SecProbe.io

CORRESP
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 OKYO
Pharma LTD.

 Martello Court

 Admiral Park

 St. Peter Port

 Guernsey GY1 3HB

 VIA EDGAR

 February 6, 2026

 Securities and Exchange Commission

 Division of Investment Management

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 OKYO Pharma Ltd.

 Registration Statement on Form F-3

 Filed February 2, 2026

 SEC File No. 333-293145

 To Whom It May Concern:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, OKYO Pharma Ltd. (the "Registrant") hereby requests that the effective date of the above-referenced Registration
Statement (the "Registration Statement") be accelerated so that the Registration Statement may become effective no earlier
than 9:00 a.m., Eastern Time, on February 10, 2026, or as soon as practicable thereafter.

 The Registrant requests that notification of such
effectiveness be made by telephone call to Anna Tomczyk of Dechert LLP, legal counsel to the Registrant, at 212-641-5626.

 Very truly yours,

 OKYO PHARMA LTD.

 By:
 /s/ Keeren Shah

 Name:
 Keeren Shah

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 6, 2026

Robert J. Dempsey
Chief Executive Officer and Director
OKYO Pharma Limited
Martello Court
Admiral Park
St. Peter Port
Guernsey GY1 3HB

 Re: OKYO Pharma Limited
 Registration Statement on Form F-3
 Filed February 2, 2026
 File No. 333-293145
Dear Robert J. Dempsey:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Anna Tomczyk, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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OKYO
Pharma Limited

Martello
Court

Admiral
Park

St.
Peter Port

Guernsey
GY1 3HB

    June
    12, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    OKYO
    Pharma Limited

    Registration
    Statement on Form F-3

    June
    8, 2023

    File
    No. 333-272516

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, OKYO Pharma Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Daylight Time, on Wednesday, June 14, 2023, or as soon thereafter as possible.

Please
notify Jeff Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    OKYO
    Pharma Limited

    By:
    /s/
    Gary Jacob

    Name:
    Gary
Jacob

    Title:
    Chief Executive
    Officer

    -1-

CORRESP
1
filename1.htm

OKYO
Pharma Limited

Martello
Court

Admiral
Park

St.
Peter Port

Guernsey
GY1 3HB

    June
    12, 2023

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

    Re:
    OKYO
    Pharma Limited

    Registration
    Statement on Form F-1/A

    June
    9, 2023

    File
    No. 333-272005

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, OKYO Pharma Limited (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Daylight Time, on Wednesday, June 14, 2023, or as soon thereafter as possible.

Please
notify Jeff Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible as
to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    OKYO
    Pharma Limited

    By:
    /s/
    Gary Jacob

    Name:
    Gary
Jacob

    Title:
    Chief Executive
    Officer

    -1-

United States securities and exchange commission logo
June 12, 2023
Gary Jacob, Ph.D.
Chief Executive Officer and Director
OKYO Pharma Ltd
420 Lexington Avenue, Suite 1405
New York, NY 10170
Re:OKYO Pharma Ltd
Registration Statement on Form F-3
Filed June 8, 2023
File No. 333-272516
Dear Gary Jacob:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.

CORRESP
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    Sheppard,
    Mullin, Richter & Hampton LLP

    30
    Rockefeller Plaza

    New
    York, New York 10112-0015

    212.653.8700
    main

    212.653.8701
    fax

    www.sheppardmullin.com

VIA
EDGAR

June
2, 2023

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Daniel
    Crawford

    Tim
    Buchmiller

    Re:
    OKYO
    Pharma Limited

    Registration
    Statement on Form F-1

    Filed
    May 17, 2023

    File
    No. 333-272005

Ladies
and Gentlemen:

This
letter sets forth the responses of OKYO Pharma Limited, a Guernsey corporation (the “Company”), to the comments received
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
concerning its Registration Statement on Form F-1 (File No. 333-272005) filed with the Commission on May 17, 2023 (the “Registration
Statement”).

References
in the text of the responses herein to captions and page numbers refer to Amendment No. 1 to the Company’s Registration Statement
on Form F-1 (the “Amended Registration Statement”), which is being filed herewith.

Registration
Statement on Form F-1 filed on May 17, 2023

Cover
Page

1.
We note your cover page states your ADSs are listed on The Nasdaq Capital market under the symbol “OKYO” but it appears
the company’s ordinary shares are now listed under the symbol “OKYO.” We also note it appears to state in your description
of the Registered Shares on page 7, that the ordinary shares are listed under the Nasdaq Capital Market symbol “OKYO.” Please
reconcile or otherwise advise.

