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OKYO Pharma (OKYO) launches 10,815,000-share offering at $1.85 per share

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Form Type
6-K

Rhea-AI Filing Summary

OKYO Pharma Limited entered an underwriting agreement with Piper Sandler for an underwritten public offering of 10,815,000 ordinary shares at $1.85 per share. The underwriter has a 30-day option to buy up to 1,622,250 additional shares at the same public price, less fees. Gross proceeds are expected to be approximately $20 million before discounts, commissions and expenses, with all shares sold by the company. Closing is expected on February 17, 2026, subject to customary conditions. OKYO plans to use net proceeds for clinical development of its product candidates, general corporate purposes and working capital. The deal is made under an effective Form F-3 registration, and an updated investor presentation is furnished to investors.

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Insights

OKYO secures a roughly $20 million underwritten equity raise to fund clinical programs.

OKYO Pharma has arranged an underwritten public offering of 10,815,000 ordinary shares at $1.85 per share, with a 30-day option for 1,622,250 additional shares. The transaction is fully covered by an effective Form F-3 registration and uses a standard underwriting structure.

The company expects gross proceeds of approximately $20 million, before fees and without any exercise of the option. It plans to direct net proceeds to clinical development, general corporate purposes and working capital, tying this capital raise directly to its product pipeline and ongoing operations.

The offering is expected to close on February 17, 2026, subject to customary conditions, which is typical for underwritten equity deals. An investor presentation furnished alongside the transaction provides additional context for the company’s plans, while actual dilution and post-transaction ownership depend on the final size of the offering and investor demand.

Form 6-K: How Foreign Companies Report to the SEC →

 

 

 

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)

 

9th 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

 

Underwritten Offering

 

On February 12, 2026, OKYO Pharma Limited (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co. (the “Underwriter”), relating to an underwritten public offering (the “Offering”) of 10,815,000 ordinary shares, no par value, of the Company (“Ordinary Shares”), at a public offering price of $1.85 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriter a 30-day option to purchase up to an additional 1,622,250 Ordinary Shares at the public offering price, less underwriting discounts and commissions.

 

The gross proceeds to the Company from the Offering are expected to be approximately $20 million, before deducting the underwriting discounts and commissions and offering expenses payable by the Company and without any exercise of the Underwriter’s option to purchase additional Ordinary Shares. All of the Ordinary Shares in the Offering are being sold by the Company.

 

The closing of the Offering is expected to occur on February 17, 2026, subject to customary closing conditions. The Company intends to use the net proceeds from the Offering for clinical development of our product candidates, general corporate purposes and working capital.

 

The Offering was made pursuant to the Company’s effective registration statement on Form F-3 (Registration No. 333-293145) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on February 10, 2026, and a preliminary prospectus supplement thereunder, together with the accompanying prospectus included in the Registration Statement.

 

The Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this type and customary conditions to closing. Additionally, the Company has agreed to provide the Underwriter with customary indemnification rights under the Underwriting Agreement.

 

The foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.

 

An opinion of counsel regarding the validity of the Ordinary Shares is filed as Exhibit 5.1 to this Report on Form 6-K and the consent of such counsel relating to the incorporation of such opinion into the Registration Statement is filed as Exhibit 23.1 to this Report on Form 6-K.

 

The information included in this report under this heading “Underwritten Offering,” including Exhibits 1.1, 5.1 and 23.1, is hereby incorporated by reference into the Registration Statement and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or reports subsequently filed.

 

Company Presentation

 

A copy of an investor presentation of the Company (the “Investor Presentation”) is furnished as Exhibit 99.1 to this Report on Form 6-K.

 

The Investor Presentation is furnished herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

The information contained in the Investor Presentation is being provided as of the date of such presentation, and the Company does not undertake any obligation to update the Investor Presentation except as required by law.

 

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EXHIBITS

 

Exhibit
Number		  
Description
1.1   Underwriting Agreement, dated February 12, 2026, by and between OKYO Pharma LTD. and Piper Sandler & Co.
5.1   Opinion of Carey Olsen (Guernsey) LLP.
23.1   Consent of Carey Olsen (Guernsey) LLP (included in Exhibit 5.1).
99.3   Investor Presentation, dated February 2026.

 

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SIGNATURE

 

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 13, 2026 By: /s/ Keeren Shah
    Keeren Shah
    Chief Financial Officer

 

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Exhibit 99.3

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 
 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did OKYO Pharma (OKYO) announce in its February 2026 Form 6-K?

OKYO Pharma announced an underwritten public offering of 10,815,000 ordinary shares at $1.85 per share. The transaction is structured under an effective Form F-3 registration to raise capital primarily for clinical development, general corporate purposes and working capital.

How much money does OKYO Pharma expect to raise in this offering?

OKYO Pharma expects gross proceeds of approximately $20 million from the offering, before underwriting discounts, commissions and expenses. This estimate excludes any additional proceeds from the underwriter’s option to purchase up to 1,622,250 more ordinary shares.

What is the size and pricing of OKYO Pharma’s new share offering?

The company is offering 10,815,000 ordinary shares at a public offering price of $1.85 per share. In addition, the underwriter holds a 30-day option to buy up to 1,622,250 extra shares at the same public price, less fees.

How will OKYO Pharma use the proceeds from this equity offering?

OKYO Pharma intends to use the net proceeds primarily for clinical development of its product candidates. Remaining funds are earmarked for general corporate purposes and working capital, supporting ongoing operations and development activities across the business.

When is the closing of OKYO Pharma’s underwritten offering expected?

The closing of the offering is expected to occur on February 17, 2026, subject to customary closing conditions. These conditions typically include delivery of legal opinions, satisfaction of regulatory requirements and completion of standard underwriting and settlement procedures.

Who is underwriting OKYO Pharma’s latest share sale and under what registration?

Piper Sandler & Co. is acting as the sole underwriter for this public offering of OKYO Pharma’s ordinary shares. The transaction is being conducted under an effective Form F-3 registration statement that was declared effective by the U.S. Securities and Exchange Commission.

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