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OKYO Pharma Ltd

Date Filed : Dec 05, 2022

F-11formf-1.htm

 

As filed with the Securities andExchange Commission on December 5, 2022.

 

RegistrationStatement No. [_____]

 

 

 

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

 

FormF-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

 

OKYOPharma Limited

(Exactname of Registrant as specified in its charter)

 

NotApplicable

(Translationof Registrant’s name into English)

 

OKYOPharma Limited

MartelloCourt

AdmiralPark

St.Peter Port

GuernseyGY1 3HB

 

+44(0)20 7495 2379

(Address,including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Guernsey   2836   Not Applicable

(State or other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

OKYOPharma US, Inc.

420Lexington Avenue, Suite 1405

NewYork, NY 10170

(917)225-9646

(Name,address, including zip code, and telephone number, including area code, of agent for service)

 

Copiesto:

 

Jeffrey Fessler

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112-0015

(212) 653 8700

 

Ed Lukins

Ed Dyson

Orrick, Herrington & Sutcliffe (UK) LLP

107 Cheapside

London EC2V 6DN

United Kingdom

+44 (0) 207 862 4620

 

Anthony J. Marsico

Dorsey & Whitney LLP

51 West 52nd Street

New York, New York 10019

(212) 415-9200

 

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☐

 

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, checkthe following box and list the Securities Act of 1933 registration statement number of the earlier effective registration statement forthe same offering. ☐

 

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and listthe Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐

 

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and listthe Securities Act of 1933 registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Large Accelerated filer ☐   Accelerated filer ☐   Non-accelerated filer ☒   Smaller reporting company ☒
             
            Emerging growth company ☒

 

Ifan emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registranthas elected not to use the extended transition period* for complying with any new or revised financial accounting standards providedpursuant to Section 7(a)(2)(B) of the Securities Act of 1933. ☐

 

TheRegistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

Theinformation contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securitiesand it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS   SUBJECT TO COMPLETION   DATED DECEMBER 5, 2022

 

4,484,305American Depositary Shares

Representing291,479,825 Ordinary Shares

  

 

OKYOPharma Limited

 

 

 

We are offering 4,484,305 American DepositaryShares, or ADSs, of OKYO Pharma Limited. Each ADS represents 65 ordinary shares. Our ADSs are currently trading on the Nasdaq CapitalMarket, or Nasdaq, under the ticker symbol “OKYO”. On December 2, 2022, the closing sale price of our ADSs was $2.23per share. The public offering price per ADS will be determined through negotiation between us and the underwriters in the offeringand the recent market price used throughout this prospectus may not be indicative of the actual offering price.

 

Our ordinary shares are admitted to listing on thestandard segment of Official List of the United Kingdom Financial Conduct Authority, or FCA, and to trading on the main market for listedsecurities, or Main Market,of London Stock Exchange plc, or LSE, under the symbol “OKYO.” On December 2, 2022, thelast reported sale price of our ordinary shares was £0.0275 per share (equivalent to $0.033 per ADS based on an exchangerate of £1.00 to $1.2102). For a discussion of the factors considered in determining the public offering price of our ADSs,see “Underwriting”.

 

Investingin our ADSs involves a high degree of risk. See “Risk Factors” beginning on page 10 of this prospectus for a discussionof information that you should consider before investing in our ADSs.

 

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Weare an “emerging growth company,” or EGC, as defined under applicable Securities and Exchange Commission, or SEC, rules and,as such, have elected to comply with certain reduced public company reporting requirements for this and future filings.

 

Weare also a “foreign private issuer,” as defined in the Securities Exchange Act of 1934, as amended, or the Exchange Act,and are exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxysolicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders are exempt from thereporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not requiredto file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registeredunder the Exchange Act.

 

    Per ADS     Total  
Public offering price   $       $    
Underwriting discounts and commissions (1)   $        $     
Proceeds, before expenses, to us   $       $    

 

(1)

We refer you to “Underwriting” beginning on page 126 ofthis prospectus for additional information regarding underwriting compensation.

 

Wehave granted the representative of the underwriters an over-allotment option to purchase up to an additional 672,645 ADSs fromus at the public offering price, less the underwriting discounts and commissions, within 45 days from the date of this prospectus tocover over-allotments, if any. If the representative of the underwriters exercises their over-allotment option in full, the total underwritingdiscounts and commissions payable will be $          , and the total proceeds to us, beforeexpenses, will be $         .

 

Theunderwriters expect to deliver our ADSs to purchasers in this offering on or about          , 2022.

 

ThinkEquity

 

Thedate of this prospectus is               , 2022

 

 

 

 

 

TABLEOF CONTENTS

 

  Page
About This Prospectus ii
Presentation of Financial Information ii
Prospectus Summary 1
Risk Factors 10
Cautionary Statement Regarding Forward-Looking Statements 40
Market and Industry Data 41
Trademarks, Service Marks and Tradenames 41
Exchange Rate Information 41
Price Range of Our Ordinary Shares 42
Use of Proceeds 43
Dividend Policy 43
Capitalization 43
Dilution 44
Selected Consolidated Financial Data 46
Management’s Discussion and Analysis of Financial Condition and Results of Operations 47
Business 58
Management 79
Certain Relationships and Related Party Transactions 88
Principal Shareholders 89
Description of Share Capital and Memorandum and Articles of Incorporation 90
Description of the American Depositary Shares 110
Ordinary Shares and ADSs Eligible For Future Sale 121
Certain U.S. and Guernsey Tax Considerations 122
Underwriting 126
Expenses of This Offering 133
Legal Matters 133
Experts 133
Service of Process and Enforcement of Liabilities 133
Where You Can Find Additional Information 134
Index to Consolidated Financial Statements F-1

 

Weare responsible for the information contained in this prospectus and any free-writing prospectus we prepare or authorize. We have notauthorized anyone to provide you with different information, and we take no responsibility for any other information others may giveyou. We are not making an offer to sell our ADSs in any jurisdiction where the offer or sale is not permitted. For the avoidance of doubt,we are not, making an offer to sell our ordinary shares in any jurisdiction. You should not assume that the information contained inthis prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of deliveryof this prospectus or the sale of any ADSs.

 

Forinvestors outside the United States, we have not done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United Stateswho come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering andthe distribution of this prospectus outside the United States.

 

Weare a non-cellular company limited by shares incorporated under the Companies (Guernsey) Law 2008, or the Guernsey Companies Law, anda majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we are currently eligible for treatmentas a “foreign private issuer,” or FPI. As an FPI, we will not be required to file periodic reports and financial statementswith the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Exchange Act.

 

i

 

 

AboutThis Prospectus

 

Unlessotherwise indicated or the context otherwise requires, all references in this registration statement to the terms “OKYO,”“OKYO Pharma Limited,” the “Company,” “we,” “us” and “our” refer toOKYO Pharma Limited and our wholly owned subsidiary OKYO Pharma US Inc..

 

Solelyfor convenience, the trademarks, service marks and trade names in this registration statement may be referred to without the ® and™ symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullestextent under applicable law, their rights thereto. This registration statement contains additional trademarks, service marks and tradenames of others, which are the property of their respective owners. We do not intend to use or display other companies’ trademarks,service marks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

Inthis registration statement, unless otherwise stated, all references to “U.S. dollars” or “US$” or “$”or “cents” are to the currency of the United States of America, and all references to “Pounds Sterling” or “£”or “pence” are to the currency of the United Kingdom.

 

Inthis registration statement, any reference to any provision of any legislation shall include any amendment, modification, re-enactmentor extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gendershall include the feminine or neutral gender.

 

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

 

OKYOdiscusses in this prospectus its business strategy, market opportunity, capital requirements, product introductions and development plansand the adequacy of the Company’s funding. Other statements contained in this prospectus, which are not historical facts, are alsoforward-looking statements. OKYO has tried, wherever possible, to identify forward-looking statements by terminology such as “may,”“will,” “could,” “should,” “expects,” “anticipates,” “intends,”“plans,” “believes,” “seeks,” “estimates” and other comparable terminology.

 

OKYOcautions investors that any forward-looking statements presented in this prospectus, or that OKYO may make orally or in writing fromtime to time, are based on the beliefs of, assumptions made by, and information currently available to, OKYO. These statements are basedon assumptions, and the actual outcome will be affected by known and unknown risks, trends, uncertainties and factors that are beyondits control or ability to predict. Although OKYO believes that its assumptions are reasonable, they are not a guarantee of future performance,and some will inevitably prove to be incorrect. As a result, its actual future results can be expected to differ from its expectations,and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which arebased only on known results and trends at the time they are made, to anticipate future results or trends. Certain risks are discussedin this prospectus and also from time to time in OKYO’s other filings with the SEC.

 

Thisprospectus and all subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalfare expressly qualified in their entirety by the cautionary statements contained or referred to in this section. The Company does notundertake any obligation to release publicly any revisions to its forward-looking statements to reflect events or circumstances afterthe date of this prospectus.

 

Inparticular, you should consider the risks provided under “Risk factor summary” in this prospectus and in the Form 20-F forthe fiscal year ended March 31, 2022 as filed with the SEC (the “2022 Form 20-F”) incorporated by referencein this prospectus.

 

Presentationof Financial Information

 

Thisprospectus includes our audited consolidated financial statements as of March 31, 2022 and 2021 and for the years ended March31, 2022, 2021 and 2020 which are prepared in accordance with International Financial Reporting Standards, or IFRS, as issuedby the International Accounting Standards Board, or IASB. None of our financial statements were prepared in accordance with generallyaccepted accounting principles in the United States.

 

Our financial information ispresented in U.S. dollars. For the convenience of the reader, in this prospectus, unless otherwise indicated, translations from PoundsSterling into U.S. dollars were made at the rate of £1.00 to $1.2102 which was the noon buying rate of the Federal ReserveBank of New York on November 25, 2022. Such U.S. dollar amounts are not necessarily indicative of the amounts of U.S. dollarsthat could actually have been purchased upon exchange of Pounds Sterling at the dates indicated.

 

Wehave made rounding adjustments to some of the figures included in this prospectus. Accordingly, numerical figures shown as totals insome tables may not be an arithmetic aggregation of the figures that preceded them.

 

ii

 

 

PROSPECTUSSUMMARY

 

Thissummary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should considerin making your investment decision. Before investing in our ADSs or ordinary shares, you should carefully read this entire prospectus,including our consolidated financial statements and the related notes and the information set forth under the sections titled “RiskFactors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysisof Financial Condition and Results of Operations,” in each case included elsewhere in this prospectus.

 

Overview

 

Weare a preclinical biopharmaceutical company developing next-generation therapeutics to improve the lives of patients suffering from inflammatoryeye diseases and ocular pain. Our research program is focused on a novel G Protein-Coupled Receptor, or GPCR, which we believe playsa key role in the pathology of these inflammatory eye diseases of high unmet medical need. Our therapeutic approach is focused on targetinginflammatory and pain modulation pathways that drive these conditions. We are presently developing OK-101, our lead preclinical productcandidate, for the treatment of dry eye disease (“DED”). We also plan to evaluate its potential in benefiting patients withocular neuropathic pain, uveitis and allergic conjunctivitis. We have also been evaluating OK-201, a bovine adrenal medulla, or BAM,lipidated-peptide preclinical analogue candidate that is currently in developmental stage.

 

OnFebruary 21, 2018, we announced that we successfully obtained (via assignment from Panetta Partners Ltd., a related party) a licensefrom On Target Therapeutics LLC, or OTT, to patents owned or controlled by OTT and a sub-license from OTT to certain patents licensedby OTT from Tufts Medical Center Inc., or TMC, to support our ophthalmic disease drug programs. These licenses gave us the right to exploitthe intellectual property, or IP estate which is directed to compositions-of-matter and methodologies for treating ocular inflammation,DED, with chemerin or lipid-linked chemerin analogues. We also have a license from TMC to a separate IP estate for treating symptomsof ocular neuropathic pain and uveitis associated pain. On August 6, 2019, we signed a collaborative agreement with TMC on a researchprogram focused on ocular neuropathic pain.

 

OnJanuary 7, 2021, we announced the appointment of Mr. Gabriele Cerrone as Non-Executive Chairman and Director, and Gary S. Jacob, Ph.D.as Chief Executive Officer and Director. The addition of these two individuals was a significant step for us, highlighting a carefulrealignment of the strategic focus of our research and development program, with the aim of facilitating advancement of both of our preclinicalprograms. We believed this realignment would allow us to file investigational new drug, or IND, applications on our drugcandidates with the U.S. Food and Drug Administration, or FDA, in the shortest time possible.

 

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OK-101

 

OK-101,our lead preclinical product candidate, is focused on keratoconjunctivitis sicca, commonly referred to as DED, which is a multifactorialdisease caused by an underlying inflammation resulting in the lack of lubrication and moisture in the surface of the eye. DED is oneof the most common ophthalmic conditions encountered in clinical practice. Symptoms of DED include constant discomfort and irritationaccompanied by inflammation of the ocular surface, visual impairment and potential damage to the ocular surface. There are presentlyapproximately 20 million people suffering from DED in the U.S. alone (Farrand et al. AJO 2017; 182:90), with the disease affecting approximatelyup to 34% of the population aged 50+ (Dana et al. AJO 2019; 202:47), and with women representing approximately two-thirds of those affected(Matossian et al. J Womens Health (Larchmt) 2019; 28:502–514). Prevalence of DED is anticipated to increase substantially in thenext 10-20 years due to aging populations in the U.S., Europe, Japan and China and use of contact lenses in the younger population. Webelieve this increase in prevalence of DED represents a major expanding economic burden to public healthcare. According to MarketResearch Report, Dry Eye Disease, December 2020, the global DED market in 2019 was approximately $5.22 billion, with the market sizeexpected to reach $6.54 billion by 2027. In addition, DED causes approximately $3.8 billion annually in healthcare costs and representsa major economic burden to public healthcare, accounting for more than $50 billion to the U.S. economy annually.

 

Atpresent, there are 5 prescription drugs available to treat DED: 1) Restasis (0.05% cyclosporine), 2) Cequa (0.09% cyclosporine), 3) Xiidra(5% lifitegrast), 4) Tyrvaya (0.03 mg varenicline), and 5) Eysuvis (0.25% loteprednol – a corticosteroid for short term use only).However, DED continues to be a major unmet medical need due to the large number of patients not well served by the treatments availableto them through the medical community.

 

Thedevelopment of new drugs to treat DED has been particularly challenging due to the heterogeneous nature of the patient population sufferingfrom DED, and due to the difficulties in demonstrating an improvement in both signs and symptoms of the disease in well-controlled clinicaltrials. The evidence from over 40 years of scientific literature, however, suggests inflammation as the most common underlying elementof DED. Consequently, development of new therapeutic agents that target inflammatory pathways is looking to be an attractive approachin improving symptoms in DED patients. Moreover, large number of dry eye patients suffer from ocular neuropathic pain, making their conditionmore resistant to topical anti-inflammatory therapy, and a drug capable of targeting both of these aspects of DED would be a significantaddition to the ocular-care practitioner’s arsenal for the treatment of DED.

 

Thechemerin receptor (CMKLR1 or ChemR23) is a chemokine like GCPR expressed on select populations of cells including inflammatory mediators,epithelial and endothelial cells as well as neurons and glial cells in the dorsal root ganglion, spinal cord, and retina. Activationof CMKLR1 by chemerin has been shown to resolve the inflammation and pain in animal models of asthma and pain, respectively. We havebeen pioneering the development of OK-101, a lipidated-chemerin analogue, which is an agonist of CMKLR1, in treating DED and other ocularinflammatory conditions. OK-101 was first identified in a program developed by OTT using membrane-tethered ligand technology.

 

Toexpand our understanding of the structure-activity relationships of the lipidated-chemerin analogues, such as OK-101, as agonists ofthe chemerin receptor, we synthesized a small library of analogues of OK-101. We screened these analogues in a cell-line based receptorbinding assay to characterize the agonist potency of these lipidated-chemerin analogues. This work has also been coupled to an evaluationof a subset of these analogues’ potential in treating DED by using a variety of preclinical studies and dry eye animal model studies.After evaluating a number of our analogues in a mouse model of acute DED by looking at their ability to reduce corneal permeability,a measure of dry-eye effectiveness, as well as the analogues’ impact on immune response, we determined that OK-101 was in factthe most potent analogue in reducing corneal permeability and down-regulating immune response. In addition, in a separate set of animalmodel experiments, OK-101 was shown to exhibit potent ocular pain-reducing activity in a ciliary nerve ligation mouse model of cornealneuropathic pain. Following these studies, we evaluated the ocular tolerance of OK-101 via repeated ocular instillation in rabbitsfollowed by clinical ophthalmic observations. Rabbit ocular tolerance tests on OK-101 showed no adverse signs such as inflammation, chemosisor hyperemia and no signs of local irritation. With potential anti-inflammatory and neuropathic pain reducing characteristics, we aredeveloping OK-101 for the treatment of DED.

 

Based on the results from theDED animal model, the neuropathic corneal pain model as well as the rabbit ocular tolerance studies, we moved forward overthe past 18 months with plans to file an IND on OK-101 to treat DED to enable us to begin clinical trials soon thereafter. Duringthe fourth quarter of 2021 we successfully manufactured a 200-gram batch of OK-101 drug substance needed for initiating the IND-enablingstudies that were begun during the first quarter of 2022. In support of this work, we also had previously signed an agreement on April13, 2021, with Ora, Inc., or Ora, a major clinical research organization, or CRO, specializing in ophthalmic drug development who havebeen providing us with the following services over the past 18 months:

 

1)Preparation of the OK-101 pre-IND briefing document used in the successful pre-IND meeting with FDA in February of this year

 

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2)Support with the OK-101 pre-IND meeting OKYO accomplished with FDA earlier this year
3)Support for the planned regulatory publishing and submission of the OK-101 IND in electronic common technical document, or eCTD, format
4)Quality oversight for the recent successful development of the topical OK-101 formulation for future human studies
5)Quality oversight of the successful development and qualification of the drug stability analysis method for OK-101 along with successfully conducting stability studies to establish formulated drug product is stable for at least 90 days
6)Support for the recently completed 90 days animal toxicology studies in rabbit and dog

 

Overthe past nine months we accomplished the following:

 

Completed topical formulation of the OK-101 drug product as well as initial stability studies
Finalized the bioanalytical method development to support the OK-101 clinical program
Completed batch manufacture of cGMP OK-101 for clinical trials
Completed toxicokinetic method development
Completed toxicology studies in rabbits and dogs
Completed stability studies of formulated OK-101

 

We recently completed thefinal stages of a concerted effort to complete all IND enabling activities and filed with FDA the IND on OK-101 to treat DED on November18, 2022.

 

Basedon recent consultations with Ora, we are now planning to commence the first human study with OK-101 in the first quarter of 2023, andbecause the drug is designed to be administered topically, we plan to skip the standard Phase 1 studies typically expected with orallydelivered or injectable drug candidates in non-life-threatening conditions and open the first trial as a Phase 2 clinical trial in DEDpatients (See OKYO Pipeline below). This trial is anticipated to be conducted in approximately 200 to 250 DED patients. The study isbeing designed in conjunction with, and will be managed and monitored by Ora, well known for its leadership of ophthalmic clinical trialactivities. The Phase 2 trial is expected to be completed in 6-9 months from enrollment of the first patient.

 

OKYOPipeline

 

 

OnFebruary 15, 2022, we announced the successful completion of the pre-IND meeting facilitated by Ora with the FDA regarding developmentplans for OK-101 to treat DED. Both nonclinical and clinical development milestones were covered in the pre-IND meeting, with the FDAagreeing that our first human trial would be a Phase 2 safety and efficacy trial in DED patients. The FDA also provided guidance on theplanned protocol for this trial in DED patients, concurring with one particular option OKYO has considered for the protocol which isto designate co-primary efficacy endpoints covering both a sign and a symptom of DED in the clinical trial. Notably, the final decisionto designate any efficacy endpoints as primary endpoints in this trial would be highly significant as should this phase 2 trial thenmeet any prespecified primary endpoints, the trial should considerably affect the timeline to an NDA filing with the FDA for OK-101 totreat DED.

 

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AdditionalApplicable Disease Indications for OK-101

 

Asecond related ophthalmic disease indication that is the target of our chemerin-based technology is uveitis. Uveitis is the third leadingcause of blindness worldwide. The most common type of uveitis is an inflammation of the iris called iritis (anterior uveitis). Uveitiscan damage vital eye tissue, leading to permanent vision loss. Uveitis is currently treated with corticosteroid eyedrops and injectionsthat reduce inflammation, however, the long-term use of corticosteroids causes risk of cataract and glaucoma, requiring close monitoringfor their potential side effects.

 

Webelieve that OK-101, in addition to its potential to treat DED, should also be evaluated to treat allergic conjunctivitis and uveitis.Correspondingly, once we have an IND on OK-101 in place and are clinically evaluating OK-101 to treat DED, we also plan to explore thedrug candidate’s potential to suppress the inflammation associated with allergic conjunctivitis and uveitis.

 

OK-201

 

MAS-RelatedG Protein-Coupled Receptors, or MRGPRs, mainly expressed in the sensory neurons, are involved in the perception of pain, thus makingthem a promising analgesic target. Activation of MRGPR by Bovine Adrenal Medulla, or BAM, peptide inhibits pain perception by modulatingCa2+ influx. OK-201, a BAM peptide analogue, licensed from TMC on May 1, 2018, is a potent agonist of human MRGPR and a promising candidatefor the treatment of neuropathic and inflammatory pain.

 

OnAugust 6, 2019, we signed a collaborative agreement with TMC and Pedram Hamrah, MD, Professor of Ophthalmology at Tufts University Schoolof Medicine, Boston, MA as Principal Investigator to evaluate OK-201 and other proprietary lead compounds to suppress corneal neuropathicpain using a mouse ocular pain model recently developed in Dr. Hamrah’s laboratory. Our goal was to further develop this lipidatedpeptide, as well as explore additional analogues, for their potential use in treating ocular pain, and for potentially treating long-termchronic pain.

 

OnApril 28, 2021, we announced positive results of OK-201, a non-opioid analgesic drug candidate delivered topically in Dr. Hamrah’smouse neuropathic corneal pain model, as a potential drug to treat acute and chronic ocular pain. Importantly, OK-201 demonstrated areduced corneal pain response equivalent to that of gabapentin, a commonly used oral drug for neuropathic pain. These observations demonstratedpreclinical ‘proof-of-concept’ for the topical administration of OK-201 as a potential non-opioid analgesic for ocular pain.Current treatments for corneal pain are limited to short term non-steroidal anti-inflammatory drugs, or NSAIDs, steroids, and oral gabapentinand opioids in severe cases.

Althoughthe results with OK-201 were encouraging, due to subsequent success obtained with OK-101 (see section above on OK-101) in follow-on animalmodel studies utilizing the same mouse corneal neuropathic pain model as for OK-201, we have decided to maintain this drug candidateat the exploratory level while we focus our primary energy on the OK-101 program to treat DED, based on OK-101’s combination ofanti-inflammatory and corneal pain-reducing activities in animal models of these conditions.

 

SUMMARYOF RISKS AFFECTING OUR BUSINESS

 

Ourbusiness is subject to a number of risks of which you should be aware before making an investment decision. You should carefully considerall of the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the sectiontitled “Risk Factors” before deciding whether to invest in our ADSs. These important risks include, but are not limited to,the following:

 

●We have only recently committed to our new business and our product candidates are in the early stages of development and it may be someyears until we generate revenue, if at all.

 

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●Our product candidates have not been evaluated in clinical trials and results in the clinic may not be reproduced in human trials.

 

Thereis a high degree of failure for product candidates as they progress through clinical trials and clinical trial data may beinterpreted in varying ways which may delay, limit or prevent future regulatory approvals.

 

Thedevelopment of pharmaceutical products carries significant risk of failure in early and late stage development programs.

 

Weanticipate that we will continue to incur significant losses for the foreseeable future.

 

We will need to spend extensively on further research activities and there can be no guarantee that we will have access to sufficient funds to fully realize our research and development plan or to commercialize any products derived from research activities.

 

Even if we successfully develop a product which shows efficacy in human subjects there remain high barriers to commercial success.

 

We face significant competition from pharmaceutical companies. We have competitors internationally, including major multinational pharmaceutical companies, universities and research institutions. In respect of OK-101 as an indication for the treatment of DED, there are a number of established companies engaged in the development and marketing of preparations addressing the DED market. In addition, there are a wide range of products addressing the DED market currently approved and marketed by a number of large and small pharmaceutical companies.

 

The expiration of certain intellectual property rights or an inability to obtain, maintain or enforce adequate intellectual property rights for products that are marketed or in development may result in additional competition from other third-party products. Third parties may have blocking intellectual property rights which could prevent the sale of products by us or require that compensation be paid to such third parties.

 

Our product candidates could infringe patents and other intellectual property rights of third parties.

 

COVID-19 has adversely affected our business, and any new pandemic, epidemic or outbreak of an infectious disease may further adversely affect our business.

 

The relationship of the UK with the EU could impact our ability to operate efficiently in certain jurisdictions or in certain markets.

 

Even if we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval to commercialize our product candidates and the approval may be for a more narrow indication than we seek.

 

If our competitors are able to obtain orphan drug exclusivity for products that constitute the same drug and treat the same indications as our product candidates, we may not be able to have competing products approved by applicable regulatory authorities for a significant period of time. In addition, even if we obtain orphan drug exclusivity for any of our products, such exclusivity may not protect us from competition.

 

Even if we obtain regulatory approval for a product candidate, our product candidates will remain subject to regulatory oversight.

 

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Even if we obtain and maintain approval for our product candidates in a major pharmaceutical market such as the United States, we may never obtain approval for our product candidates in other major markets.

 

We may seek a conditional marketing authorization in the United Kingdom and EU for some or all of our current product candidates, but we may not be able to obtain or maintain such designation.

 

Healthcare legislative reform measures may have a negative impact on our business and results of operations.

 

We are subject to governmental regulation and other legal obligations related to privacy, data protection and data security. Our actual or perceived failure to comply with such obligations could harm our business.

 

We do not know whether an active, liquid and orderly trading market will develop for our ADSs or what the market price of our ADSs will be. As a result, it may be difficult for ADS holders to sell their ADSs.

 

If you purchase ADSs in this offering, you will suffer immediate dilution of your investment.

 

Holders of our ADSs may experience substantial dilution upon the exercise of outstanding options and warrants.

 

Holders of our ADSs have fewer rights than our shareholders and must act through the depositary to exercise their rights.

 

The rights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

 

If we are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders.

 

CorporateInformation

 

Wewere originally incorporated in the British Virgin Islands as a British Virgin Islands Business Company on July 4, 2007 under the BVIBusiness Companies Act 2004 with company number 1415559 under the name Jellon Enterprises, Inc.. Our legal and commercial name was changedto Minor Metals & Mining, Inc. on October 24, 2007, to Emerging Metals Limited on November 28, 2007, to West African Minerals Corporationon December 9, 2011, and to OKYO Pharma Corporation on January 10, 2018. On March 9, 2018, shareholders approved the cancellation ofour AIM listing and migration to Guernsey. On July 3, 2018, following the approval of the Guernsey Companies Registry, we were registeredunder the Guernsey Companies Law under the name OKYO Pharma Limited, as a Guernsey company with limited liability, an indefinite lifeand company number 65220. We are domiciled in Guernsey. On July 17, 2018, our Ordinary Shares were admitted to listing on the standardsegment of the Official List of the FCA and admitted to trading on the Main Market of the London Stock Exchange. We are subject to theTakeover Code.

 

Ourregistered office is located at Martello Court, Admiral Park, St. Peter Port, Guernsey GY1 3HB and our telephone number is +44 (0) 207495 2379. Our website address is www.okyopharma.com. The reference to our website is an inactive textual reference only and the informationcontained in, or that can be accessed through, our website is not a part of this registration statement. Our agent for service of processin the United States is OKYO Pharma US, Inc.

 

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“OKYO,”the OKYO logo and other trademarks or service marks of OKYO Pharma Limited appearing in this prospectus are the property of OKYO or oursubsidiary. This prospectus contains additional trade names, trademarks and service marks of others, which are the property of theirrespective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® orTM symbols.

 

Implicationsof Being an Emerging Growth Company

 

Weare an EGC as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we may take advantage of certainexemptions from various reporting requirements that are applicable to other publicly traded entities that are not EGCs. These exemptionsinclude:

 

  the option to present only two years of audited financial statements and related discussion in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus;
     
  not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act;
     
  not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
     
  not being required to submit certain executive compensation matters to stockholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” and
     
  not being required to disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the chief executive officer’s compensation to median employee compensation.

 

Section107 of the JOBS Act also provides that an EGC can take advantage of the extended transition period provided in Section 13(a) of the ExchangeAct, for complying with new or revised accounting standards. As a result, an EGC can delay the adoption of certain accounting standardsuntil those standards would otherwise apply to private companies.

 

Wewill remain an EGC until the earliest of: (1) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion;(2) the last day of 2023; (3) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the ExchangeAct, which would occur on the last day of any fiscal year that the aggregate worldwide market value of our common equity held by non-affiliatesexceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (4) the date on which we haveissued more than $1.0 billion in non-convertible debt securities during any three-year period.

 

Implicationsof Being a Foreign Private Issuer

 

Wecurrently report under the Exchange Act as a non-U.S.company with FPI status. Even after we no longer qualify as an EGC, as long as we qualify as an FPI under the Exchange Act we will beexempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

 

  the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;
     
  the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
     
  the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, and current reports on Form 8-K upon the occurrence of specified significant events.

 

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FPIsare also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an EGC, butremain an FPI, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neitheran EGC nor an FPI.

 

TheOffering

 

ADSs offered by us   4,484,305 ADSs.
     
Ordinary shares to be outstanding after this offering (1)   1,706,520,293 ordinary shares, including ordinary shares represented by ADSs (or 1,750,230,518 ordinary shares if the underwriters exercise in full their over-allotment option to purchase 672,645 ADSs)
     
Over-allotment option   672,645 ADSs.
     
ADSs   Each ADS represents 65 ordinary shares of no par value. The depositary will hold the ordinary shares underlying your ADSs and you will have rights as provided in the deposit agreement among us, the depositary, and holders and beneficial owners of ADSs from time to time. To better understand the terms of our ADSs, see “Description of the American Depositary Shares.” We also encourage you to read the deposit agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.
     
Depositary   JPMorgan Chase Bank, N.A..
     
Use of proceeds  

We estimate that the net proceeds from our sale of ADSs in this offering will be approximately $8.8 million (or approximately $10.2 million if the underwriters exercise their over-allotment option in full), assuming a public offering price of $2.23 per ADS, which reflects the closing trade price on Nasdaq on December 2, 2022 after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

 

We intend to use the net proceeds we receive from this offering to fund the initial Phase 2 clinical trial of OK-101 in DED patients and for working capital and other general corporate purposes.

 

See “Use of Proceeds” for additional information.

     
Risk factors   See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ADSs
     
Nasdaq symbol   “OKYO”

 

(1)The number of ordinary shares to be outstanding after this offering is based on 1,415,040,468 ordinary shares outstanding as of November30, 2022, and excludes:

 

  81,820,000 ordinary shares issuable upon the exercise of share options at exercise prices of between $0.054 and $0.188 per ordinary share of which 24,375,000 ordinary shares are currently exercisable and 57,445,000 are exercisable between January 6, 2023 and January 31, 2032; and

 

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  35,909,090 ordinary shares that currently may be issued upon the exercise of warrants to purchase ordinary shares at exercise prices of between $0.033 and $0.054 per ordinary share.
     
    Unless otherwise indicated, this prospectus reflects and assumes the following:
     
  no exercise of outstanding share options or warrants after November 30, 2022; and
     
  no exercise of the underwriters’ over-allotment option.

 

SummaryConsolidated Financial Data

 

Thefollowing tables set forth our summary consolidated financial data for the periods indicated. We have derived the consolidated statementof operations data for the years ended March 31, 2022, 2021 and 2020 and the consolidated balance sheet data as of March31, 2022 from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarilyindicative of the results that should be expected for any future period. You should read the following summary consolidated financialdata together with the audited consolidated financial statements included elsewhere in this prospectus and the sections titled “ExchangeRate Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Wemaintain our books and records in Pounds Sterling, and we prepare our financial statements in accordance with IFRS as issued by the IASB.We report our financial results in U.S. dollars.

 

ConsolidatedStatement of Operations and Comprehensive Loss Data:

 

   Years Ended March 31, 
   2022   2021   2020 
   (in thousands except share and per share data) 
Operating expenses:               
Research and development  $(1,301)  $(174)  $(518)
General and administrative   (4,917)   (3,192)   (1,017)
Total operating expenses   (6,218)   (3,366)   (1,535)
Loss from operations   (6,218)   (3,366)   (1,535)
Other income (expense), net   -    (12)   (86)
Tax provision   787    25    76 
Net loss attributable to ordinary shareholders   (5,431)   (3,353)   (1,544)
Other comprehensive loss:               
Foreign currency translation adjustment   (837)   346    87 
Total comprehensive loss   (6,268)   (3,007)   (1,457)
                
Basic and diluted net loss per ordinary share   (0.01)   (0.01)   (0.00)

 

ConsolidatedBalance Sheet Data:

 

    Year Ended March 31, 2022
    Actual     As
Adjusted(1)
 
    (in thousands except share and per share data)
Cash and cash equivalents   $ 2,701     $ 11,524  
Working capital     2,942       11,766  
Total assets     4,301       13,124  
Total shareholders’ equity     2,947       11,771  

 

(1) As adjusted to give effect to the sale by us of 4,484,305 ADSs (representing 291,479,825 ordinary shares) at an assumed public offering price of $2.23 per ADS in this offering, which reflects the closing trade price on Nasdaq on December 2, 2022 after deducting the underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering.

 

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RISKFACTORS

 

Youshould carefully consider the risks described below, together with all of the other information in this registration statement. The risksand uncertainties below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we believeto be immaterial may also adversely affect our business. If any of the following risks occur, our business, financial condition and resultsof operations could be seriously harmed and potential future investors in our ADSs could lose all or part of their investment. Further,if we fail to meet the expectations of the public market in any given period, the potential market price of our ADSs could decline. Weoperate in a highly competitive environment that involves significant risks and uncertainties, some of which are outside of our control.If any of these risks actually occurs, our business and financial condition could suffer and the potential market price of our ADSs coulddecline.

 

RisksRelating to Our Business

 

Wehave only recently committed to our new business and our product candidates are in the early stages of development and it may be someyears until we generate revenue, if at all.

 

Ourproduct candidates, OK-101 and OK-201, are both very early in the development stage and even the lead product candidate, OK-101, is stillin the pre-clinical stage. Through our scientific collaborators, we have only recently completed initial pre-clinical studies with respectto OK-101 and OK-201 and our ability to generate product revenue, which is not expected to occur for several years, if ever, will dependheavily on the successful development of the product candidates, many stages of clinical trials, regulatory approval and eventual commercialization.We have only recently committed to our new business operating as a life sciences and biotechnology business. We currently generate norevenue from sales of any product and may never be able to develop or commercialize a marketable product.

 

Ourproduct candidates have not been evaluated in clinical trials and results in the clinic may not be reproduced in human trials.

 

Theearly stages of our business strategy carry significant risks associated with product candidates which have not been evaluated in humanclinical trials. Not only may encouraging results seen in pre-clinical trials not be indicative of results in later clinical trials butgiven that the product candidates have only been evaluated in mouse models to date, unexpected or adverse effects may be seen once theproduct candidates enter the human clinical trials stage which in turn may create significant hurdles to further development or leadto the abandonment of further development.

 

Thereis a high degree of failure for product candidates as they progress through clinical trials and clinical trial data may be interpretedin varying ways which may delay, limit or prevent future regulatory approvals.