RESPONSE:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure on the cover page of the prospectus to address
this comment.

2.
We note the news announcement in your 6-K filed May 22, 2023, that holders of ordinary shares will receive CDIs that may be exchanged
for new ordinary shares. To the extent that the ordinary shares being registered are the ordinary shares that may be exchanged for CDIs,
revise to clearly disclose this. Provide us your analysis of whether the exchange of the CDIs for new ordinary shares is an offering
of securities and whether an exemption applies. If applicable, please update your Item 7 of Part II of Form F-1 information as appropriate.

RESPONSE:

 The
CDI interests have been credited to the accounts of shareholders who formally held the London listed ordinary shares in CREST. The use
of a CDI allows the CREST holders to see a security in their account in place of their former entitlement of ordinary shares and, ultimately,
to exchange those CDI interests for a like number of the ordinary shares traded on The Nasdaq Capital Market. The ordinary shares underlying
the CDI interests are currently held by Euroclear International, as depositary. At the current time the CDIs are “restricted”
and the underlying holders cannot call for exchange into the underlying shares, thereby preventing any holder seeking the benefit of
the registration rights sought in the F-1 filing from availing themselves of the liquidity attaching to the shares traded on The Nasdaq
Capital Market until the registration statement is effective and only then will the prohibition on cross border delivery be lifted. The
shareholders now holding the CDIs previously held the underlying shares; there has accordingly been no offering of shares, the CDI merely
allows the temporary differentiation of shares with registration rights from those not currently having the benefit of registration rights.

Risk
Factors

Risks
Related to the Ownership of our Securities

3.
We note your news announcement contained in your 6-K filed May 22, 2023, states holders of ADSs received an equal number of ordinary
shares. We also note throughout your Prospectus you reference ADS holders. For example only, we note you discuss risks related to holders
of your ADSs starting on page 31. Please revise throughout to reflect the ADS holders are now ordinary shareholders and clearly disclose
how many ordinary shares ADSs holders received for each ADS

RESPONSE:

The
Company respectfully acknowledges the Staff’s comment and has revised the disclosure throughout the prospectus to address this
comment.

General

4.
We note your Form 8-A filed May 10, 2022 states your ordinary shares are “not for trading, but only in connection with the listing
of the American Depositary Shares on The NASDAQ Stock Market LLC.” Please amend your 8-A accordingly or otherwise advise

RESPONSE:

The
Company respectfully acknowledges the Staff’s comment and has amended its Form 8-A.

*****

If
any additional supplemental information is required by the Staff or if you have any questions regarding the foregoing, please contact
Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP at (212) 634-3067 with any questions or further comments regarding the
responses to the Staff’s comments.

    Very
    truly yours,

     /s/
     Jeffrey Fessler

    Sheppard,
    Mullin, Richter & Hampton LLP

    cc:

    Gary
    Jacob, Chief Executive Officer

    2

United States securities and exchange commission logo
May 30, 2023
Gary S. Jacob, Ph.D.
Chief Executive Officer
OKYO Pharma Limited
Martello Court
Admiral Park
St. Peter Port
Guernsey GY1 3HB
Re:OKYO Pharma Limited
Registration Statement on Form F-1
Filed May 17, 2023
File No. 333-272005
Dear Gary S. Jacob:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 May 17, 2023
Cover Page
1.We note your cover page states your ADSs are listed on The Nasdaq Capital market under
the symbol “OKYO” but it appears the company’s ordinary shares are now listed under
the symbol “OKYO.” We also note it appears to state in your description of the Registered
Shares on page 7, that the ordinary shares are listed under the Nasdaq Capital Market
symbol “OKYO.” Please reconcile or otherwise advise.
2.We note the news announcement in your 6-K filed May 22, 2023, that holders of ordinary
shares will receive CDIs that may be exchanged for new ordinary shares. To the extent

