO Pharma Limited (Nasdaq: OKYO, LSE: OKYO) (“OKYO Pharma” or the “Company”)**,**a biotechnology company focused on the discovery and development of novel molecules to treat inflammatory dry eye diseases (“DED”) and ocular pain, announced the pricing of a reasonable best efforts public offering of 3,503,665 American Depositary Shares (the “ADSs”) at a public offering price of $1.50 per ADS. The gross proceeds to the Company from this offering are expected to be approximately $5.3 million before deducting offering expenses. The offering is expected to close on March 15, 2023, subject to customary closing conditions.

OKYO Pharma intends to use the net proceeds of the offering to advance OK-101 to fund the initial Phase 2 clinical trial of OK-101 in DED patients, and the remaining proceeds for working capital and other general corporate purposes.

The Company has also closed on a concurrent offering in the United Kingdom of 13,836,156 ordinary shares to certain members of management and its directors for gross proceeds of $0.3 million. Both offerings utilized the full amount of the Company’s UK ordinary shares available for sale at this time.

The registration statement on Form F-1 (File No. 333-268675) relating to the ADSs being sold in this offering has been filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 5, 2022 and became effective on March 8, 2023. A final prospectus related to the proposed offering will be filed and made available on the SEC’s website at https://www.sec.gov/. The offering is being made only by means of a prospectus.

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 any such state or jurisdiction.

AboutOKYO Pharma Limited

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OKYO Pharma Limited (LSE: OKYO; NASDAQ: OKYO) is a life sciences company admitted to listing on NASDAQ and on the standard segment of the Official List of the UK Financial Conduct Authority and to trading on the main market for listed securities of London Stock Exchange plc. OKYO is focusing on the discovery and development of novel molecules to treat inflammatory dry eye diseases and chronic pain. For further information, please visit www.okyopharma.com/.

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ForwardLooking Statements

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Certainstatements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but ratherare based on the Company’s current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Wordssuch as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”“estimates” and similar expressions are intended to identify forward-looking statements. These statements are not guaranteesof future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company’scontrol, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-lookingstatements, including market conditions, whether the proposed Offering is completed and the satisfaction of customary closing conditionsrelated to the proposed Offering. The Company cautions security holders and prospective security holders not to place undue relianceon these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-lookingstatements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertakeany obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, orunanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.

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InvestorRelations Contact

Paul Spencer

+44 (0)20 7495 2379

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