 

Manycompanies in the life sciences and biotechnology sector have made significant initial progress only to suffer significant setbacks inlater stage clinical trials and there is a high failure rate for product candidates as they proceed through clinical trials. Data obtainedfrom pre-clinical and clinical activities is subject to varying interpretations which may delay, limit or prevent applications for regulatoryapprovals.

 

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Thedevelopment of pharmaceutical products carries significant risk of failure in early and late stage development programs.

 

Thedevelopment of pharmaceutical products is inherently uncertain, even in late-stage product development programs. There is a high failurerate in the development of pharmaceutical products and there is a substantial risk of adverse, undesirable, unintended or inconclusiveresults from testing or pre-clinical or clinical trials, which may substantially delay, or halt entirely, or make uneconomic, any furtherdevelopment of our products and may prevent or limit the commercial use of such products.

 

Whilethe pre-clinical development of OK-101 and initial studies in animal models have been encouraging, the scope of these studies is limited,and significant risks exist that OK-101 may never progress to a commercially viable product. Laboratory studies in animal models carrythe risk that similar results may not be seen or reproduced in future tests and trials, and there can be no guarantee that a successfultest in a mouse or other animal model will be capable of being reproduced in a human clinical trial. Small scale trials and the resultsthereof, can be misleading as to efficacy, safety and other findings, as the outcome may be influenced by laboratory or demographic factorsand not due to the chemistry or biological effect of the drug candidate being evaluated. Larger scale trials often fail to produce thesame positive results seen in small scale trials for a variety of reasons and clinical trials in humans frequently fail to reproduceefficacy seen in animal trials in the laboratory. Failure can often result after significant sums have been expended on research andoften where initial trial results (both in animals and in humans) have shown very encouraging results.

 

Managementinitially intends to conduct laboratory and pre-clinical trials to establish safety and efficacy of our products. Due to the inherentrisks involved in developing pharmaceutical products, there is a risk that some or all of our products will not ultimately be successfullydeveloped or launched. In addition, the planned clinical trials may fail to show the desired safety and efficacy. This may be the caseeven if the FDA approves an IND application as positive data in animal studies may not be reflected or reproduced in human trials. Successfulcompletion of one stage of development of a pharmaceutical product does not ensure that subsequent stages of development will be successful.Our inability to market any of our products currently under development would adversely affect our business and financial condition.

 

Weare currently primarily dependent for our short to medium-term success on a single early-stage product, OK-101, which is a research productthat has shown pre-clinical potential but has not yet been tested on humans and has not obtained the necessary approvals required toconduct Phase I clinical trials in humans.

 

Anycommercial development of OK-101 is highly dependent on a number of factors, including:

 

  the successful conduct of human trials in the initial indications of DED;
     
  receipt of marketing approvals for OK-101 in the United States and other jurisdictions where separate approval is required and where we subsequently choose to market OK-101;
     
  launching commercial sales of OK-101, if and when approved;
     
  acceptance of OK-101 by patients, the medical community and third-party payers;
     
  OK-101 competing effectively with existing therapies and in particular with established products addressing the same clinical needs;
     
  OK-101 influencing the treatment guidelines in relevant territories; and
     
  further clinical trials to provide additional data to support commercialization of OK-101 and to permit wider label claims.

 

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Ifany of these milestones are not met, our business, financial condition, prospects and results of operations could be materially adverselyaffected.

 

RisksRelated to Our Financial Position and Need for Capital.

 

Wewill need to raise substantial additional capital to develop and commercialize our product candidates and our failure to obtain fundingwhen needed may force us to delay, reduce or eliminate our product development programs or collaboration efforts.

 

Asof March 31, 2022, our cash and cash equivalents balance was approximately $2.7 million and our working capital was approximately $2.9million. Due to our recurring losses from operations and the expectation that we will continue to incur losses in the future, we willbe required to raise additional capital to complete the development and commercialization of our current product candidates. We havehistorically relied upon private and public sales of our equity, as well as debt financings to fund our operations. In order to raiseadditional capital, we may seek to sell additional equity and/or debt securities or obtain a credit facility or other loan, which wemay not be able to do on favorable terms, or at all. Our ability to obtain additional financing will be subject to a number of factors,including market conditions, our operating performance and investor sentiment. If we are unable to raise additional capital when requiredor on acceptable terms, we may have to significantly delay, scale back or discontinue the development and/or commercialization of ourproduct candidate, restrict our operations or obtain funds by entering into agreements on unfavorable terms. Failure to obtain additionalcapital at acceptable terms would result in a material and adverse impact on our operations.

 

Ourindependent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, whichmay hinder our ability to obtain future financing.

 

MazarsLLP, our independent registered public accounting firm for the fiscal year ended March 31, 2022, has included an explanatory paragraphin their opinion that accompanies our audited consolidated financial statements as of and for the year ended March 31, 2022, indicatingthat liquidity position post November 2022 raises substantial doubt about our ability to continue as a going concern. If we are unableto improve our liquidity position by December 2022, we may not be able to continue as a going concern. The accompanying consolidatedfinancial statements do not include any adjustments that might result if we are unable to continue as a going concern and, therefore,be required to realize our assets and discharge our liabilities other than in the normal course of business which could cause investorsto suffer the loss of all or a substantial portion of their investment.

 

Weanticipate that we will continue to incur significant losses for the foreseeable future.

 

Theamount of our future net losses will depend, in part, on the rate of our future expenditures, including further research and developmentactivity. The amount of net losses will also depend on our success in developing and commercializing OK-101 and other products that generatesignificant revenue. Any failure by us to become and remain profitable could depress the value of the ADSs and could impair our abilityto expand our business, maintain our research and development efforts, diversify our product offerings or continue our operations.

 

Wewill need to spend extensively on further research activities and there can be no guarantee that we will have access to sufficient fundsto fully realize our research and development plan or to commercialize any products derived from research activities.

 

Weexpect to incur further significant expenses in connection with our ongoing research and development activities in relation to our productsin development, including the future funding of clinical studies, registration, manufacturing, marketing, sales and distribution. Tofinance fully our strategy, we may require more capital than is available from our existing cash balances.

 

Accessto adequate additional financing, whether through debt financing, an equity capital raise or a suitable partnering transaction may notbe available to us on acceptable terms, or at all. Further, while the potential economic impact brought by, and the duration of the COVID-19pandemic is difficult to assess or predict, the impact of the COVID-19 pandemic on the global financial markets may reduce our abilityto access capital, which could negatively impact our short-term and long-term liquidity. If we are unable to raise capital, we couldbe forced to delay, reduce or eliminate our research and development programs or commercialization efforts. Any additional equity fundraisingmay be dilutive for our shareholders.

 

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Anyof these events could have a material adverse effect on our business financial condition, prospects and results of operation and maylead us to delay, reduce or abandon research and development programs or commercialization of some of our products.

 

RisksRelated to Commercialization of Our Product Candidates

 

Evenif we successfully develop a product which shows efficacy in human subjects there remain high barriers to commercial success

 

Evenif we were to receive regulatory approval for OK-101 or any other products, we may be unable to commercialize them.

 

Thereare a number of factors that may inhibit our efforts to commercialize OK-101 or any other products on our own, including:

 

  our inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;
     
  the inability of sales personnel to obtain access to or persuade adequate numbers of potential practitioners to prescribe any future products;
     
  unforeseen costs and expenses associated with creating an independent sales and marketing organization;
     
  costs of marketing and promotion above those anticipated by us; and
     
  the inability to secure a suitable level of pricing and/or reimbursement approval from the relevant regulatory authorities in the countries we are targeting.

 

Whilewe may only seek to enter into arrangements with third parties to perform sales and marketing services in non-core territories, any sucharrangements could result in our product revenues (or the profitability of such product revenues) being lower than if we were to marketand sell the products itself. In addition, we may not be successful in entering into arrangements with third parties to sell and marketour products or may be unable to do so on terms that are favorable to us. Acceptable third parties may fail to devote the necessary resourcesand attention to sell and market our products effectively. If we do not establish sales and marketing capabilities successfully, eitheron our own or in collaboration with third parties, we will not be successful in commercializing our products, which in turn would havea material adverse effect on our business, prospects, financial condition and results of operations.

 

Wehave also invested and will continue to invest resources into the development of other products, such as OK-201. Even where these productsare successfully developed and marketing approval is secured from relevant regulatory authorities, these products might not achieve commercialsuccess. Factors which could limit commercial success of a product include but are not limited to:

 

  limited market acceptance or a lack of recognition of the unmet medical need for the product amongst prescribers;
     
  new competitor products entering the market;
     
  the number and relative efficacy, safety or cost of competitive products;
     
  an inability to supply a sufficient amount of the product to meet market demand;
     
  insufficient funding being available to market the product adequately;
     
  an inability to enforce intellectual property rights, or the existence of third-party intellectual property rights;

 

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  safety concerns arising pre- or post-launch resulting in negative publicity or product withdrawal or narrowing of the product label and the group of persons who may receive the product;
     
  labelling being restricted/narrowed in the future and in the future by regulatory agencies; and
     
  refusals by government or other healthcare payors to fund the purchase of the products by healthcare providers at a commercially viable level (or at all) or otherwise to restrict the availability of approved products on other grounds.

 

Ifany of the foregoing were to occur, it could materially and adversely affect our business, financial condition, prospects and resultsof operations.

 

Weface significant competition from pharmaceutical companies. We have competitors internationally, including major multinational pharmaceuticalcompanies, universities and research institutions. In respect of OK-101 as an indication for the treatment of DED, there are a numberof established companies engaged in the development and marketing of preparations addressing the DED market. In addition, there are awide range of products addressing the DED market currently approved and marketed by a number of large and small pharmaceutical companies

 

Manyof our competitors have substantially greater financial, technical and other resources, such as larger research and development teams,proven marketing and manufacturing organizations and well-established sales forces. Our competitors may succeed in developing, acquiringor licensing drug products that are more effective or less costly than products which we are currently developing or which it may develop.

 

Establishedpharmaceutical companies may invest heavily to accelerate the discovery and development of products that could make our products lesscompetitive. In addition, any new product that competes with an approved product must demonstrate compelling advantages in efficacy,convenience, tolerability or safety in order to overcome price competition and to be commercially successful. Accordingly, our competitorsmay succeed in obtaining patent protection, receiving approval from the FDA, the European Medicines Agency, or EMA, or that of anotherrelevant regulatory authority or discovering, developing and commercializing pharmaceutical products before we do, which would have amaterial adverse effect on our business.

 

Theavailability and price of our competitors’ products could limit the demand, and the price we are able to charge, for any of ourproducts, if approved for sale. We will not achieve our business plan if acceptance is inhibited by price competition or the reluctanceof physicians to switch from existing drug products to our products, or if physicians switch to other new drug products or choose toreserve our products for use in limited circumstances. Competition from lower-cost generic pharmaceuticals may also result in significantreductions in sales volumes or prices for our products, which could materially adversely affect our business, prospects, financial conditionand results of operations.

 

Weare dependent on third party supply, development and manufacturing and clinical service relationships and on single manufacturing sitesfor certain products. Our business strategy utilizes the expertise and resources of third parties in a number of areas, including theconduct of clinical trials, other product development, manufacture and the protection of our intellectual property rights in variousgeographical locations. This strategy creates risks for us by placing critical aspects of our business in the hands of third partieswhom we may not be able to manage or control adequately and who may not always act in our best interests.

 

Wherewe are dependent upon third parties for the development or manufacture of certain products, our ability to procure our development ormanufacture in a manner which complies with regulatory requirements may be constrained, and our ability to develop and deliver such materialon a timely and competitive basis may be materially adversely affected, which may impact revenues.

 

Regulatoryrequirements for pharmaceutical products tend to make the substitution of suppliers and contractors costly and time-consuming. Alternativesuppliers may not be able to manufacture products effectively or obtain the necessary manufacturing licenses from relevant regulatoryauthorities. The unavailability of adequate commercial quantities, the inability to develop alternative sources, a reduction or interruptionin supply of contracted services, or a significant increase in the price of materials and services, could have a material adverse effecton our ability to manufacture and market our products or to fulfill orders from our distributors or licensees, which in turn would havea material adverse impact on our cash flows.

 

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Insurancecoverage and reimbursement may be limited, unavailable or may be reduced over time in certain market segments for our products.

 

Governmentauthorities and third-party payers, such as private health insurers, decide which pharmaceutical products they will cover and the amountof reimbursement. Reimbursement may depend upon a number of factors, including the payer’s determination that use of a productis:

 

  a covered benefit under the payor’s health plan;
     
  safe, effective and medically necessary;
     
  appropriate for the specific patient;
     
  cost-effective; and
     
  neither experimental nor investigational.

 

Obtainingcoverage and reimbursement approval for a product from a government or other third- party payer is a time-consuming and costly processthat could require us to provide supporting scientific, clinical and cost-effectiveness data for the use of our products.

 

Wemay not be able to provide data sufficient to gain acceptance with respect to coverage and reimbursement, or to demonstrate commercialvalue compared to existing established treatments. Even if we are able to furnish the requested data, there is no guarantee that a third-partypayor will cover a product. If reimbursement of our products is unavailable or limited in scope or amount, or if pricing is set at unsatisfactorylevels, we may be unable to achieve or sustain profitability.

 

Wemay, in the future, seek approval to market our products in the EU, the US and in selected other jurisdictions. In the EU, the pricingof prescription pharmaceuticals is subject to national governmental control and pricing negotiations with governmental authorities can,in some circumstances, take several years after obtaining marketing approval for a product. In addition, market acceptance and salesof our products will depend significantly on the availability of adequate coverage and reimbursement from third-party payers and maybe affected by existing and future healthcare reform measures.

 

Thecontinuing efforts of governments, insurance companies, managed care organizations and other payers of healthcare services to containor reduce costs of healthcare and/or impose price controls may materially adversely affect our ability to set prices for our products,generate revenues and achieve or maintain profitability. Any reduction in government reimbursement programs may result in a similar reductionin payments from private payers, which may materially adversely affect our business, prospects, financial condition and results of operations.

 

RisksRelated to Our Intellectual Property

 

Theexpiration of certain intellectual property rights or an inability to obtain, maintain or enforce adequate intellectual property rightsfor products that are marketed or in development may result in additional competition from other third-party products. Third partiesmay have blocking intellectual property rights which could prevent the sale of products by us or require that compensation be paid tosuch third parties

 

Theextent of our success will, to a significant degree, depend on our ability to establish, maintain, defend and enforce adequate intellectualproperty rights and to operate without infringing the proprietary or intellectual property rights of third parties. We have been granted,or have in-licensed rights under, a number of key patent families for OK-101 (or other proprietary rights), and patent applications arepending in the U.S., the EU, and certain other jurisdictions. We may develop or acquire further technology or products that are not patentableor otherwise protectable. The strength of patents in the pharmaceutical field involves complex legal and scientific questions and canbe uncertain. Patents or other rights might not be granted under any pending or future applications filed or in-licensed by us and anyclaims allowed might not be sufficiently broad to protect our technologies and products from competition. Competitors may also successfullydesign around key patents held by us, thereby avoiding a claim of infringement. There is a risk that not all relevant prior art has beenidentified with respect to any particular patent or patent application and the existence of such prior art may invalidate any patentsgranted (or result in a patent application not proceeding to grant). Patents or other registerable rights might also be revoked for otherreasons after grant. Third parties may challenge the validity, enforceability or scope of any granted patents. Our defense of our proprietaryrights could involve substantial costs (even if successful) and could result in declarations of invalidity or significantly narrow thescope of those rights, limiting their value.

 

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Competitorsmay have filed applications or been granted patents, or obtained additional patents and proprietary rights, which relate to and couldbe infringed by our products. An adverse outcome with respect to third party rights such as claims of infringement of patents or third-partyproprietary rights by us could subject us to significant liabilities or require us to obtain a license for the continued use of the affectedrights, which may not be available on acceptable terms or at all, or require us to cease commercialization and development efforts, orthe sale of the relevant products, in whole or in part in the relevant jurisdictions.

 

Wecould be subject to claims for compensation by third parties claiming an ownership interest in the intellectual property rights relatingto a commercially successful product. This may include claims from employee inventors in territories which permit such claims even wherewe own the intellectual property rights in question. Any such failure to defend our proprietary intellectual property could have a materialadverse effect on our business, prospects, financial condition and results of operations.

 

Wemay not be able to obtain, maintain, defend or enforce the intellectual property rights covering our products

 

Todate, we have had certain patents licensed to us in jurisdictions we consider to be important to our business. However, we cannot predict:

 

  the degree and range of protection any patents will afford against competitors and competing technologies, including whether third parties will find ways to invalidate or otherwise circumvent the patents by developing a competitive product that falls outside its scope;
     
  if, or when any patents will be granted;
     
  that granted patents will not be contested, invalidated or found unenforceable;
     
  whether or not others will obtain patents claiming aspects similar to those covered by the Company’s patents and patent applications;
     
  whether we will need to initiate litigation or administrative proceedings, or whether such litigation or proceedings will be initiated by third parties against us, which may be costly and time consuming; and
     
  whether third parties will claim that our technology infringes upon their rights.

 

Whilewe believe that we have novel composition of matter on the OK-101 peptide and novel methods of its use in treating DED, we cannot besure that these patent applications will issue as patents. Each patent office has different patentability requirements, but we believethat the license patent applications contain patentable subject matter. The process for issuance of a patent involves correspondencewith each local patent office in the jurisdictions in which the patent application is filed. That process, patent prosecution, involvesa discussion of any relevant prior art and typically a discussion of the scope of the claims. The patent prosecution process can takeseveral years depending on the jurisdiction and is not in the control of the patent owner, but in the control of the local patent office.We cannot be sure the outcome of the patent prosecution will be successful and result in issued patents.

 

Patentprotection is of importance to us in maintaining our competitive position in our planned product lines and a failure to obtain or retainadequate protection could have a material adverse effect on our business, prospects, financial condition and results of operations.

 

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Wemay not be able to prevent disclosure of our trade secrets, know-how or other proprietary information.

 

Werely on trade secret protection to protect our interests in proprietary know-how and in processes for which patents are difficult toobtain or enforce. If we are unable to protect our trade secrets adequately the value of our technology and products could be significantlydiminished. Furthermore, our employees, consultants, contract personnel or third-party partners, either accidentally or through willfulmisconduct, may cause serious damage to our programs and/or our strategy by disclosing confidential information to third parties. Itis also possible that confidential information could be obtained by third parties as a result of breaches of our physical or electronicsecurity systems. Any disclosure of confidential data into the public domain or to third parties could allow third parties to accessconfidential information and use it in competition with us. In addition, others may independently discover the confidential information.Any action to enforce our rights against any misappropriation or unauthorized use and/or disclosure of confidential information is likelyto be time-consuming and expensive, and may ultimately be unsuccessful, or may result in a remedy that is not commercially valuable.Any such loss of confidential information or failure to enforce our rights in relation to such confidential information, or unsatisfactoryoutcome of any related litigation could have a material adverse effect on our business, prospects, financial condition or results ofoperation.

 

Ourproduct candidates could infringe patents and other intellectual property rights of third parties.

 

Ourcommercial success depends upon our ability, and the ability of any third party with which we may partner to develop, manufacture, marketand sell our products and use our patent- protected technologies without infringing the patents of third parties.

 

Ourproducts may infringe or may be alleged to infringe existing patents or patents that may be granted in the future which may result incostly litigation and could result in our having to pay substantial damages or limit our ability to commercialize our products.

 

Becausesome patent applications in Europe, the U.S. and many foreign jurisdictions may be maintained in secrecy until the patents are issued,patent applications in such jurisdictions are typically not published until 18 months after filing, and publications in the scientificliterature often lag behind actual discoveries. Accordingly, we cannot be certain that others have not filed patents that may cover ourtechnologies, our products or the use of our products. Additionally, pending patent applications which have been published can, subjectto certain limitations, be later amended in a manner that could cover our technologies, our products or the use of our products. As aresult, we may become party to, or threatened with, future adversarial proceedings or litigation regarding patents with respect to ourproducts and technology.

 

Ifwe are sued for patent infringement, we would need to demonstrate that our products or methods either do not infringe the patent claimsof the relevant patent or that the patent claims are invalid, and we may not be able to do this. If we are found to infringe a thirdparty’s patent, we could be required to obtain a license from such third party to continue developing and marketing our productsand technology or we may elect to enter into such a license in order to settle litigation or in order to resolve disputes prior to litigation.However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we are able to obtaina license, it could be non- exclusive, thereby giving our competitors access to the same technologies that are licensed to us and couldrequire us to make substantial royalty payments. We could also be forced, including by court order, to cease commercializing the infringingtechnology or products. A finding of infringement could prevent us from commercializing our products or force us to cease some of ourbusiness operations, which could materially harm our business. Claims that we have misappropriated the confidential information or tradesecrets of third parties could have a similarly negative impact on our business.

 

Anysuch claims are likely to be expensive to defend, and some of our competitors may be able to sustain the costs of complex patent litigationmore effectively than us can because they have substantially greater resources. Moreover, even if we are successful in defending anyinfringement proceedings, we may incur substantial costs and divert management’s time and attention in doing so, which could materiallyadversely affect our business, prospects, results of operations or financial condition.

 

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RisksRelated to Our Operations

 

Risksrelating to managing growth, employee matters and other risks relating to our business

 

Growthmay place significant demands on our management and resources. We expect to experience growth in the number of our employees and thescope of our operations in connection with the continued development and, in due course, the potential commercialization of our products.

 

Thispotential growth will place a significant strain on our management and operations, and we may have difficulty managing this future potentialgrowth.

 

Weare highly dependent on our current executive officers and their services are critical to the successful implementation of our productdevelopment and regulatory strategies. While suitable contracts of employment are in place including six to 12 months’ notice periodsfor all executive officers, they may give notice to terminate their employment with us at any time. The loss of the services of any ofour executive officers and our inability to find suitable replacements could harm our business, prospects, financial condition, resultsof operations and ability to achieve the successful development or commercialization of our products.

 

Challengesin identifying and retaining key personnel could impair our ability to conduct and grow our operations effectively. Our ability to competein the highly competitive pharmaceutical industry depends upon our ability to attract and retain highly qualified management and salesteams. We are intending to recruit our own commercial team and expand our existing central infrastructure team. Many of the other pharmaceuticalcompanies and academic institutions that we compete against for qualified personnel have greater financial and other resources, differentrisk profiles and a longer history in the industry than we do. We might not be able to attract or retain these key persons on conditionsthat are economically acceptable. Our inability to attract and retain these key persons could have a material adverse effect on our business,prospects, financial conditions and results of operation.

 

COVID-19has adversely affected our business, and any new pandemic, epidemic or outbreak of an infectious disease may further adversely affectour business.

 

InDecember 2019, a novel strain of coronavirus, COVID-19, spread globally, substantially impacting the global economy and our operations,including interrupting preclinical and clinical trial activities and disrupting our supply chain. The spread of an infectious disease,including COVID-19, may also result in the inability of our suppliers to source or deliver components or raw materials necessary forour clinical supply on a timely basis or at all. In addition, hospitals may reduce staffing and reduce or postpone certain treatmentsin response to the spread of an infectious disease. Such events may result in a period of business disruption, and in reduced operations,or doctors and medical providers may be unwilling to participate in our clinical trials, any of which could materially affect our business,financial condition and results of operations. The extent to which COVID-19 impacts our business will depend on future developments,which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirusand the actions to contain the coronavirus or treat its impact, among others. A significant pandemic as with COVID-19, or any other infectiousdisease, could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, resultingin an economic downturn that could impact our business, financial condition and results of operations.

 

Wemay become subject to product liability claims.

 

Weface an inherent risk of product liability and associated adverse publicity as a result of the clinical testing of our products and salesof our products once marketing approval is received from relevant regulatory authorities.

 

Criminalor civil proceedings might be filed against us any by study subjects, patients, relevant regulatory authorities, pharmaceutical companies,and any other third party using or marketing our products. Any such product liability claims may include allegations of defects in manufacturingor design, negligence, strict liability, a breach of warranties and a failure to warn of dangers inherent in the product.

 

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Ifwe cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limitcommercialization of our products, if approved. Even if we successfully defend ourselves against such product liability claims it couldrequire significant financial and management resources. Regardless of the merits or eventual outcome, product liability claims may resultin:

 

  decreased demand for our products due to negative public perception;
     
  injury to our reputation;
     
  withdrawal of clinical study participants or difficulties in recruiting new study participants;
     
  initiation of investigations by regulators;
     
  costs to defend or settle the related litigation;
     
  diversion of management’s time and our resources;
     
  substantial monetary awards to patients, study participants or subjects;
     
  product recalls, withdrawals or labelling, marketing or promotional restrictions;
     
  loss of revenues from product sales; or
     
  the inability to commercialize any of our products, if approved.

 

Althoughwe will maintain levels of insurance customary for our sector to cover our current and future business operations, any claim that maybe brought against us could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our insuranceor that is in excess of the limits of our insurance coverage. Our insurance policies also have various exclusions, and we may be subjectto a product liability claim for which we have no coverage. In such cases, we would have to pay any amounts awarded by a court or negotiatedin a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain,sufficient capital to pay such amounts.

 

Ifwe or our partners, licensees and subcontractors were unable to obtain and maintain appropriate insurance coverage at an acceptable cost,or to protect ourselves in any way against actions for damages, this would seriously affect the marketing of our products and, more generally,be detrimental to our business, prospects, results of operations or financial condition.

 

Ouremployees, contractors, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliancewith regulatory standards.

 

Weare exposed to the risk of employees, independent contractors, principal investigators, consultants, commercial partners or vendors engagingin fraud or other misconduct. Misconduct could include intentional failures to comply with FDA or EMA regulations or those of other relevantregulatory authorities, to provide accurate information to the FDA, EMA or other relevant regulatory authorities, or to comply with manufacturingstandards we have established.

 

Inparticular, sales, marketing and business arrangements in the life sciences and biotechnology sector are subject to extensive laws andregulations intended to prevent fraud, misconduct, bribery and other abusive practices. These laws and regulations may restrict or prohibita wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements.

 

Employeemisconduct could also involve the improper use of information obtained in the course of clinical studies, which could result in regulatorysanctions and serious harm to our reputation. It is not always possible to identify and deter employee misconduct, and the precautionswe take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protectingus from governmental or relevant regulatory authority investigations or other actions or lawsuits stemming from a failure to be in compliancewith such laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourself or assertingour rights, those actions could have a significant impact on our business, including the imposition of significant fines or other sanctions,and our reputation.

 

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Wemay be vulnerable to disruptions of information technology systems or breaches of data security. We are dependent on information technologysystems and infrastructure to operate our business. In the ordinary course of our business, we collect, store and transmit confidentialinformation, including intellectual property, proprietary business information and personal information. It is important that we do soin a secure manner to maintain confidentiality and integrity of such confidential information. Any failure to do so could adversely affectour business, prospects, results of operation or financial condition.

 

Therelationship of the UK with the EU could impact our ability to operate efficiently in certain jurisdictions or in certain markets.

 

TheUK formally exited the EU on January 31, 2020, which is commonly known as Brexit. Under the terms of its departure, the UK entered atransition period during which it continued to follow all EU rules until December 31, 2020, or the Transition Period. On December 30,2020, the UK and EU signed the Trade and Cooperation Agreement, which includes an agreement on free trade between the two parties.

 

Thereis considerable uncertainty resulting from a lack of precedent and the complexity of the UK and EU’s intertwined legal regimesas to how Brexit (following the Transition Period) will impact the medical devices industry in Europe. Since a significant proportionof the regulatory framework in the UK applicable to our business and product candidates is derived from EU directives and regulations,Brexit could materially impact the regulatory regime with respect to the development, manufacture, importation, approval and commercializationof our product candidates in the UK or the EU. The impact will largely depend on the model and means by which the UK’s relationshipwith the EU is governed post-Brexit and the extent to which the UK chooses to diverge from the EU regulatory framework. For example,following the Transition Period, the UK will no longer be covered by the centralized procedures for obtaining EU-wide marketing authorizationsand our product candidates will therefore require a separate marketing authorization for such products to be marketed in the UK. It isalso unclear as to whether the relevant authorities in the EU and the UK are adequately prepared for the additional administrative burdencaused by Brexit. Any delay in obtaining, or an inability to obtain, any marketing approvals, as a result of Brexit or otherwise, wouldprevent us from, or delay commercialization of, product candidates in the UK and/or the EEA and restrict our ability to generate revenueand achieve and sustain profitability.

 

Ifany of these outcomes occur, we may be forced to restrict or delay efforts to seek regulatory approval in the UK for its product candidates,which could significantly and materially harm our business. There is a degree of uncertainty regarding the overall impact that Brexitwill have on process to obtain regulatory approval in the UK for product candidates.

 

Further,the UK’s withdrawal from the EU has resulted in the relocation of the EMA from the UK to the Netherlands. This relocation has caused,and may continue to cause, disruption in the administrative and medical scientific links between the EMA and the UK Medicines and HealthcareProducts Regulatory Agency, including delays in granting clinical trial authorization or marketing authorization, disruption of importationand export of medical devices, active substance and other components of new drug formulations, and disruption of the supply chain forclinical trial product and final authorized formulations. The cumulative effects of the disruption to the regulatory framework may addconsiderably to the development lead time to marketing authorization and commercialization of product candidates in the EU and/or theUK. Brexit may also result in a reduction of funding to the EMA once the UK no longer makes financial contributions to EU institutions,such as the EMA. If funding to the EMA is so reduced, it could create delays in the EMA issuing regulatory approvals for our productcandidates and, accordingly, have a material adverse effect on our business, financial condition, results of operations or prospects.

 

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RisksRelated to Government Regulation

 

Evenif we complete the necessary clinical trials, we cannot predict when, or if, we will obtain regulatory approval to commercialize ourproduct candidates and whether the approval may be for a narrower indication than we seek.

 

Wecannot commercialize a product candidate until the appropriate regulatory authorities have reviewed and approved the product candidate.The FDA must review and approve any new pharmaceutical product before it can be marketed and sold in the United States. The FDA regulatoryreview and approval process, which includes evaluation of preclinical studies and clinical trials of a product candidate and proposedlabeling, as well as the evaluation of the manufacturing process and manufacturers’ facilities, all of which is lengthy, expensiveand uncertain. To obtain approval, we must, among other things, demonstrate with substantial evidence from well-controlled clinical trialsthat the product candidate is both safe and effective for each indication where approval is sought. Even if our product candidates meetthe FDA’s safety and effectiveness endpoints in clinical trials, the FDA may not complete their review processes in a timely manner,or we may not be able to obtain regulatory approval. The FDA has substantial discretion in the review and approval process and may refuseto file our application for substantive review or may determine after review of our data that our application is insufficient to allowapproval of our product candidates. The FDA may require that we conduct additional preclinical studies, clinical trials or manufacturingvalidation studies and submit that data before it will reconsider our application. Additional delays may result if an FDA Advisory Committeeor other regulatory authority recommends non-approval or restrictions on approval. In addition, we may experience delays or rejectionsbased upon additional government regulation from future legislation or administrative action, or changes in regulatory authority policyduring the period of product development, clinical trials and the review process.

 

TheFDA, EMA or other regulatory authorities also may approve a product candidate for more limited indications than requested or may imposesignificant limitations in the form of narrow indications, warnings or a risk evaluation and mitigation strategy, or REMS. These regulatoryauthorities may require precautions or contraindications with respect to conditions of use or may grant approval subject to the performanceof costly post-marketing clinical trials. In addition, the FDA, EMA or other regulatory authorities may not approve the labeling claimsthat are necessary or desirable for the successful commercialization of our product candidates. Any of the foregoing scenarios couldharm the commercial prospects for our product candidates and negatively impact our business, financial condition, results of operationsand prospects.

 

Delaysin obtaining regulatory approval of our manufacturing process and facility or disruptions in our manufacturing process may delay or disruptour product development and commercialization efforts.

 

Wedo not currently operate manufacturing facilities for clinical or commercial production of our product candidates. Before we can beginto commercially manufacture our product candidates, whether in a third-party facility or in our own facility, if and when established,we must obtain regulatory approval from the FDA for our manufacturing process and facility. A manufacturing authorization must also beobtained from the appropriate European Union regulatory authorities and from other foreign regulatory authorities, as applicable. Inorder to obtain approval, we will need to ensure that all of our processes, methods and equipment are compliant with cGMP, and performextensive audits of vendors, contract laboratories and suppliers. If any of our vendors, contract laboratories or suppliers are foundto be non-compliant with cGMP, we may experience delays or disruptions in manufacturing while we work with these third parties to remedythe violation or while we work to identify suitable replacement vendors. The cGMP requirements govern quality control of the manufacturingprocess and documentation policies and procedures. In complying with cGMP, we will be obligated to expend time, money and effort in production,record keeping and quality control to assure that the product meets applicable specifications and other requirements. If we fail to complywith these requirements, we would be subject to possible regulatory action and may not be permitted to sell any product candidate thatwe may develop.

 

Ifwe or our third-party manufacturers fail to comply with applicable cGMP regulations, the FDA, EMA and other regulatory authorities canimpose regulatory sanctions including, among other things, refusal to approve a pending application for a new product candidate or suspensionor revocation of a pre-existing approval. Such an occurrence may cause our business, financial condition, results of operations and prospectsto be harmed.

 

Additionally,if the supply of our products from our third-party manufacturers to us is interrupted for any reason, including due to regulatory requirementsor actions (including recalls), adverse financial developments at or affecting the supplier, failure by the supplier to comply with cGMPrequirements, contamination, business interruptions or labor shortages or disputes, there could be a significant disruption in commercialsupply of our products. We do not currently have a backup manufacturer of our product candidate supply for clinical trials or commercialsale. An alternative manufacturer would need to be qualified through a supplement to its regulatory filing, which could result in furtherdelays. The regulatory authorities also may require additional clinical trials if a new manufacturer is relied upon for commercial production.Switching manufacturers may involve substantial costs and could result in a delay in our desired clinical and commercial timelines.

 

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Ifour competitors are able to obtain orphan drug exclusivity for products that constitute the same drug and treat the same indicationsas our product candidates, we may not be able to have competing products approved by applicable regulatory authorities for a significantperiod of time. In addition, even if we obtain orphan drug exclusivity for any of our products, such exclusivity may not protect us fromcompetition.

 

Regulatoryauthorities in some jurisdictions, including the United States and the European Union, may designate products for relatively small patientpopulations as orphan drugs. Under the Orphan Drug Act of 1983, the FDA may designate a product candidate as an orphan drug if it isintended to treat a rare disease or condition, which is generally defined as having a patient population of fewer than 200,000 individualsin the United States, or a patient population greater than 200,000 in the United States where there is no reasonable expectation thatthe cost of developing the drug will be recovered from sales in the United States. In the United States, orphan drug designation entitlesa party to financial incentives such as opportunities for grant funding towards clinical trial costs, tax advantages and user-fee waivers.In the European Union, the EMA’s Committee for Orphan Medicinal Products grants orphan drug designation to promote the developmentof products that are intended for the diagnosis, prevention or treatment of a life-threatening or chronically debilitating conditionaffecting not more than five in 10,000 persons in the European Union. Additionally, orphan drug designation is granted for products intendedfor the diagnosis, prevention or treatment of a life-threatening, seriously debilitating or serious and chronic condition and when, withoutincentives, it is unlikely that sales of the drug in the European Union would be sufficient to justify the necessary investment in developingthe drug or biologic product. In Europe, orphan drug designation entitles a party to a number of incentives, such as protocol assistanceand scientific advice specifically for designated orphan medicines, and potential fee reductions depending on the status of the sponsor.

 

Thedesignation as an orphan product does not guarantee that any regulatory agency will accelerate regulatory review of, or ultimately approve,that product candidate, nor does it limit the ability of any regulatory agency to grant orphan drug designation to product candidatesof other companies that treat the same indications as our product candidates prior to our product candidates receiving exclusive marketingapproval.