 FirstName LastNameGary S. Jacob, Ph.D.
 Comapany NameOKYO Pharma Limited
 May 30, 2023 Page 2
 FirstName LastName
Gary S. Jacob, Ph.D.
OKYO Pharma Limited
May 30, 2023
Page 2
that the ordinary shares being registered are the ordinary shares that may be exchanged for
CDIs, revise to clearly disclose this. Provide us your analysis of whether the exchange of
the CDIs for new ordinary shares is an offering of securities and whether an exemption
applies. If applicable, please update your Item 7 of Part II of Form F-1 information as
appropriate.
Risk Factors
Risks Related to the Ownership of Our Securities, page 31
3.We note your news announcement contained in your 6-K filed May 22, 2023, states
holders of ADSs received an equal number of ordinary shares. We also note throughout
your Prospectus you reference ADS holders. For example only, we note you discuss risks
related to holders of your ADSs starting on page 31. Please revise throughout to reflect the
ADS holders are now ordinary share holders and clearly disclose how many ordinary
shares ADSs holders received for each ADS.
General
4.We note your Form 8-A filed May 10, 2022 states your ordinary shares are "not for
trading, but only in connection with the listing of the American Depositary Shares on The
NASDAQ Stock Market LLC." Please amend your 8-A accordingly or otherwise advise.
            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.
            Please contact Daniel Crawford at 202-551-7767 or Tim Buchmiller at 202-551-
3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.

CORRESP
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Aegis Capital Corp.

February
23, 2023

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
DC 20549

  Re:
  OKYO Pharma Ltd.

  Registration
Statement on Form F-1/A

  File
No. 333-268675

  Concurrence
in Acceleration Request

Ladies
and Gentlemen:

Aegis
Capital Corp. (“Aegis”), as placement agent for the referenced offering, hereby concurs in the request by OKYO
Pharma Ltd. that the effective date of the above-referenced registration statement be accelerated to 5:00 pm (Eastern Time), or as soon
as practicable thereafter, on February 27, 2023, pursuant to Rule 461 under the Securities Act. Aegis affirms that it is aware
of its obligations under the Securities Act in connection with this offering.

    Aegis
    Capital Corp.

    By:
    /s/
    Griffin Cassagne

    Name:
    Griffin
    Cassagne

    Title:
    Executive
    Vice President

CORRESP
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OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

February
23, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), OKYO Pharma Ltd.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Monday, February 27, 2023, or as soon thereafter
as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:
    /s/
    Gary S. Jacob

    Name:
    Gary
    S. Jacob

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

January
17, 2023

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington, D.C. 20549

    Attn:

    Tyler
    Howes

    Re:
    OKYO
    Pharma LTD (the “Company”)

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

    Acceleration
    Request

    Requested
    Date: January 19, 2023

    Requested
    Time: 5:00 p.m., Eastern Standard Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), ThinkEquity LLC, as representative
of the several underwriters, hereby joins the Company in requesting that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form F-1/A (File No. 333-268675) (the “Registration Statement”)
to become effective on Thursday, January 19, 2023, at 5:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

Securities
and Exchange Commission, p. 2

January
17, 2023

    Very
    truly yours,

    ThinkEquity
    LLC

    By:

    /s/
    Priyanka Mahajan

    Name:

    Priyanka
Mahajan

    Title:

    Managing
Director, Investment Banking

    cc:
    Gary
    Jacob, OKYO Pharma Ltd

    Jeffrey
    Fessler, Sheppard, Mullin, Richter & Hampton LLP

    Anthony
    Marsico, Dorsey & Whitney LLP

CORRESP
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OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

    January 17, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

OKYO
Pharma Ltd. (the “Company”) hereby respectfully withdraws its request, dated January 17, 2023, that the effective date of
the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on
Thursday, January 19, 2023. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:

    /s/
    Gary S. Jacob

    Name:

    Gary
    S. Jacob

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

January
17, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), OKYO Pharma Ltd.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Thursday, January 19, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:
    /s/
    Gary S. Jacob

    Name:
    Gary
    S. Jacob

    Title:
    Chief
    Executive Officer

CORRESP
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OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

      January
12, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

      Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

OKYO
Pharma Ltd. (the “Company”) hereby respectfully withdraws its request, dated January 10, 2023, that the effective date of
the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on
Thursday, January 12, 2023. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:
    /s/
    Gary S. Jacob

    Name:
    Gary
    S. Jacob

    Title:
    Chief
    Executive Officer

    -1-

CORRESP
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OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

  January 10,
  2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

  Re:
  OKYO Pharma Ltd.

