United States securities and exchange commission logo
April 16, 2021
Gary Jacob
Chief Executive Officer
OKYO Pharma Ltd
Martello Court
Admiral Park
St. Peter Court
Guernsey GYI 3HB
Re: OKYO Pharma Ltd
Draft Registration
Statement on Form F-1
Submitted March 22,
2021
CIK No. 0001849296
Dear Mr. Jacob:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement submitted on March 16, 2021
Cover Page
1. Please indicate that
the price of the American depository shares in the offering will be
determined by reference
to the trading price of the ordinary shares on the London Stock
Exchange.
Prospectus Summary, page 2
2. Please revise the
summary to indicate clearly the early-stage developments of your
Gary Jacob
FirstName LastNameGary Jacob
OKYO Pharma Ltd
Comapany
April NameOKYO Pharma Ltd
16, 2021
April 216, 2021 Page 2
Page
FirstName LastName
programs and describe any preclinical studies that include an
objective description of the
endpoints of your studies and trials and whether they were met. To the
extent such studies
have not been conducted, please indicate.
3. Please clearly disclose in the summary that you have not submitted an
application with the
U.S. Food and Drug Administration for any of your products. Also
discuss the steps that
the company needs to undertake prior to submitting such applications.
Implications of Being an Emerging Growth Company, page 7
4. You state here and on page 60 that you intend to use the extended
transition period for
complying with new or revised accounting standards under Section
102(b)(2) of the JOBS
Act. This election is only available to foreign private issuers that
prepare their financial
statements in accordance with U.S. GAAP or reconcile their home
country GAAP
financial statements to U.S. GAAP. Refer to the cover page of Form F-1
and Question 34
of our "Jumpstart Our Business Startups Act Frequently Asked Questions
- Generally
Applicable Questions on Title I of the JOBS Act" dated December 21,
2015. Please
revise.
The Offering, page 8
5. We note your disclosure in regards to the shares excluded from the
amount outstanding
after the offering. For each of the options, warrants and convertible
notes listed in this
section, please disclose when shares can be issued pursuant to such
securities.
Risk Factors, page 10
6. Please revise the risk factor narratives to state succinctly the risks
and only those risks
disclosed in the subheadings. For example, we note that the risk
factor on privacy laws on
page 25 is three pages long. Please provide a more detailed discussion
of the topic
elsewhere in the prospectus, as appropriate, such as the business
section.
"Holders of our ADSs may experience substantial dilution ...", page 32
7. Please disclose when the options and warrants are exercisable and the
notes are
convertible.
Capitalization, page 45
8. Please include the 18,329,094 ordinary shares you are obligated to
issue to Planwise
Group Ltd. as a commission upon the conversion of your convertible
loan notes prior to
the effective date of this registration statement as noted on page 84
and F-30 as a pro
forma adjustment.
Dilution, page 46
Gary Jacob
FirstName LastNameGary Jacob
OKYO Pharma Ltd
Comapany
April NameOKYO Pharma Ltd
16, 2021
April 316, 2021 Page 3
Page
FirstName LastName
9. We note your disclosure that the table is based on shares outstanding
as of September 30,
2020 and excludes shares issued upon the exercise of options and
warrants or conversion
of convertible notes. Please revise to include such shares or advise
us why such shares are
not required to be included. See Item 4 of Form F-1 and Item 9.E. of
Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 50
10. Please file the collaborative agreement signed on August 6, 2019 with
Tufts Medical
Center Inc. on a research program focused on ocular neuropathic pain
or tell us why you
believe such filing is not required. In addition, provided disclosure
regarding significant
terms and conditions, such as potential payments to be provided,
termination provisions,
etc. under this agreement.
Please also revise, as necessary, to ensure that the significant terms
and conditions under
each of your license agreements are provided. In this regard, we noted
that the
development and sales milestone payments were not quantified and the
royalty term or
termination provisions were not provided related to the license
agreement with Tufts
Medical Center, Inc. entered into on May 1, 2018.
Borrowings, page 56
11. Please disclose the principal terms of the notes. For example, for
each note, discuss
whether the note is convertible and when this may occur, including if
such note will be
converted into ordinary shares prior to the offering.