 

Generally,if a product candidate with an orphan drug designation receives the first marketing approval for the indication for which it has suchdesignation, the product is entitled to a period of marketing exclusivity, which precludes the FDA or the EMA from approving anothermarketing application for a product that constitutes the same drug treating the same indication for that marketing exclusivity period,except in limited circumstances. If another sponsor receives such approval before we do (regardless of our orphan drug designation),we will be precluded from receiving marketing approval for our product for the applicable exclusivity period. The applicable period isseven years in the United States and 10 years in the European Union. The exclusivity period in the European Union can be reduced to sixyears if a product no longer meets the criteria for orphan drug designation or if the product is sufficiently profitable so that marketexclusivity is no longer justified. Orphan drug exclusivity may be revoked if any regulatory agency determines that the request for designationwas materially defective or if the manufacturer is unable to assure sufficient quantity of the product to meet the needs of patientswith the rare disease or condition.

 

Evenif we obtain orphan drug exclusivity for a product candidate, that exclusivity may not effectively protect the product candidate fromcompetition because different drugs can be approved for the same condition. In the United States, even after an orphan drug is approved,the FDA may subsequently approve another drug for the same condition if the FDA concludes that the latter drug is not the same drug oris clinically superior in that it is shown to be safer, more effective or makes a major contribution to patient care. In the EuropeanUnion, marketing authorization may be granted to a similar medicinal product for the same orphan indication if:

 

  the second applicant can establish in its application that its medicinal product, although similar to the orphan medicinal product already authorized, is safer, more effective or otherwise clinically superior;
     
  the holder of the marketing authorization for the original orphan medicinal product consents to a second orphan medicinal product application; or

 

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  the holder of the marketing authorization for the original orphan medicinal product cannot supply sufficient quantities of orphan medicinal product.

 

Evenif we obtain regulatory approval for a product candidate, our product candidates will remain subject to regulatory oversight.

 

Evenif we obtain regulatory approval for our product candidates, they will be subject to ongoing regulatory requirements for manufacturing,labeling, packaging, storage, advertising, promotion, sampling, record-keeping and submission of safety and other post-market information.Any regulatory approvals that we receive for our product candidates may also be subject to limitations on the approved indicated usesfor which the product may be marketed or to the conditions of approval, or contain requirements for potentially costly post-marketingtesting, including Phase 4 clinical trials, and surveillance to monitor the quality, safety and clinical effectiveness of the product.

 

Someof our product candidates are classified as biologics in the United States, and therefore, can only be sold if we obtain a biologicslicense application, or BLA, from the FDA. The holder of an approved BLA also must submit new or supplemental applications and obtainFDA approval for certain changes to the approved product, product labeling or manufacturing process. In addition, the holder of a BLAapproval must comply with the FDA’s advertising and promotion requirements, such as those related to the prohibition on promotingproducts for uses or in patient populations that are not described in the product’s approved labeling (known as “off-labeluse”). Advertising and promotional materials must comply with FDA rules and are subject to FDA review, in addition to other potentiallyapplicable federal and state laws.

 

Inaddition, product manufacturers and their facilities are subject to payment of user fees and continual review and periodic inspectionsby the FDA and other regulatory authorities for compliance with cGMP requirements and adherence to commitments made in the BLA or foreignmarketing application. If we, or a regulatory authority, discover previously unknown problems with a product, such as adverse eventsof unanticipated severity or frequency, or problems with the facility where the product is manufactured or if a regulatory authoritydisagrees with the promotion, marketing or labeling of that product (in addition to our being obligated as holder of a BLA to monitorand report adverse events and any failure of a product to meet the BLA specifications), a regulatory authority may impose restrictionsrelative to that product, the manufacturing facility or us, including requiring recall or withdrawal of the product from the market orsuspension of manufacturing.

 

Ifwe fail to comply with applicable regulatory requirements following approval of our product candidates, a regulatory or enforcement authoritymay:

 

  issue a warning letter asserting that we are in violation of the law;
     
  seek an injunction or impose administrative, civil or criminal penalties or monetary fines;
     
  suspend or withdraw regulatory approval;
     
  suspend any ongoing clinical trials;
     
  refuse to approve a pending BLA or comparable foreign marketing application (or any supplements thereto) submitted by us or our strategic partners;
     
  restrict the marketing or manufacturing of the product;
     
  seize or detain the product or otherwise require the withdrawal of the product from the market;
     
  refuse to permit the import or export of the product; or
     
  refuse to allow us to enter into supply contracts, including government contracts.

 

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Anygovernment investigation of alleged violations of law could require us to expend significant time and resources in response and couldgenerate negative publicity. The occurrence of any event or penalty described above may inhibit our ability to commercialize our productcandidates and adversely affect our business, financial condition, results of operations and prospects.

 

Inaddition, the FDA’s policies, and those of the EMA and other regulatory authorities, may change and additional government regulationsmay be enacted that could prevent, limit or delay regulatory approval of our product candidates. We cannot predict the likelihood, natureor extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad.If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are notable to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustainprofitability, which would negatively impact our business, financial condition, results of operations and prospects.

 

Evenif we obtain and maintain approval for our product candidates in a major pharmaceutical market such as the United States, we may neverobtain approval for our product candidates in other major markets.

 

Inorder to market any products in a country or territory, we must establish and comply with numerous and varying regulatory requirementsof such countries or territories regarding safety and effectiveness. Clinical trials conducted in one country may not be accepted byregulatory authorities in other countries, and regulatory approval in one country does not mean that regulatory approval will be obtainedin any other country. Approval procedures vary among countries and can involve additional product testing and validation and additionaladministrative review periods. Seeking regulatory approvals in all major markets could result in significant delays, difficulties andcosts for us and may require additional preclinical studies or clinical trials, which would be costly and time consuming. Regulatoryrequirements can vary widely from country to country and could delay or prevent the introduction of our product candidates in those countries.For example, in many jurisdictions outside of the United States, a product candidate must be approved for reimbursement before it canbe approved for sale in that jurisdiction. In some cases, the price that we intend to charge for our products would also be subject toapproval. Satisfying these and other regulatory requirements is costly, time-consuming, uncertain and subject to unanticipated delays.In addition, our failure to obtain regulatory approval in any country may delay or have negative effects on the process for regulatoryapproval in other countries. We currently do not have any product candidates approved for sale in any jurisdiction, whether in the UnitedStates, Europe or any other international markets, and we do not have experience in obtaining regulatory approval in international markets.If we fail to comply with regulatory requirements in international markets or to obtain and maintain required approvals, our target marketwill be reduced and our ability to realize the full market potential of our product candidates will be compromised.

 

Wemay seek a conditional marketing authorization in Europe for some or all of our current product candidates, but we may not be able toobtain or maintain such designation.

 

Aspart of its marketing authorization process, the EMA may grant marketing authorizations for certain categories of medicinal productson the basis of less complete data than is normally required, when doing so may meet unmet medical needs of patients and serve the interestof public health. In such cases, it is possible for the Committee for Medicinal Products for Human Use, or CHMP, to recommend the grantingof a marketing authorization, subject to certain specific obligations to be reviewed annually, which is referred to as a conditionalmarketing authorization.

 

Thismay apply to medicinal products for human use that fall under the jurisdiction of the EMA, including those that aim at the treatment,the prevention, or the medical diagnosis of seriously debilitating or life-threatening diseases and those designated as orphan medicinalproducts.

 

Aconditional marketing authorization may be granted when the CHMP finds that, although comprehensive clinical data referring to the safetyand therapeutic utility of the medicinal product have not been supplied, all the following requirements are met:

 

  the risk-benefit balance of the medicinal product is positive;
     
  it is likely that the applicant will be in a position to provide the comprehensive clinical data;
     
  unmet medical needs will be fulfilled; and
     
  the benefit to public health of the immediate availability on the market of the medicinal product concerned outweighs the risk inherent in the fact that additional data is still required.

 

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Thegranting of a conditional marketing authorization is restricted to situations in which only the clinical part of the application is notyet fully complete. Incomplete preclinical or quality data may only be accepted if duly justified and only in the case of a product intendedto be used in emergency situations in response to public health threats. Conditional marketing authorizations are valid for one year,on a renewable basis. The holder will be required to complete ongoing trials or to conduct new trials with a view to confirming thatthe benefit-risk balance is positive. In addition, specific obligations may be imposed in relation to the collection of pharmacovigilancedata.

 

Grantinga conditional marketing authorization allows medicines to reach patients with unmet medical needs earlier than might otherwise be thecase and will ensure that additional data on a product is generated, submitted, assessed and acted upon.

 

Healthcarelegislative reform measures may have a negative impact on our business and results of operations.

 

Inthe United States and some foreign jurisdictions, there have been, and continue to be, several legislative and regulatory changes andproposed changes regarding the healthcare system that could prevent or delay marketing approval of our product candidates, restrict orregulate post-approval activities and affect our ability to profitably sell any product candidates for which we obtain marketing approval.

 

Inthe United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003, or the MMA, changed the way Medicare coversand pays for pharmaceutical products. The MMA expanded Medicare coverage for outpatient drug purchases by adding a new Medicare PartD program and introduced a new reimbursement methodology based on average sales prices for Medicare Part B physician-administered drugs.In addition, the MMA authorized Medicare Part D prescription drug plans to limit the number of drugs that will be covered in any therapeuticclass in their formularies. The MMA’s cost reduction initiatives and other provisions could decrease the coverage and price thatwe receive for any approved products. While the MMA applies only to drug benefits for Medicare beneficiaries, private payors often followMedicare coverage policy and payment limitations in setting their own reimbursement rates. Therefore, any reduction in reimbursementthat results from the MMA may result in a similar reduction in payments from private payors. Similar regulations or reimbursement policiesmay be enacted in international markets, which could similarly impact our business.

 

InMarch 2010, the PPACA (as amended by the Health Care and Education Reconciliation Act of 2010) was passed, which substantially changesthe way healthcare is financed by both the government and private insurers, and significantly impacts the U.S. pharmaceutical industry.The PPACA, among other things: (i) addresses a new methodology by which rebates owed by manufacturers under the Medicaid Drug RebateProgram are calculated for drugs that are inhaled, infused, instilled, implanted or injected; (ii) increases the minimum Medicaid rebatesowed by manufacturers under the Medicaid Drug Rebate Program and extends the rebate program to individuals enrolled in Medicaid managedcare organizations; (iii) establishes annual fees and taxes on manufacturers of certain branded prescription drugs; (iv) expands theavailability of lower pricing under the 340B drug pricing program by adding new entities to the program; and (v) establishes a new MedicarePart D coverage gap discount program, in which manufacturers must agree to offer 50% point-of-sale discounts off negotiated prices ofapplicable brand drugs to eligible beneficiaries during their coverage gap period, as a condition for the manufacturer’s outpatientdrugs to be covered under Medicare Part D. Additionally, in the United States, the Biologics Price Competition and Innovation Act of2009 created an abbreviated approval pathway for biologic products that are demonstrated to be biosimilar or “interchangeable”with an FDA-approved biologic product. This new pathway could allow competitors to reference data from biologic products already approvedafter 12 years from the time of approval. This could expose us to potential competition by lower-cost biosimilars even if we commercializea product candidate faster than our competitors. Moreover, the creation of this abbreviated approval pathway does not preclude or delaya third party from pursuing approval of a competitive product candidate via the traditional approval pathway based on their own clinicaltrial data.

 

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Additionalchanges that may affect our business include those changes governing enrollment in federal healthcare programs, reimbursement changes,rules regarding prescription drug benefits under the health insurance exchanges and fraud and abuse and enforcement. Continued implementationof the PPACA and the passage of additional laws and regulations may result in the expansion of new programs such as Medicare paymentfor performance initiatives, and may impact existing government healthcare programs, such as by improving the physician quality reportingsystem and feedback program.

 

Foreach state that does not choose to expand its Medicaid program, there likely will be fewer insured patients overall, which could impactthe sales, business and financial condition of manufacturers of branded prescription drugs. Where patients receive insurance coverageunder any of the new options made available through the PPACA, manufacturers may be required to pay Medicaid rebates on that resultingdrug utilization. The U.S. federal government also has announced delays in the implementation of key provisions of the PPACA. The implicationsof these delays for our and our potential partners’ business and financial condition, if any, are not yet clear.

 

Inaddition, there have been judicial and congressional challenges to certain aspects of the PPACA, and we expect the current administrationand Congress will likely continue to seek legislative and regulatory changes, including repeal and replacement of certain provisionsof the PPACA. In January 2017, President Trump signed an Executive Order directing federal agencies with authorities and responsibilitiesunder the PPACA to waive, defer, grant exemptions from, or delay the implementation of any provision of the PPACA that would impose afiscal or regulatory burden on states, individuals, healthcare providers, health insurers, or manufacturers of pharmaceuticals or medicaldevices. More recently, the U.S. House of Representatives passed legislation known as the American Health Care Act of 2017, and SenateRepublicans have released a draft bill known as the Better Care Reconciliation Act of 2017, each of which would repeal certain aspectsof the PPACA if ultimately enacted. The prospects for enactment of these legislative initiatives remain uncertain. Further, Congressalso could consider other legislation to replace elements of the PPACA. We cannot know how efforts to repeal and replace the PPACA orany future healthcare reform legislation will impact our business.

 

Weexpect that the PPACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coveragecriteria and in additional downward pressure on the price that we receive for any approved product. Any reduction in reimbursement fromMedicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containmentmeasures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our products.

 

TheDepartment of Health and Human Services Office of Inspector General issued final regulations on November 30, 2020 to eliminate safe harborprotection under the anti-kickback statute for drug price reductions that pharmaceutical manufacturers pay to Medicare and Medicaid plansponsors and their pharmacy benefit managers. The proposal reflects a clear intent to substantially alter many of the current drug discountand services compensation practices among pharmaceutical manufacturers and Medicare and Medicaid managed care organizations and theirpharmacy benefit managers. The proposal also reflects a skepticism that current drug discount and compensation practices among manufacturersand pharmacy benefit managers are sufficiently transparent to health plans to ensure that all appropriate cost reductions and value ispassed through to health plans and reflected in lower health plans costs and lower premiums for beneficiaries. The Biden Administrationhas delayed the effective date of this rule until January 1, 2023, and a lawsuit initiated by the Pharmaceutical Care Management Administrationhas challenged this final rule. If the regulation becomes effective it could result in lower prices for pharmaceutical products in general.

 

TheCenters for Medicare and Medicaid Services issued an interim final rule on November 20, 2020 that would tie prices for certain drugsunder Medicare Part B to the lowest price for those drugs available in certain countries that are members of the Organization for EconomicCo-operation and Development. This “most favored nation” drug pricing rule is also the subject of lawsuits, and a federalcourt has placed an injunction on the implementation of the rule. This rule, if finalized, could also result in lower prices for pharmaceuticalproducts in general.

 

TheBiden Administration will have the opportunity to address these regulations as well as drug pricing, health care access, and other healthcare reform issues. Any further legislative or administrative action to reduce reimbursement or health benefits to beneficiaries underthe Medicare or Medicaid program could affect the payment we could collect from sale of any product in the United States.

 

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Weexpect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amountsthat federal and state governments will pay for healthcare products and services, which could result in reduced demand for our productcandidates or additional pricing pressures.

 

Weare subject to stringent and changing privacy laws, regulations and standards as well as contractual obligations related to data privacyand security. Our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant finesand liability, or otherwise adversely affect our business

orprospects.

 

Weare subject to data privacy and protection laws, regulations, policies and contractual obligations that apply to the collection, transmission,storage, processing and use of personal information or personal data, which among other things, impose certain requirements relatingto the privacy, security and transmission of personal information.

 

Thelegislative and regulatory landscape for privacy and data protection continues to evolve in jurisdictions worldwide, and there has beenan increasing focus on privacy and data protection issues with the potential to affect our business. Failure to comply with laws, regulationsand other obligations governing personal information could result in enforcement actions against us, including fines, imprisonment ofcompany officials and public censure, processing penalties, claims for damages by affected individuals, damage to our reputation andloss of goodwill, any of which could have a material adverse effect on our business, financial condition, results of operations or prospects.

 

Theregulatory framework for the collection, use, retention, safeguarding, disclosure, sharing, transfer and other processing of personalinformation worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Globally, virtually every jurisdictionin which we operate has established its own data security and privacy frameworks with which we must comply. For example, the collection,use, disclosure, transfer or other processing of personal data regarding individuals in the European Union, including personal healthdata, is subject to the European Union General Data Protection Regulation (EU) 2016/679, or the GDPR, which took effect across all memberstates of the European Union, or EU, in May 2018 and similar legislation in the United Kingdom. The GDPR is wide-ranging in scope andimposes numerous requirements on companies that process personal data, including requirements relating to processing health and othersensitive data, obtaining consent of the individuals to whom the personal data relates, establishing a legal basis for processing, providinginformation to individuals regarding data processing activities, implementing safeguards to protect the security and confidentialityof personal data that requires the adoption of administrative, physical and technical safeguards, providing notification of data breachesto appropriate data protection authorities or data subjects, establishing means for data subjects to exercise rights in relation to theirpersonal data and taking certain measures when engaging third-party processors. The GDPR increases our obligations with respect to clinicaltrials conducted in the EU by expanding the definition of personal data to include coded data and requiring changes to informed consentpractices and more detailed notices for clinical trial subjects and investigators. In addition, the GDPR also imposes strict rules onthe transfer of personal data to countries outside the European Economic Area, or EEA, including the United States and, as a result,increases the scrutiny for transfers of personal data from clinical trial sites located in the EU to the United States. The United Kingdomand Switzerland have adopted similar restrictions.

 

Further,Brexit and ongoing developments in the United Kingdom have created uncertainty with regard to data protection regulation in the UnitedKingdom.

 

Privacyand data security requirements are also either in place or underway in the United States. There are a broad variety of data protectionlaws that may be applicable to our activities, and a range of enforcement agencies at both the state and federal levels that can reviewcompanies for privacy and data security concerns based on general consumer protection laws. The Federal Trade Commission and state attorneysgeneral can all be aggressive in reviewing privacy and data security protections for consumers. New laws also are being considered orhave been implemented at both the state and federal levels. For example, the California Consumer Privacy Act of 2018, or the CCPA, whichbecame effective on January 1, 2020, requires companies that process information on California residents to make new disclosures to consumersabout their data collection, use and sharing practices, provides such individuals with new data privacy rights (including the abilityto opt out of certain disclosures of personal information), imposes new operational requirements for covered businesses, provides a privateright of action for data breaches and creates a statutory damages framework. Virginia became the second state to adopt a comprehensiveprivacy legislation on March 2, 2021 with enactment of the Virginia Consumer Data Protection Act. Many other states are considering similarlegislation, and a broad range of legislative measures also have been introduced at the federal level. Although there are limited exemptionsfor clinical trial data under the CCPA, the CCPA and other similar laws could impact our business activities depending on how it is interpretedand exemplifies the vulnerability of our business to the evolving regulatory environment related to personal data.

 

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Additionally,regulations promulgated pursuant to the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended, establishprivacy and security standards that limit the use and disclosure of individually identifiable health information, or protected healthinformation, and require the implementation of administrative, physical and technological safeguards to protect the privacy of protectedhealth information and ensure the confidentiality, integrity and availability of electronic protected health information. These provisionsmay be applicable to our business or that of our collaborators, service providers, contractors or consultants. Determining whether protectedhealth information has been handled in compliance with applicable privacy standards and our contractual obligations can be complex andmay be subject to changing interpretation. If we are unable to properly protect the privacy and security of protected health information,we could be found to have violated these privacy and security laws and/or breached certain contracts with our business partners (includingas a business associate). Further, if we fail to comply with applicable privacy laws, such as, to the extent applicable, HIPAA privacyand security standards, we could face significant civil and criminal penalties. In the United States, the Department of Health and HumanServices’ and state attorney’s general enforcement activity can result in financial liability and reputational harm, andresponses to such enforcement activity can consume significant internal resources. In addition, state attorneys general are authorizedto bring civil actions seeking either injunctions or damages in response to violations that threaten the privacy of state residents.We cannot be sure how these regulations will be interpreted, enforced or applied to our operations. In addition to the risks associatedwith enforcement activities and potential contractual liabilities, our ongoing efforts to comply with evolving laws and regulations atthe federal and state level may be costly and require ongoing modifications to our policies, procedures and systems.

 

Giventhe breadth and depth of changes in data protection obligations, preparing for and complying with the GDPR, CCPA and similar laws’requirements are rigorous and time-intensive and require significant resources and a review of our technologies, systems and practices,as well as those of any third-party collaborators, service providers, contractors or consultants that process or transfer personal data.Changes involving the GDPR, CCPA or other laws or regulations associated with the enhanced protection of certain types of sensitive data,such as healthcare data or other personal information from our clinical trials, could require us to change our business practices andput in place additional compliance mechanisms, may interrupt or delay our development, regulatory and commercialization activities andincrease our cost of doing business, and could expose us to government enforcement actions, regulatory investigations, private litigationand significant fines, penalties and remediation costs and could have a material adverse effect on our business, financial conditionor results of operations. Additionally, any failure by our third-party collaborators, service providers, contractors or consultants tocomply with applicable law, regulations or contractual obligations related to data privacy or security could result in proceedings againstus by governmental entities or others, fines, reputational harm and other liabilities.

 

Wemay publish privacy policies and other documentation regarding our collection, processing, use and disclosure of personal informationand/or other confidential information. Although we endeavor to comply with our published policies and other documentation, we may attimes fail to do so or may be perceived to have failed to do so. Moreover, despite our efforts, we may not be successful in achievingcompliance if our employees or vendors fail to comply with our published policies and documentation. Such failures can subject us topotential foreign, local, state and federal action if they are found to be deceptive, unfair, or misrepresentative of our actual practices.Moreover, subjects about whom we or our partners obtain information, as well as the providers who share this information with us, maycontractually limit our ability to use and disclose the information. Claims that we have violated individuals’ privacy rights orfailed to comply with data protection laws or applicable privacy notices even if we are not found liable, could be expensive and time-consumingto defend and could result in adverse publicity that could harm our business.

 

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Itis possible that new and existing laws may be interpreted and applied in a manner that is inconsistent with our practices and our effortsto comply with the evolving data protection rules may be unsuccessful. If so, this could result in government-imposed fines, or penaltiesor orders requiring that we change our practices, which could adversely affect our business. We must devote significant resources tounderstanding and complying with this changing landscape. Failure to comply with federal, state and foreign laws regarding privacy andsecurity of personal information could expose us to government-imposed fines and penalties under such laws, penalties or orders requiringthat we change our practices, claims for damages or other liabilities, regulatory investigations and enforcement actions, litigationand significant costs for remediation, reputational harm, diminished profits and earnings, additional reporting requirements and/or oversight,any of which could adversely affect our business, our results of operations or prospects. We also face a threat of consumer class actionsrelated to these laws and the overall protection of personal data. Even if we are not determined to have violated these laws, governmentinvestigations into these issues typically require the expenditure of significant resources and generate negative publicity. Any of theforegoing could have a materially adverse effect on our reputation and our business, financial condition, results of operations or prospects.

 

Weare subject to the U.K. Bribery Act, the U.S. Foreign Corrupt Practices Act and other anti-corruption laws, as well as export controllaws, import and customs laws, trade and economic sanctions laws and other laws governing our operations.

 

Ouroperations are subject to anti-corruption laws, including the U.K. Bribery Act 2010, or the U.K. Bribery Act, the U.S. Foreign CorruptPractices Act of 1977, or the FCPA, the U.S. domestic bribery statute contained in 18 §201, the U.S. Travel Act, and other anti-corruptionlaws that apply in countries where we do business. The U.K. Bribery Act, the FCPA and these other laws generally prohibit us and ouremployees and intermediaries from authorizing, promising, offering, or providing, directly or indirectly, improper or prohibited payments,or anything else of value, to government officials or other persons to obtain or retain business or gain some other business advantage.Under the U.K. Bribery Act, we may also be liable for failing to prevent a person associated with us from committing a bribery offense.We and our commercial partners operate in a number of jurisdictions that pose a high risk of potential U.K. Bribery Act or FCPA violations,and we participate in collaborations and relationships with third parties whose corrupt or illegal activities could potentially subjectus to liability under the U.K. Bribery Act, FCPA or local anti-corruption laws, even if we do not explicitly authorize or have actualknowledge of such activities. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which ourinternational operations might be subject or the manner in which existing laws might be administered or interpreted.

 

Weare also subject to other laws and regulations governing our international operations, including regulations administered by the governmentsof the United Kingdom and the United States, and authorities in the European Union, including applicable export control regulations,economic sanctions and embargoes on certain countries and persons, anti-money laundering laws, import and customs requirements and currencyexchange regulations, collectively referred to as the Trade Control laws.

 

Thereis no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws, including theU.K. Bribery Act, the FCPA or other legal requirements, including Trade Control laws. If we are not in compliance with the U.K. BriberyAct, the FCPA and other anti-corruption laws or Trade Control laws, we may be subject to criminal and civil penalties, disgorgement andother sanctions and remedial measures, and legal expenses, which could have an adverse impact on our business, financial condition, resultsof operations and liquidity. Likewise, any investigation of any potential violations of the U.K. Bribery Act, the FCPA, other anti-corruptionlaws or Trade Control laws by United Kingdom, United States or other authorities could also have an adverse impact on our reputation,our business, results of operations and financial condition.

 

Ourrelationships with customers, physicians and third-party payors will be subject, directly or indirectly, to federal and state healthcarefraud and abuse laws, false claims laws, health information privacy and security laws and other healthcare laws and regulations. If weare found in violation of these laws and regulations, we may be required to pay a penalty or be suspended from participation in federalor state healthcare programs, which may adversely affect our business, financial condition and results of operations.

 

Ifwe obtain FDA approval for our product candidates and begin commercializing them in the United States, our operations will be directly,or indirectly through our prescribers, customers and purchasers, subject to various federal and state fraud and abuse laws and regulations,including, without limitation, the federal Anti-Kickback Statute, the federal civil and criminal false claims laws and Physician PaymentsSunshine Act of 2010 and regulations. These laws will impact, among other things, our proposed sales, marketing and educational programs.In addition, we may be subject to patient privacy laws by both the U.S. federal government and the states in which we conduct our business.The laws that will affect our operations include, but are not limited to:

 

  the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, in return for either the referral of an individual, or the purchase, leasing, furnishing or arranging for the purchase, lease or order of a good, facility, item or service reimbursable under a federal healthcare program, such as the Medicare and Medicaid programs. This statute has been interpreted to apply to arrangements between pharmaceutical manufacturers on the one hand, and prescribers, purchasers and formulary managers on the other. The PPACA amended the intent requirement of the federal Anti-Kickback Statute, such that a person or entity no longer needs to have actual knowledge of this statute or specific intent to violate it;

 

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  federal civil and criminal false claims laws and civil monetary penalty laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment or approval from Medicare, Medicaid or other government payors that are false or fraudulent. The PPACA provides, and recent government cases against pharmaceutical and medical device manufacturers support the view that federal Anti-Kickback Statute violations and certain marketing practices, including off-label promotion, may implicate the False Claims Act of 1863;
     
  the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit, among other things, a person from knowingly and willfully executing a scheme or from making false or fraudulent statements to defraud any healthcare benefit program, regardless of the payor (e.g., public or private);
     
  HIPAA (as amended by the Health Information Technology for Economic and Clinical Health Act of 2009), and their implementing regulations, which impose certain requirements relating to the privacy, security and transmission of individually identifiable health information without appropriate authorization by entities subject to the rule, such as health plans, health care clearinghouses and health care providers, and their respective business associates that perform certain functions or activities that involve the use or disclosure of protected health information on their behalf;
     
  federal transparency laws, including the federal Physician Payment Sunshine Act, that require certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, with specific exceptions, to report annually to the CMS information related to: (i) payments or other “transfers of value” made to physicians and teaching hospitals and (ii) ownership and investment interests held by physicians and their immediate family members;
     
  federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and
     
  state and foreign law equivalents of each of the above federal laws, state and local laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures, and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

 

Effortsto ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involvesubstantial costs. Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, itis possible that some of our business activities could be subject to challenge under one or more of such laws. It is possible that governmentalauthorities will conclude that our business practices may not comply with current or future statutes, regulations or case law involvingapplicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of these lawsor any other governmental regulations that may apply to us, we may be subject to significant criminal, civil and administrative sanctionsincluding monetary penalties, damages, fines, disgorgement, individual imprisonment, and exclusion from participation in government fundedhealthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporateintegrity agreement or similar agreement to resolve allegations of non-compliance with these laws, reputational harm, and we may be requiredto curtail or restructure our operations, any of which could adversely affect our ability to operate our business and our results ofoperations.

 

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Therisk of our being found in violation of these laws is increased by the fact that many of them have not been fully interpreted by theregulatory authorities or the courts, and their provisions are open to a variety of interpretations. Any action against us for violationof these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’sattention from the operation of our business. The shifting compliance environment and the need to build and maintain robust and expandablesystems to comply with multiple jurisdictions with different compliance and/or reporting requirements increases the possibility thata healthcare company may run afoul of one or more of the requirements.

 

Ifwe fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incursubstantial costs.

 

Weare subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and thegeneration, handling, use, storage, treatment, manufacture, transportation and disposal of, and exposure to, hazardous materials andwastes, as well as laws and regulations relating to occupational health and safety. We contract with third parties that conduct operationson our behalf that involve the use of hazardous and flammable materials, including chemicals and biologic materials. Our contractorsalso produce and dispose of hazardous waste products. We cannot eliminate the risk of contamination or injury from these materials. Inthe event of contamination or injury resulting from our contractors’ use of hazardous materials, we could be held liable for anyresulting damages and any liability could exceed our resources, and our clinical trials or regulatory approvals could be suspended. Wealso could incur significant costs associated with civil or criminal fines and penalties. Our third-party contractors may not carry specificbiological or hazardous waste insurance coverage, and their property, casualty and general liability insurance policies specificallyexclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination.

 

Althoughwe maintain workers’ compensation insurance for certain costs and expenses that we may incur due to injuries to our employees resultingfrom the use of hazardous materials or other work-related injuries, this insurance may not provide adequate coverage against potentialliabilities. We do not maintain insurance for toxic tort claims that may be asserted against us in connection with our storage or disposalof biologic, hazardous or radioactive materials.

 

Inaddition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations,which have tended to become more stringent over time. These current or future laws and regulations may impair our research, developmentor production efforts. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctionsor liabilities, which could adversely affect our business, financial condition, results of operations and prospects.

 

Computersystem failures, cyber-attacks or deficiencies in our or related parties’ cyber security could result in a material disruptionof our product development programs, compromise sensitive information related to our business or trigger contractual and legal obligations,any of which could potentially expose us to liability or reputational harm or otherwise adversely affect our business and financial results.

 

Wehave implemented our security measures designed to protect the information (including but not limited to intellectual property, proprietarybusiness information and personal information) in our possession, custody or control. Our internal computer systems and those of currentand future third parties (such as vendors, CROs, collaborators or others) on which we rely may fail and are vulnerable to breakdown,breach, interruption or damage from computer viruses, computer hackers, malicious code, employee error or malfeasance, theft or misuse,denial-of-service attacks, sophisticated nation-state and nation-state-supported actors, unauthorized access, natural disasters, terrorism,war, telecommunication and electrical failures or other compromise. Despite our security practices, there is a risk that we may be subjectto phishing and other cyberattacks in the future. The risk of a security breach or disruption, particularly through cyber-attacks orcyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensityand sophistication of attempted attacks and intrusions from around the world have increased.

 

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Wemay not be able to anticipate all types of security threats, and we may not be able to implement preventive measures effective againstall such security threats. The techniques used by cyber criminals change frequently, may not be recognized until launched, and can originatefrom a wide variety of sources, including outside groups such as external service providers, organized crime affiliates, terrorist organizationsor hostile foreign governments or agencies. Our information technology and other internal infrastructure systems, including corporatefirewalls, servers, leased lines and connection to the Internet, face the risk of systemic failure that could disrupt our operations.If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our developmentprograms and our business operations. For example, the loss of clinical trial data from completed or future clinical trials could resultin delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. Likewise, we relyon third parties for the manufacture of our product candidates or any future product candidates and to conduct clinical trials, and similarevents relating to their computer systems could also have a material adverse effect on our business.

 

Tothe extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriateuse, disclosure of or access to confidential or proprietary information, we could incur liability, our competitive position could beharmed and the further development and commercialization of our product candidates or any future product candidates could be hinderedor delayed. If we were to experience a significant cybersecurity breach of our information systems or data, the costs associated withthe investigation, remediation and potential notification of the breach to counterparties, data subjects, regulators or others couldbe material. In addition, our remediation efforts may not be successful. Moreover, if the information technology systems of our vendors,CROs, collaborators or other contractors or consultants become subject to disruptions or security breaches, we may have insufficientrecourse against such third parties and we may have to expend significant resources to mitigate the impact of such an event, and to developand implement protections to prevent future events of this nature from occurring. If we do not allocate and effectively manage the resourcesnecessary to build and sustain the proper technology and cybersecurity infrastructure, we could suffer significant business disruption,including transaction errors, supply chain or manufacturing interruptions, processing inefficiencies, data loss or the loss of or damageto intellectual property or other proprietary information. Furthermore, any such event that leads to unauthorized access, use, or disclosureof personal information, including personal information regarding clinical trial participants or employees, could harm our reputation,compel us to comply with federal and/or state breach notification laws and foreign law equivalents, cause us to breach our contractualobligations, subject us to mandatory corrective action, and otherwise subject us to liability under laws, regulations and contracts thatprotect the privacy and security of personal information, which could result in significant legal and financial exposure and reputationaldamages. As cyber threats continue to evolve, we may be required to incur significant additional expenses in order to enhance our protectivemeasures or to remediate any information security vulnerability.

 

Thefinancial exposure from the events referenced above could either not be insured against or not be fully covered through any insurancethat we maintain. There can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or wouldotherwise protect us from liabilities or damages as a result of the events referenced above.

 

Inaddition, in response to the ongoing COVID-19 pandemic, varying parts of our workforce are currently working remotely on a part- or full-timebasis. This could increase our cyber security risk, create data accessibility concerns, and make us more susceptible to communicationdisruptions. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations orprospects.

 

RisksRelated to the Ownership of Our Securities

 

Holdersof our ADSs may experience substantial dilution upon the exercise of outstanding options, warrants and convertible loan notes.

 

As of November 30, 2022,there were 81,820,000 ordinary shares issuable upon the exercise of share options at exercise prices of between $0.054and $0.188 per ordinary share of which 24,375,000 ordinary shares are currently exercisable and 57,445,000 are exercisablebetween January 6, 2023 and January 31, 2032. In addition, there were 35,909,090 ordinary shares that currently may be issued upon theexercise of warrants to purchase ordinary shares at exercise prices of between $0.033 and $0.054 per ordinary share. Theexercise of such options and warrants will result in dilution of your investment. As a result of this dilution, you may receive significantlyless than the full purchase price you paid for our securities in the event of liquidation.

 

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Holdersof our ADSs have fewer rights than our shareholders and must act through the depositary to exercise their rights.

 

Holdersof our ADSs do not have the same rights as our shareholders and may only exercise their voting rights with respect to the underlyingordinary shares in accordance with the provisions of the deposit agreement. Holders of the ADSs will appoint the depositary or its nomineeas their representative to exercise the voting rights attaching to the ordinary shares represented by the ADSs. When a general meetingis convened, if you hold ADSs, you may not receive sufficient notice of a shareholders’ meeting to permit you to withdraw the ordinaryshares underlying your ADSs to allow you to vote with respect to any specific matter. We will make all commercially reasonable effortsto cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive voting materialsin time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers, dealers or otherthird parties, will not have the opportunity to exercise a right to vote. Furthermore, the depositary will not be liable for any failureto carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, youmay not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you request. In addition, in yourcapacity as an ADS holder, you will not be able to call a shareholders’ meeting.