  Registration Statement on Form F-1/A

  File No. 333-268675

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), OKYO Pharma Ltd.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Thursday, January 12, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:
    /s/
    Gary S. Jacob

    Name:
    Gary
    S. Jacob

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

January
9, 2023

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

  Attn:
  Tyler Howes

    Re:
    OKYO
    Pharma LTD (the “Company”)

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

    Acceleration
    Request

    Requested
    Date: January 12, 2023

    Requested
    Time: 5:00 p.m., Eastern Standard Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), ThinkEquity LLC, as representative
of the several underwriters, hereby joins the Company in requesting that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form F-1/A (File No. 333-268675) (the “Registration Statement”)
to become effective on Thursday, January 12, 2023, at 5:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

Securities
and Exchange Commission, p. 2

January
9, 2023

    Very
    truly yours,

    ThinkEquity
    LLC

    By:

    /s/
    Priyanka Mahajan

    Name:
    Priyanka
Mahajan

    Title:

    Managing
    Director, Investment Banking

    cc:
    Gary
    Jacob, OKYO Pharma Ltd

    Jeffrey
    Fessler, Sheppard, Mullin, Richter & Hampton LLP

    Anthony
    Marsico, Dorsey & Whitney LLP

CORRESP
1
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OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

  January
  5, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

OKYO
Pharma Ltd. (the “Company”) hereby respectfully withdraws its request, dated January 3, 2023, that the effective date of
the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time, on
Thursday, January 5, 2023. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank you,

    OKYO PHARMA LTD.

    By:

    /s/
    Gary S. Jacob

    Name:
    Gary
    S. Jacob

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

January
3, 2023

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington, D.C. 20549

  Attn:
  Tyler Howes

  Re:
  OKYO Pharma LTD (the “Company”)

  Registration Statement on Form F-1/A

  File No. 333-268675

  Acceleration Request

  Requested Date: January 5, 2023

  Requested Time: 5:00 p.m., Eastern Standard Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), ThinkEquity LLC, as representative
of the several underwriters, hereby joins the Company in requesting that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form F-1/A (File No. 333-268675) (the “Registration Statement”)
to become effective on Thursday, January 5, 2023, at 5:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

Securities
and Exchange Commission, p. 2

January
3, 2023

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/ Priynaka Mahajan

    Name:
    Priyanka Mahajan

    Title:
    Managing Director, Investment Banking

  cc:
  Gary Jacob, OKYO Pharma Ltd

  Jeffrey Fessler, Sheppard, Mullin, Richter
  & Hampton LLP

  Anthony Marsico, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

January
3, 2023

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), OKYO Pharma Ltd.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Thursday, January 5, 2023, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:

    /s/
    Gary S. Jacob

    Name:

    Gary
    S. Jacob

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

December
21, 2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

OKYO
Pharma Ltd. (the “Company”) hereby respectfully withdraws its request, dated December 16, 2022, that the effective date
of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Standard Time,
on Tuesday, December 20, 2022. The Company intends to submit a revised acceleration request at a later date.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 if there are any question
with respect to this request.

    Thank you,

    OKYO PHARMA LTD.

    By:
    /s/ Gary S. Jacob

    Name:

    Gary
    S. Jacob

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

December
16, 2022

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington, D.C. 20549

    Attn:

    Tyler
    Howes

    Re:
    OKYO Pharma LTD (the “Company”)

    Registration Statement on Form F-1/A

    File
    No. 333-268675

    Acceleration Request

    Requested
    Date: December 20, 2022

    Requested
    Time: 5:00 p.m., Eastern Standard Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), ThinkEquity LLC, as representative
of the several underwriters, hereby joins the Company in requesting that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form F-1/A (File No. 333-268675) (the “Registration Statement”)
to become effective on Tuesday, December 20, 2022, at 5:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

Securities
and Exchange Commission, p. 2

December
16, 2022

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/
    Priyanka Mahajan

    Name:
    Priyanka
Mahajan

    Title:
    Managing
Director, Investment Banking

    cc:
    Gary
    Jacob, OKYO Pharma Ltd

    Jeffrey
    Fessler, Sheppard, Mullin, Richter & Hampton LLP

    Anthony
    Marsico, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

  December 16,
  2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Tyler Howes

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-268675

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), OKYO Pharma Ltd.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Standard Time, on Tuesday, December 20, 2022, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:

    /s/
    Gary S. Jacob

    Name:

    Gary
    S. Jacob

    Title:

    Chief
    Executive Officer

United States securities and exchange commission logo
November 22, 2022
Gary Jacob, Ph.D.
Chief Executive Officer
OKYO Pharma Ltd
Martello Court
Admiral Park, St. Peter Port
Guernsey GY1 3HB
Re:OKYO Pharma Ltd
Draft Registration Statement on Form F-1
Submitted November 17, 2022
CIK No. 0001849296
Dear Gary Jacob:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior
to the requested effective date and time. Please refer to Rules 460 and 461 regarding requests for
acceleration. 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.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler, Esq.