Valuation of Share-Based Compensation and Tranche Obligations
Share-Based Compensation, page 58
12. You noted that the estimates of fair value of your ordinary shares are
highly complex and
subjective and that there are significant judgments and estimates
inherent in the
determination of the fair value of your ordinary shares. You further
note that the
calculation of the fair value of equity-settled share based awards and
the resulting charge
requires assumptions to be made regarding future events and market
conditions which are
then applied to a recognized valuation model in order to calculate the
fair value of the
awards. As your ordinary shares have been traded on a stock exchange
since July 2018,
please tell us why you do not use the market price to determine the
fair value of your
ordinary shares and the fair value of share based awards on the date
of grant. In addition,
please tell us why you continue to use the historical volatility of a
group of peer
companies and not your own historical volatility.
13. You state that you use the fair value of your ordinary shares to
determine the fair value of
restricted share awards. Please identify which shares you have issued
are considred
restricted, and quantify the number and fair value of these restricted
shares for each of the
periods presented. Provide separate disclosure regarding these
restricted shares from the
Gary Jacob
FirstName LastNameGary Jacob
OKYO Pharma Ltd
Comapany
April NameOKYO Pharma Ltd
16, 2021
April 416, 2021 Page 4
Page
FirstName LastName
rest of your issued shares.
Business
Overview, page 61
14. In discussing the licenses obtained from On Target Therapeutics LLC,
please discuss in
greater detail how the company will use the intellectual property.
15. We note that the company has obtained a sub-license from On Target
Therapeutics LLC
to certain patents licensed from Tufts Medical Center Inc. Please
discuss the principal
terms of the license agreement between Tufts Medical Center Inc. and
On Target
Therapeutics LLC to the extent such terms impact your sub-license
agreement. Please
also file this license agreement as an exhibit or advise. See Item
601(b)(10) of Regulation
S-K.
Additional Applicable Disease Indications for OK-101, page 64
16. The disclosure provides that on January 19, 2021, you announced that
you submitted a
patent application to the United States Patent and Trademark Office
covering the use of
chemerin and chemerin analogues to treat the cytokine release syndrome
associated with
COVID-19 infections. Please discuss any pre-clinical trials that have
been conducted, if
any.
OK 201, page 65
17. Please revise the pipeline table to reflect where you currently are in
the process. Please
shorten the arrow for each product candidate, as appropriate, to
illustrate how far along
you are in the process.
Intellectual Property, page 66
18. Please revise your intellectual property disclosure to describe
clearly on an individual
basis the type of patent protection granted for each product, the
expiration of each patent
held, and the jurisdiction of each patent.
License Agreement for OK-101, page 66
19. Please disclose the principal terms of the Chemerin License Agreement
including all fees
and a description of when the milestones will be met to make payments
for the
development and sales milestones.
Panetta Partners Limited, page 84
20. Please disclose the amount and nature of the loan currently
outstanding, the largest
amount outstanding on the loan during the period covered, and the
interest rate. See Item 4
of Form F-1 and Item 7.B.2. of Form 20-F.
Related Party Transactions, page 84
Gary Jacob
OKYO Pharma Ltd
April 16, 2021
Page 5
21. For each of the transactions, please disclose the name of the related
person, the basis on
which the person is a related person, the related person s interest in
the transaction, and
the approximate dollar value of the amount involved in the transaction.
See Item 4 of
Form F-1 and Item 7.B. of Form 20-F.
Principal Shareholders, page 85
22. Please clarify whether the ordinary shares held by Planwise are the
12,004,647 shares
underlying the convertible loan note.
Description of Share Capital and Memorandum and Articles of Incorporation, page
86
23. Please disclose when the options and warrants can be exercised.
Part II
Item 7. Recent Sale of Unregistered Securities, page II-1
24. For each of the transactions, please include the name of the purchaser
to whom securities
were sold and the nature of the transaction for securities sold
otherwise than for cash. See
Item 701 of Regulation S-K.
General
25. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
26. On the cover of the registrations statement, in the calculation of the
registration fee table,
there is a reference to footnote (5) for the ordinary shares; however, a
narrative is not
provided for such footnote. Please revise.
You may contact Sasha Parikh at 202-551-3627 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Tom Kluck at 202-551-3233 or Celeste Murphy at 202-551-3257 with any
other
questions.
Sincerely,
FirstName LastNameGary Jacob
Division of
Corporation Finance
Comapany NameOKYO Pharma Ltd
Office of Life
Sciences
April 16, 2021 Page 5
cc: Jeffrey Fessler
FirstName LastName