 

Therights of our shareholders may differ from the rights typically offered to shareholders of a U.S. corporation.

 

Weare incorporated under the laws of Guernsey. The rights of holders of ordinary shares and, therefore, certain of the rights of any potentialfuture holders of ADSs, are governed by the laws of Guernsey, including the provisions of the Guernsey Companies Law, and by our Memorandumand Articles of Incorporation, or Articles. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations.See “Description of Share Capital and Memorandum and Articles of Incorporation —-Differences in Corporate Law” in thisreport for a description of the principal differences between the provisions of the Guernsey Companies Law applicable to us and, forexample, the Delaware General Corporation Law relating to stockholders’ rights and protections.

 

Ifwe engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our shareholders, causeus to incur debt or assume contingent liabilities and subject us to other risks.

 

Weintend to continue to evaluate various acquisitions and strategic partnerships, including licensing or acquiring complementary drugs,intellectual property rights, technologies or businesses. Any potential acquisition or strategic partnership may entail numerous risks,including:

 

  increased operating expenses and cash requirements;
     
  the assumption of additional indebtedness or contingent liabilities;
     
  assimilation of operations, intellectual property and drugs of an acquired company, including difficulties associated with integrating new personnel;
     
  the diversion of our management’s attention from our existing drug programs and initiatives in pursuing such a strategic partnership, merger or acquisition;
     
  retention of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships;
     
  risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing drugs or drug candidates and regulatory approvals; and
     
  our inability to generate revenue from acquired technology and/or drugs sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.

 

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Asan FPI, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC thanU.S. public companies.

 

Weare an FPI, as defined in the SEC rules and regulations and, consequently, we are not subject to all of the disclosure requirements applicableto companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act, that regulatedisclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to asecurity registered under the Exchange Act. In addition, our officers and directors are exempt from the reporting and “short-swing”profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities.Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. publiccompanies. Accordingly, there may be less publicly available information concerning our company than there is for U.S. public companies.

 

Asan FPI, we will file an annual report on Form 20-F within four months of the close of each fiscal year ended March 31 and reports onForm 6-K relating to certain material events promptly after we publicly announce these events. However, because of the above exemptionsfor FPIs, our ADS holders will not be afforded the same protections or information generally available to investors holding shares inpublic companies organized in the United States.

 

Whilewe are an FPI, we are not subject to certain Nasdaq corporate governance rules applicable to U.S. listed companies.

 

Weare entitled to rely on a provision in Nasdaq’s corporate governance rules that allows us to follow the laws of Guernsey and rulesapplicable to companies admitted to listing on the standard segment of the Official List of the FCA and to trading on the Main Marketof the London Stock Exchange, including, but not limited to, the Listing Rules and the Disclosure Guidance and Transparency Rules, orDTRs, of the FCA with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practicesthat differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on Nasdaq.

 

Forexample, we have elected to rely on the exemption allowing us to follow the laws of Guernsey and rules applicable to companies admittedto listing on the standard segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange insteadof Nasdaq regulations that require a listed U.S. company to (i) have a majority of the board of directors consist of independent directors,(ii) require non-management directors to meet on a regular basis without management present and (iii) promptly disclose any waivers ofthe code for directors or executive officers that should address certain specified items.

 

Inaccordance with our Nasdaq listing, our audit committee is required to comply with the provisions of Section 301 of the Sarbanes-OxleyAct and Rule 10A-3 of the Exchange Act, both of which are also applicable to Nasdaq-listed U.S. companies. Because we have elected torely on the exemption allowing us to follow the laws of Guernsey and rules applicable to companies admitted to listing on the standardsegment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange, however, our audit committeeis not subject to additional Nasdaq requirements applicable to listed U.S. companies, including an affirmative determination that allmembers of the audit committee are “independent,” using more stringent criteria than those applicable to us as an FPI. Furthermore,Nasdaq’s corporate governance rules require listed U.S. companies to, among other things, seek shareholder approval for the implementationof certain equity compensation plans and issuances of ordinary shares, however as an FPI, we may elect to follow the laws of Guernseyand rules applicable to companies admitted to listing on the Main Market of the London Stock Exchange in lieu of these Nasdaq requirements.

 

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Wemay lose our FPI status, which would then require us to comply with the Exchange Act’s domestic reporting regime and cause us toincur significant legal, accounting and other expenses.

 

Asan FPI, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act applicableto U.S. domestic issuers. We may no longer be an FPI as early as September 30, 2023 (the end of our second fiscal quarter in the fiscalyear following this Nasdaq listing), which would require us to comply with all of the periodic disclosure and current reporting requirementsof the Exchange Act applicable to U.S. domestic issuers as of April 1, 2024. In order to maintain our current status as an FPI, either(a) a majority of our outstanding voting securities must be either directly or indirectly owned of record by non-residents of the UnitedStates or (b)(i) a majority of our executive officers or directors cannot be U.S. citizens or residents, (ii) more than 50% of our assetsmust be located outside the United States and (iii) our business must be administered principally outside the United States. If we loseour status as an FPI, we would be required to comply with the Exchange Act reporting and other requirements applicable to U.S. domesticissuers, which are more detailed and extensive than the requirements for FPIs. We may also be required to make changes in our corporategovernance practices in accordance with various SEC and Nasdaq rules. The regulatory and compliance costs to us under U.S. securitieslaws if we are required to comply with the reporting requirements applicable to a U.S. domestic issuer may be significantly higher thanthe cost we would incur as an FPI. As a result, we expect that a loss of FPI status would increase our legal and financial compliancecosts and is likely to make some activities highly time-consuming and costly. We also expect that if we were required to comply withthe rules and regulations applicable to U.S. domestic issuers, it would make it more difficult and expensive for us to obtain directorand officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors.

 

Weare an emerging growth company within the meaning of the Securities Act of 1933, or the Securities Act, and will take advantage of certainreduced reporting requirements.

 

Weare an EGC, as defined in the JOBS Act. For as long as we continue to be an EGC, we may take advantage of exemptions from various reportingrequirements that are applicable to other public companies that are not EGCs, including not being required to comply with the auditorattestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, exemptions from the requirements of holding a nonbindingadvisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As an EGC,we are required to report only two years of financial results and selected financial data compared to three and five years, respectively,for comparable data reported by other public companies. We may take advantage of these exemptions until we are no longer an EGC. We couldbe an EGC for up to five years, although circumstances could cause us to lose that status earlier, including if the aggregate marketvalue of our ADSs held by non-affiliates exceeds $700 million as of any September 30 (the end of our second fiscal quarter) before thattime, in which case we would no longer be an EGC as of the following December 31 (our fiscal year-end). We cannot predict if investorswill find our ADSs less attractive because we may rely on these exemptions. If some investors find our ADSs less attractive as a result,there may be a less active trading market for our ADSs and the price of our ADSs may be more volatile in the event that we decide tomake an offering of our ADSs following our Nasdaq listing.

 

Ifwe fail to establish and maintain proper internal controls, our ability to produce accurate financial statements or comply with applicableregulations could be impaired.

 

Section404(a) of the Sarbanes-Oxley Act, or Section 404(a), requires that beginning with our second annual report following our IPO, managementassess and report annually on the effectiveness of our internal control over financial reporting and identify any material weaknessesin our internal control over financial reporting. Although Section 404(b) of the Sarbanes-Oxley Act, or Section 404(b), requires ourindependent registered public accounting firm to issue an annual report that addresses the effectiveness of our internal control overfinancial reporting, we have opted to rely on the exemptions provided in the JOBS Act, and consequently will not be required to complywith SEC rules that implement Section 404(b) until such time as we are no longer an EGC.

 

Weexpect our first Section 404(a) assessment will take place for our annual report for the fiscal year ending March 31, 2023. The presenceof material weaknesses could result in financial statement errors which, in turn, could lead to errors in our financial reports, delaysin our financial reporting, which could require us to restate our operating results or our auditors may be required to issue a qualifiedaudit report. We might not identify one or more material weaknesses in our internal controls in connection with evaluating our compliancewith Section 404 (a). In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal controlover financial reporting, we will need to expend significant resources and provide significant management oversight.

 

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Implementingany appropriate changes to our internal control may require specific compliance training of our directors and employees, entail substantialcosts in order to modify our existing accounting systems, take a significant period of time to complete and divert management’sattention from other business concerns. These changes may not, however, be effective in maintaining the adequacy of our internal control.

 

Ifeither we are unable to conclude that we have effective internal control over financial reporting or, at the appropriate time, our independentauditors are unwilling or unable to provide us with an unqualified report on the effectiveness of our internal control over financialreporting as required by Section 404(b), then in the event we have decided to make an offering of our ADSs following our Nasdaq listing,investors may lose confidence in our operating results, the price of our ADSs could decline and we may be subject to litigation or regulatoryenforcement actions. In addition, if we are unable to meet the requirements of Section 404, we may not be able to remain listed on Nasdaq.

 

Wewill incur significant increased costs as a result of operating as a company that publicly listed on Nasdaq in the United States, andour management will be required to devote substantial time to new compliance initiatives.

 

Asa U.S. public company, and particularly after we no longer qualify as an EGC, we will incur significant legal, accounting and other expensesthat we did not incur previously. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 1987, thelisting requirements of Nasdaq and other applicable securities rules and regulations impose various requirements on non-U.S. reportingpublic companies, including the establishment and maintenance of effective disclosure and financial controls and corporate governancepractices. Our senior management and other personnel will need to devote a substantial amount of time to these compliance initiatives.

 

Moreover,these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consumingand costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directorand officer liability insurance, which in turn could make it more difficult for us to attract and retain qualified senior managementpersonnel or members for our board of directors.

 

However,these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could resultin continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governancepractices.

 

Pursuantto Section 404, we will be required to furnish a report by our senior management on our internal control over financial reporting. However,while we remain an EGC, we will not be required to include an attestation report on internal control over financial reporting issuedby our independent registered public accounting firm. To prepare for eventual compliance with Section 404, once we no longer qualifyas an EGC, we will be engaged in a process to document and evaluate our internal control over financial reporting, which is both costlyand challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants andadopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improvecontrol processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reportingand improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be ableto conclude, within the prescribed timeframe or at all, that our internal control over financial reporting is effective as required bySection 404. If we identify one or more material weaknesses, it could result in an adverse reaction in the financial markets due to aloss of confidence in the reliability of our financial statements.

 

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ADSsholders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could augur less favorableresults to the plaintiff(s) in any such action.

 

Thedeposit agreement governing the ADSs representing our ordinary shares provides that holders and beneficial owners of ADSs irrevocablywaive the right to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, includingclaims under federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this jury trialwaiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement witha jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicatedby a federal court. However, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of NewYork, which govern the deposit agreement, by a court of the State of New York or a federal court, which have non-exclusive jurisdictionover matters arising under the deposit agreement, applying such law. In determining whether to enforce a jury trial waiver provision,New York courts and federal courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficientlyprominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the depositagreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff orcounterclaim sounding in fraud or one which is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’sdemand, or in the case of an intentional tort claim (as opposed to a contract dispute), none of which we believe are applicable in thecase of the deposit agreement or the ADSs. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiverby any holder or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the federal securities laws.If you or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with matters arisingunder the deposit agreement or the ADSs, you or such other holder or beneficial owner may not be entitled to a jury trial with respectto such claims, which may have the effect of limiting and discouraging lawsuits against us and / or the depositary. If a lawsuit is broughtagainst us and / or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court,which would be conducted according to different civil procedures and may augur different results than a trial by jury would have had,including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature ofthe claims, the judge or justice hearing such claims, and the venue of the hearing.

 

Claimsof U.S. civil liabilities may not be enforceable against us.

 

Weare incorporated under the laws of Guernsey. Certain members of our board of directors and senior management are non-residents of theUnited States, and all or a substantial portion of our assets and the assets of such persons are located outside the United States. Asa result, it may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S.courts against them or us based on civil liability provisions of the securities laws of the United States. As a result, it may not bepossible for investors to effect service of process within the United States upon such persons or to enforce judgments obtained in U.S.courts against them or us, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

 

See“Description of Share Capital and Memorandum and Articles of Incorporation—Enforcement of Civil Liabilities.” Additionally,it may be difficult to assert securities law claims in actions originally instituted outside of the United States. Foreign courts mayrefuse to hear a securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Evenif a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, andnot U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must beproved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the lawof the jurisdiction in which the foreign court resides.

 

Therights afforded to shareholders are governed by Guernsey law. Not all rights available to shareholders under English law or U.S. lawwill be available to shareholders.

 

Therights afforded to shareholders will be governed by Guernsey law and by our Articles, and these rights differ in certain respects fromthe rights of shareholders in typical English companies and U.S. corporations. In particular, Guernsey law significantly limits the circumstancesunder which shareholders of companies may bring derivative actions and, in most cases, only the corporation may be the proper claimantor plaintiff for the purposes of maintaining proceedings in respect of any wrongful act committed against it. Neither an individual norany group of shareholders has any right of action in such circumstances. In addition, Guernsey law does not afford appraisal rights todissenting shareholders in the form typically available to shareholders of a U.S. corporation.

 

Theinsolvency laws of Guernsey and other jurisdictions may not be as favorable to you as the U.S. bankruptcy laws.

 

Weare incorporated under the laws of Guernsey. In the event of a bankruptcy, insolvency or similar event, proceedings could be initiatedin Guernsey or another relevant jurisdiction. The bankruptcy, insolvency, administrative and other laws of our and our subsidiaries’jurisdictions of organization or incorporation may be materially different from, or in conflict with, each other and those of the UnitedStates, including in the areas of rights of creditors, shareholders, priority of governmental and other creditors and duration of theproceeding. The application of these laws, or any conflict among them, could call into question whether any particular jurisdiction’slaw should apply, adversely affecting your ability to enforce your rights under the ordinary shares underlying our ADSs in those jurisdictionsor limit any amounts that you may receive.

 

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Ifwe are a passive foreign investment company, there could be adverse U.S. federal income tax consequences to U.S. holders.

 

Underthe Internal Revenue Code of 1986, or the Internal Revenue Code, we will be a PFIC for any taxable year in which (1) 75% or more of ourgross income consists of passive income or (2) 50% or more of the average quarterly value of our assets consists of assets that produce,or are held for the production of, passive income. For purposes of these tests, passive income includes dividends, interest, gains fromthe sale or exchange of investment property and certain rents and royalties. In addition, for purposes of the above calculations, a non-U.S.corporation that directly or indirectly owns at least 25% by value of the shares of another corporation is treated as if it held itsproportionate share of the assets and received directly its proportionate share of the income of such other corporation. If we are aPFIC for any taxable year during which a U.S. Holder (as defined below under “Certain U.S. and Guernsey Tax Considerations-MaterialU.S. Federal Income Tax Considerations for U.S. Holders”) holds our shares, the U.S. Holder may be subject to adverse tax consequencesregardless of whether we continue to qualify as a PFIC, including ineligibility for any preferred tax rates on capital gains or on actualor deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements.

 

Wedo not believe that we were a PFIC for our taxable year ended March 31, 2022 but cannot provide any assurances regarding our PFIC statusfor any past, current or future taxable years. The determination of whether we are a PFIC is a fact-intensive determination made on anannual basis applying principles and methodologies which in some circumstances are unclear and subject to varying interpretation. Inparticular, the characterization of our assets as active or passive may depend in part on our current and intended future business plans,which are subject to change. In addition, for our current and future taxable years, the total value of our assets for PFIC testing purposesmay be determined in part by reference to the market price of our ordinary shares or ADSs from time to time, which may fluctuate considerably.Under the income test, our status as a PFIC depends on the composition of our income which will depend on the transactions we enter intoin the future and our corporate structure. The composition of our income and assets is also affected by how, and how quickly, we spendthe cash we raise in any offering.

 

Incertain circumstances, a U.S. Holder of shares in a PFIC may alleviate some of the adverse tax consequences described above by making,where available, a qualified electing fund, or QEF, election to include in income its pro rata share of the corporation’s incomeon a current basis or a mark-to-market election. A U.S. Holder may make a QEF election with respect to our ordinary shares or ADSs onlyif we agree to furnish such U.S. Holder annually with a PFIC annual information statement as specified in the applicable U.S. TreasuryRegulations. We currently do not intend to prepare or provide the information that would enable U.S. Holders to make a QEF election ifwe are treated as a PFIC for any taxable year, and prospective investors should assume that a QEF election will not be available. A U.S.Holder may be able to make a mark-to-market election with respect to our ADSs if our ADSs are treated as “marketable stock.”Generally, stock will be considered marketable stock if it is “regularly traded” on a “qualified exchange” withinthe meaning of applicable U.S. Treasury regulations. A class of stock is regularly traded during any calendar year during which suchclass of stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Our ADSs will be marketablestock as long as they remain listed on Nasdaq and are regularly traded. There can be no assurance that out ADSs will be regularly traded.

 

Forfurther discussion of the PFIC rules and the adverse U.S. federal income tax consequences in the event we are classified as a PFIC, seethe section of this report entitled “Certain U.S. and Guernsey Tax Considerations-Material U.S. Federal Income Considerations forU.S. Holders.”

 

Achange in our tax residence could have a negative effect on our future profitability.

 

Althoughwe are incorporated under the laws of Guernsey, our affairs are, and are intended to continue to be, managed and controlled in the UnitedKingdom for tax purposes and therefore we are resident in the United Kingdom for U.K. and Guernsey tax purposes. It is possible thatin the future, whether as a result of a change in law or the practice of any relevant tax authority or as a result of any change in theconduct of our affairs or for any other reason, we could become, or be regarded as having become, a resident in a jurisdiction otherthan the United Kingdom. If we cease to be a U.K. tax resident, we may be subject to a charge to U.K. corporation tax on chargeable gainson our assets and to unexpected tax charges in other jurisdictions on our income. Similarly, if the tax residency of any of our subsidiarieswere to change from their current jurisdiction for any of the reasons listed above, we may be subject to a charge to local capital gainstax on the assets.

 

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Wemay be unable to use net operating loss and tax credit carryforwards and certain built-in losses to reduce future tax payments or benefitfrom favorable U.K. tax legislation.

 

Asa U.K. resident trading entity, we are subject to U.K. corporate taxation. Due to the nature of our business, we have generated lossessince inception. As of March 31, 2022, we had cumulative carryforward tax losses of $15,870,525. Subject to any relevant restrictions,we expect these to be available to carry forward and offset against future operating profits. As a company that carries out extensiveresearch and development activities, we benefit from the U.K. research and development tax credit regime for small and medium-sized companies,whereby we are able to surrender the trading losses that arise from our qualifying research and development activities for a payabletax credit of up to 33.35% of eligible research and development expenditures. Qualifying expenditures largely comprise employment costsfor research staff, consumables and certain internal overhead costs incurred as part of research projects. Certain subcontracted qualifyingresearch expenditures are eligible for a cash rebate of up to 21.67%. The majority of our pipeline research, clinical trials managementand manufacturing development activities are eligible for inclusion within these tax credit cash rebate claims. Our ability to continueto claim payable research and development tax credits in the future may be limited because we may no longer qualify as a small or medium-sizedcompany.

 

Wemay benefit in the future from the United Kingdom’s “patent box” regime, which allows certain profits attributableto revenues from patented products to be taxed at an effective rate of 10%. We are the exclusive licensee or owner of several patentapplications which, if issued, would cover our product candidates, and accordingly, future upfront fees, milestone fees, product revenuesand royalties could be taxed at this tax rate. When taken in combination with the enhanced relief available on our research and developmentexpenditures, we expect a long-term lower rate of corporation tax to apply to us. If, however, there are unexpected adverse changes tothe U.K. research and development tax credit regime or the “patent box” regime, or for any reason we are unable to qualifyfor such advantageous tax legislation, or we are unable to use net operating loss and tax credit.

 

Changesand uncertainties in the tax system in the countries in which we have operations could materially adversely affect our financial conditionand results of operations and reduce net returns to our shareholders.

 

Ourtax position could be adversely impacted by changes in tax rates, tax laws, tax practice, tax treaties or tax regulations or changesin the interpretation thereof by the tax authorities in the United Kingdom, the United States and other jurisdictions as well as beingaffected by certain changes currently proposed by the Organization for Economic Co-operation and Development and their action plan onBase Erosion and Profit Shifting. Such changes may become more likely as a result of recent economic trends in the jurisdictions in whichwe operate, particularly if such trends continue.

 

Ouractual effective tax rate may vary from our expectation and that variance may be material. A number of factors may increase our futureeffective tax rates, including: (1) the jurisdictions in which profits are determined to be earned and taxed; (2) the resolution of issuesarising from any future tax audits with various tax authorities; (3) changes in the valuation of our deferred tax assets and liabilities;(4) increases in expenses not deductible for tax purposes, including transaction costs and impairments of goodwill in connection withacquisitions; (5) changes in the taxation of share-based compensation; (6) changes in tax laws or the interpretation of such tax laws,and changes in generally accepted accounting principles; and (7) challenges to the transfer pricing policies related to our structure.

 

Atax authority may disagree with tax positions that we have taken, which could result in increased tax liabilities. For example, Her Majesty’sRevenue & Customs, or HMRC, the U.S. Internal Revenue Service, or IRS, or another tax authority could challenge our allocation ofincome by tax jurisdiction and the amounts paid between our affiliated companies pursuant to our intercompany arrangements and transferpricing policies, including methodologies for valuing developed technology and amounts paid with respect to our intellectual propertydevelopment. Similarly, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not establisheda taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion,if successful, could increase our expected tax liability in one or more jurisdictions.

 

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Atax authority may take the position that material income tax liabilities, interest and penalties are payable by us, for example wherethere has been a technical violation of contradictory laws and regulations that are relatively new and have not been subject to extensivereview or interpretation, in which case we expect that we might contest such assessment. High-profile companies can be particularly vulnerableto aggressive application of unclear requirements. Many companies must negotiate their tax bills with tax inspectors who may demand highertaxes than applicable law appears to provide. Contesting such an assessment may be lengthy and costly and if we were unsuccessful indisputing the assessment, the implications could increase our anticipated effective tax rate, where applicable.

 

CAUTIONARYSTATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Thisregistration statement contains forward-looking statements that involve substantial risks and uncertainties. All statements containedin this registration statement, other than statements of historical fact, including statements regarding our strategy, future operations,future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements.The words “may,” “might,” “will,” “could,” “would,” “should,”“expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,”“estimate,” “predict,” “potential,” “continue” and “ongoing,” or the negativeof these terms, or other comparable terminology intended to identify statements about the future. These statements involve known andunknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievementsto be materially different from the information expressed or implied by these forward-looking statements. The forward-looking statementsand opinions contained in this registration statement are based upon information available to us as of the date of this registrationstatement and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete,and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially availablerelevant information. Forward-looking statements include statements about:

 

  the development of product candidates, including statements regarding the timing of initiation, completion and the outcome of clinical studies or trials and related preparatory work, the period during which the results of the trials will become available and our research and development programs;
     
  our ability to obtain and maintain regulatory approval of our product candidates in the indications for which we plan to develop them, and any related restrictions, limitations or warnings in the label of an approved drug or therapy;
     
  our plans to research, develop, manufacture and commercialize our product candidates;
     
  the timing of our regulatory filings for our product candidates;
     
  the size and growth potential of the markets for our product candidates;
     
  our ability to raise additional capital;
     
  the impact of COVID-19 on our business and operations;
     
  our commercialization, marketing and manufacturing capabilities and strategy;
     
  our expectations regarding our ability to obtain and maintain intellectual property protection;
     
  our ability to attract and retain qualified employees and key personnel;
     
  our ability to contract with third party suppliers and manufacturers and their ability to perform adequately;
     
  our estimates regarding future revenue, expenses and needs for additional financing; and
     
  regulatory developments in the United States, European Union and other jurisdictions.

 

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Youshould refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual resultsto differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assureyou that the forward-looking statements in this registration statement will prove to be accurate.

 

Furthermore,if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties inthese forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person thatwe will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-lookingstatements, whether as a result of new information, future events or otherwise, except as required by law.

 

Youshould read this registration statement and the documents that we have filed as exhibits to this registration statement completely andwith the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-lookingstatements by these cautionary statements.

 

MARKETand industry DATA

 

Certainindustry data and market data included in this prospectus were obtained from independent third-party surveys, market research, publiclyavailable information, reports of governmental agencies, and industry publications and surveys. All of the market data used in this prospectusinvolves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. We believe that theinformation from these industry publications and surveys included in this prospectus is reliable. The industry in which we operate issubject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.”These and other factors could cause results to differ materially from those expressed in the estimates made by the independent partiesand by us.

 

TRADEMARKS,SERVICE MARKS AND TRADENAMES

 

Solelyfor convenience, the trademarks, service marks, logos and trade names referred to in this prospectus are without the ® and ™symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicablelaw, our rights or the rights of the applicable licensors to these trademarks, service marks, and trade names. For the avoidance of doubt,“OKYO,” the OKYO logo and other trademarks or service marks of OKYO Pharma Limited appearing in this prospectus are the propertyof OKYO or our subsidiary. This prospectus contains additional trademarks, service marks, and trade names of others, which are the propertyof their respective owners. All trademarks, service marks, and trade names appearing in this prospectus are, to our knowledge, the propertyof their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights, or tradenames to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

EXCHANGERATE INFORMATION

 

Fluctuationsin the exchange rate between Pounds Sterling and the U.S. dollar will affect the U.S. dollar amounts received by potential future ownersof our ADSs on conversion of dividends, if any, paid in Pounds Sterling on the ordinary shares and will affect the potential future U.S.dollar price of our ADSs on Nasdaq.

 

Thetable below shows the period end, average, high and low exchange rates of U.S. dollars per Pound Sterling for the periods shown. Averagerates are computed by using the noon buying rate of the Federal Reserve Bank of New York for the U.S. dollar on the last business dayof each month during the relevant year indicated or each business day during the relevant month indicated. The rates set forth beloware provided solely for your convenience and may differ from the actual rates used in the preparation of our consolidated financial statementsincluded in this registration statement and other financial data appearing in this registration statement.

 

Year Ended March 31,  Period End   Average Rate for Period   High   Low 
    (U.S. dollars per pound Sterling) 
2017   1.2537    1.3087    1.4800    1.2118 
2018   1.4027    1.4264    1.3265    1.2398 
2019   1.3032    1.4332    1.2524    1.3142 
2020   1.4540    1.2712    1.3349    1.1492 
2021   1.3795    1.3074    1.4106    1.2129 
2022   1.1573    1.2457    1.3274    1.0703 

 

-41-
 

 

Month, 2022  Period End   High   Low 
    (U.S.dollars per Pound Sterling) 
April 2021   1.3838    1.3977    1.3734 
May 2021   1.4188    1.4188    1.3873 
June 2021   1.3806    1.4179    1.3806 
July 2021   1.3913    1.3966    1.3615 
August 2021   1.3747    1.3929    1.3625 
September 2021   1.3470    1.3862    1.3439 
October 2021   1.3804    1.3821    1.3569 
November 2021   1.3252    1.3679    1.3252 
December 2021   1.3500    1.3500    1.3188 
January 2022   1.3439    1.3724    1.3385 
February 2022   1.3419    1.3636    1.3360 
March 2022   1.3152    1.3365    1.3044 
April 2022   1.2565    1.3116    1.2443 
May 2022   1.2624    1.2624    1.1827 
June 2022   1.2162    1.2594    1.2011 
July 2022   1.2183    1.2183    1.1827 
August 2022   1.1647    1.2278    1.1647 
September 2022   1.1600    1.1600    1.1473 
October 2022   1.1515    1.1096    1.1615 
November 2022 (to November 25, 2022)   1.2102    1.2102    1.1183 

 

OnNovember 25 2022 the exchange rate published by the Federal Reserve Bank of New York was $1.2102 per £1.00.

 

Informationpresented on a constant currency basis in this prospectus is calculated by translating current year results at prior year average exchangerates. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe thisbetter represents our underlying business trends.

 

PRICERANGE OF OUR ORDINARY SHARES AND ADSs

 

The principal trading marketfor our ordinary shares is the Main Market of the LSE, where our ordinary shares have been listed since July 17, 2018 under the symbol“OKYO.” Prior to this date we were listed on the AIM market of the London Stock Exchange since 2014. The following tablesets forth, for the periods indicated, the reported high and low closing prices on the LSE for our ordinary shares in Pounds Sterling.See “Exchange Rate Information” on page 41 for the exchange rates applicable to the periods set forth below.

 

The following table presents,for the periods indicated, the reported high and low sale prices, including intra-day sales, of our ordinary shares on the LSE in PoundsSterling and U.S. dollars. For the convenience of the reader, we have translated Pounds Sterling amounts in the table below into U.S.dollars at the noon buying rate of the Federal Reserve Bank of New York on November25, 2022 which was £1.00 to $1.2102.

 

    Price Per
Ordinary Share £
    Price Per
Ordinary Share $
 
    High     Low     High     Low  
                         
Year Ended March 31, 2023                                
First Quarter     0.063       0.028       0.076       0.033  
Second Quarter     0.043       0.024       0.051       0.028  
Third Quarter (to December 2, 2022)     0.037       0.026       0.044       0.032  
                                 
Year Ended March 31, 2022                                
First Quarter     0.078       0.060       0.094       0.072  
Second Quarter     0.065       0.040       0.079       0.049  
Third Quarter     0.085       0.041       0.103       0.050  
Fourth Quarter     0.083       0.048       0.098       0.058  
                                 
Year Ended March 31, 2021                                
First Quarter     0.055       0.017       0.066       0.021  
Second Quarter     0.180       0.053       0.218       0.064  
Third Quarter     0.121       0.071       0.146       0.086  
Fourth Quarter     0.120       0.076       0.145       0.092  
                                 
Year Ended March 31, 2020                                
First Quarter     0.021       0.011       0.025       0.013  
Second Quarter     0.059       0.021       0.071       0.025  
Third Quarter     0.043       0.017       0.051       0.021  
Fourth Quarter     0.023       0.013       0.027       0.015  

 

On December 2, 2022, thelast reported sale price of our ordinary shares on LSE was £0.0275 per ordinary share ($0.033 per ordinary share based onthe exchange rate set forth above).

 

OurAmerican Depositary Shares, or ADSs, have been trading on the Nasdaq Capital Market under the symbol “OKYO” since May 17,2022. The following table sets forth, for the periods indicated, the reported high and low closing sale prices of our ADSs on the NasdaqCapital Market in U.S. dollars.

 

   Price Per ADS $ 
   High   Low 
         
Monthly:          
May 2022 (from May 17, 2022)   3.62    2.03 
June 2022   2.21    1.92 
July 2022   2.35    1.95 
August 2022   2.62    1.96 
September 2022   3.40    2.50 
October 2022   2.70    2.06 
November 2022    2.35    2.01 
December 2022 (to December 2, 2022)   2.23    2.01 

 

OnDecember 2, 2022, the last reported sale price of our ADSs on the Nasdaq Capital Market was $2.23 per ADS.

 

-42-
 

 

USEOF PROCEEDS

 

We estimate that the net proceedsfrom this offering will be approximately $8.8 million, or approximately $10.2 million if the underwriters exercise theirover-allotment option in full), assuming a public offering price of $2.23 per ADS, which reflects the closing trade price on Nasdaqon December 2, 2022 after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

 

Each$1.00 increase (decrease) in the public offering price per ADS would increase (decrease) our net proceeds, after deducting estimatedunderwriting discounts and commissions and offering expenses, by approximately $4.2 million (assuming no exercise of the over-allotmentoption by the underwriters).

 

Weintend to use the net proceeds as follows:

 

  approximately $8 million to fund the initial Phase 2 clinical trial of OK-101 in DED patients; and
     
  the remainder to fund working capital and other general corporate purposes.

 

Theexpected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. Wemay also use a portion of the net proceeds to in-license, acquire, or invest in additional products or assets, businesses, or technologies,although currently we have no specific agreements, commitments, or understandings in this regard. As of the date of this prospectus,we cannot predict with certainty all of the particular uses for the net proceeds to be received upon the closing of this offering orthe amounts that we will actually spend on the uses set forth above. Predicting the costs necessary to develop product candidates canbe difficult. The amounts and timing of our actual expenditures and the extent of clinical development may vary significantly dependingon numerous factors, including the progress of our development efforts, the status of and results from ongoing clinical trials or clinicaltrials we may commence in the future, as well as any collaborations that we may enter into with third parties and any unforeseen cashneeds. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

 

Weanticipate that our existing cash resources, together with the net proceeds from the offering, will enable us to fund our operating expensesand capital expenditure requirements for at least the 12 months after the date of this prospectus. We have based this estimate on assumptionsthat may prove to be incorrect, and we could use our available capital resources sooner than we currently expect.

 

Pendingtheir use, we plan to invest the net proceeds from the offering in short- and intermediate-term interest-bearing obligations and certificatesof deposit. The goal with respect to the investment of these net proceeds is capital preservation and liquidity so that such funds arereadily available to fund our operations.

 

DIVIDENDPOLICY

 

Wehave never paid or declared any cash dividends on our ordinary shares, and we do not anticipate paying any cash dividends on our ordinaryshares in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansionof our business. Pursuant to the Guernsey Companies Law, we may only pay a dividend if the directors who authorize the dividend makea prior solvency statement in statutory form.

 

CAPITALIZATION

 

Youshould read the information in this “Capitalization” section together with “Selected Consolidated Financial Data,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financialstatements and the related notes appearing elsewhere in this prospectus.

 

Thetable below sets forth our cash and short-term deposits and short-term investments and capitalization as of March 31, 2022 derived fromour audited consolidated financial statements included elsewhere in this prospectus:

 

  on an actual basis; and

 

-43-
 

 

  on an adjusted basis to give effect to the sale by us of 4,484,305 ADSs (representing 291,479,825 ordinary shares), assuming a public offering price of $2.23 per ADS, which reflects the closing trade price on Nasdaq on December 2, 2022, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering

 

    As of March 31, 2022  
    Actual     As Adjusted (1)  
      $       $  
Cash and cash equivalents     2,700,724       11,524,424  
                 
Equity:                
Share premium     123,976,510       132,800,210  
Other reserves     (8,603,074 )     (8,603,074 )
Accumulated loss     (112,426,034 )     (112,426,034 )
Total shareholders’ equity     2,947,402       11,771,102  
Total capitalization     2,947,402       11,771,102  

 

(1) Each $1.00 increase or decrease in the assumedpublic offering price of $2.23 per ADS in this offering, would increase or decrease the as adjusted total equity andtotal capitalization by approximately $4.2 million after deducting the estimated underwriting discounts and commissions and estimatedoffering expenses payable by us.

 

An increase (decrease) of 1,000,000 in the numberof ADSs offered by us in this offering, as set forth on the cover page of this prospectus, would increase (decrease) the as adjustedtotal equity and total capitalization by $2.1 million, assuming no change in the public offering price per ADS and after deductingthe estimated underwriting discounts and commissions payable by us.

 

Thetable above excludes:

 

  81,820,000 ordinary shares issuable upon the exercise of share options at exercise prices of between $0.054 and $0.188 per ordinary share of which 24,375,000 ordinary shares are currently exercisable and 57,445,000 are exercisable between January 6, 2023 and January 31, 2032; and
     
  35,909,090 ordinary shares that currently may be issued upon the exercise of warrants to purchase ordinary shares at exercise prices of between $0.033 and $0.054 per ordinary share.