CORRESP
1
filename1.htm

OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

May
12, 2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

Celeste
Murphy

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-263326

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), OKYO Pharma Ltd.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Monday, May 16, 2022, or as soon thereafter as practicable.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:

    /s/
    Gary S. Jacob

    Name:

    Gary
    S. Jacob

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

May
12, 2022

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington, D.C. 20549

    Attn:
    Daniel
    Crawford

    Celeste
    Murphy

    Re:
    OKYO
    Pharma LTD (the “Company”)

    Registration
    Statement on Form F-1/A

    File
    No. 333-263326

    Acceleration
    Request

    Requested
    Date: May 16, 2022

    Requested
    Time: 5:00 p.m., Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), ThinkEquity LLC, as representative
of the several underwriters, hereby joins the Company in requesting that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form F-1/A (File No. 333-263326) (the “Registration Statement”)
to become effective on Monday, May 16, 2022, at 5:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

Securities and Exchange Commission, p. 2

May 12, 2022

    Very truly yours,

    ThinkEquity LLC

    By:
    /s/
    Priyanka Mahajan

    Name:
    Priyanka
    Mahajan

    Title:
    Managing
    Director, Investment Banking

    cc:
    Gary
    Jacob, OKYO Pharma Ltd

    Jeffrey
    Fessler, Sheppard, Mullin, Richter & Hampton LLP

    Anthony
    Marsico, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

May
12, 2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Daniel Crawford

Celeste
Murphy

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-263326

Ladies
and Gentlemen:

Reference is made to the acceleration request of OKYO Pharma Ltd. (the
“Company”) dated May 10, 2022 requesting, pursuant to Rule 461 under the Securities Act of 1933, as amended, and Rule 12d1-2(b)
under the Securities Exchange Act of 1934, as amended, the Securities and Exchange Commission (the “Commission”) to accelerate
the effective date of the registration statement referred to above and declare the Registration Statement, as then amended, effective
as of 5:00 p.m., Eastern Daylight Time, on Thursday, May 12, 2022, or as soon thereafter as possible.

The Company hereby notifies the Commission of its withdrawal of the Acceleration
Request for the above-referenced time until such time as the Company may subsequently request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:

    /s/
    Gary S. Jacob

    Name:

    Gary
    S. Jacob

    Title:

    Chief
    Executive Officer

CORRESP
1
filename1.htm

OKYO
Pharma Ltd.

Martello
Court

Admiral
Park

St.
Peter Court

Guernsey
GY1 3HB

May
10, 2022

VIA
EDGAR

United
States Securities

and
Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:

     Daniel
    Crawford

    Celeste
    Murphy

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1/A

    File
    No. 333-263326

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), OKYO Pharma Ltd.
(the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated
so that it will become effective at 5:00 p.m., Eastern Daylight Time, on Thursday, May 12, 2022, or as soon thereafter as possible.

Please
notify Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP, counsel to the Company, at (212) 634-3067 as soon as possible
as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

    Thank
    you,

    OKYO
    PHARMA LTD.

    By:
    /s/
    Gary S. Jacob

    Name:
    Gary
    S. Jacob

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

May
10, 2022

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington, D.C. 20549

    Attn:

    Daniel
    Crawford

    Celeste
    Murphy

    Re:
    OKYO
    Pharma LTD (the “Company”)

    Registration
    Statement on Form F-1/A

    File
    No. 333-263326

    Acceleration
    Request

    Requested
    Date: May 12, 2022

    Requested
    Time: 5:00 p.m., Eastern Daylight Time

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), ThinkEquity LLC, as representative
of the several underwriters, hereby joins the Company in requesting that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the Registration Statement on Form F-1/A (File No. 333-263326) (the “Registration Statement”)
to become effective on Thursday, May 12, 2022, at 5:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

Pursuant
to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus,
to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended, to the extent applicable.

[Signature
Page Follows]

    -1-

Securities
and Exchange Commission, p. 2

May
10, 2022

    Very
    truly yours,

    ThinkEquity
    LLC

    By:

    /s/
    Priyanka Mahajan

    Name:

    Priyanka
    Mahajan

    Title:

    Managing
    Director, Investment Banking

    cc:
    Gary
    Jacob, OKYO Pharma Ltd

    Jeffrey
    Fessler, Sheppard, Mullin, Richter & Hampton LLP

    Anthony
    Marsico, Dorsey & Whitney LLP

    -2-

CORRESP
1
filename1.htm

March
25, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

    Re:
    OKYO
    Pharma Ltd.

