United States securities and exchange commission logo
March 18, 2022
Gary Jacob
Chief Executive Officer
OKYO Pharma Ltd
Martello Court
Admiral Park
St. Peter Court
Guernsey GYI 3HB
Re: OKYO Pharma Ltd
Registration
Statement on Form F-1
Filed March 4, 2022
File No. 333-263326
Dear Mr. Jacob:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 filed March 4, 2022
Prospectus Summary
Overview
OK-101, page 1
1. We note your disclosure
on page 2 that you anticipate skipping a phase 1 trial for OK-
101 s dry eye
indication. Please revise your disclosure here and in the Business section to
state whether you
discussed skipping a phase 1 trial in your pre-IND meeting with the
FDA and what the FDA
s response was including, without limitation, whether the FDA
stated you are not
required to conduct a phase 1 trial. To the extent that it remains
uncertain whether you
will be required to conduct the phase 1 trial, revise your pipeline
Gary Jacob
OKYO Pharma Ltd
March 18, 2022
Page 2
tables on pages 2 and 55 to reflect this uncertainty as the tables
currently indicate a phase
1 trial is not required for OK-101 s dry eye indication.
2. We note you revised your pipeline tables, removing the ocular pain
indication and
progress arrow from your OK-201 product candidate. We also note your
disclosure on
page 3 that you are now maintaining OK-201 at the exploratory level.
Please remove this
product candidate from your pipeline table because it does not appear to
currently be in
development. We do not object to your narrative discussion of OK-201 in
the Summary
and Business sections.
Capitalization, page 41
3. Please revise your actual Total Capitalization balance to account for
total interest bearing
loans and borrowings. In addition, double underline the cash and cash
equivalents amount
to highlight that this amount is not included in total capitalization.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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 Daniel Crawford at 202-551-7767 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
March 18, 2022 Page 2
cc: Jeffrey Fessler
FirstName LastName