 

DILUTION

 

Ifyou invest in our ADSs in this offering, your interest will be diluted to the extent of the difference between the public offering priceper ADS paid by purchasers in this offering and our pro forma as adjusted net tangible book value per ADS after completion of this offering.

 

AtMarch 31, 2022, we had a historical net tangible book value of $0.002 per ordinary share (equal to $0.13 per ADS). Nettangible book value per ordinary share represents the amount of our total assets less our total liabilities, excluding goodwill and otherintangible assets, divided by the total number of our ordinary shares outstanding as of March 31, 2022.

 

After giving effect to the saleby us of 4,484,305 ADSs (representing 291,479,825 ordinary shares) at an assumed public offering price of $2.23per ADS in this offering, which reflects the last reported sale price on Nasdaq on December 2, 2022, after deductingthe estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering,our as adjusted net tangible book value as of March 31, 2022 would have been $11.8 million, (equal to $0.44 per ADS). Thisrepresents an immediate increase in net tangible book value of $0.005 per ordinary share (equal to $0.31 ADS) to existingshareholders and an immediate dilution of $0.03 per ordinary share (equal to $1.79 per ADS) to new investors purchasingADSs in this offering. Dilution per ADS or ordinary share to new investors is determined by subtracting the as adjusted net tangiblebook value per ADS or ordinary share after this offering from the assumed public offering price per ADS paid by new investors.

 

-44-
 

 

Thefollowing table illustrates this dilution to new investors purchasing ADSs in this offering.

 

    As of 
    March 31, 2022 
     
Assumed public offering price per ADS  $2.23 
Historical net tangible book value per ADS  $0.13 
Increase in historical net tangible book value per ADS attributable to this offering  0.31 
As adjusted net tangible book value per ADS after this offering  0.44 
      
Dilution per ADS to new investors in this offering  $1.79 

 

If the underwriters exercisein full their over-allotment option to purchase an additional 672,645 ADSs, our as adjusted net tangible book value afterthis offering would be $0.008 per ordinary share (equal to $0.49 per ADS), representing an immediate increase in as adjustednet tangible book value of $0.005 per ordinary share (equal to $0.35 per ADS) to existing shareholders and immediate dilutionof $0.03 per ordinary share (equal to $1.74 per ADS).

 

Each $1.00 increase (decrease)in the assumed public offering price of $2.23 per ADS in this offering, which reflects the last reported sale price on Nasdaqon December, 2, 2022 would increase (decrease) the as adjusted net tangible book value after this offering by $0.15per ADS and the dilution to new investors in this offering by $(0.84) per ADS, assuming that the number of ADSs offered byus in this offering, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwritingdiscounts and commissions and estimated offering expenses payable by us.

 

An increase of 1,000,000 inthe number of ADSs offered by us in this offering, as set forth on the cover page of this prospectus, would increase the as adjustednet tangible book value after this offering by $0.35 per ADS and decrease the dilution to new investors participating in thisoffering by $0.06 per ADS, assuming no change in the assumed public offering price per ADS and after deducting the estimated underwritingdiscounts and commissions and estimated offering expenses payable by us.

 

A decrease of 1,000,000 in thenumber of ADSs offered by us in this offering, as set forth on the cover page of this prospectus, would decrease the as adjusted nettangible book value after this offering by $0.47 per ADS, and increase the dilution to new investors participating in this offeringby $(0.06) per ADS, assuming no change in the assumed public offering price per ADS and after deducting the estimated underwritingdiscounts and commissions and estimated offering expenses payable by us.

 

Thetable above excludes:

 

  81,820,000 ordinary shares issuable upon the exercise of share options at exercise prices of between $0.054 and $0.188 per ordinary share of which 24,375,000 ordinary shares are currently exercisable and 57,445,000 are exercisable between January 6, 2023 and January 31, 2032; and
     
  35,909,090 ordinary shares that currently may be issued upon the exercise of warrants to purchase ordinary shares at exercise prices of between $0.033 and $0.054 per ordinary share.

 

Tothe extent that share options or warrants are exercised, or we issue additional ADSs or ordinary shares in the future, there will befurther dilution to investors participating in this offering. In addition, we may choose to raise additional capital because of marketconditions or strategic considerations, even if we believe that we have sufficient funds for our current or future operating plans. Ifwe raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could resultin further dilution to our shareholders.

 

-45-
 

 

SELECTEDCONSOLIDATED FINANCIAL DATA

 

Thefollowing tables set forth our selected consolidated financial data for the periods indicated. We have derived the consolidated statementof comprehensive income for the years ended March 31, 2022, 2021 and 2020 and the consolidated balance sheet data as ofMarch 31, 2022 and 2021 from our audited consolidated financial statements included elsewhere in this prospectus.

 

Wemaintain our books and records in Pounds Sterling, and we prepare our financial statements in accordance with IFRS as issued by the IASB.We report our financial results in U.S. dollars.

 

ConsolidatedStatement of Operations and Comprehensive Loss Data:

 

   Years Ended March 31, 
   2022   2021   2020 
   (in thousands except share and per share data) 
Operating expenses:               
Research and development  $(1,301)  $(174)  $(518)
General and administrative   (4,916)   (3,192)   (1,017)
Total operating expenses   (6,218)   (3,366)   (1,535)
Loss from operations   (6,218)   (3,366)   (1,535)
Other income (expense), net   -    (12)   (86)
Tax provision   786    25    76 
Net loss attributable to ordinary shareholders   (5,431)   (3,353)   (1,544)
Other comprehensive loss:               
Foreign currency translation adjustment   (837)   346    87 
Total comprehensive loss   (6,268)   (3,007)   (1,457)
                
Basic and diluted net loss per ordinary share   (0.01)   (0.01)   (0.00)

 

ConsolidatedBalance Sheet Data:

 

   Years Ended March 31,
   2022   2021 
    (in thousands except share and per share data)
Cash and cash equivalents  $2,701   $6,889 
Working capital   2,942    5,280 
Total assets   4,301    7,091 
Total shareholders’ equity   2,947    5,319 

 

-46-
 

 

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

ANDRESULTS OF OPERATIONS

 

Thefollowing discussion of our financial condition and results of operations should be read in conjunction with the audited consolidatedhistorical financial statements as of March 31, 2022, 2021 and 2020.

 

Thefollowing discussion includes forward-looking statements that reflect our plans, estimates and beliefs and involves risks and uncertainties.Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to thesedifferences include, but are not limited to, those discussed below and elsewhere in this registration statement, particularly in “RiskFactors” and elsewhere in this prospectus.

 

Overview

 

We are a preclinical biopharmaceuticalcompany developing next-generation therapeutics to improve the lives of patients suffering from inflammatory eye diseases and ocularpain. Our research program is focused on a novel G Protein-Coupled Receptor, or GPCR, which we believe plays a key role in the pathologyof these inflammatory eye diseases of high unmet medical need. Our therapeutic approach is focused on targeting inflammatory and painmodulation pathways that drive these conditions. We are presently developing OK-101, our lead preclinical product candidate, for thetreatment of dry-eye disease (DED). On November 18, 2022, we filed a new drug application (IND) with the Food and Drug Administration(FDA) on OK-101 to treat DED, and plan to open a Phase 2 clinical trial of OK-101 in DED patients in the first quarter of 2023.We also plan to evaluate OK-101’s potential in benefiting patients with ocular neuropathic pain, uveitis and allergic conjunctivitis.We have also been evaluating OK-201, a bovine adrenal medulla, or BAM, lipidated-peptide preclinical analogue candidate for the treatmentof neuropathic ocular pain, and plan on maintaining this drug candidate at the exploratory level while we focus our primary energieson the OK-101 program.

 

OnFebruary 21, 2018, we announced that we successfully obtained (via assignment from Panetta Partners Limited, a related party) a licensefrom OTT to patents owned or controlled by OTT and a sub-license from OTT to certain patents licensed by OTT from TMC to support ourophthalmic disease drug programs. These licenses gave us the right to exploit the IP estate which is directed to compositions-of-matterand methodologies for treating ocular inflammation, DED with chemerin or lipid-linked chemerin analogues. We also have a license fromTMC to a separate IP estate for treating symptoms of ocular neuropathic pain and uveitis associated pain. On August 6, 2019, we signeda collaborative agreement with TMC on a research program focused on ocular neuropathic pain.

 

Foreigncurrency translations

 

Itemsincluded in the financial statements are measured using the currency of the primary economic environment in which the entity operates(the functional currency). The consolidated financial statements are presented in U.S. dollars, which is our presentation currency.

 

Foreigncurrency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreignexchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchangerates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

 

Thefinancial statements of overseas subsidiary undertakings are translated into U.S. dollars on the following basis:

 

  Assets and liabilities at the rate of exchange ruling at the year-end date.
     
  Profit and loss account items at the average rate of exchange for the year.

 

Exchangedifferences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designatedas hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation.

 

-47-
 

 

Componentsof Our Results of Operations

 

Revenues

 

Todate, we have not generated any revenue from product sales and do not expect to generate any revenue from the sale of products in thenear future. If our development efforts for our product candidates are successful and result in regulatory approval, we may generaterevenue in the future from product sales.

 

OperatingExpenses

 

Researchand Development Expenses

 

Researchand development expenses consist primarily of costs incurred in connection with the research and development of our product candidatesand are expensed as incurred. These expenses consist of:

 

  expenses incurred under agreements with CROs, CMOs, as well as investigative sites and consultants that conduct our preclinical studies and other scientific development services;
     
  manufacturing scale-up expenses and the cost of acquiring and manufacturing materials for preclinical studies;
     
  employee-related expenses, including salaries, related benefits, travel and share-based compensation expense for employees engaged in research and development functions;
     
  costs related to compliance with regulatory requirements;
     
  facilities costs, depreciation and other expenses, which include rent and utilities; and
     
  fees for maintaining our third-party licensing agreements.

 

Werecognize external development costs based on an evaluation of the progress to completion of specific tasks using information providedto us by our service providers.

 

Ourdirect research and development expenses are tracked on a program-by-program basis for our product candidates and consist primarily ofexternal costs, such as fees paid to outside consultants, CROs and CMOs in connection with our preclinical development, manufacturingand clinical development activities. Our direct research and development expenses by program also include fees incurred under our licenseagreements. We do not allocate employee costs or facility expenses, including depreciation or other indirect costs, to specific programsbecause these costs are deployed across multiple programs and, as such, are not separately classified. We use internal resources primarilyto oversee the research and development as well as for managing our preclinical development, process development, manufacturing and clinicaldevelopment activities. These employees work across multiple programs and, therefore, we do not track their costs by program.

 

Thetable below summarizes our research and development expenses incurred by program:

 

   Year Ended March 31, 
   2022   2021   2020 
Direct research and development expense by program:               
OK-101  $1,300,664   $170,417   $449,580 
OK-201   514    3,404    68,518 
Total direct research and development expense  $1,301,178   $173,821   $518,098 
                
Total research and development expense  $1,301,178   $173,821   $518,098 

 

Researchand development activities are central to our business model. Product candidates in later stages of clinical development generally havehigher development costs than those in earlier stages of clinical development, primarily due to the increased size and duration of later-stageclinical trials and related product manufacturing expenses. As a result, we expect that our research and development expenses will increasesubstantially over the next several years as we increase personnel costs and prepare for regulatory filings related to our product candidates.We also expect to incur additional expenses related to milestone, royalty payments and maintenance fees payable to third parties withwhom we have entered into license agreements to acquire the rights related to our product candidates.

 

-48-
 

 

Thesuccessful development and commercialization of our product candidates is highly uncertain. At this time, we cannot reasonably estimateor know the nature, timing and costs of the efforts that will be necessary to complete the preclinical and clinical development of anyof our product candidates or when, if ever, material net cash inflows may commence from any of our product candidates. This uncertaintyis due to the numerous risks and uncertainties associated with development and commercialization, including the uncertainty of:

 

  the scope, progress, outcome and costs of our preclinical development activities, clinical trials and other research and development activities;
     
  establishing an appropriate safety profile with IND- and CTA-enabling studies;
     
  successful patient enrollment in, and the initiation and completion of, clinical trials;
     
  the timing, receipt and terms of any marketing approvals from applicable regulatory authorities;
     
  establishing commercial manufacturing capabilities or making arrangements with third-party manufacturers;
     
  development and timely delivery of commercial-grade drug formulations that can be used in our clinical trials and for commercial launch;
     
  obtaining, maintaining, defending and enforcing patent claims and other intellectual property rights;
     
  significant and changing government regulation;
     
  launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others; and
     
  maintaining a continued acceptable safety profile of the product candidates following approval.

 

Wemay never succeed in achieving regulatory approval for any of our product candidates. We may obtain unexpected results from our clinicaltrials. We may elect to discontinue, delay or modify clinical trials.

 

Generaland Administrative Expenses

 

Generaland administrative expenses consist primarily of salaries, related benefits, travel and share-based compensation expense for personnelin executive, finance and administrative functions. General and administrative expenses also include professional fees for legal, consulting,accounting and audit services.

 

Weanticipate that our general and administrative expenses will increase in the future as we increase our headcount to support our continuedresearch activities and development of our product candidates. We also anticipate that we will incur increased accounting, audit, legal,regulatory, compliance, director and officer insurance costs, as well as investor and public relations expenses associated with beinga public company.

 

RealizationBonus Expenses

 

Thisis an extraordinary expense item for this year and includes the expenses for a realization bonus which became payable, triggered by afundraising event during the year.

 

Impairmentof an asset

 

Thisis an extraordinary expense item for this year and includes the expenses for the impairment of a non-current asset.

 

-49-
 

 

Disposalof Intellectual Property

 

Thisis an extraordinary expense item for this year and includes the expenses related to the disposal of intellectual property during theyear.

 

OtherIncome (Expense)

 

Otherexpense consists of interest on a convertible loan note.

 

Taxation

 

Thetax expense for a period represents the total of current taxation and deferred taxation. The charges in respect of current taxation arebased on the estimated taxable profit for the relevant year. Taxable profit for the year is based on the profit as shown in the incomestatement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes. The current tax liabilityfor the year is calculated using tax rates which have either been enacted or substantively enacted at the relevant balance sheet date.

 

UnderUK tax legislation, small and medium entity research and development relief allows us to claim back up to 14.5% of our surrenderablelosses as a tax cash credit.

 

Resultsof Operations

 

Theresults of operations that follow reflect the historic periods under review and should not be taken as indicative of future performance.

 

Comparisonof Years Ended March 31, 2022 and 2021

 

Thefollowing tables summarizes our results of operations for the years ended March 31, 2022 and 2021:

 

   Year Ended March 31, 
   2022   2021   Change 
     
Operating Expenses:               
Research and development  $(1,301,178)  $(173,821)  $(1,127,357)
General and administrative  $(4,916,388)  $(3,192,385)  $(1,724,003)
Total Operating expenses  $(6,217,566)  $(3,366,206)  $(2,851,360)
                
Other Income/ (Expense)   -    (12,295)   12,295 
                
Tax credit   786,521    24,994    761,527 
                
Net Loss  $(5,431,045)  $(3,353,507)  $(2,077,538)
                
Other comprehensive loss:               
Foreign currency translation adjustment   (837,152)   346,365    (1,183,517)
                
Total Comprehensive (Loss)  $(6,268,197)  $(3,007,142)  $(3,261,055)

 

Researchand Development Expenses

 

Researchand development activities were $1,301,178 for the year ended March 31, 2022 compared to $173,821 for the year ended March 31,2021 an increase of $1,127,357. The increase is due to an increase in research and development activity after the temporary pausein research and development activity in 2020 while the Scientific Advisory Board and management team were established.

 

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Generaland Administrative Expenses

 

Generaland Administrative expenses were $4,916,388 forthe year ended March 31, 2022 as compared to $3,192,385 for the year ended March 31, 2021, an increase of $1,724,003. The increase ispredominantly due to the establishment of a management team and an increase in activity in the Company.

 

IncomeTax Credit

 

Incometax credits of $786,521 and $24,994 are recognized for the years ended March 31, 2022 and 2021, respectively. The credits are obtainedat a rate of 14.5% of 230% of our qualifying research and development expenditure, respectively. The increase in the provision is dueprimarily to an increase in qualifying research and development expenditure incurred in the year ending March 31, 2022, plus more qualifyingresearch and development expenditure identified for the year ending March 31, 2021 than was provided for.

 

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Comparisonof Years Ended March 31, 2021 and 2020

 

Thefollowing tables summarizes our results of operations for the years ended March 31, 2021 and 2020:

 

   Year Ended March 31, 
   2021   2020   Change 
   (in thousands) 
Operating Expenses:               
Research and development  $(173,821)  $(518,098)  $344,277 
General and administrative  $(3,192,385)  $(1,016,548)  $(2,175,837)
Total Operating expenses  $(3,366,206)  $(1,534,646)  $(1,831,560)
                
Other Income/ (Expense)   (12,295)   (85,701)   73,407 
                
Tax credit   24,994    76,289    (51,295)
                
Net Loss  $(3,353,507)  $(1,544,059)  $(1,809,448)
                
Other comprehensive loss:               
Foreign currency translation adjustment   346,365    86,654    259,711 
                
Total Comprehensive (Loss)/Profit  $(3,007,142)  $(1,457,405)  $(1,549,737)

 

Researchand Development Expenses

 

Researchand development activities were $173,821 for the year ended March 31, 2021 compared to $518,098 for the year ended March 31, 2020. Thedecrease of $344,277 is due to the temporary pause in research and development activity in 2020 while the Scientific Advisory Board andteam were established.

 

Generaland Administrative Expenses

 

Generaland administrative expenses were $3,192,385 and $1,016,548 for the year ended March 31, 2021 and 2020. The increase of $2,175,837 ispredominantly due to bonuses accrued of approximately $1,200,000, additional share-based payment charges of approximately $485,000, additionallegal and audit costs of approximately $142,000 and realized foreign exchange approximately $466,000 offset by savings of approximately$103,000.

 

IncomeTax Credit

 

Incometax credits of $24,994 and $76,289 are recognized for the years ended March 31, 2021 and 2020, respectively. The credits are obtainedat a rate of 14.5% of 230% of our qualifying research and development expenditure, respectively. The decrease in the provision is dueprimarily to the decrease in qualifying research and development expenditure incurred in the year ending March 31, 2021.

 

Liquidityand Capital Resources

 

Sinceour inception, we have not generated any revenue and have incurred operating losses and negative cash flows from our operations. We havefunded our operations to date primarily with proceeds from the sale of ordinary shares, ADSs, and convertible loan notes.

 

Asof March 31, 2022, we had cash and cash equivalents of $2,700,723.

 

ThroughMarch 31, 2022, we had received net cash proceeds of $1,378,387 from exercise of warrants.

 

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CashFlows

 

Thefollowing table summarizes our cash flows for each of the periods presented:

 

   Year ended March 31, 
   2022   2021   2020 
Net cash used in operating activities  $(5,468,065)  $(1,600,198)  $(1,202,066)
Net cash used in investing activities   (1,669)   (18,114)   (132,668)
Net cash provided by financing activities   2,153,270    7,826,938    963,310 
Effect of exchange rate changes on cash and cash equivalents   (872,141)   445,216    (20,708)
                
Net (decrease)/increase in cash and cash equivalents  $(3,316,464)  $6,208,627   $(371,423)

 

NetCash Used in Operating Activities

 

Ouruse of cash in each of the years ended March 31, 2022, 2021 and 2020, resulted primarily from our net losses, adjustedfor non-cash charges and changes in components of working capital. Net cash used in operating activities of $5,468,065 during the yearended March 31, 2022 increased by $3,867,867 compared to the year ended March 31, 2021. The increase in net cash used in operating activitieswas primarily due to increased activity.

 

Ouruse of cash in each of the years ended March 31, 2021 and 2020 resulted primarily from our net losses, adjusted for non-cash chargesand changes in components of working capital. Net cash used in operating activities of $1,600,198 during the year ended March 31, 2021increased by $398,132 compared to the year ended March 31, 2020. The increase in net cash used in operating activities was primarilydue an increase in accruals.

 

NetCash Used in Investing Activities

 

Duringthe year ended March 31, 2022, we used $1,669 of cash in investing activities for the purchases of property and equipment.

 

Duringthe year ended March 31, 2021 we used $18,114 of cash in investing activities for the purchases of property and equipment and a loanto West African Minerals Ltd. During the year ended March 31, 2020, $132,668 was used for the same reason.

 

NetCash Provided by Financing Activities

 

Duringthe years ended March 31, 2022 and 2021, net cash provided by financing activities was $2,153,270 and $7,826,938, respectively,consisting of net cash proceeds from our sale and issuance of ordinary shares, entering into fixed term convertible loan agreements andthe exercise of warrants.

 

During the year endedMarch 31, 2021, and 2020, net cash provided by financing activities was $7,826,939 and $963,310, respectively, consisting of net cashproceeds from our sale and issuance of ordinary shares and entering into fixed term convertible loan agreements.

 

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FundingRequirements

 

Weexpect our expenses to increase substantially in connection with our ongoing activities, particularly as we advance the preclinical activities,manufacturing and clinical trials of our product candidates and as we:

 

  seek regulatory approvals for any product candidates that successfully complete clinical trials;
     
  establish a sales, marketing and distribution infrastructure in anticipation of commercializing any product candidates for which we may obtain marketing approval and intend to commercialize on our own or jointly;
     
  hire additional clinical, medical and development personnel;
     
  expand our infrastructure and facilities to accommodate our growing employee base; and
     
  maintain, expand and protect our intellectual property portfolio.

 

Webelieve that our existing cash, will enable us to fund our operating expenses and capital expenditure requirements for the foreseeablefuture. We have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resourcessooner than we expect. If we receive regulatory approval for our other product candidates, we expect to incur significant commercializationexpenses related to product manufacturing, sales, marketing and distribution.

 

Becauseof the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical product candidates,we are unable to estimate the exact amount of our working capital requirements. Our future funding requirements will depend on and couldincrease significantly as a result of many factors, including:

 

  the scope, progress, outcome and costs of our preclinical development activities, clinical trials and other research and development activities;
     
  the costs, timing, receipt and terms of any marketing approvals from applicable regulatory authorities;
     
  the costs of future activities, including product sales, marketing, manufacturing and distribution, for any of our product candidates for which we receive marketing approval;
     
  the revenue, if any, received from commercial sale of our products, should any of our product candidates receive marketing approval;
     
  the costs and timing of hiring new employees to support our continued growth;
     
  the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending intellectual property-related claims; and
     
  the extent to which we acquire technologies.

 

Untilsuch time, if ever, that we can generate product revenue sufficient to achieve profitability, we expect to finance our cash needs throughequity offerings. To the extent that we raise additional capital through the sale of equity, your ownership interest will be diluted.If we raise additional funds through other third-party funding, collaboration agreements, strategic alliances, licensing arrangementsor marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, researchprograms or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional fundsthrough equity financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercializationefforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.

 

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Borrowings

 

OnMay 29, 2020, we entered into a fixed term unsecured loan agreement with existing shareholders for $606,980 at an interest rate of 20%per annum to be repaid no later than 48 months after the date of the agreement. On May 4, 2021, $167,434 of the fixed term loan agreementplus the associated interest accrued, was converted and 62,920,000 shares were issued accordingly at a price of $0.006 per share. OnFebruary 24, 2022, all remaining fixed term loan agreements plus the associated interest accrued were converted and 165,176,000 shareswere issued accordingly at a price of $0.006 per share.

 

OnJuly 27, 2020, we entered into a fixed term unsecured loan agreement with existing shareholders for $4,828,250 at an interest rate of2.15% per annum to be repaid no later than 36 months after the date of the agreement. On May 4, 2021, the fixed term loan agreement plusthe associated interest accrued, was converted and 43,889,863 shares were issued accordingly at a price of $0.117 per share.

 

OnAugust 17, 2020, we entered into a fixed term unsecured loan agreement with existing shareholders for $1,982,485 at an interest rateof 2.15% per annum to be repaid no later than 36 months after the date of the agreement. On May 4, 2021 the fixed term loan agreementplus the associated interest accrued, was converted and 18,021,226 shares were issued accordingly at a price of $0.117 per share.

 

OnSeptember 3, 2020, we entered into a fixed term unsecured loan agreement with existing shareholders for $689,750 at an interest rateof 2.15% per annum to be repaid no later than 36 months after the date of the agreement. On May 4, 2021 the fixed term loan agreementplus the associated interest accrued, was converted and 6,269,980 shares were issued accordingly at a price of $0.117 per share.

 

Theloans were converted into ordinary shares in May 2021 and February 2022.

 

InAugust 2022, we secured a short-term credit facility from Tiziana Life Sciences Ltd., a related party, for $2,000,000 in order to supportshort term liquidity. The loan is available for a period of 6 months upon first draw-down and carries an interest rate of 16% per annum,with additional default interest of 4% if the loan is not repaid after the 6-month period.

 

ContractualObligations

 

Thefollowing table summarizes our contractual commitments and obligations as of March 31, 2022 and 2021.

 

As at March 31, 2022    
(in thousands)  Total  

Less than

1 Year

  

Between 1 and 5 Years

  

More than

5 Years

 
Borrowings  $ -   -   -   - 
Operating lease obligations  $19   $19   $           -       - 
Total  $19   $19   $-    - 

 

As at March 31, 2021    
(in thousands)  Total  

Less than

1 Year

   Between 1 and 5 Years  

More than

5 Years

 
Borrowings  $8,371    -    -    8,371 
Operating lease obligations  $-   $    -   $     -    - 
Total  $8,371   $-   $-    8,371 

 

Quantitativeand Qualitative Disclosures about Market Risk

 

Weare exposed to market risks in the ordinary course of our business, which are principally limited to interest rate fluctuations and foreigncurrency exchange rate fluctuations. We maintain significant amounts of cash and cash equivalents that are in excess of federally insuredlimits in various currencies, placed with one or more financial institutions for varying periods according to expected liquidity requirements.

 

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InterestRate Risk

 

Ourexposure to interest rate sensitivity is impacted by changes in the underlying U.S. and U.K. bank interest rates. Our surplus cash andcash equivalents have been invested in interest-bearing savings and money market accounts from time to time. We have not entered intoinvestments for trading or speculative purposes. Due to the conservative nature of our investment portfolio, which is predicated on capitalpreservation of investments with short-term maturities, we do not believe an immediate one percentage point change in interest rateswould have a material effect on the fair market value of our portfolio, and therefore we do not expect our operating results or cashflows to be significantly affected by changes in market interest rates.

 

ForeignCurrency Exchange Risk

 

Wemaintain our consolidated financial statements in the functional currency pounds Sterling. Monetary assets and liabilities denominatedin currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balancesheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at theexchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are includedin the determination of net income (loss) for the respective periods.

 

Forfinancial reporting purposes, our consolidated financial statements are prepared using the functional currency, and translated into theU.S. dollar. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translatedat the average exchange rates and shareholders’ equity is translated based on historical exchange rates. Translation adjustmentsare not included in determining net income (loss) but are included in foreign exchange adjustment to accumulate other comprehensive loss,a component of shareholders’ equity.

 

Wedo not currently engage in currency hedging activities in order to reduce our currency exposure, but we may begin to do so in the future.Instruments that may be used to hedge future risks may include foreign currency forward and swap contracts. These instruments may beused to selectively manage risks, but there can be no assurance that we will be fully protected against material foreign currency fluctuations.

 

CriticalAccounting Policies and Significant Judgments and Estimates

 

Ourconsolidated financial statements are prepared in accordance with IFRS as issued by the IASB. The preparation of our consolidated financialstatements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,costs and expenses, and the disclosure of contingent assets and liabilities in our consolidated financial statements. We base our estimateson historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, theresults of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparentfrom other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimatesunder different assumptions or conditions.

 

Whileour significant accounting policies are described in more detail in our consolidated financial statements, we believe that the followingaccounting policies are those most critical to the judgments and estimates used in the preparation of our consolidated financial statements.

 

AccruedResearch and Development Expenses

 

Aspart of the process of preparing our consolidated financial statements, we are required to estimate our accrued research and developmentexpenses. This process involves reviewing open contracts and purchase orders, communicating with our personnel to identify services thathave been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service whenwe have not yet been invoiced or otherwise notified of actual costs. We make estimates of our accrued expenses as of each balance sheetdate in the consolidated financial statements based on facts and circumstances known to us at that time. We periodically confirm theaccuracy of these estimates with the service providers and make adjustments if necessary. Examples of estimated accrued research anddevelopment expenses include fees paid to:

 

  vendors in connection with preclinical development activities;
     
  CROs and investigative sites in connection with preclinical studies and clinical trials; and
     
  CMOs in connection with drug substance and drug product formulation of preclinical study and clinical trial materials.

 

Webase our expenses related to preclinical studies on our estimates of the services received and efforts expended pursuant to quotes andcontracts with multiple research institutions and CROs that conduct and manage preclinical studies and clinical trials on our behalf.The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows.There may be instances in which payments made to our vendors will exceed the level of services provided and result in a prepayment ofthe expense. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completionof clinical trial milestones. In accruing service fees, we estimate the time period over which services will be performed and the levelof effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate,we adjust the accrual or the amount of prepaid expenses accordingly. Although we do not expect our estimates to be materially differentfrom amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timingof services performed may vary and may result in reporting amounts that are too high or too low in any particular period. To date, therehave not been any material adjustments to our prior estimates of accrued research and development expenses.

 

Valuationof Share-Based Compensation and Tranche Obligations

 

Share-BasedCompensation

 

Werecognize compensation expense for equity option awards based on the grant date fair value of the option award. For equity option awardsthat vest based on a service condition, the share-based compensation expense is recognized on a straight-line basis over the requisiteservice period. For equity option awards that contain both performance and service conditions, we recognize share-based compensationexpense ratably over the requisite service period when the achievement of a performance-based milestone is probable based on the relativesatisfaction of the performance condition as of the reporting date. We use the fair value of our ordinary shares to determine the fairvalue of the equity option awards.

 

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Thecalculation of the fair value of equity-settled share-based awards and the resulting charge to the statement of comprehensive incomerequires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of theCompany’s ordinary share price. These assumptions are then applied to a recognized valuation model in order to calculate the fairvalue of the awards.

 

Whereemployees, directors or advisers are rewarded using share-based payments, the fair value of the employees’, directors’ oradvisers’ services are determined by reference to the fair value of the share options / warrants awarded. Their value is appraisedat the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets).Warrants issued in association with the issue of convertible loan notes are also considered as share based payments and a share-basedpayment charge is calculated for these too.

 

Inaccordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share optionsbased upon the fair value of the instrument used. A corresponding credit is made to a reserve, or Share Based Payment Reserve, in thecase of options / warrants awarded to employees, directors or advisers, and ordinary shares to be issued.

 

Reservein the case of warrants issued in association with the issue of convertible loan notes, net of deferred tax where applicable.

 

Ifvesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimateof the number of share options / warrants expected to vest. Non-market vesting conditions are included in assumptions about the numberof options / warrants that are expected to become exercisable.

 

Estimatesare subsequently revised, if there is any indication that the number of share options / warrants expected to vest differs from previousestimates. No adjustment is made to the expense or share issue cost recognized in prior periods if fewer share options ultimately areexercised than originally estimated.

 

Uponexercise of share options / warrants, the proceeds received are allocated to share capital with any excess being recorded as share premium.

 

Whereshare options are cancelled, this is treated as an acceleration of the vesting period of the options. The amount that otherwise wouldhave been recognized for services received over the vesting period is recognized immediately within the statement of comprehensive income.

 

Weexpect the impact of our share-based compensation expense for share option awards granted to employees, directors and other service providersto grow in future periods due to the potential increases in the value of our ordinary shares and headcount.

 

Inconducting the valuations, we considered all objective and subjective factors that we believed to be relevant for each valuation conducted,including our best estimate of our business condition, prospects and operating performance at each valuation date. Within the valuationsperformed, a range of factors, assumptions and methodologies were used. The significant factors included:

 

  the lack of an active public market for our ordinary shares;

 

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  our results of operations, financial position and the status of our research and preclinical development efforts;
     
  the material risks related to our business;
     
  our business strategy;
     
  the market performance of publicly traded companies in the life sciences and biotechnology sectors;
     
  the prices paid in recent transactions involving our ordinary shares;
     
  the likelihood of achieving a liquidity event for the holders of our ordinary shares, such as an IPO, given prevailing market conditions; and
     
  any recent contemporaneous valuations of our ordinary shares prepared in accordance with methodologies outlined in the practice aid.

 

Thedates of our valuations have not always coincided with the dates of our share grants. In determining the value of our ordinary sharesset forth in the table above, our board of directors considered, among other things, the most recent sale and issuance of our ordinaryshares, our stage of research and development, our operating and financial performance and current business conditions.

 

Theestimates of fair value of our ordinary shares are highly complex and subjective. There are significant judgments and estimates inherentin the determination of the fair value of our ordinary shares. These judgments and estimates include assumptions regarding our futureoperating performance, and the determinations of the appropriate valuation methods. The assumptions underlying these valuations representmanagement’s best estimates, which involve inherent uncertainties and the application of management judgment. If we had made differentassumptions, our stock-based compensation expense, net loss and net loss per share could have been materially different. If we had madedifferent assumptions, our net loss and net loss per ordinary share could have been materially different.

 

Taxation

 

Thetax expense for a period represents the total of current taxation and deferred taxation. The charges in respect of current taxation arebased on the estimated taxable profit for the relevant year. Taxable profit for the year is based on the profit as shown in the incomestatement, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes. The current tax liabilityfor the year is calculated using tax rates which have either been enacted or substantively enacted at the relevant balance sheet date.

 

Deferredtax is provided in full, using the liability method on temporary differences arising between the tax base of assets and liabilities andtheir carrying values in the financial statements. The deferred tax is not accounted for if it arises from initial recognition of anasset or liability in a transaction other than a business combination that at the time of the transaction affects neither accountingnor taxable profit or loss. Deferred tax is determined using tax rates which have been enacted or substantively enacted at the balancesheet date and are expected to apply when the related deferred tax asset is realized, or the deferred income tax liability is settled.

 

Deferredtax assets are recognized to the extent that it is probable that future taxable profits will be available against which the temporarydifferences can be utilized.

 

Deferredtax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversalof the temporary difference is controlled by the group and it is probable that the temporary difference will not reverse in the foreseeablefuture.

 

Business

 

Overview

 

Weare a preclinical biopharmaceutical company developing next-generation therapeutics to improve the lives of patients suffering from inflammatoryeye diseases and ocular pain. Our research program is focused on a novel G Protein-Coupled Receptor, or GPCR, which we believe playsa key role in the pathology of these inflammatory eye diseases of high unmet medical need. Our therapeutic approach is focused on targetinginflammatory and pain modulation pathways that drive these conditions. We are presently developing OK-101, our lead preclinical productcandidate, for the treatment of dry eye disease (“DED”). We also plan to evaluate its potential in benefiting patients withocular neuropathic pain, uveitis and allergic conjunctivitis. We have also been evaluating OK-201, a bovine adrenal medulla, or BAM,lipidated-peptide preclinical analogue candidate for the treatment of neuropathic ocular pain, and plan on maintaining this drug candidateat the exploratory level while we focus our primary energy on the OK-101 program.

 

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On November 18, 2022 we filedwith FDA an IND on OK-101 to treat DED, and plan to open a Phase 2 trial in DED patients in the first quarter of 2023(see Figure 1).