    Registration
    Statement on Form F-1

    Filed
    March 4, 2022

    File
    No. 333-263326

Ladies
and Gentlemen:

This
letter sets forth the responses of OKYO Pharma Ltd., a Guernsey company (the “Company”), to the comments received
from the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
concerning its Registration Statement on Form F-1 (File No. 333-263326) filed on March 4, 2022 (the “Registration Statement”).

References
in the text of the responses herein to captions and page numbers refer to the Company’s Registration Statement on Form F-1 (the
“Registration Statement”), which is being filed herewith.

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 tables on pages 2 and 55 to reflect his uncertainty as the tables currently indicate a phase 1 trial is not required
    for OK-101’s dry eye indication.

RESPONSE:
We have revised the disclosure in the Prospectus Summary and Business section to reflect this comment.

    -1-

    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.

RESPONSE:
We have revised our pipeline table to remove OK-201.

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.

RESPONSE:
We have revised the actual Total Capitalization balance to account for total interest bearing loans and borrowings as well as adding
double underlines for cash and cash equivalents.

If
you have any questions relating to any of the foregoing, please contact Jeffrey Fessler of Sheppard, Mullin, Richter & Hampton LLP
at (212) 634-3067.

    Very
    truly yours,

    /s/
Jeffrey Fessler

    Jeffrey
    Fessler

    Sheppard,
    Mullin, Richter & Hampton LLP

cc:
Gary Jacob, CEO

    -2-

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

 FirstName LastNameGary Jacob
 Comapany NameOKYO Pharma Ltd
 March 18, 2022 Page 2
 FirstName LastName
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,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler

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

 FirstName LastNameGary Jacob
 Comapany NameOKYO Pharma Ltd
 September 8, 2021 Page 2
 FirstName LastNameGary Jacob
OKYO Pharma Ltd
September 8, 2021
Page 2
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

 FirstName LastNameGary Jacob
 Comapany NameOKYO Pharma Ltd
 September 8, 2021 Page 3
 FirstName LastName
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,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler

United States securities and exchange commission logo
June 7, 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. 1 to Draft Registration Statement on Form F-1
Submitted May 21, 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. 1 to Draft Registration Statement on Form F-1 submitted on May 21, 2021
Capitalization, page 44
1.Please confirm if true that the 149,900,410 ordinary shares issued in satisfaction of the
conversion of outstanding convertible loan notes in May 2021 on a pro forma basis
includes the 18,329,094 shares committed to Planwise Group Ltd. as a commission upon
the conversion of your convertible loan notes. If not, please clarify where these shares
have been included as noted in your response.
2.Please reconcile your September 30, 2020 pro forma equity of $7,301,071 as presented on

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OKYO Pharma Ltd
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page 9 to your September 30, 2020 pro forma equity of $7,760,944 presented in your
capitalization table.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Borrowings, page 55
3.We note your response to comment 11 and we reissue in part our prior comment.  Please
disclose the price per share and the amount of shares issued upon the conversion of each
loan.

OKYO Pipeline, page 60
4.We note your response to comment 17 and reissue in part our prior comment.  We note
that your pipeline table does not include clinical phases 1, 2 and 3, which the company's
product candidates will be required to complete prior to commercialization.  Please revise
your table to include all phases of development both preclinical and clinical.
Business
License Agreement for OK-101, page 65
5.We note your response to comment 19 and revised disclosure.  Please clearly disclose who
will be paying the development and sales milestone payments under the agreements and
who will be receiving such payments.  Please file as an exhibit the assignment of the
sublicense agreement with Panetta or advise.
Related Party Transactions, page 83
6.We note your response to comment 21 and revised disclosure.  We reissue our prior
comment.  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.  For example only, please disclose
the names of the shared officers and directors with Tiziana, the approximate dollar value
of the shares issued to Planwise, and the approximate dollar value of the Deed of
Assignment with Panetta.
            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
 Comapany NameOKYO Pharma Ltd
 June 7, 2021 Page 3
 FirstName LastName
Gary Jacob
OKYO Pharma Ltd
June 7, 2021
Page 3
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler

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

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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

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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

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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

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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,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Fessler