OKYO Pharma Limited Announces Pricing of Initial Public Offering of
ADSs in the U.S. with director participation
OKYO Pharma Limited (Nasdaq: OKYO; LSE: OKYO)
("
OKYO" or the "
Company"), a life
sciences company focused on the discovery and development of novel
molecules to treat inflammatory dry eye diseases
(“
DED”) and ocular pain, is pleased to announce
the pricing of the underwritten initial public offering (the
"
Offering”) of its American Depositary Shares
("
ADSs") on the Nasdaq Capital Market. OKYO will
issue 625,000 ADSs (representing 40,625,000 new ordinary shares of
no par value (the "
Ordinary Shares")) at a price
of $4.00 per ADS raising gross proceeds of approximately $2,500,000
(before deducting underwriting discount, commissions and offering
expenses). Each ADS offered represents 65 Ordinary Shares. In
addition, OKYO has granted the underwriters a 45-day option to
purchase up to an additional 93,750 ADSs on the same terms and
conditions. All ADSs to be sold in the Offering will be offered by
the Company.
ThinkEquity LLC is acting as the sole
bookrunning manager for the Offering.
The closing of the Offering is expected to occur
on May 19, 2022, subject to customary closing conditions.
OKYO intends to use the net proceeds from this
Offering: (i) to advance OK-101 to the filing of an IND to treat
DED; (ii) to fund the initial Phase 2 clinical trial of OK-101
in DED patients; and (iii) for working capital and other general
corporate purposes.
The 40,625,000 new Ordinary Shares
underlying the ADSs, together with an additional 10,000 new
Ordinary Shares issued to a US investor (for a residual interest
calculation error on the Company’s former convertible loan
notes) are expected to be admitted to listing on the standard
segment of the Official List of the Financial Conduct Authority
("FCA") and to trading on the main market for
listed securities of London Stock Exchange plc at 8.00 a.m. (BST)
on May 19, 2022.
Gabriele Cerrone and Gary Jacob, both directors
of the Company, are participating in the Offering for 37,500 and
12,500 ADSs, respectively, for an aggregate subscription of
$200,000. Mr. Cerrone's investment was made by Panetta Partners
Limited, a company in which he has a beneficial interest.
A registration statement, including a
prospectus, relating to these securities has been filed by OKYO and
was declared effective by the U.S. Securities and Exchange
Commission (the "SEC") on May 16, 2022. Copies of
the final prospectus, when available, may be obtained from
ThinkEquity LLC, 17 State Street, 22nd Floor, New York, New
York 10004, by telephone at (877) 436-3673, by email
at prospectus@think-equity.com. Electronic copies of the final
prospectus will also be available on the SEC’s website
at http://www.sec.gov.
This announcement shall not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of any securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Total voting rights
Following closing of the Offering, the total
number of Ordinary Shares in issue will be 1,415,040,468 and this
number may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA’s Disclosure Guidance and Transparency
Rules.
For the purposes of UK MAR, the person who
arranged the release of this information is Gary S. Jacob, Chief
Executive Officer.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION FOR THE PURPOSE OF ARTICLE 7 OF REGULATION 2014/596/EU
WHICH IS PART OF UNITED KINGDOM ("UK") DOMESTIC LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI
2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For further information, please
contact:
OKYO Pharma Limited |
|
Gary S. Jacob, Chief Executive
Officer Gabriele Cerrone, Non-Executive Chairman |
+44 (0)20 7495 2379 |
Think Equity LLC
Ramnarain JaigobindPriyanka Mahajan |
(877) 436-3673 |
RedChip Companies
Inc.(Investor Relations)Dave Gentry |
+1 407-491-4498 |
Important notices
For readers in the European Economic
Area ("EEA")
In any EEA member state, this announcement is
only addressed to and directed at "qualified investors" in that EEA
member state within the meaning of Article 2(e) of Regulation (EU)
2017/1129 (as amended) (the "EU Prospectus
Regulation"). There will be no offer of ADSs to the public
in any EEA member state.
For readers in the UK
In the UK, this announcement is only addressed
to and directed at "qualified investors" in the UK within the
meaning of Article 2(e) of the EU Prospectus Regulation as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (as amended). There will be no offer of ADSs
to the public in any EEA member state.
In addition, in the UK, this announcement, in so
far as it constitutes an invitation or inducement to enter into
investment activity (within the meaning of section 21 of the
Financial Services and Markets Act 2000 (as amended)
("FSMA")) in connection with the securities which
are the subject of the Offering or otherwise, is being directed
only at persons who (i) who have professional experience in matters
relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended) (the "Order"), and/or (ii) who
are high net worth companies (or persons to whom it may otherwise
be lawfully communicated) falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as
"relevant persons") or otherwise in circumstances
which have not resulted and will not result in an offer to the
public of securities in the UK.
The ADSs offered in the Offering will only be
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such ADSs will be engaged in only
with relevant persons. Any person in the UK who is not a relevant
person should not act or rely on this announcement or any of its
contents. This announcement does not contain an offer or constitute
any part of an offer to the public within the meaning of sections
85 and 102B of FSMA or otherwise.
Forward-looking statements
Certain statements made in this announcement are
forward-looking statements including with respect to the creation
of a trading market for ADSs representing the Ordinary Shares in
the United States. These forward-looking statements are not
historical facts but rather are based on the Company's current
expectations, estimates, and projections about its industry; its
beliefs; and assumptions. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates" and similar
expressions are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are
subject to known and unknown risks, uncertainties, and other
factors, some of which are beyond the Company's control, are
difficult to predict, and could cause actual results to differ
materially from those expressed or forecasted in the
forward-looking statements, including market conditions, whether
the proposed Offering is completed and the satisfaction of
customary closing conditions related to the proposed Offering. The
Company cautions security holders and prospective security holders
not to place undue reliance on these forward-looking statements,
which reflect the view of the Company only as of the date of this
announcement. The forward-looking statements made in this
announcement relate only to events as of the date on which the
statements are made. The Company will not undertake any obligation
to release publicly any revisions or updates to these
forward-looking statements to reflect events, circumstances, or
unanticipated events occurring after the date of this announcement
except as required by law or by any appropriate regulatory
authority.
This information set out below is provided in
accordance with Article 19(3) of EU Regulation 596/2014.
1. |
Details of PDMR / person closely associated |
a) |
Name |
(i) Gabriele Cerrone(ii) Gary
Jacob |
2. |
Reason for the notification |
a) |
Position / status |
(i) Chairman(ii) Chief Executive
Officer |
b) |
Initial notification /amendment |
Initial notification |
3. |
Details of the issuer |
a) |
Name |
OKYO Pharma Limited |
b) |
LEI |
213800VVN5CB56Y15A05 |
4. |
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted |
a) |
Description of the financial instrument |
ADS representing 65 Ordinary Shares of no par value |
b) |
Identification code of the Financial Instrument |
ISIN for OKYO Pharma Limited underlying shares: GG00BD3FV870 |
c) |
Nature of the transaction |
Participation in US Offering |
d) |
Price(s) and volume(s) |
Price |
Volume |
|
|
(i) US$4.00 |
(i) 37,500 |
|
|
(ii) US$4.00 |
(ii) 12,500 |
f) |
Date of the transaction |
16 May 2022 |
g) |
Place of the transaction |
NASDAQ |
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