 

Figure1. OKYO Pipeline

 

 

Theevidence from over 40 years of scientific literature suggests inflammation as the most common underlying characteristic of DED. An increasein the levels of inflammatory cytokines in both conjunctiva and tears is known to cause the chronic inflammation associated with DED.Consequently, development of new therapeutic agents that target inflammatory pathways is crucial in improving symptoms in DED patients.Moreover, a number of DED patients suffer from ocular neuropathic pain, making their condition more resistant to topical anti-inflammatorytherapy, and a drug capable of targeting both of these aspects of DED would be a significant addition to the ocular-care practitioner’sarsenal for the treatment of DED. On February 21, 2018, we announced that we successfully obtained (via assignment from Panetta PartnersLimited, a related party) a license from OTT to patents owned or controlled by OTT and a sub-license from OTT to certain patents licensedby OTT from TMC to support our ophthalmic disease drug programs. These licenses gave us the right to exploit the IP estate which is directedto compositions-of-matter and methodologies for treating ocular inflammation, DED with chemerin or lipid-linked chemerin analogues. Wealso have a license from TMC to a separate IP estate for treating symptoms of ocular neuropathic pain, uveitis and associated pain. Thescope of our use of the TMC IP granted to us through the sublicense with OTT is commensurate with the scope of use of the IP grantedto OTT from TMC. This intellectual property forms the basis of our OK-101 program, which is discussed in greater detail below

 

OK-101

 

OK-101,our lead preclinical product candidate, is focused on keratoconjunctivitis sicca, commonly referred to as DED, which is a multifactorialdisease caused by an underlying inflammation resulting in the lack of lubrication and moisture in the surface of the eye. DED is oneof the most common ophthalmic conditions encountered in clinical practice. Symptoms of DED include constant discomfort and irritationaccompanied by inflammation of the ocular surface, visual impairment and potential damage to the ocular surface. There are presentlyapproximately 20 million people suffering from DED in the U.S. alone (Farrand et al. AJO 2017; 182:90), with the disease affecting approximatelyup to 34% of the population aged 50+ (Dana et al. AJO 2019; 202:47), and with women representing approximately two-thirds of those affected(Matossian et al. J Womens Health (Larchmt) 2019; 28:502–514). Prevalence of DED is anticipated to increase substantially in thenext 10-20 years due to aging populations in the U.S., Europe, Japan and China and use of contact lenses in the younger population. Webelieve this increase in prevalence of DED represents a major expanding economic burden to public healthcare. According to Market ResearchReport, Dry Eye Disease, December 2020, the global DED market in 2019 was approximately $5.22 billion, with the market size expectedto reach $6.54 billion by 2027. In addition, DED causes approximately $3.8 billion annually in healthcare costs and represents a majoreconomic burden to public healthcare, accounting for more than $50 billion to the U.S. economy annually.

 

Atpresent, there are five major prescription drugs available to treat DED: 1) Restasis (0.05% cyclosporine), 2) Cequa (0.09% cyclosporine),3) Xiidra (5% lifitegrast), 4) Tyrvaya (0.03mg varenicline), and 5) Eysuvis (0.25% loteprednol – a corticosteroid for short termuse only). However, DED continues to be a major unmet medical need due to the large number of patients not well served by the treatmentsavailable to them through the medical community.

 

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Thedevelopment of new drugs to treat DED has been particularly challenging due to the heterogeneous nature of the patient population sufferingfrom DED, and due to the difficulties in demonstrating an improvement in both signs and symptoms of the disease in well-controlled clinicaltrials. OK-101 is designed to target a chemokine-like receptor 1, or CMKLR1, or CHEMR23, which is a G protein-coupled receptor (See Figure2) expressed on macrophages, neutrophils, monocytes, plasmacytoid/myeloid dendritic cells, natural killer cells and nonhemopoietic celltypes, such as endothelial and epithelial cells as well as neurons and glial cells in the dorsal root ganglion, spinal cord, and retina.Activation of CMKLR1 by its endogenous peptide ligand chemerin is known to modulate inflammation and pain, but natural ligands for CMKLR1have short half-lives due to rapid inactivation. Discovery of OK-101, a stable, high potency CMKLR1 agonist by On Target Therapeutics(technology licensed exclusively to OKYO Pharma) provided an important step toward the development of a new class of anti-inflammatorytherapeutics that can be applied to the treatment of ophthalmic diseases including DED, uveitis and ocular pain.

 

 

Figure2. OK-101 binds to CHEMR23 receptor producing an anti-inflammatory response

 

Akey driver in the development of OK-101 to treat DED, uveitis and other ocular conditions was an analysis of the inherent advantagesand difficulties associated with the treatment of ocular conditions. One of the major issues with topical administration of any drugdesigned for treating DED is the requirement that the drug have adequate drug ‘residence’ time at the ocular site to afforda pharmacologic benefit before being washed out through natural processes of tear enhancement and lacrimal tear drainage. The drug candidateswe have developed are designed to combat washout by including a lipid ‘anchor’ within the candidate drug molecule to enhancethe residence time of the drug in the eye. We refer to our candidates for DED as “lipidated-chemerin” analogues to highlightthis pharmacologic characteristic. Figure 3 shows the significance of including a lipid anchor in the “chemerin” moleculeon drug potency and wash resistance conducted in a series of in vitro studies.

 

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Figure3 shows the significance of including a lipid anchor in the “chemerin” molecule on drug potency and wash resistance conductedin a series of in vitro studies. HEK293 cells were transiently transfected with cDNAs encoding human chemerin receptor CMKLR1.Twenty-four hours after transfection, cells were stimulated with increasing concentrations of OK-101 for 15 min and luciferase activitywas determined as described (Doyle J et al, J. Biol. Chem. 2014). Data points represent the mean S.E. from at least three independentexperiments, each performed in triplicate. A lipidated stable chemerin analog showed higher potency against human chemerin receptor thanthe corresponding non-lapidated peptide (Figure 3 top panel). Signaling of lipidated stable chemerin analog persisted despite serialwashes, whereas activity of the non-lipidated peptide was markedly diminished (Figure 3 bottom panel).

 

Thepotency of OK-101 was first determined in a cell-based PathHunter® β-Arrestin assay. This assay monitors the activation of aGPCR in a homogenous, non-imaging assay format using a technology developed by DiscoverX called Enzyme Fragment Complementation (EFC)with β-galactosidase (β-Gal) as the functional reporter. The enzyme is split into two inactive complementary portions (EA forEnzyme Acceptor and PK for ProLink) expressed as fusion proteins in the cells. EA is fused to β-Arrestin and PK is fused to humanChemokine-like receptor 1, CMKLR1. Activation of CMKLR1-PK induces β-Arrestin-EA recruitment, forcing complementation of the twoβ-galactosidase enzyme fragments (EA and PK). The resulting functional enzyme hydrolyzes substrate to generate a chemiluminescentsignal, which is measured using chemiluminescent PathHunter® Detection Reagents.

 

AssayDesign: PathHunter cell lines co-expressing the ProLink™ (PK) tagged GPCR (human Chemokine-like receptor 1, CMKLR1) and the EnzymeAcceptor (EA) tagged β-Arrestin were expanded from freezer stocks according to standard procedures. Cells were seeded in a totalvolume of 20 μL into white walled, 384-well microplates and incubated at 37°C for the appropriate time prior to testing. For agonistpotency determination, cells were treated with various concentrations of peptide to induce response and incubated at 37°C for 90minutes. Assay signal was generated through a single addition of 12.5 or 15 μL (50% v/v) of PathHunter Detection reagent cocktail,followed by a one-hour incubation at room temperature. Microplates were read following signal generation with a PerkinElmer EnvisionTMinstrument for chemiluminescent signal detection. Compound activity was analyzed using CBIS data analysis suite (ChemInnovation, CA).Figure 4 below shows the agonist activity of OK-101 against human chemerin receptor CMKLR1 determined using PathHunter® β-Arrestinassay. OK-101 was shown to have a sub-nanomolar EC50 potency.

 

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Figure4. Agonist activity of OK-101 using PathHunter® β-Arrestin assay

 

Tofurther characterize the potential efficacy of OK-101 to treat DED, OK-101 was tested in a mouse model of acute DED. Animals were dividedinto five separate cohorts that included: 1) non-stressed control animals untreated throughout the study, 2) animals treated with scopolamineto induce acute DED, 3) animals treated with scopolamine to induce acute DED and treated with 0.1% cyclosporine as a positive control,4) animals treated with scopolamine to induce acute DED and treated with phosphate buffer solution (the vehicle used for OK-101 delivery),and 5) animals treated with scopolamine to induce acute DED and treated with OK-101 in phosphate buffered solution.

 

Animalsin cohorts 1) and 2) were left untreated with test agents throughout the 5-day period, whereas animals in cohorts 3), 4) and 5) weretreated with either cyclosporine, or CS, vehicle or OK-101, respectively, twice a day during the 5-day period via bilateral topicaladministration of the respective agents. On the fifth day, all of the animals were assessed for efficacy by evaluating corneal permeability,a measure of dry-eye effectiveness, in live animals, as well as by exploring the impact of respective treatments on immune response.

 

Figure5 shows the results from this animal study. Animals induced with scopolamine to generate acute DED showed a dramatic, statistically significantincrease in corneal permeability relative to naïve non-stressed animals. The addition of cyclosporine to scopolamine-induced DEDanimals showed a statistically significant reduction of permeability (p ≤ 0.001). Notably, OK-101 demonstrated a dramatic reductionof DED-induced corneal permeability as well (p ≤ 0.001). OK-101’s effect in reducing DED-induced corneal permeability wasvirtually identical to that of the cyclosporine positive control and close to the baseline corneal permeability observed in non-stressedcontrol animals.

 

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Figure5. Effect of various treatments on mouse corneal permeability. Corneal permeability was measured using Oregon Green Dextran (OGD)staining followed by imaging. CS was positive control.

 

Followingthe in-life portion of the study, immunohistochemistry was performed on frozen sections of enucleated mouse eyes to measure CD4+ T-cellinfiltration into the conjunctival epithelium of the eye (Figure 6). Animals induced to develop acute DED and not treated with drug (Vehicleanimals) showed significant infiltration of CD4+ T cells within the conjunctival epithelium, whereas OK-101 demonstrated a statisticallysignificant (p ≤ 0.01) reduction in dry-eye-induced enhancement of CD4+ T-cells. In fact, the level of CD4+ T cells observed inOK-101 treated animals was equivalent to the CD4+ T cell level observed in naïve untreated animals.

 

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Figure6. CD4+ T cells in the conjunctival epithelium after acute DED induction.

 

Immunohistochemistrywas also performed on enucleated intact conjunctiva of mouse eyes fixed in 10% formalin, embedded in paraffin, and sectioned and stained.DED typically leads to a loss of goblet cell density as was observed following induction of DED in the mice administered Vehicle (Figure7). Whereas administration of OK-101 significantly rescued the DED-induced loss of Goblet Cells.

 

 

Figure7. Goblet Cell density following acute DED induction.

 

DEDis a multifactorial disease for which the exact pathophysiological mechanism remains unknown. The combination of a compromised tear film,ocular surface inflammation, and neurosensory abnormalities is considered the main causes of DED. Nerves of the ocular surface have botha sensory function and a physiological function. Sensory function involves the nociceptive system that provides awareness of surroundingenvironment as well as internal stimuli to the central nervous system so that appropriate action can be initiated, if needed, to preventtissue damage. In addition, ocular surface nerves have a large impact on the tear film health and can impact both the progression andtreatment of DED.

 

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Neuropathicocular pain in DED has remained a challenging condition to treat since there are no approved topical drugs available. Current treatmentsfor neuropathic ocular pain are limited to short term NSAIDs, steroids, gabapentin, and opioids in severe cases. Neuropathic pain occursthrough changes in both peripheral and central neurons leading to allodynia and hyperalgesia. Peripheral sensitization from the inflammatorycytokines during and after ocular surface injury alters responsiveness of peripheral sensory neurons, which initiates complex neuroinflammatoryand electrophysiological signaling in the central nervous system that amplify the pain signaling.

 

Ina separate set of animal model experiments, we evaluated the pain-reducing activity of OK-101 in a ciliary nerve ligation mouse modelof corneal neuropathic pain. In collaboration with Pedram Hamrah, MD, Professor of Ophthalmology, an internationally recognized corneaspecialist, and clinician-scientist at Tufts Medical Center, Boston, we demonstrated that OK-101 suppresses corneal neuropathic painin a mouse model of ciliary nerve ligation developed in Dr. Hamrah’s laboratory. OK-101 was topically administered to mice in comparisonto the positive control gabapentin which was administered via intraperitoneal injection. Pain relief was evaluated by an eye-wipe count,and OK-101 was shown to reduce corneal pain similar to that of gabapentin (Figure 8), a commonly used anticonvulsant oral drug typicallyused to treat neuropathic pain for conditions such as shingles and other systemic nerve pain disorders. Notably, the drug concentrationof OK-101 used in this study was identical to that used in mouse models of DED that demonstrated ocular anti-inflammatory activity. OK-101had no neurotoxic effect and did not affect the corneal epithelial integrity.

 

 

Figure8. OK-101 ameliorates neuropathic corneal pain in a mouse model of ciliary nerve ligation

 

Cornealneuropathic pain when observed in DED patients typically makes their condition even more resistant to topical anti-inflammatory therapy.Such patients would benefit from a drug with the potential to treat both the ocular surface through its anti-inflammatory activity andthe ocular sensory dysfunction with neuropathic pain-reducing activity. The chemerin receptor (ChemR23), that OK-101 targets is expressedon select populations of immune cells, as well as on neurons and glial cells in the dorsal root ganglion, spinal cord, and retina. Webelieve OK-101 has the potential to address both the increased inflammatory cytokines resulting from tear film imbalance as well as heightenedneuro sensory abnormalities through peripheral corneal nerve damage as pictorially shown in Figure 9. We believe that OK-101 is a promisingtarget for the treatment of both inflammatory and neuroinflammatory pain in DED patients.

 

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Figure9. OK-101 Addresses Inflammation and Pain Components of Dry Eye

 

Toevaluate the anticipated tolerance of humans to topical administration of OK-101, a separate series of experiments was also performedto evaluate ocular tolerance of OK-101 in rabbits via repeated ocular instillation followed by clinical ophthalmic observations.Rabbit ocular tolerance tests on OK-101 showed no adverse signs such as inflammation, chemosis or hyperemia and no signs of local irritation.

 

Basedon the overall results from the DED animal model, the neuropathic corneal pain model, and the rabbit ocular tolerance studies, we movedforward over the past 18 months with plans to file an IND on OK-101 to treat DED to enable usto begin clinical trials soon thereafter. During the fourth quarter of 2021 we successfully manufactured a 200-gram batch of OK-101 drugsubstance needed for initiating the IND-enabling studies that were begun during the first quarter of 2022. In support of this work, wealso had previously signed an agreement on April 13, 2021, with Ora, Inc., or Ora, a major CRO, specializing in ophthalmic drug developmentwho have provided us with the following services over the past 18 months:

 

Preparation of the OK-101 pre-IND briefing document used in the successful pre-IND meeting with FDA in February of this year;
Support with the OK-101 pre-IND meeting OKYO accomplished with FDA earlier this year;
Support for the planned regulatory publishing and submission of the OK-101 IND in electronic common technical document, or eCTD, format;
Quality oversight for the recent successful development of the topical OK-101 formulation for future human studies;
Quality oversight of the successful development and qualification of the drug stability analysis method for OK-101 along with successfully conducting stability studies to establish formulated drug product is stable for at least 90 days; and
Support for the recently completed animal toxicology studies in rabbits and dogs

 

Outlookand Strategy for Development of OK-101 to Treat DED

 

Thedevelopment of new drugs to treat DED has been particularly challenging due to the heterogeneous nature of the patient population sufferingfrom DED, and due to the difficulties in demonstrating an improvement in both signs and symptoms of the disease in well-controlled clinicaltrials. The evidence from over 40 years of scientific literature, however, suggests inflammation as the most common underlying elementof DED. Consequently, development of new therapeutic agents that target inflammatory pathways is looking to be an attractive approachin improving symptoms in DED patients. Moreover, large number of dry eye patients suffer from ocular neuropathic pain, making their conditionmore resistant to topical anti-inflammatory therapy, and a drug capable of targeting both of these aspects of DED would be a significantaddition to the ocular-care practitioner’s arsenal for the treatment of DED.

 

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Overthe past nine months we accomplished the following:

 

Completed topical formulation of the OK-101 drug product as well as initial stability studies
Finalized the bioanalytical method development to support the OK-101 clinical program
Completed batch manufacture of cGMP OK-101 for clinical trials
Completed toxicokinetic method development
Completed toxicology studies in rabbits and dogs
Completed stability studies of formulated OK-101

 

We recently completed allfinal stages of this concerted effort to complete all IND enabling activities and filed with FDA the IND on OK-101 to treat DED on November18, 2022.

 

Basedon recent consultations with our clinical CRO, Ora Inc., we are planning to commence the first human study with OK-101 in the first quarterof 2023, and because the drug is designed to be administered topically, we plan to skip the standard Phase 1 studies typically expectedwith orally delivered or injectable drug candidates in non-life-threatening conditions. This first trial is planned to be a Phase 2 efficacyclinical trial in DED patients and is anticipated to be conducted in approximately 200 to 250 DED patients. The study is being designedin conjunction with, and will be managed and monitored by Ora Inc. The Phase 2 trial is expected to be completed in 6-9 monthsfrom enrollment of the first patient.

 

OnFebruary 15, 2022, we announced the successful completion of the pre-IND meeting facilitated by Ora with the FDA regarding developmentplans for OK-101 to treat DED. Both nonclinical and clinical development milestones were covered in the pre-IND meeting, with the FDAagreeing that our first human trial would be a Phase 2 safety and efficacy trial in DED patients. The FDA also provided guidance on theplanned protocol for this trial in DED patients, concurring with one particular option OKYO has considered for the final protocol whichis to designate co-primary efficacy endpoints covering both a sign and a symptom of DED in the clinical trial. Notably, the final decisionto designate any efficacy endpoints as primary endpoints in this trial would be highly significant as should this phase 2 trial thenmeet any prespecified primary endpoints, the trial should considerably affect the timeline to an NDA filing with the FDA for OK-101 totreat DED.

 

AdditionalApplicable Disease Indications for OK-101

 

Ophthalmicdiseases

 

Asecond related ophthalmic disease indication that is the target of our chemerin-based technology is uveitis. Uveitis is the third leadingcause of blindness worldwide. The most common type of uveitis is an inflammation of the iris called iritis (anterior uveitis). Uveitiscan damage vital eye tissue, leading to permanent vision loss. Uveitis is currently treated with corticosteroid eyedrops and injectionsthat reduce inflammation, however, the long-term use of corticosteroids causes increased risk of cataracts and glaucoma, requiring closemonitoring for the drug’s potential side effects.

 

Oncewe are in the clinic evaluating OK-101 to treat dry eye, we will also undertake the clinical plan to explore the drug candidate’spotential to suppress the inflammation associated with uveitis. In support of this plan, we will also be exploring preclinical developmentof OK-101 for the uveitis indication by first establishing ‘proof-of-concept’ for this indication utilizing animal modelstudies of anterior uveitis to evaluate the potential of OK-101 to suppress the inflammation associated with uveitis.

 

Athird related ophthalmic disease indication that is the target of our chemerin-based technology is allergic conjunctivitis. Allergicconjunctivitis is inflammation of the conjunctiva caused by an allergic reaction that affects about 20% of the global population andis typically treated with antihistamines, mast cell stabilizers and corticosteroids. Although there are effective drugs for the treatmentof ocular allergies, about one third patients do not respond adequately to the currently marketed drugs. Further, patients who displaypoor response to antihistamines appear to suffer from chronic and seasonal allergies. There is a lack of an optimal treatment for theperennial and severe forms of ocular allergies. We plan on conducting ‘proof-of-concept’ studies using OK-101 for the treatmentof chronic and seasonal allergic conjunctivitis using a conjunctival allergen challenge animal model to investigate the potential ofOK-101 to suppress the inflammation associated with allergic conjunctivitis.

 

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OK-201

 

OnMay 1, 2018, we obtained a license agreement from Tufts Medical Center for the right to exploit all the intellectual property claimedin patent application PCT/US2016/0611101 ‘Lipidated BAM8-22 and methods of using same’ including claims covering composition-of-matterand methodology for treating symptoms of neuropathic chronic pain, ocular pain and uveitis-associated pain. OKYO began an effort to exploreBAM8-22 analogs that have potential to ameliorate inflammation and neuropathic pain. OK-201 is the lead compound from the license agreementwith Tufts Medical Center and was the focus of the Company’s initial efforts to develop a lipidated BAM8-22 analogue to treat neuropathicpain.

 

OnAugust 6, 2019, we signed a collaborative agreement with Tufts Medical Center, Boston and Pedram Hamrah, MD, Professor of Ophthalmologyat Tufts University School of Medicine, Boston, MA to evaluate OKYO’s BAM8-22 analogues, including OK-201, as non-opioid analgesicsto suppress corneal neuropathic pain using a mouse ocular pain model developed in Dr. Hamrah’s laboratory.

 

OnApril 28, 2021, we announced positive results of OK-201, a non-opioid analgesic drug candidate delivered topically in Dr. Hamrah’smouse neuropathic corneal pain model, as a potential drug to treat acute and chronic ocular pain. Importantly, OK-201 demonstrated areduced corneal pain response equivalent to that of gabapentin, a commonly used oral drug for neuropathic pain. These observations demonstratedpreclinical ‘proof-of-concept’ for the topical administration of OK-201 as a potential non-opioid analgesic for ocular pain.Current treatments for corneal pain are limited to short term NSAIDs, steroids, and oral gabapentin and opioids in severe cases.

 

Althoughthe results with OK-201 were encouraging, due to subsequent success obtained with OK-101 (see section on OK-101) in follow-on animalmodel studies utilizing the same mouse neuropathic corneal pain model as for OK-201, we have decided to maintain this drug candidateat the exploratory level while we focus our primary energy on the OK-101 program to treat DED, based on OK-101’s combination ofanti-inflammatory and ocular pain-reducing activities in animal models of these conditions.

 

IntellectualProperty

 

Weconsider the protection of our proprietary technologies and products, as well as our ability to maintain patent protection that coversthe composition of matter of our product candidates, their methods of use, and other related technologies and inventions, to be a criticalelement in the success of our business. As of November 30, 2022, our owned and licensed intellectual property included 8 issuedpatents and 15 pending patent applications in the U.S. and abroad.

 

IssuedUnited States patent directed to lipidated chemerin fragments or analogs has a statutory expiration date of March 13, 2034, with potentialpatent term extension available until 2039, following the grant of marketing authorization. Issued United States patent directed to methodsof using lipidated chemerin fragments or analogs for treating neuropathic pain has a statutory expiration date of March 13, 2034 (plus187 days of patent term adjustment, or PTA), with potential patent term extension available until 2039, following the grant of marketingauthorization. Issued United States patent directed to methods of using lipidated chemerin fragments or analogs for treating DED hasa statutory expiration date of January 23, 2037, with potential patent term extension available until 2041, following the grant of marketingauthorization. We have pending patent applications for lipidated chemerin fragments or analogs and methods of use thereof that, if issued,would be expected to expire in the United States and in countries outside of the United States between 2034 and 2043, excluding any patentterm adjustment that might be available following the grant of the patent and any patent term extensions that might be available followingthe grant of marketing authorizations.

 

IssuedUnited States patent directed to lipidated BAM8-22 peptides or analogs and methods of use thereof has a statutory expiration date ofNovember 9, 2036 (plus 70 days of PTA), with potential patent term extension available until 2042, following the grant of marketing authorization.We have pending patent applications for lipidated BAM8-22 peptides or analogs and methods of use thereof that, if issued, would be expectedto expire in the United States and in countries outside of the United States between 2036 and 2040, excluding any patent term adjustmentthat might be available following the grant of the patent and any patent term extensions that might be available following the grantof marketing authorizations.

 

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Weplan to protect our intellectual property position by, among other things, licensing or filing our own U.S. and foreign patent applicationsrelated to our proprietary technologies and products, and any inventions or improvements that are important to the development and implementationof our business. We also may seek patent protection, if available, with respect to biomarkers and diagnostic methods that may be usedto determine optimal patient populations for use of our product candidates.

 

Whereverpossible, we seek to protect our inventions by filing U.S. patent applications as well as foreign counterpart applications in selectcountries. Because patent applications in the U.S. are maintained in secrecy for at least 18 months after the applications are filed,and since publication of discoveries in the scientific or patent literature often lags behind actual discoveries, we cannot be certainthat we were the first to make the inventions covered by each of our issued or pending patent applications, or that we were the firstto file for protection of inventions set forth in such patent applications. Our planned or potential products may be covered by third-partypatents or other intellectual property rights, in which case continued development and marketing of our products would require a license.Required licenses may not be available to us on commercially acceptable terms, if at all. If we do not obtain these licenses, we couldencounter delays in product introductions while we attempt to design around the patents, or we could find that the development, manufactureor sale of products requiring such licenses are not possible.

 

Inaddition to patent protection, we also rely on know-how, trade secrets and the careful monitoring of proprietary information, all ofwhich can be difficult to protect. We seek to protect some of our proprietary technologies and processes by entering into confidentialityagreements with our employees, consultants, and contractors. These agreements may be breached, we may not have adequate remedies forany breach and our trade secrets may otherwise become known or be independently discovered by competitors. To the extent that our employeesor our consultants or contractors use intellectual property owned by others in their work for us, disputes may also arise as to the rightsin related or resulting know-how and inventions.

 

LicenseAgreement for OK-101

 

OTTand TMC entered into a license agreement on April 3, 2017, or the Master License, pursuant to which OTT licensed exclusive rights tocertain patent applications that describe and claim lipidated chemerin peptides and their uses in DED, or Chemerin. The Master Licenseremains in effect until they royalty term has expired with respect to all licensed products in all countries. The Master License maybe terminated by either party in the event of a material breach and in addition, OTT may terminate the Master License at any time upon90 days’ notice.

 

OnMay 22, 2017, OTT entered into a license and sublicense agreement with Panetta Partners Limited, one of our principal stockholders, relatingto Chemerin, or the Chemerin License Agreement, which was licensed from OTT and sublicensed from TMC. On May 1, 2018, we entered intoan assignment of the Sublicense with Panetta Partners Limited. Under the terms of the Chemerin License Agreement, we have exclusive rightsto Chemerin. Specifically, we have the benefit of the exclusive worldwide rights to a U.S. patent application (which if issued wouldexpire in 2036). In addition, we have exclusive worldwide rights to a Patent Cooperation Treaty, or PCT, patent which has been nationalizedin the U.S., Europe, Japan, Australia and Canada and if issued it would expire in 2037. The Chemerin License Agreement provides for thepayment by us of up to $4.9 million in development milestone payments and up to $37 million in sales milestones as follows:

 

Developmentmilestone payments being:

 

  $300,000 upon first patient enrolled in a Phase I clinical trial;
     
  $600,000 upon first patient enrolled on a Phase II clinical trial;
     
  $1,500,000 upon first patient enrolled in a Phase III clinical trial; and
     
  $2,500,000 upon first commercial sale of a licensed product.

 

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Salesmilestones payments as follows:

 

  $2,000,000 on first achievement of annual net sales of $50,000,000;
     
  $4,000,000 on first achievement of annual net sales of $100,000,000;
     
  $6,000,000 on first achievement of annual net sales of $250,000,000;
     
  $10,000,000 on first achievement of annual net sales of $500,000,000; and
     
  $15,000,000 on first achievement of annual net sales of $1,000,000,000.

 

Theabove payments equate to low and declining single digit percentage royalties on net sales.

 

Webelieve that we have novel composition-of-matter coverage on the lipidated chemerin peptide lead analogues and novel method-of-use claimsin treating DED and other ophthalmic diseases. Each patent office has different patentability requirements, but we believe that the licensepatent applications 16/070,467 (U.S. patent application entitled “Compounds and methods for treating inflammation”; applicant:Tufts Medical Center / Trustees of Tufts College) and PCT/US2017/014605 (U.S. patent application entitled “Compounds and methodsfor treating inflammation”; applicant Tufts Medical Center / Trustees of Tufts College) contain patentable subject matter. Theprocess for issuance of a patent involves a correspondence with each local patent office in the jurisdictions in which the patent applicationis filed. That process, patent prosecution, involves a discussion of any relevant prior art and typically a discussion of the scope ofthe claims. The patent prosecution process can take several years depending on the jurisdiction and is not in the control of the patentowner, but in the control of the local patent office.

 

Thesubject matter of the licensed IP may have been developed with government financial assistance and are subject to certain federal regulationsunder the Bayh-Dole Act of 1980. In particular, the federal government retains a “nonexclusive, nontransferable, irrevocable, paid-uplicense” for its own benefit to inventions produced with its financial assistance. The Bayh-Dole Act also provides federal agencieswith “march-in rights” and allows the government certain rights to require products to be manufactured in the United States.March-in rights allow the government, in specified circumstances, to require the contractor or successors in title to the patent to granta “nonexclusive, partially exclusive, or exclusive license” to a “responsible applicant or applicants.” If thepatent owner refuses to do so, the government may grant the license itself.

 

OK-201

 

Weentered into a license agreement with TMC on May 1, 2018 relating to intellectual property and proprietary technology for the use ofcertain lipidated BAM peptides in the treatment of neuropathic pain. Under the terms of the license agreement, we have acquired an exclusivelicense to certain patents (pending and issued), inventions (including future patent filings on lipidated BAM molecules related to thelicensed patents. The license agreement requires an upfront license fee of $15,000 (£11,000), which has been paid by us and annualmaintenance fees of $15,000 (£11,000) commencing on the first anniversary of the license agreement. The maintenance fees decreaseto $10,000 after the three year anniversary until the first commercial sale. The license agreement also provides for further developmentand sales milestone payments and royalties.

 

OnFebruary 23, 2021, we announced that patent No. 10,899,796 entitled “Compounds and Methods for Treating Pain” was issuedby the United States Patent and Trademark Office. The patent is directed to a class of BAM peptides linked to specific lipids that demonstratepotential for treating symptoms of neuropathic pain, ocular pain, ocular inflammation and/or DED. The work recited in this patent laysout the potential of this class of lipidated BAM analogues as non-opioid analgesics for ocular pain management without the side effectsand potential abuse associated with opioid medications and is the foundation of our OK-201 program. In addition to the license from TMCwe have a collaboration agreement with TMC pursuant to which TMC has agreed to make available the services of Dr Pedram Hamrah M.D. asprincipal investigator and nominated reach associate to carry out investigative and research studies in furtherance of our OK-201 cornealneuropathic pain program. The patent will expire in early 2036.

 

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GovernmentRegulation

 

Overview

 

Governmentauthorities in most jurisdictions extensively regulate the research, development, clinical testing, manufacture, distribution and marketingof pharmaceutical products such as those that the company is developing. Obtaining regulatory approvals and ensuring subsequent compliancewith applicable laws and regulations requires the expenditure of substantial time and financial and managerial resources. Regulatoryrequirements in different jurisdictions vary, and the timing and success of efforts to obtain regulatory approvals can be highly uncertain.Development of a successful drug candidate, from identification of a candidate drug compound, through preclinical and clinical testing,to filing of a marketing approval application, to registration, typically takes more than ten years.

 

Drugdevelopment is a highly structured process divided into two major stages, preclinical and clinical. In the preclinical stage, the toxicologyand mode of action of an active compound is evaluated. The clinical stage is designed to prove the safety of any new pharmaceutical,determine dosage requirements and, predominantly in the later phases, prove its therapeutic utility. This stage is carried out in threephases, which, as a developer moves through the phases, require increasingly large, complex, expensive and time-consuming clinical studies.During Phase 1, the product candidate is initially given to a small number of healthy human subjects or patients and tested for safety,tolerance, absorption, metabolism, distribution and excretion. During Phase 2, additional trials are conducted in a larger, but stillrelatively limited, patient population to verify that the product candidate has the desired effect and to identify optimal dosage levels.Furthermore, possible adverse effects and safety risks are identified. The therapeutic utility of the product candidate for specifictargeted diseases is also studied in more depth. During Phase 3, trials are undertaken to further evaluate dosage, to provide statisticallysignificant evidence of clinical effectiveness and to further study the safety in an expanded patient population at multiple clinicaltrial sites. Phase 3 trials may require several hundreds or thousands of patients and are therefore the most expensive and time-consumingto conduct. At any time during one of the phases, a trial may produce a negative result, in which case the developer may choose to endthe development project or a regulator could force clinical trials to terminate.

 

Followingcompletion of the Phase 3 trials, the developer submits all the preclinical and clinical trial documentation as well as extensive datacharacterizing the manufacturing process to the regulator to seek regulatory approval to market the formulation as a pharmaceutical product.The regulator reviews all the information related to the safety of the active compound, and whether the pharmacological effect claimedby the developer on the proposed label can be substantiated by the results of the clinical trials. The regulator has the option to decideto approve the application as requested, ask for changes to the claims made by the developer, ask for more information, require thatfurther clinical trials are undertaken, or refuse to approve the formulation for sale.

 

Evenafter initial regulatory approval has been obtained, further studies, including Phase 4 post-approval safety studies, may be requiredto provide additional data on safety and will be required to gain approval for the use of a product as a treatment for clinical indicationsother than those for which the product was initially tested. There are also continuing annual user fee requirements for any marketedproducts and the establishments at which such products are manufactured, as well as new application fees for supplemental applicationswith clinical data. In addition, regulatory authorities require post-marketing reporting to monitor the adverse effects of the product.Results of post-approval programs may limit or expand the further marketing of the products. Further, if there are any modificationsto the product, including changes in indication, manufacturing process or labeling, or a change in the manufacturing facility, an applicationseeking approval of such changes or, as the case may be, notification, must be submitted to the relevant regulatory authorities beforethe modified product can be commercialized. Moreover, an approved drug product may be subject to a REMS, which could impose a numberof post-approval obligations, including (among other things) a communication plan for physicians regarding safe use of the drug, distributionand use restrictions, and/or periodic assessments of the effectiveness of the REMS. Finally, studies may be required as a contingencyof regulatory approval (post-approval commitments), and completion of these studies within a regulator mandated time frame may be required.

 

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EuropeanUnion

 

Thedevelopment, marketing and sale of medicinal products in the EU is subject to extensive pre- and post- marketing regulation by regulatoryauthorities at both the EU and national levels. The requirements, regulatory approvals and processes governing the conduct of clinicaltrials, product licensing, pricing and reimbursement vary from country to country, although there is some degree of EU wide harmonization.

 

ClinicalTrials

 

Clinicaltrials of medicinal products in the EU must be conducted in accordance with EU and national regulations, focusing, in particular on traceability,apply to clinical trials of advanced therapy medicinal products. If the sponsor of the clinical trial is not established within the EU,it must appoint an entity within the EU to act as its legal representative. The sponsor must take out a clinical trial insurance policyand, in most EU countries, the sponsor is liable to provide ‘no fault’ compensation to any study subject injured in the clinicaltrial.

 

Priorto commencing a clinical trial, the sponsor must obtain a clinical trial authorization from the relevant regulatory authority, and apositive opinion from an independent ethics committee. The application for a clinical trial authorization must include, among other things,a copy of the trial protocol and an investigational medicinal product dossier containing information about the manufacture and qualityof the medicinal product under investigation. Currently, clinical trial authorization applications must be submitted to the regulatoryauthority in each Member State in which the trial will be conducted. Under the new Regulation on Clinical Trials, which took effecton January 31, 2022, there is a centralized application procedure where one national authority takes the lead in reviewingthe application and the other national authorities have only a limited involvement. Any substantial changes to the trial protocol orother information submitted with the clinical trial applications must be notified to or approved by the relevant competent authoritiesand ethics committees. Medicines used in clinical trials must be manufactured in accordance with cGMP.

 

MarketingApproval

 

Inthe EU medicinal products can only be commercialized after obtaining marketing authorization, or MA. There are three procedures for obtainingmarketing approvals: the centralized procedure, the decentralized procedure and the mutual recognition procedure/national procedure.

