United States securities and exchange commission logo
September 8, 2021
Gary Jacob
Chief Executive Officer
OKYO Pharma Ltd
Martello Court
Admiral Park
St. Peter Court
Guernsey GYI 3HB
Re: OKYO Pharma Ltd
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted August
23, 2021
CIK No. 0001849296
Dear Mr. Jacob:
We have reviewed your amended 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.
Amendment No. 2 to Draft Registration Statement on Form F-1 submitted on
August 23, 2021
Cover Page
1. We note your disclosure
on the cover page of the prospectus that the offering is a resale by
the selling
shareholders of American Depository Shares and that you intend to list the
ADSs on Nasdaq. We also
note your disclosure that the selling shareholders may sell the
ordinary shares
represented by the ADSs in market transactions through any market in
which the ADSs are then
traded. Please advise us, and disclose in the prospectus as
applicable, the process
in which a holder of ADSs would obtain the ordinary shares and
sell the ordinary
shares in the market in which the ADSs are traded. Please also reconcile
Gary Jacob
FirstName LastNameGary Jacob
OKYO Pharma Ltd
Comapany 8,
September NameOKYO
2021 Pharma Ltd
September
Page 2 8, 2021 Page 2
FirstName LastName
this statement with your disclosure on page 106 as to how ADR holders
can cancel an
ADS and obtain deposited securities.
2. Your disclosure provides that, "The price of [y]our ADSs will be
determined in part by
reference to the trading price of [y]our ordinary shares on the Main
Market of the London
Stock Exchange" and "for discussion of the factors considered in
determining the initial
public offering price of our ADSs, see 'Underwriting.'" Please revise
to stately clearly how
the initial trading price of the ADSs on Nasdaq will be determined,
e.g., if relying upon
the trading price of the shares on the London Stock Exchange, and
discuss separately
throughout the prospectus how the price may be determined after the
initial trading price.
In addition, please revise the reference to the Underwriting section
since it appears that an
underwriter will not be involved in the offering and this section is
no longer included in
the prospectus.
Compensation, page 77
3. Please present footnotes (1) and (2) in the table to clarify which
column or item in the
table each footnote relates.
Selling Shareholders, page 81
4. Please revise the disclosure and the table to disclose clearly that
the selling shareholders
are offering ADSs for resale and that the ordinary shares are
deposited securities
represented by the ADSs.
Description of the American Depository Shares, page 104
5. The disclosure provides that [ ], as depositary will issue the ADSs
which you will be
entitled to receive in this offering. Please revise to clarify
whether the depositary has
issued the ADSs since this is a resale offering and clearly disclose
those transactions.
Notes to Financial Statements
Note 4. Changes in Accounting Policies and Prior Year Adjustments
Accounting for warrants issued as part of a cash fundraise- Prior year
adjustment, page F-15
6. You disclose that the impact of the change in accounting treatment
related to the warrants
issued as part of a cash fundraise resulted in a reduction in share
capital and a
corresponding increase in warrant reserve for the period ended March
31, 2020. It appears
that the impact actually resulted in an increase in share capital and
reduction in warrant
reserve. As such, please revise your disclosure to correctly describe
the impact to the
financial statement line items.
General
7. We note your revised disclosure that the prospectus relates to a
resale by the selling
shareholders of American Depository Shares. Please advise us when the
selling
Gary Jacob
OKYO Pharma Ltd
September 8, 2021
Page 3
shareholders have acquired the ADSs, or will acquire the ADSs, being
registered for
resale and the exemption from registration relied upon for such offers
and sales.
8. If the securities are to be offered on a delayed or continuous basis
pursuant to Rule 415 of
Regulation C, please check the applicable box on the cover page of the
registration
statement.
9. We note your disclosures in regards to underwriters as follows:
In the case of the ADSs to be issued under this prospectus, we
will arrange with the
underwriters named herein to deposit such ordinary shares, page
106
if the underwriters exercise in full their over-allotment option
to purchase an
additional [ ] ADSs, [ ] ordinary shares (including [ ] , page
115
the underwriters are not required to comply with the disclosure
requirements of NI
33-105 regarding underwriter conflicts of interest in connection with
this offering,
page 123
Please revise your disclosure to disclose clearly the involvement of
underwriters as
applicable.
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
September 8, 2021 Page 3
cc: Jeffrey Fessler
FirstName LastName