6-K - OKYO - Equibles

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

April2023

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 April 5, 2023, OKYO Pharma LTD (the “Company”) issued this 6K announcing, further to its announcement on 4 April 2023, it has today posted a circular (the “Circular”) to shareholders which contains further details regarding the proposed cancellation of its ordinary shares of no par value each (“Ordinary Shares”) from listing on the standard segment of the Official List of the Financial Conduct Authority and trading on the main market for listed securities of London Stock Exchange plc and associated timetable, together with proposals to be put to shareholders at a general meeting of the Company to be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP at 107 Cheapside, London EC2V 6DN, United Kingdom at 12.00 midday on 3 May 2023 (the “General Meeting”), including, inter alia, to consolidate every 65 existing Ordinary Shares into one new ordinary share of no par value (thereby matching its current American Depositary Share ratio). The Circular will shortly be posted to the Company’s website at: https://okyopharma.com/investors/corporate-governance/corporate-documents/ 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> April 5 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 April 5, 2023

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Exhibit99.1

NOTFOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM ANY JURISDICTION IN WHICH THESAME WOULD BE A VIOLATION OF THE LAWS OF SUCH JURISDICTION. NEITHER THIS ANNOUNCEMENT, NOR ANYTHING CONTAINED HEREIN, SHALL FORM THEBASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION.

NOTICEOF GENERAL MEETING AND PUBLICATION OF CIRCULAR

Londonand New York, NY, 5 April 2023 – OKYO Pharma Limited (Nasdaq: OKYO; LSE: OKYO) (“OKYO” or the “Company”), an ophthalmology-focused bio-pharmaceutical company which is developing OK-101 to treat dry eye disease to address the significant unmet need in this multi-billion-dollar market, announces that, further to its announcement on 4 April 2023, it has today posted a circular (the “Circular”) to shareholders which contains further details regarding the proposed cancellation of its ordinary shares of no par value each (“Ordinary Shares”) from listing on the standard segment of the Official List of the Financial Conduct Authority and trading on the main market for listed securities of London Stock Exchange plc and associated timetable, together with proposals to be put to shareholders at a general meeting of the Company to be held at the offices of Orrick, Herrington & Sutcliffe (UK) LLP at 107 Cheapside, London EC2V 6DN, United Kingdom at 12.00 midday on 3 May 2023 (the “General Meeting”), including, inter alia, to consolidate every 65 existing Ordinary Shares into one new ordinary share of no par value (thereby matching its current American Depositary Share ratio). The Circular will shortly be posted to the Company’s website at: https://okyopharma.com/investors/corporate-governance/corporate-documents/

Enquiries:

OKYO Pharma Limited	Gary<br> S. Jacob, Chief Executive Officer	+44<br> (0)20 7495 2379
Investor Relations	Paul<br> Spencer	+44<br> (0)20 7495 2379
Broker	Robert<br> Emmet, Optiva Securities Limited	+44<br> (0)20 3981 4173

Notesfor Editors:

AboutOKYO

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.

AboutOK-101

OK-101 is a lipid conjugated chemerin peptide antagonist of the ChemR23 G-protein coupled receptor which is typically found on immune cells of the eye responsible for the inflammatory response. OK-101 was developed using a membrane-anchored-peptide (MAP) technology to produce a novel long-acting drug candidate for treating dry eye disease. OK-101 has been shown to produce anti-inflammatory and pain-reducing activities in mouse models of dry eye disease and corneal neuropathic pain; and is designed to combat washout through the inclusion of the lipid ‘anchor’ contained in the candidate drug molecule to enhance the residence time of OK-101 within the ocular environment.