 

TheCommunity marketing authorization, which is issued by the European Commission through the centralized procedure, based on the opinionof the CHMP of the EMA, is valid throughout the entire territory of the EU. The centralized procedure is mandatory for certain typesof products, such as biotechnology medicinal products, orphan medicinal products, and medicinal products containing a new active substanceindicated for the treatment of AIDS, cancer, neurodegenerative disorders, diabetes, autoimmune and viral diseases. The centralized procedureis optional for products containing a new active substance not yet authorized in the EU, or for products that constitute a significanttherapeutic, scientific or technical innovation or which are in the interest of public health in the EU.

 

Marketingapprovals obtained using the decentralized procedure are available for products not falling within the mandatory scope of the CentralizedProcedure. An identical dossier is submitted to the regulatory authorities of each of the Member States in which the marketing approvalis sought, one of which is selected by the applicant as the Reference Member State, or RMS. The competent authority of the RMS preparesa draft assessment report, a draft summary of the product characteristics and a draft of the labeling and package leaflet, which aresent to the other the concerned Member States, or CMSs, for their approval. A CMS can raise an objection, based on the assessment report,the summary of product characteristics, the labeling and the package leaflet on the grounds of potential serious risk to public health.If no such objections are raised the product will be granted a national marketing authorization in the RMS and all of the selected CMSs.Where a product has already been authorized for marketing in a Member State, this decentralized procedure approval can be recognizedin other Member States through the mutual recognition procedure.

 

Marketingapprovals obtained using the national procedure are issued by a single regulatory authority of one of the Member States and only applyto the territory covered by the relevant regulatory authority. They are available for products not falling within the mandatory scopeof the centralized procedure. Once a product has been authorized for marketing in a Member State through the national procedure, anyapplication in another Member State must be by the mutual recognition procedure whereby the marketing approval can also be recognizedin other Member States through the mutual recognition procedure.

 

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Underthe procedures described above, before granting the MA, the EMA or the relevant regulatory authority of the Member States of the EU makesan assessment of the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety and therapeuticutility.

 

Theholder of a marketing authorization in any Member State of the EU is subject to various obligations under applicable EU regulations,such as pharmacovigilance obligations, requiring it to, among other things, report and maintain detailed records of adverse reactions,and to submit periodic safety update reports to the regulatory authorities. The holder must also ensure that the manufacturing and batchrelease of its product is in compliance with the applicable requirements. The marketing approval holder is further obligated to ensurethat the advertising and promotion of its products complies with applicable laws, which can differ from Member State to Member Stateof the EU.

 

DataExclusivity

 

MAAsfor generic medicinal products in the EU do not need to include the results of preclinical and clinical trials, but instead can referto the data included in the marketing approval of a reference product for which regulatory data exclusivity has expired. If a marketingapproval is granted for a medicinal product containing a new active substance, that product benefits from eight years of data exclusivity,during which generic MAAs referring to the data of that product may not be accepted by the regulatory authorities, and a further twoyears of market exclusivity, during which such generic products may not be placed on the market. The two-year period may be extendedto three years if during the first eight years a new therapeutic indication with significant clinical benefit over existing therapiesis approved.

 

Thereis a special regime for biosimilars, or biological medicinal products that are similar to a reference medicinal product but that do notmeet the definition of a generic medicinal product, for example, because of differences in raw materials or manufacturing processes.For such products, the results of appropriate preclinical or clinical trials must be provided, and guidelines from the EMA detail thetype of quantity of supplementary data to be provided for different types of biological product. There are no such guidelines for complexbiological products, such as gene or cell therapy medicinal products, and so it is unlikely that biosimilars of those products will currentlybe approved in the EU. However, guidance from the EMA states that they will be considered in the future in light of the scientific knowledgeand regulatory experience gained at the time.

 

OrphanMedicinal Products

 

TheEMA’s Committee for Orphan Medicinal Products, or COMP, may recommend orphan medicinal product designation to promote the developmentof products that are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating conditions affectingnot more than five in 10,000 persons in the EU. Additionally, designation is granted for products intended for the diagnosis, preventionor treatment of a life-threatening, seriously debilitating or serious and chronic condition and when, without incentives, it is unlikelythat sales of the product in the EU would be sufficient to justify the necessary investment in developing the medicinal product. TheCOMP may only recommend orphan medicinal product designation when the product in question offers a significant clinical benefit overexisting approved products for the relevant indication. Following a positive opinion by the COMP, the European Commission should adopta decision granting orphan status. The COMP will reassess orphan status in parallel with EMA review of a marketing authorization applicationand orphan status may be withdrawn at that stage if it no longer fulfills the orphan criteria (for instance because in the meantime anew product was approved for the indication and no convincing data are available to demonstrate a significant benefit over that product).Orphan medicinal product designation entitles a party to financial incentives such as reduction of fees or fee waivers and ten yearsof market exclusivity is granted following marketing authorization. During this period, the competent authorities may not accept or approveany similar medicinal product, unless it offers a significant clinical benefit. This period may be redacted to six years if the orphanmedicinal product designation criteria are no longer met, including where it is shown that the product is sufficiently profitable notto justify maintenance of market exclusivity.

 

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UnitedStates

 

StandardProcedure

 

Inthe United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act of 1938 and its implementing regulations. Theprocess of obtaining regulatory approvals and the subsequent compliance with applicable federal, state, local and foreign statutes andregulations requires the expenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirementsat any time during the product development process, approval process or after approval, may subject an applicant to a variety of administrativeor judicial sanctions, such as the FDA’s refusal to approve pending NDAs or BLAs, withdrawal of an approval, imposition of a clinicalhold, issuance of warning letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions,fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties.

 

Theprocess required by the FDA before a drug may be marketed in the United States generally involves the following:

 

  completion of preclinical laboratory studies, animal studies and formulation studies in compliance with the FDA’s good laboratory practice regulations;
     
  submission to the FDA of an IND, which the FDA must approve before human clinical trials may begin;
     
  approval of the human clinical trial by the institutional review board, or IRB, at each clinical site before each trial may be initiated;
     
  performance of adequate and well-controlled human clinical trials in accordance with applicable IND and other clinical trial-related regulations, sometimes referred to as GCPs to establish the safety and clinical utility of the proposed product candidate for its proposed indication;
     
  submission to the FDA of a BLA or NDA;
     
  satisfactory completion of an FDA pre-approval inspection of the production facility or facilities where the product is produced to assess compliance with the FDA’s cGMP requirements to assure that the facilities, methods and controls are adequate to preserve the product’s identity, strength, quality, purity and potency;
     
  potential FDA audit of the preclinical and/or clinical trial sites that generated the data in support of the NDA; and
     
  FDA review and approval of the BLA or NDA prior to any commercial marketing or sale of the product in the United States.

 

Oncean approval is granted, the FDA may withdraw the approval if compliance with regulatory requirements and standards is not maintainedor if problems occur after the product reaches the market. Other potential consequences include, among other things:

 

  restrictions on the marketing or manufacturing of the product, complete withdrawal of the product from the market or product recalls;
     
  fines, warning letters or holds on post-approval clinical trials;
     
  refusal of the FDA to approve pending NDAs or supplements to approved NDAs, or suspension or revocation of product approvals;
     
  product seizure or detention, or refusal to permit the import or export of products; or
     
  injunctions or the imposition of civil or criminal penalties.

 

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ClinicalTrials

 

Clinicaltrials involve the administration of the IND to human patients under the supervision of qualified investigators in accordance with GCPrequirements, which include the requirement that all research patients provide their informed consent in writing for their participationin any clinical trial. Clinical trials are conducted under protocols detailing, among other things, the objectives of the trial, theparameters to be used in monitoring safety and the effectiveness criteria to be evaluated. A protocol for each clinical trial and anysubsequent protocol amendments must be submitted to the FDA as part of the IND. In addition, an IRB at each institution participatingin the clinical trial must review and approve the plan for any clinical trial before it commences at that institution. Information aboutcertain clinical trials must be submitted within specific timeframes to the National Institutes of Health for public dissemination ontheir website. Regulatory authorities, IRBs or the sponsor may suspend or terminate a clinical trial at any time on various grounds,including a finding that the research patients are being exposed to an unacceptable health risk.

 

MarketingApproval

 

Assumingsuccessful completion of the required clinical testing, the results of the preclinical studies and clinical trials, together with detailedinformation relating to the product’s chemistry, manufacture, controls, or CMC, and proposed labeling, among other things, aresubmitted to the FDA as part of an NDA or BLA requesting approval to market the product for one or more indications. In most cases, thesubmission of an NDA or BLA is subject to a substantial application user fee. Under the Prescription Drug User Fee Act guidelines thatare currently in effect, the FDA has a goal of 10 months from the date of filing of a standard NDA for a new molecular entity to reviewand act on the submission. This review typically takes 12 months from the date the NDA is submitted to the FDA because the FDA has approximatelytwo months to make a filing decision.

 

Inaddition, under the Pediatric Research Equity Act of 2003, certain NDAs or supplements to an NDA must contain data thatare adequate to assess the safety and effectiveness of the drug for the claimed indications in all relevant pediatric subpopulations,and to support dosing and administration for each pediatric subpopulation for which the product is safe and effective. The FDA may, onits own initiative or at the request of the applicant, grant deferrals for submission of some or all pediatric data until after approvalof the product for use in adults, or full or partial waivers from the pediatric data requirements.

 

TheFDA conducts a preliminary review of all NDAs within the first 60 days after submission, before accepting them for filing, to determinewhether they are sufficiently complete to permit substantive review. The FDA may request additional information rather than accept anNDA for filing. In this event, the application must be resubmitted with the additional information included. The resubmitted applicationis also subject to review before the FDA accepts it for filing. Once the submission is accepted for filing, the FDA begins an in-depthsubstantive review. The FDA reviews an NDA to determine, among other things, whether the drug is safe and effective and whether the facilityin which it is manufactured, processed, packaged or held meets standards designed to assure the product’s continued safety, qualityand purity.

 

TheFDA may refer an application for a novel drug to an advisory committee. An advisory committee is a panel of independent experts, includingclinicians and other scientific experts, that reviews, evaluates and provides a recommendation as to whether the application should beapproved and under what conditions. The FDA is not bound by the recommendations of an advisory committee, but it considers such recommendationscarefully when making decisions.

 

Beforeapproving a BLA or NDA, the FDA typically will inspect the facility or facilities where the product is manufactured. The FDA will notapprove an application unless it determines that the manufacturing processes and facilities are in compliance with cGMP requirementsand adequate to assure consistent production of the product within required specifications. Additionally, before approving an NDA, theFDA may inspect one or more clinical trial sites to assure compliance with GCP requirements.

 

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Afterevaluating the NDA or BLA and all related information, including the advisory committee recommendation, if any, and inspection reportsregarding the manufacturing facilities and clinical trial sites, the FDA may issue an approval letter, or, in some cases, a completeresponse letter (which generally contains a statement of specific conditions that must be met in order to secure final approval of theNDA and may require additional clinical or preclinical testing in order for the FDA to reconsider the application). Even with submissionof this additional information, the FDA ultimately may decide that the application does not satisfy the regulatory criteria for approval.If and when those conditions have been met to the FDA’s satisfaction, the FDA will typically issue an approval letter. An approvalletter authorizes commercial marketing of the drug with specific prescribing information for specific indications.

 

Evenif the FDA approves a product, it may limit the approved indications for use of the product, require that contraindications, warningsor precautions be included in the product labeling, require that post-approval studies, including Phase 4 clinical trials, be conductedto further assess a drug’s safety after approval, require testing and surveillance programs to monitor the product after commercialization,or impose other conditions, including distribution and use restrictions or other risk management mechanisms under a REMS, which can materiallyaffect the potential market and profitability of the product. The FDA may prevent or limit further marketing of a product based on theresults of post-marketing studies or surveillance programs. After approval, some types of changes to the approved product, such as addingnew indications, manufacturing changes, and additional labeling claims, are subject to further testing requirements and FDA review andapproval.

 

OrphanDrug Designation

 

Underthe Orphan Drug Act of 1983, the FDA may designate a biologic product as an “orphan drug” if it is intended to treat a raredisease or condition (generally meaning that it affects fewer than 200,000 individuals in the United States, or more in cases in whichthere is no reasonable expectation that the cost of developing and making a biologic product available in the United States for treatmentof the disease or condition will be recovered from sales of the product).

 

Ifa product with orphan status receives the first FDA approval for the disease or condition for which it has such designation, the productis entitled to orphan product exclusivity, meaning that the FDA may not approve any other applications to market the same drug or biologicproduct for the same indication for seven years, except in limited circumstances, such as a showing of clinical superiority to the productwith orphan exclusivity or if the party holding the exclusivity fails to assure the availability of sufficient quantities of the drugto meet the needs of patients with the disease or condition for which the drug was designated. Competitors, however, may receive approvalof different products for the same indication for which the orphan product has exclusivity or obtain approval for the same product butfor a different indication for which the orphan product has exclusivity.

 

Post-ApprovalRequirements for the EU and United States

 

TheFDA and the relevant regulatory authorities in the EU strictly regulate marketing, labeling, advertising and promotion of products thatare placed on the market in their respective territories. Drugs may be promoted only for the approved indications and in accordance withthe provisions of the approved label. The regulatory authorities actively enforce the laws and regulations prohibiting the promotionof off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant liability.

 

Inaddition, drug manufacturers and other entities involved in the manufacture and distribution of approved drugs are required to registertheir establishments with the relevant regulatory authorities and are subject to periodic unannounced inspections by them to confirmcompliance with cGMP requirements. Changes to the manufacturing process are strictly regulated and often require prior approval of therelevant regulatory authorities before being implemented. Regulations laid down by the FDA and the regulatory authorities in the EU alsorequire investigation and correction of any deviations from the requirements of cGMP and impose reporting and documentation requirementsupon the marketing approval holder and any third-party manufacturers that the marketing approval holder may decide to use.

 

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OtherHealthcare Laws in the EU and United States

 

Thecompany will also be subject to healthcare regulation and enforcement by the U.S. federal government and the states and governments inthe EU and any other countries in which the company conducts its business, including its research, and the marketing and distributionof its product candidates and products once they have obtained marketing approval. Failure to comply with these laws, where applicable,can result in the imposition of significant civil penalties, criminal penalties, exclusion from participating in health care programs,additional reporting requirements and oversight if the company becomes subject to a corporate integrity agreement or similar agreementto resolve allegations of non-compliance with these laws and other sanctions. The healthcare laws and regulations that may affect theCompany’s ability to operate in the United States include: the federal fraud and abuse laws, including the federal anti-kickbackand false claims laws; federal data privacy and security laws; and federal transparency laws related to payments and/or other transfersof value made to physicians and other healthcare professionals and teaching hospitals. Many US states have similar laws and regulationsthat may differ from each other and federal law in significant ways. Moreover, several US states have enacted legislation requiring pharmaceuticalmanufacturers to, among other things, establish marketing compliance programs, file periodic reports with the state, and make periodicpublic disclosures on sales and marketing activities, and prohibiting certain other sales and marketing practices. Rules and legislationcovering more or less the same subject matter as those in the United States apply to in countries in the EU and to other countries. Thesecan differ between jurisdictions and can sometimes result in lower or higher exposure in those countries than in the United States. Wherea product is sold in a number of countries compliance efforts can therefore be complicated.

 

Coverageand Reimbursement in the EU and United States

 

Salesof products developed from the Company’s product candidates, if approved, will depend, in part, on the extent to which such productswill be covered by third party payors, such as government health care authorities, government health care programs, commercial insuranceand managed healthcare organizations. These third-party payors are increasingly limiting coverage or reducing reimbursements for medicalproducts and services. In the United States, no uniform policy of coverage and reimbursement for products exists among third party payors.Therefore, coverage and reimbursement for products can differ significantly from payor to payor. In addition, the U.S. government, statelegislatures and foreign governments have continued implementing cost-containment programs, including price controls, restrictions onreimbursement and requirements for substitution of generic products.

 

Governmentsinfluence the price of medicinal products in the EU through their pricing and reimbursement rules and control of national healthcaresystems that fund a large part of the cost of those products to consumers. Some jurisdictions operate positive and negative list systemsunder which products may only be marketed once a reimbursement price has been agreed. To obtain reimbursement or pricing approval, someof these countries may require the completion of clinical trials that compare the cost-effectiveness of a particular product candidateto currently available therapies. Other Member States allow companies to fix their own prices for medicines but monitor and control companyprofits. The downward pressure on healthcare costs in general in the EU governments influence the price of medicinal products throughtheir pricing and reimbursement.

 

Theadoption of price controls and cost-containment measures, and the adoption of more restrictive policies in jurisdictions with existingcontrols and measures, could further limit the Company’s net revenue and results. Decreases in third party reimbursement for theCompany’s product candidates or a decision by a third-party payor to not cover the Company’s product candidates could reducephysician usage of the Company’s product candidates, once approved, and have a material adverse effect on the Company’s sales,results of operations and financial condition.

 

Privacyand Data Protection Laws in Europe

 

Weare subject to European laws relating to our and our suppliers’, partners’ and subcontractors’ collection, control,processing and other use of personal data (i.e., any data relating to an identifiable living individual, whether that individual canbe identified directly or indirectly). We are subject to the supervision of local data protection authorities in those jurisdictionswhere we are established, where we offer goods or services to EU residents and where we monitor the behavior of individuals in the EU(i.e., undertaking clinical trials). We and our suppliers, partners and subcontractors process personal data including in relation toour employees, employees of customers, clinical trial patients, healthcare professionals and employees of suppliers including healthand medical information. The data privacy regime in the EU includes the General Data Protection Regulation, or GDPR, the e-Privacy Directive(2002/58/EC) and the e-Privacy Regulation (once in force) and the national laws and regulations implementing or supplementing each ofthem.

 

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TheGDPR requires that personal data is only collected for specified, explicit and legal purposes as set out in the GDPR or local laws, andthe data may then only be processed in a manner consistent with those purposes. The personal data collected and processed must be adequate,relevant and not excessive in relation to the purposes for which it is collected and processed, it must be held securely, not transferredoutside of the EEA, (unless certain steps are taken to ensure an adequate level of protection) and must not be retained for longer thannecessary for the purposes for which it was collected. In addition, the GDPR requires companies processing personal data to take certainorganizational steps to ensure that they have adequate records, policies, security, training and governance frameworks in place to ensurethe protection of data subject rights, including as required to respond to complaints and requests from data subjects. For example, theGDPR requires us to make more detailed disclosures to data subjects, requires disclosure of the legal basis on which we can process personaldata, makes it harder for us to obtain valid consent for processing, will require the appointment of a data protection officer wheresensitive personal data (i.e., health data) is processed on a large scale, introduces mandatory data breach notification throughout theEU and imposes additional obligations on us when we are contracting with service providers.

 

Inaddition, to the extent a company processes, controls or otherwise uses “special category” personal data (including patients’health or medical information, genetic information and biometric information), more stringent rules apply, further limiting the circumstancesand the manner in which a company is legally permitted to process that data. Finally, the GDPR provides a broad right for Member Stateto create supplemental national laws which may result in divergence across Europe making it harder to maintain a consistent operatingmodel or standard operating procedures. Such laws, for example, may relate to the processing of health, genetic and biometric data, whichcould further limit our ability to use and share such data or could cause our costs to increase, and harm our business and financialcondition.

 

Wedepend on a number of third parties in relation to the provision of our services, a number of which process personal data on our behalf.With each such provider, we enter into contractual arrangements to ensure that they only process personal data according to our instructions,and that they have sufficient technical and organizational security measures in place. In the case where we transfer personal data outsidethe EU, we do so in compliance with the relevant data export requirements from time to time. We take our data protection obligationsseriously, as any improper, unlawful or accidental disclosure, loss, alteration or access to, personal data, particularly sensitive personaldata (i.e., special category), could negatively impact our business and/or our reputation.

 

Weare also subject to EU laws on personal data export, as we may transfer personal data from the EU to other jurisdictions which are notconsidered by the European Commission to offer adequate protection of personal data. Such transfers need to be legitimized by a validtransfer mechanism under the GDPR. There is currently ongoing litigation challenging the commonly used transfer mechanisms, the EU Commissionapproved model clauses. In addition, the U.S. Privacy Shield is currently under review by the European Commission. As such, it is uncertainwhether the Privacy Shield framework and/or model clauses will be invalidated in the near future. These changes may require us to findalternative bases for the compliant transfer of personal data from the EU to the United States and we are monitoring developments inthis area. Invalidation of any mechanism on which we rely could require operational changes and increased costs and may lead to governmentalenforcement actions, litigation, fines and penalties or adverse publicity that could have an adverse effect on our business.

 

TheEU is in the process of replacing the e-Privacy Directive with a new set of rules taking the form of a regulation, which will be directlyimplemented in the laws of each Member State, without the need for further enactment. The draft e-Privacy Regulation imposes strict opt-inmarketing rules with limited exceptions for business-to-business communications and alters rules on third-party cookies, web beaconsand similar technology. Regulation of cookies and web beacons may lead to broader restrictions on online research activities, includingefforts to understand users’ internet usage. The current draft also significantly increases fining powers to the same levels asGDPR (i.e., the greater of 20 million Euros or 4% of total global annual revenue). While this e-Privacy Regulation was originallyintended to be adopted on May 25, 2018, it is still going through the European legislative process and the timing of its adoption remainsunclear.

 

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Thereare costs and administrative burdens associated with compliance with the GDPR and the resultant changes in the EU and EEA member states’national laws and the introduction of the e-Privacy Regulation once it takes effect. Any failure or perceived failure to comply withglobal privacy laws carries with it the risk of significant penalties and sanctions of up to €20 million or 4% of global turnover.These laws or new interpretations, enactments or supplementary forms of these laws, could create liability for us, could impose additionaloperational requirements on our business, could affect the manner in which we use and transmit patient information and could increaseour cost of doing business. Claims of violations of privacy rights or contractual breaches, even if we are not found liable, could beexpensive and time-consuming to defend and could result in adverse publicity that could harm our business.

 

OrganizationalStructure

 

Thefollowing table sets out details of our significant subsidiaries:

 

Name  Principal activity  Registered address 

Percentage

shareholding

  

Country of

incorporation

 
                 
OKYO Pharma US Inc.  Clinical stage biotechnology company  420 Lexington Avenue
Suite 1402
New York, NY 10170
   100%   USA 

 

Property,Plant and Equipment

 

Thebelow table contains information regarding existing or planned material tangible fixed assets owned or leased by us and our subsidiary.We believe that suitable additional or substitute space will be available as needed to accommodate any future expansion of our operations.

 

Location   Tenure   Principal use

420 Lexington Ave

New York

NY 10170

  Monthly   CEO Office

 

MANAGEMENT

 

DIRECTORS,SENIOR MANAGEMENT AND EMPLOYEES

 

Thefollowing table sets forth information regarding our directors and senior management as of the date of this prospectus. The businessaddress of all persons identified below is Martello Court, Admiral Park, St. Peter Port, Guernsey GY1.

 

Name   Age   Position
Gabriele Cerrone   50   Non-Executive Chairman
Dr. Gary S. Jacob   75   CEO and Director
Dr. Raj Patil   64   Chief Scientific Officer
Keeren Shah   46   Chief Financial Officer
Willy Simon (1)(2)(3)   70   Non-Executive Director
John Brancaccio (1)(2)(3)   74   Non-Executive Director
Bernard Denoyer (1)(2)(3)   74   Non-Executive Director

 

(1) Remuneration Committee member
(2) Nominating Committee member
(3) Audit Committee member

 

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GabrieleCerrone

 

GabrieleCerrone has been the Non-Executive Chairman of our company since January 2021. Mr. Cerrone is the Founder of Tiziana Life Sciences Limitedand has been its Executive Chairman since April 2014. Mr. Cerrone has founded 10 biotechnology companies in oncology, infectious diseasesand molecular diagnostics, and has listed seven of these companies on Nasdaq, two to the Main Market and AIM Market in London. Mr. Cerroneco-founded Cardiff Oncology, Inc., an oncology company and served as its Co-Chairman; he was a co-founder and served as Chairman of bothSynergy Pharmaceuticals, Inc. and Callisto Pharmaceuticals, Inc. and was a Director of and led the restructuring of Siga Technologies,Inc. Mr. Cerrone also co-founded FermaVir Pharmaceuticals, Inc. and served as Chairman of the Board until its merger in September 2007with Inhibitex, Inc. Mr. Cerrone served as a director of Inhibitex, Inc. until its US$2.5bn sale to Bristol Myers Squibb Co in 2012.Mr. Cerrone is the Executive Chairman and Founder of Nasdaq-listed Tiziana Life Sciences Limited, an oncology focused therapeutics company;Co-Founder of Rasna Therapeutics Inc., a company focused on the development of therapeutics for leukaemias; Co-Founder of Hepion Pharmaceuticals,Inc.; Executive Chairman and Co-Founder of Gensignia Life Sciences, Inc., a molecular diagnostics company focused on oncology using microRNAtechnology; Non-Executive Chairman and Founder of Accustem Sciences Limited; and founder of BioVitas Capital Ltd. Mr. Cerrone graduatedfrom New York University’s Stern School of Business with a master’s degree in business administration (MBA).

 

Dr.Gary S. Jacob

 

Dr.Gary S. Jacob has served as Chief Executive Officer and a director of our company since January 2021. FromNovember 2018 to March 2020, Dr. Jacob was the Chief Executive Officer of Immuron Limited, an Australianmicrobiome biopharmaceutical company. From July 2008 until December 2017, Dr. Jacob was President and Chief Executive Officer of SynergyPharmaceuticals Inc., a biopharmaceutical company, where he held various positions from July 2008 to November 2018 and servedas its Chairman from September 2013 to November 2018. Dr. Jacob is the co-inventor of the FDA-approved drug Trulance®which is currently marketed in the U.S. by Bausch Health Companies, Inc. to treat functional GI disorders. On December 12, 2018,Synergy Pharmaceuticals Inc. filed a petition for relief under Chapter 11 of the U.S. Bankruptcy Code. SinceMarch 19, 2014, Dr. Jacob has been Chairman of the Board of Hepion Pharmaceuticals, Inc., a biotechnology company, and earlier servedas its Chief Executive Officer from May 15, 2013 until March 19, 2014. Dr. Jacob served as Chief Executive Officer of Callisto Pharmaceuticals,Inc. from May 2003 until January 2013 and a director from October 2004 until January 2013. Dr. Jacob also serves as a director of RasnaTherapeutics, Inc., and is a past director of Cardiff Oncology, Inc. Dr. Jacob has over 35 years of experience in the pharmaceuticaland biotechnology industries across multiple disciplines including research & development, operations and business development. Priorto 1999, Dr. Jacob served as a Monsanto Science Fellow, specializing in the field of glycobiology, and from 1997 to 1998 Dr. Jacob wasDirector of Functional Genomics, Corporate Science & Technology, at Monsanto Company. Dr. Jacob also served from 1990 to 1997 asDirector of Glycobiology at G.D. Searle Pharmaceuticals Inc. During the period of 1986 to 1990, he was Manager of the G.D. Searle GlycobiologyGroup at Oxford University, England.

 

Dr.Raj Patil

 

Dr.Raj Patil has served as Chief Scientific Officer of our company since March 2021. Dr.Patil has over 15 years of ophthalmic drug development experience, including research & development,operations and business development. Dr. Patil previously worked with Ora, as Vice President of Research & Development, wherehe was responsible for driving all anterior and posterior segment ocular research of Ora’s R&D Institute. From 2013 until 2018,Dr. Patil worked at iVeena Delivery Systems as Vice President of Advanced Ocular Delivery Systems. Dr. Patil’s tenure at iVeenaincluded a two-year sabbatical in Singapore, where he served as an Associate Professor of Ophthalmology at DUKE/NUS Medical School, andPrincipal Investigator at Singapore Eye Research Institute. From 2004 until 2013, Dr. Patil also held a number of leadership roles atAlcon/Novartis Institute of Biomedical Research, including Associate Director of Research and Head of Molecular Pharmacology - glaucomaand retina research. Prior to 2004, Dr. Patil served as an Associate Professor of Ophthalmology, Cell Biology & Genetics at the Universityof Nebraska Medical Centre in Omaha from 2001 until 2004, and as an Assistant Professor of Ophthalmology, Molecular Biology & Pharmacologyat Washington University in St. Louis from 1992 until 2000. Dr. Patil received his PhD in Biochemistry from National Chemical Laboratory/Universityof Pune, India, and completed his postdoctoral training in Biochemistry and Molecular Biology at the University of Michigan, Ann Arbor,MI. He is the recipient of the Olga Keith Wiess Special Scholar Award from the Research to Prevent Blindness Foundation, and NIH Director’sNew Innovator Award. Dr. Patil has authored over 50 peer-reviewed research articles, serves as reviewer and editorial board member fornumerous journals, and is frequently invited to lecture at academic and industry events.

 

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KeerenShah

 

KeerenShah has served as our Chief Financial Officer since August 2020. Ms. Shah currently also serves as the Finance Director of Tiziana LifeSciences Limited, Accustem Sciences Limited and Rasna Therapeutics Inc., having previously served as the Group Financial Controller forall businesses from June 2016 to July 2020. Prior to joining us, Ms. Shah spent 10 years at Visa, Inc. as a Senior Leader in its financeteam where she was responsible for key financial controller activities, financial planning and analysis, and core processes as well asleading and participating in key transformation programmes and Visa Inc.’s initial public offering. Before joining Visa, Ms. Shahalso held a variety of finance positions at other leading companies including Arthur Andersen and BBC Worldwide. She holds a Bachelorof arts with honours in Economics and is a member of the Chartered Institute of Management Accountants.

 

WillySimon

 

WillyJules Simon has been a director of our company since November 2015. He is a banker and worked at Kredietbank N.V. and Citibank Londonbefore serving as an executive member of the Board of Generale Bank NL from 1997 to 1999 and as the chief executive of Fortis InvestmentManagement from 1999 to 2002. He acted as chairman of Bank Oyens & van Eeghen from 2002 to 2004. He was chairman of AIM-traded Velox3plc (formerly 24/7 Gaming Group Holdings plc) until 2014 and had been a director of Playlogic Entertainment Inc., a Nasdaq OTC listedcompany. Willy Simon has been the chairman of Bever Holdings, a company listed in Amsterdam, since 2006 and Chairman of Ducat Maritimesince 2015. He is also a non-executive director of Tiziana Life Sciences Limited.

 

JohnBrancaccio

 

JohnBrancaccio, a retired CPA, has served as a director of our company since June 2020. From April 2004 until May 2017, Mr. Brancaccio wasthe Chief Financial Officer of Accelerated Technologies, Inc., an incubator for medical device companies. Mr. Brancaccio served as adirector of Callisto Pharmaceuticals, Inc. from April 2004 until its merger with Synergy Pharmaceuticals, Inc. in January 2013 and hasbeen a director of Tamir Biotechnology, Inc. (formerly Alfacell Corporation) since April 2004, as well as a director of Hepion Pharmaceuticals,Inc. since December 2013, Rasna Therapeutics, Inc. since September 2016, and Tiziana Life Sciences Limited since July 2020. Mr. Brancaccioserved as a director of Synergy from July 2008 until April 2019.

 

BernardDenoyer

 

BernardF. Denoyer has served as a director of our company since December 2021. Mr. Denoyer served as Senior Vice President, Finance and Secretaryof Synergy Pharmaceuticals, Inc, from July 2008 until his retirement in June 2017. Between 2004 and January 2013 Mr. Denoyer concurrentlyserved as Principal Financial Officer of Synergy’s former parent company, Callisto Pharmaceuticals, Inc. From October 2000 to December2003, Mr. Denoyer was an independent consultant. Prior to this, Mr. Denoyer served as Chief Financial Officer and Senior Vice Presidentof META Group, Inc.

 

ScientificAdvisory Board

 

Ourboard of directors is assisted in its approach to its scientific strategy. Members of the Scientific Advisory Board are:

 

ProfessorNapoleone Ferrara, MD - University of California’s Moores Cancer Center in San Diego

 

DrFerrara is Senior Deputy Director for Basic Sciences at University of California’s Moores Cancer Center in San Diego; and DistinguishedProfessor of Pathology at the University of California’s School of Medicine, also in San Diego. Dr Ferrara’s research ledto the development of the anti-VEGF monoclonal antibody bevacizumab (Avastin®) which was initially approved for the treatment ofcolorectal cancer and is now one of the top ten selling global pharmaceutical products. Dr. Ferrara won the 2010 Lasker Award for hiswork on VEGF.

 

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ProfessorPedram Hamrah, MD, FRCS, FARVO – Tufts University School of Medicine, Boston, and Clinician-Scientist at Tufts Medical Center

 

Dr.Hamrah is an ophthalmologist and cornea specialist, with a focus on corneal immunology and neuroscience, ocular imaging (immuno-imaging),ocular surface diseases, and corneal neuropathic pain. He is currently on faculty at the departments of Ophthalmology and Bioengineeringat Tufts University, where he is the director of clinical research and director of the Center for Translational Ocular Immunology. Inaddition, he is a faculty member at the immunology, neuroscience, and cell, molecular and developmental biology graduate programs atthe Sackler School of Graduate Biomedical Sciences at Tufts. Throughout his career, he has focused on discovery, patient care and teaching.Dr. Hamrah currently serves on over a dozen editorial boards, is the associate editor for The Ocular Surface and TVST, section editorfor Eye, and assistant editor at Ocular Immunology and Inflammation.

 

ForeignPrivate Issuer Exemption

 

Weare an FPI as defined by the SEC. As a result, in accordance with Nasdaq listing requirements, we may rely on home country governancerequirements and certain exemptions thereunder rather than complying with Nasdaq corporate governance standards. While we voluntarilyfollow most Nasdaq corporate governance rules, we may choose to take advantage of the following limited exemptions:

 

  Exemption from filing quarterly reports on Form 10-Q containing unaudited financial and other specified information or current reports on Form 8-K upon the occurrence of specified significant events.
     
  Exemption from Section 16 rules requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades in a short period of time, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act.
     
  Exemption from the Nasdaq requirement requiring disclosure of any waivers of the code of business conduct and ethics for directors and officers.
     
  Exemption from the requirement that our board of directors have a remuneration committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
     
  Exemption from the requirement to have independent director oversight of director nominations.

 

Weintend to follow the laws of Guernsey and rules applicable to companies admitted to listing on the standard segment of the Official Listof the FCA and to trading on the Main Market of the London Stock Exchange in lieu of Nasdaq corporate governance requirements as follows:

 

  We do not intend to follow Nasdaq Rule 5620(c) regarding quorum requirements applicable to meetings of shareholders. Such quorum requirements are not required under the laws of Guernsey. In accordance with generally accepted business practice, our Articles provide alternative quorum requirements that are generally applicable to meetings of shareholders.
     
  We do not intend to follow Nasdaq Rule 5605(b)(2), which requires that independent directors regularly meet in executive sessions where only independent directors are present. Our independent directors may choose to meet in executive sessions at their discretion.

 

Althoughwe may rely on certain home country corporate governance practices, we must comply with Nasdaq’s Notification of Noncompliancerequirement (Nasdaq Rule 5625) and the Voting Rights requirement (Nasdaq Rule 5640). Further, we must have an audit committee that satisfiesNasdaq Rule 5605(c)(3), which addresses audit committee responsibilities and authority and requires that the audit committee consistof members who meet the independence requirements of Nasdaq Rule 5605(c)(2)(A)(ii).

 

Weintend to take all actions necessary for us to maintain compliance as an FPI under the applicable corporate governance requirements ofthe Sarbanes-Oxley Act, the rules adopted by the SEC and Nasdaq listing rules. Accordingly, our shareholders will not have the same protectionsafforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. For an overview ofour corporate governance principles, see the section titled “Description of Share Capital and Memorandum and Articles of Incorporation—Differencesin Corporate Law.”

 

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Codeof Business Conduct and Ethics

 

OurCode of Business Conduct and Ethics is applicable to all of our employees, officers and directors and is available on our website athttps://www.okyopharma.com. Our Code of Business Conduct and Ethics provides that our directors and officers are expected to avoid anyaction, position or interest that conflicts with the interests of our company or gives the appearance of a conflict. Our directors andofficers have an obligation under our Code of Business Conduct and Ethics to advance our company’s interests when the opportunityto do so arises. We expect that any amendment to this code, or any waivers of its requirements, will be disclosed on our website. Informationcontained on, or that can be accessed through, our website is not incorporated by reference into this registration statement, and youshould not consider information on our website to be part of this registration statement.

 

Compositionof Our Board of Directors

 

Ourboard of directors is currently composed of five members. Our board of directors has determined that, of our five directors, three ofthe directors, Mr. John Brancaccio, Mr. Bernard Denoyer and Mr. Simon, each do not have a relationship that would interfere with theexercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent”as that term is defined under Nasdaq rules.

 

Inaccordance with our Articles, each of our directors for whom it is the third annual general meeting following the annual general meetingat which they were elected or last re-elected, or who was appointed by the board since the previous annual general meeting, shall retirefrom office but shall be eligible to stand for re-election. See “Description of Share Capital and Articles of Association—Articlesof Association—Board of Directors.”

 

Theexpiration of the current terms of the members of the Board of Directors and the period each member has served in that term are as follows:

 

Name    

Year Current

Term Began

     

Year Current

Term Expires

 
Gabriele Cerrone     2022       2023  
Dr. Gary S. Jacob     2022       2023  
Willy Simon     2022       2023  
John Brancaccio     2022       2023  
Bernard Denoyer     2022       2023  

 

TheCompany has adopted best practice for corporate governance in its country of incorporation so all directors will retire and stand forre-election at each annual general meeting (as opposed to reliance upon rotational reappointment).

 

Committeesof Our Board of Directors

 

Ourboard of directors has three standing committees: an audit committee, a remuneration committee and a nominating committee.

 

Audit,Risk and Disclosure Committee

 

Theaudit, risk and disclosure committee, which consists of John Brancaccio, Bernard Denoyer and Willy Simon, assists the board of directorsin overseeing our accounting and financial reporting processes. Mr. Brancaccio serves as chairman of the audit committee. The audit committeeconsists exclusively of members of our board who are financially literate, and Mr. Brancaccio is considered an “audit committeefinancial expert” as defined by applicable SEC rules and has the requisite financial sophistication as defined under the applicableNasdaq rules and regulations.

 

Ourboard has determined that all of the members of the audit committee satisfy the “independence” requirements set forth inRule 10A-3 under the Exchange Act. The audit committee will be governed by a charter that complies with Nasdaq rules.

 

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Theaudit committee’s responsibilities include:

 

  recommending the appointment of the independent auditor to the general meeting of shareholders;
     
  the appointment, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services;
     
  pre-approving the audit services and non-audit services to be provided by our independent auditor before the auditor is engaged to render such services;
     
  evaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions to the full board of directors on at least an annual basis;
     
  reviewing and discussing with management and our independent registered public accounting firm our financial statements and our financial reporting process;
     
  reviewing, approving or ratifying any related party transactions.

 

RemunerationCommittee

 

Theremuneration committee consists of Mr. Brancaccio, Mr. Denoyer and Mr. Simon. Mr. Simon serves as chairman of the remuneration committee.Under SEC and Nasdaq rules, there are heightened independence standards for members of the remuneration committee, including a prohibitionagainst the receipt of any compensation from us other than standard board member fees.

 

Theremuneration committee’s responsibilities include:

 

  identifying, reviewing and proposing policies relevant to the compensation and benefits of our directors and executive officers;
     
  evaluating each executive officer’s performance in light of such policies and reporting to the board; and
     
  overseeing and administering our employee share option scheme or equity incentive plans in operation from time to time.

 

NominatingCommittee

 

Thenominating committee consists of Mr. Denoyer and Mr. Simon. Mr. Denoyer serves as chairman of the nominating committee. The nominatingcommittee’s responsibilities include:

 

  drawing up selection criteria and appointment procedures for directors;
     
  recommending nominees for election to our board of directors and its corresponding committees;
     
  assessing the functioning of individual members of our board of directors and executive officers and reporting the results of such assessment to the board of directors; and
     
  developing corporate governance guidelines.

 

Noneof our non-employee directors have any service contracts with Tiziana Life Sciences PLC or any of our subsidiaries that provide for benefitsupon termination of employment.

 

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Compensationof Executive Officers and Directors

 

Thetable below sets the remuneration of the CEO and other Executive Directors for the financial year ended March 31, 2022.

 

Name  Position  

Fees

earned or

paid in

cash

($000)

  

Bonus

earned or

paid in

cash

($000)

  

Options

awarded

($000) (1)

  

Total

($000)

 

Dr. Gary S. Jacob

   CEO    350    75    517    942 
Dr. Kunwar Shailubhai (2)   

Director

    

18

    

-

    

-

    

18

 

 

(1) Represents the fair value of incentive stock options granted during the year to March 31, 2022 using an appropriate valuation model for computing stock-based compensation expense as of the date of grant.
(2) Dr. Kunwar Shailubhai resigned as Director on 17 June 2021

 

NarrativeDisclosure to the Compensation table

 

Weentered into an employment agreement with Dr. Gary S. Jacob, our Chief Executive Officer, on December 21, 2020 and amended the agreementon January 19, 2021. Pursuant to the agreement, Dr. Jacob has an annual salary of $350,000 and a cash bonus of up to 50% of his annualsalary based on annual performance goals. In addition, Dr. Jacob was granted options to purchase 40,000,000 ordinary shares. The optionswill vest over 4 years in 4 equal tranches.

 

Dr.Jacob is also entitled to the same fringe benefits as we provide to our other executives from time to time and is eligible to receiveemployee share incentives. If Dr. Jacob’s employment with the company is terminated without cause, or if he resigns for good reason,Dr. Jacob will also be entitled to receive severance equal to continuation of his base salary as then currently in effect for 12 monthsfollowing his date of termination and will be eligible for a pro-rated bonus and for reimbursement for medical coverage premiums for6 months following his date of termination. Dr. Jacob’s severance benefits are conditioned on, amongst other things, his executionof our standard separation agreement and a general release of claims in our favor.

 

Employees

 

Asof the date of this prospectus, we had four full time employees. Two of our employees were engaged in research and development and twoemployees were engaged in management, administration and finance. One is located in England and three are located in the United States.None of our employees are members of labor unions. None of our employees are covered by a collective bargaining agreement.

 

Insuranceand Indemnification

 

Tothe extent permitted by the Guernsey Companies Law, we are empowered to indemnify our directors against any liability theyincur by reason of their directorship. We maintain directors’ and officers’ insurance to insure such persons against certainliabilities. We expect to enter into a deed of indemnity with each of our directors and executive officers prior to, or as soon as practicable,following the filing of this registration statement.

 

Inaddition to such indemnification, we provide our directors and executive officers with directors’ and officers’ liabilityinsurance.

 

Insofaras indemnification of liabilities arising under the Securities Act may be permitted to our board of directors, executive officers, orpersons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnificationis against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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Compensation

 

TotalCompensation for the Non-Executive Chairman and Non-Executive Directors for the year ending March 31, 2022:

 

Name  Position 

Fees

earned

or paid

in cash

($000)

  

Bonus

earned

or paid

in cash

($000) (2)

  

Options

awarded

($000) (1)

  

Other

($000)

  

Total

($000)

 
Gabriele Cerrone  Non-Executive Chairman   164    -    -    -    164 
Willy Simon  Non-Executive Director   44    -    -    -    44 
John Brancaccio  Non-Executive Director   42    -    39    -    81 
Bernard Denoyer  Non-Executive Director   15    -    35    -    50 

 

(1) The amounts have been translated into U.S. dollars from Pounds Sterling based upon the exchange rate as certified by the Federal Reserve Bank of New York for customs purposes as of November 4, 2022. These translations are merely for the convenience of the reader and should not be construed as representations that the Pounds Sterling amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.
   
(2) Represents the fair value of incentive stock options granted during the year to March 31, 2022 using the Black-Scholes model for computing stock-based compensation expense as of the date of grant.

 

NarrativeDisclosure to the Compensation table

 

GabrieleCerrone

 

Weentered into an appointment agreement with Mr. Gabriele Cerrone on January 6, 2021 to serve as our Non-Executive Chairman. Thisagreement entitles Mr. Cerrone to receive a consultancy fee of £120,000 per year. On April 28, 2021 we entered into an agreementwith the Mr. Cerrone pursuant to which Mr. Cerrone was awarded a retrospective bonus of $687,273 for the financial year ended March 31,2020 and a further bonus of $554,400 for the financial year ended March 31, 2021, in each case for services prior to his agreeing tobecome a director of the Company, on condition that Mr. Cerrone agreed that Panetta Partners Limited and Planwise Group Limited exercisea total of 147,969,396 warrants at exercise prices between $0.006 and $0.0189 (being all of the warrants held by Mr. Cerrone and hisassociated entities). Mr. Cerrone also agreed that his accrued but unpaid compensation from January 1, 2021 to May 4, 2021 and throughto March 31, 2022, in the sum of $210,000 be waived and offset against the costs of the exercise of certain of the warrants.

 

Non-Executive Director remuneration

 

Theremuneration of our non-executive directors is determined by our board as a whole, based on a review of current practices in other companies.We intend to enter into service contracts with our directors for their services or amend and restate any prior service contracts in placeprior to, or as soon as practicable, following the filing of this registration statement.

 

EmployeeShare Option Plan with Non-Employee Sub-Plan and US Sub-Plan

 

Themain features of the Employee Share Option Plan are summarized below.

 

Eligibility

 

Allexecutive directors and employees of the Company and any of its subsidiaries are eligible to participate in the Employee Share OptionPlan. The Remuneration Committee selects the individuals to whom share options are to be granted from time to time.

 

Grantof options

 

Optionsmay be granted at such time or times as the Remuneration Committee (or the Board, excluding any interested Director, until a RemunerationCommittee is formally established) determines.

 

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Exerciseprice and adjustments to options

 

Whilethe Ordinary Shares are admitted to trading on the LSE, the exercise price per Ordinary Share may not be less than the average of themiddle market quotations for an Ordinary Share for the five dealing days immediately prior to the date of grant. While the Ordinary Sharesare not admitted to trading on the LSE, the exercise price will be the amount specified by the Remuneration Committee. If the OrdinaryShares are newly issued the exercise price may not, in any event, be less than the nominal value of an Ordinary Share. In the event ofany variation in the share capital of the Company the exercise price and/or the number of Ordinary Shares comprised in each option maybe adjusted as the Remuneration Committee determines. No adjustment may be made which will reduce the exercise price below the nominalvalue of an Ordinary Share.

 

Rightsand restrictions

 

Anoption granted under the Employee Share Option Plan is not transferable. The option certificate will specify when the option will lapse,and such date may not be later than the tenth anniversary of its date of grant. Except in the circumstances referred to below, an optionwill only be exercisable on or after the date which is three years after the date of grant.

 

Ifthe participant ceases to be employed by the Company by reason of injury, disability, ill-health or redundancy; or because the businessor company that employs them is transferred out of the ultimate ownership of the Company, his option may be exercised within six monthsafter such cessation or transfer provided that this limit may be further extended by the Remuneration Committee in the event that anyexercise of the options would trigger any requirement upon the holder to make a general offer to shareholders under Rule 9 of the TakeoverCode. In the event of the death of a participant, the personal representatives of a participant may exercise his option within six monthsafter the date of death. The extent to which an option may be exercised in these circumstances will be determined by reference to anyexercise conditions and time vesting provisions set out in the option certificate unless the Remuneration Committee decides otherwiseand is satisfied that any waiver of such provisions does not constitute a reward for failure.

 

Oncessation of employment for any other reason (or when a participant serves or has been served with, notice of termination of such employment),the option will lapse unless the Remuneration Committee exercises its discretion to allow the exercise of the option for a period notexceeding 6 months from the date of such cessation or notice. In such circumstances and where exercise is permitted, the extent to whichan option may be exercised will be determined by reference to any exercise conditions and time vesting provisions set out in the optioncertificate unless the Remuneration Committee decides otherwise and is satisfied that any waiver of such provisions does not constitutea reward for failure.

 

Corporateevents

 

Options,to the extent not already exercisable, will become exercisable immediately prior to a change in control of the Company, in the eventof a takeover of the Company, in the event that an officer becomes entitled or bound to acquire Ordinary Shares or in the event thatthe court sanctions a compromise or arrangement for the reconstruction of the Company or its amalgamation with any other company. Insuch event, all share options may be exercised for a limited period and will lapse to the extent not exercised. Options, to the extentnot already exercisable, will become exercisable in the event that the Company is proposed to be voluntarily wound up and all share optionsmay be exercised within a limited period in connection with the winding up, failing which they will lapse. In such circumstances andwhere exercise is permitted, the extent to which an option may be exercised will be determined by reference to any exercise conditionsset out in the option certificate unless the Remuneration Committee decides otherwise and is satisfied that any waiver of such provisionsdoes not constitute a reward for failure.

 

Performanceconditions

 

Theexercise of share options may be subject to the satisfaction of such performance conditions, if any, as may be specified and subsequentlyvaried and/or waived by the Remuneration Committee.

 

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Issuanceof Ordinary Shares

 

TheOrdinary Shares issued upon the exercise of share options granted under the Employee Share Option Plan will rank pari passu with theCompany’s issued Ordinary Shares on the date of exercise, save as regards any rights arising by reference to a record date priorto the date of such exercise.

 

Planlimit

 

Optionsmay not be granted under the Employee Share Option Plan if such grant would result in the total number of “Dilutive Shares”exceeding 15% of the Company’s issued share capital from time to time. “Dilutive Shares” means, on any date, all sharesof the Company which (a) have been issued, or transferred out of treasury, on the exercise of share options granted, or in satisfactionof any other awards made, under any share incentive scheme (including the Employee Share Option Plan) in the shorter of the five yearsending on (and including) that date and the period since Admission; and (b) remain capable of issue, or transfer out of treasury, underany subsisting share options granted by the Company.

 

Alternativesettlement on exercise

 

Insteadof delivering the number of Ordinary Shares specified in the exercise notice, the Remuneration Committee may make a cash payment withthe option holder’s consent or deliver Ordinary Shares equal to the value of the Ordinary Shares over which the option is exercised,less the relevant exercise price, or may deliver a combination of the above two.

 

Alteration

 

TheRemuneration Committee may alter the Employee Share Option Plan except that (apart from minor amendments to benefit the administrationof the Employee Share Option Plan, to correct typographical or other errors, to take account of a change in legislation or to obtainor maintain favorable tax, exchange control or regulatory treatment for participants or the Company) no alteration to the advantage ofparticipants or to the Employee Share Option Plan limit described above can be made without the prior approval of Shareholders in generalmeeting.

 

Noamendment may have a materially adverse effect on share options granted before the amendment without the relevant option holder’sconsent.

 

Terminationand Plan period

 

TheRemuneration Committee may terminate or suspend the operation of the Employee Share Option Plan at any time, whereupon no further shareoptions shall be granted but in all other respects the provisions of the Employee Share Option Plan shall remain in force. In any event,no share options may be granted after the date which is five years after the date the Employee Share Option Plan is adopted.

 

RELATEDPARTY TRANSACTIONS

 

Thefollowing is a description of related party transactions we have entered into with the beneficial owners of 3% or more of our ordinaryshares, which are our only voting securities, and senior management and members of our board of directors, for the two-year period endedMarch 31, 2022.

 

TizianaLife Sciences Ltd

 

TizianaLife Sciences Ltd is a related party as the entity is controlled by a person that has significant influence over the Group. On January1, 2018, we entered into a Shared Services Agreement with Tiziana Life Sciences Limited, or Tiziana, pursuant to which we share premisesand other resources. The agreement is renewed for successive three (3) month periods. As of March 31, 2022, we had incurred $107,132(2021: $90,371) worth of costs in relation to this agreement and $47,041 was due to Tiziana Life Sciences Ltd. At March 31, 2021, $27,376was receivable from Tiziana Life Sciences Ltd. We share common officers and directors with Tiziana, namely Gabriele Cerrone, Willy Simonand John Brancaccio.

 

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Letterof Appointment

 

Weentered into an appointment agreement with Mr. Gabriele Cerrone on January 6, 2021 to serve as our Non-Executive Chairman. Thisagreement entitles Mr. Cerrone to receive a consultancy fee of £120,000 per year. On April 28, 2021 we entered into an agreementwith the Mr. Cerrone pursuant to which Mr. Cerrone was awarded a retrospective bonus of $687,273 for the financial year ended March 31,2020 and a further bonus of $554,400 for the financial year ended March 31, 2021, in each case for services prior to his agreeing tobecome a director of the Company, on condition that Mr. Cerrone agreed that Panetta Partners Limited and Planwise Group Limited exercisea total of 147,969,396 warrants at exercise prices between $0.006 and $0.0189 (being all of the warrants held by Mr. Cerrone and hisassociated entities). Mr. Cerrone also agreed that his accrued but unpaid compensation from January 1, 2021 to May 4, 2021 and throughto March 31, 2022, in the sum of $210,000 be waived and offset against the costs of the exercise of certain of the warrants.

 

IndemnityAgreements

 

Wehave entered into deeds of indemnity with each of our directors and officers. See “Management—Insurance and Indemnification.”

 

RelatedPerson Transaction Policy

 

Ourboard of directors has adopted a written related person transaction policy, to be effective immediately upon the effectiveness of theregistration statement of which this prospectus forms a part, setting forth the policies and procedures for the review and approval orratification of related person transactions. This policy will cover, any transaction or proposed transactions between us and a relatedperson that are material to us or the related person, including without limitation, purchases of goods or services by or from the relatedperson or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by usof a related person. In reviewing and approving any such transactions, our audit and risk committee is tasked to consider all relevantfacts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtainedin an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactionsdescribed in this section occurred prior to the adoption of this policy.

 

PRINCIPALSHAREHOLDERS

 

Thefollowing table sets forth information relating to the beneficial ownership of our ordinary shares as of November 30, 2022 by:

 

  each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares; and
     
  each member of our board of directors and each of our executive officers.

 

Thenumber of ordinary shares beneficially owned by each entity, person, board member, or executive officer is determined in accordance withthe rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules,beneficial ownership includes any ordinary shares over which the individual has sole or shared voting power or investment power as wellas any ordinary shares that the individual has the right to acquire within 60 days of November 10, 2022 through the exercise ofany option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons namedin the table have sole voting and investment power with respect to all ordinary shares held by that person.

 

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Number of Ordinary

Shares Beneficially

Owned

 
Name and address of beneficial owner  Shares   % 
         
5% or Greater Shareholders:          
Gabriele Cerrone(1)   553,043,715    39.08 
           
Executive Officers and Directors:          
Gabriele Cerrone(1)   553,043,715    39.08 
Willy Simon(2)   2,307,100    * 
Gary S. Jacob (3)   13,250,000    * 
John Brancaccio(4)   450,000    * 
Bernard Denoyer   -    - 
All directors and executive officers as a group (5 persons)(3)   569,050,815    39.77 

 

* Indicates beneficial ownership of less than 1% of the total outstanding ordinary shares.

 

(1) Mr. Gabriele Cerrone is the ultimate beneficial owner of ordinary shares through Planwise Group Limited and Panetta Partners Limited.
   
(2) Consists of 2,000,000 stock options which are currently exercisable or exercisable within 60 days of November 30, 2022
   
(3) Consists of 13,250,000 stock options which are currently exercisable or exercisable within 60 days of November 30, 2022
   
(4) Consists of 450,000 stock options which are currently exercisable or exercisable within 60 days of November 30, 2022

 

DESCRIPTIONOF SHARE CAPITAL AND MEMORANDUM AND ARTICLES OF INCORPORATION

 

Wewere originally incorporated in the British Virgin Islands as a British Virgin Islands Business Company on 4 July 2007 under the BVIBusiness Companies Act 2004 with company number 1415559 under the name Jellon Enterprises, Inc. Our legal and commercial name was changedto Minor Metals & Mining, Inc. on October 24, 2007, to Emerging Metals Limited on November 28, 2007, to West African Minerals Corporationon December 9, 2011, and to OKYO Pharma Corporation on January 10, 2018. On March 9, 2018, shareholders approved the cancellation ofthe Company’s AIM listing and migration to Guernsey. On July 3, 2018, following the approval of the Guernsey Companies Registry,the Company was registered under the Guernsey Companies Law under the name OKYO Pharma Limited, as a Guernsey company with limited liability,an indefinite life and company number 65220. The Company is domiciled in Guernsey.

 

Ourregistered office is located at Martello Court, Admiral Park, St. Peter Port, Guernsey, GY1 3HB and our telephone number is +44 (0) 207495 2379. Our website address is www.okyopharma.com. The reference to our website is an inactive textual reference only and the informationcontained in, or that can be accessed through, our website is not a part of this registration statement.

 

Currentauthorized share capital

 

Notapplicable.

 

Currentissued share capital

 

Asof November 30, 2022, our issued share capital was 1,415,040,468 ordinary shares, no par value. Each issued ordinary share isfully paid.

 

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Options

 

As of November 30, 2022,there were vested options to purchase 24,375,000 ordinary shares outstanding with a weighted average exercise price of $0.069per ordinary share. The remaining options to purchase 57,445,000 ordinary shares vest between January 31, 2023 and August31, 2025.

 

Warrants

 

Asof November 30, 2022, there were warrants to purchase 35,909,090 ordinary shares outstanding as follows:

 

No. outstanding   Exercise Price   Exercise Price   Final Exercise Date 
              
35,000,000   $0.054   £0.045    7/17/2023 
909,090   $0.033   £0.0275    05/21/2023 

 

Warrantsto purchase 909,090 ordinary shares are exercisable immediately until the final exercise date. Warrants to purchase the remaining35,000,000 ordinary shares are exercisable based on the achievement of milestones, with a final exercise date of July 17, 2023.

 

Informationabout the Ordinary Shares

 

Inaccordance with our Articles, the following summarizes the rights of holders of our ordinary shares:

 

  each holder of our ordinary shares is entitled to one vote per ordinary share on all matters to be voted on by shareholders generally;
     
  the holders of the ordinary shares shall be entitled to receive notice of, attend, speak and vote at our general meetings; and
     
  holders of our ordinary shares are entitled to receive such dividends as are recommended by our directors and declared by our shareholders.

 

Articles

 

Weare incorporated in Guernsey as a non-cellular company limited by shares under company number 65220. We are governed by our Articlesand the Guernsey Companies Law.

 

OurArticles were adopted by a special resolution of our shareholders at our annual general meeting held on September 25, 2020. The summarybelow is not a complete copy of the terms of the Articles.

 

TheArticles contain no specific restrictions on our purpose and therefore our purpose is unrestricted.

 

TheArticles contain, among other things, provisions to the following effect:

 

ShareCapital

 

Ourshare capital currently consists of ordinary shares. Subject to the Guernsey Companies Law and to any rights attached to existing shares,we may issue shares with such rights or restrictions as may be determined by the board. In addition, shares which are to be redeemed,or are liable to be redeemed at our option or the holder of such shares may be issued with the board determining the terms and conditionsof such redemption.

 

Allof our issued and outstanding ordinary shares are fully paid. Holders of ordinary shares do not have conversion or redemption rights.There are no provisions in our Articles discriminating against a shareholder as a result of such shareholder’s ownership of a particularnumber of shares.

 

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PreferredShares

 

Ourboard of directors may provide for other classes of shares, including series of preferred shares. If any preferred shares are issued,the rights, preferences and privileges of our ordinary shares will be subject to, and may be adversely affected by, the rights of holdersof such preferred shares.

 

Voting

 

Subjectto any rights or restrictions attached to any shares, on a show of hands every shareholder who is present in person or by proxy at ageneral meeting shall have one vote. On a poll, every shareholder present in person or by proxy at a general meeting shall have one votefor every ordinary share held by such shareholder. A proxy need not be a shareholder of ours.

 

Ashareholder shall not be entitled, in respect of any shares held by such shareholder, to vote (either personally or by proxy) at anygeneral meeting of ours unless all amounts payable by such shareholder in respect of that share in our capital have been paid or creditedas having been paid, or where such shareholder is in default of the provisions in the Articles requiring disclosure of ownership of sharesand we have served a direction notice on such shareholder advising such shareholder that such shares may not be voted.

 

Variationof Rights

 

Allor any of the rights, privileges or conditions attached to any class of shares in issue may only be varied with the consent in writingof the holders of 75% in value of the issued shares of that class (excluding treasury shares) or with the sanction of a special resolutionpassed at a separate general meeting of the holders of the shares of that class. A quorum for the separate class meeting is two persons(in person or by proxy) holding one-third of the voting rights of the shares of that class or group.

 

Alterationof capital

 

Wemay by ordinary resolution:

 

(a)consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;

 

(b)sub-divide all or any of our shares into shares of a smaller amount than is fixed by our Articles or by ordinary resolution;

 

(c)cancel any shares which, at the date of passing the resolution have not been taken up or agreed to be taken up;

 

(d)convert the whole, or any particular class, of our shares into redeemable shares;

 

(e)redesignate the whole, or any particular class, of our shares into shares of another class;

 

(f)covert all or any of our shares into shares of a nominal amount of a different currency, at the exchange rate; and

 

(g)where our shares were expressed in a particular currency, denominate or redenominate it.

 

Dividends

 

(a)Subject to the Guernsey Companies Law, our directors may authorize dividends and distributions to be paid to Shareholders. If any shareis issued on terms providing that it shall rank for dividend or distribution as from a particular date, such share shall rank for dividendor distribution accordingly.

 

(b)Our directors may direct that any dividend or distribution shall be satisfied wholly or partly by the distribution of assets, and inparticular of paid-up shares, debentures, or other securities of any other company.

 

(c)No dividend or distribution payable shall bear interest against us.

 

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(d)A transfer of shares shall not pass the right to any dividend or distribution declared thereon before the registration of the transfer.

 

(e)All dividends or distribution unclaimed for a period of one year from the date on which such dividend or distribution was declared maybe invested or otherwise made use of by our directors for the benefit of until claimed.

 

(f)All dividends or distribution unclaimed for a period of six years from the date on which such dividend or distribution was declared shall,if our directors so resolve, be forfeited and shall revert to us.

 

(g)Subject to the Guernsey Companies Law or in the terms of issue of any share in our capital, for the purposes of making any distributionor paying any dividend, our directors may determine that those persons who are entered on the register of members at the close of businesson a day determined by our directors shall be the persons who are entitled to receive such dividends or distributions.

 

(h)Payments of dividends or distributions may be made by electronic transfer in such manner as agreed between the member and us or by chequeor warrant.

 

Transferof Ordinary Shares

 

Ashareholder may transfer all or any of their shares (i) in the case of certificated shares by transfer in writing in any usual or commonform or in any other form acceptable to our directors; and (ii) in the case of uncertificated shares, in the manner provided for in therules and procedures of the operator of the “relevant system” (i.e., the CREST System) and in accordance with and subjectto the CREST Regulations.

 

Theinstrument of transfer of a certified share shall be signed by or on behalf of the transferor and, if the share is not fully paid, byor on behalf of the transferee.

 

Ourboard of directors may, in its absolute discretion and without assigning any reason, decline to register any transfer of certificatedshare or uncertified shares unless it is:

 

  (a) in respect of a share which is fully paid up;
     
  (b) in respect of a share in which we have no lien;
     
  (c) in respect of only one class of share;
     
  (d) in favor of a single transferee or not more than four joint transferees; and
     
  (e) in relation to a certificated share, delivered for registration to our registered office (or such other place as our board of directors may from time to time determine) accompanied by the relevant share certificate(s) and such other evidence as our board of directors may reasonably require, to show the right of the transferor to make the transfer.

 

Ourboard of directors shall not refuse to register any transfer or renunciation of partly paid shares which are listed on the Main Marketof the London Stock Exchange on the grounds that they are partly paid shares in circumstances where that refusal would prevent dealingsin any such shares from taking place on an open and proper basis.

 

Disclosureof Ownership

 

Ourdirectors may by notice in writing require a shareholder to disclose to us the identity of any person other than such shareholder whohas, or has had, at any time during the three years immediately preceding the date on which the notice is issued, any interest (whetherdirect or indirect) in the shares held by such shareholder.

 

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Ifa shareholder, or any other person appearing to be interested in shares held by that shareholder, has been issued with such a noticeand has failed in relation to any shares, or the Default Interests, to give the Company the information thereby required within the prescribedperiod from the service of the notice, our directors may in their discretion serve a direction notice on such shareholder which may directthat:

 

(a)the shareholder shall not be entitled in respect of the Default Interests to be present or to vote (either in person or by proxy) atany general meeting or at any separate meeting of the holders of any class of shares or on any poll or to exercise any other right conferredby membership in relation to any such meeting or poll; and

 

(b)where the Default Interests represent at least 0.25%. of the number of shares in issue of the class concerned:

 

(i)any dividend, distribution or other money payable in respect of the shares shall be withheld by us, which shall not have any obligationto pay interest on it; and

 

(ii)no transfer of the Default Interests held by us shall be registered unless: (I) the shareholder is not themself in default as regardssupplying the information requested; and (II) the shareholder proves to the satisfaction of our directors that no person in default asregards supplying such information is interested in any of the shares the subject of the transfer.

 

Requirementto disclose interests

 

Eachshareholder shall be under an obligation to comply with the disclosure and notification requirements set out in Chapter 5 of the DTRs.If the Company determines that a shareholder, or the Defaulting Member, has not complied with the provisions of Chapter 5 of the DTRswith respect to some or all of such shares held by such Shareholder, or the Default Shares, we shall have the right by delivery of noticeto the Defaulting Member, or a Default Notice, to:

 

(a)suspend the right of such Defaulting Member to vote on the Default Shares in person or by proxy at any meeting of ours; and/or

 

(b)(i) withhold, without any obligation to pay interest thereon, any dividend or other amount payable with respect to the Default Shares,(ii) render ineffective any election to receive our shares instead of cash in respect of any dividend or part thereof, and/or (iii) prohibitthe transfer of any of our shares held by the Defaulting Member except with the consent of ours.

 

Pre-emptiveRights

 

Neitherthe laws of Guernsey nor the Articles provide shareholders with pre-emptive rights when new shares are issued by the Company.

 

Boardof Directors

 

Unlessotherwise determined by the company by ordinary resolution, the number of directors (other than any alternate directors) shall not beless than one, but there shall be no maximum number of directors.

 

Thebusiness and affairs of the Company shall be managed by, or under the direction or supervision of the our directors who may pay all expensesincurred in promoting and registering the Company, and may exercise all such powers necessary for managing, and for directing and supervisingthe management of, the our business and affairs as are not, by the Guernsey Companies Law or by the Articles, required to be exercisedby us in a general meeting, subject to the Articles, to the provisions of the Guernsey Companies Law and to such regulations as may beprescribed by us by special resolution provided that such regulations are not inconsistent with the Articles or the provisions of theGuernsey Companies Law.

 

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Subjectto the Articles, our directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as theythink fit. The quorum necessary for the transaction of the business is two unless otherwise resolved by our directors. A meeting of ourdirectors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by ourdirectors.

 

Adirector who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with us, or in a transactionor arrangement that has been entered into by us, must declare the nature and extent of such director’s interest to our directors.The declaration must be made at a meeting of our board of directors, or by written notice, or by general notice, in accordance with theGuernsey Companies Law and the Articles.

 

Ourdirectors shall have power at any time and from time to time to appoint any person to be a director, either to fill a casual vacancyor as an addition to our existing directors.

 

Subjectto the provisions of the Guernsey Companies Law and provided the director has disclosed their interest to our other directors, such directornotwithstanding their office may:

 

(a)be a party to, or otherwise interested in, any transaction or arrangement with us, or in which we are otherwise interested;

 

(b)act by themself or through their firm in a professional capacity for us be entitled to remuneration as if they were not a director;

 

(c)be a director or officer of, or employed by, or a party to any transaction or arrangement with, a shareholder of or otherwise directlyor indirectly interested in, any corporate entity promoted by us, or with which we have entered into any transaction with or are interestedin; and

 

(d)not by reason of his office, be accountable to us for any benefit which such director derives from any such office or employment or fromany such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liableto be avoided on the ground of any such interest or benefit.

 

Adirector shall be counted in the quorum at any meeting in relation to any resolution in respect of which such director has declared aninterest and may vote thereon.

 

Aperson must not be appointed as a director unless such person has consented in writing and submitted their declaration that they arenot ineligible to act as a director under the Guernsey Companies Law. A director need not be a shareholder but shall be entitled to receivenotice of and attend all of our general meetings.

 

Noperson shall, unless recommended by our directors, be eligible for election to the office of director at any general meeting unless notless than three nor more than 21 days before the date appointed for the meeting there shall have been left at our registered office anotice in writing signed by a shareholder, their intention to propose such a person for election (this must be accompanied by that personswillingness to be elected and their signed declaration).

 

Ourdirectors shall be paid such remuneration (by way of fee) for their services as may be determined by our directors in their absolutediscretion. Our directors shall also be entitled to be repaid all travelling, hotel and other expenses of travelling to and from boardmeetings, committee meetings, general meetings, or otherwise incurred while engaged on our business.

 

Subjectto the provisions of the Guernsey Companies Law, every director shall have the power to purchase and maintain insurance for or for thebenefit of any persons who are or were at any time our directors, officers or employees (including any other company which is its holdingcompany or in which we have any direct or indirect interest in) against any liability incurred by such persons in respect of any actor omission in the actual or purported execution and /or discharge of their duties or exercise or purported exercise of their powersin relation to or in connection with their duties, powers or offices in relation to us or any other such company or subsidiary.

 

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Anydirector may at any time by writing appoint any person to be their alternate director and may in like manner at any time terminate suchappointment.

 

Theoffice of director shall, ipso facto, be vacated if such director:

 

(a)resigns his office by writing under his hand and it is deposited at our registered office and we may agree to accept this at a laterdate than specified;

 

(b)shall have absented themselves from meetings of the directors for six months in succession and all our other directors have resolvedthat such director should vacate their office;

 

(c)becomes bankrupt, suspends payment or compounds with such director’s creditors, or is adjudged insolvent or has his affairs declareden désastre;

 

(d)dies;

 

(e)becomes ineligible to act as a director under the Guernsey Companies Law;

 

(f)is removed by resolution of our directors in writing signed by all of our other directors (being not less than two in number); or

 

(g)if we shall by ordinary resolution declare that such person shall cease to be a director.

 

Indemnity

 

Ourdirectors (including any alternate director), secretary and other officer or employee for the time being shall be indemnified out ofthe our assets to the fullest extent permitted by the Guernsey Companies Law from and against all actions, costs, charges, losses, damagesand expenses in respect of which they may lawfully be indemnified which they or any of them shall or may incur or sustain by reason ofany contract entered into or any act done, concurred in, or omitted, in or about the execution of their duty or supposed duty or in relationthereto.

 

Limitationson the Rights to Own Our Securities

 

Weare not aware of any limitations on the rights to own our securities, including rights of non-resident or foreign shareholders to holdor exercise voting rights on our securities, imposed by foreign law or by our Articles.

 

GeneralMeetings

 

Anannual general meeting of ours shall be held in each calendar year (provided that no more than fifteen months may elapse between oneannual general meeting and the next) at such time and place as may be determined by our directors.

 

Ourdirectors may convene a general meeting whenever they think fit. General meetings shall also be convened by the directors within 21 daysof a requisition by our shareholders as provided for by the Guernsey Companies Law.

 

Unlessspecial notice is required in accordance with the Guernsey Companies Law, not less than fourteen days’ notice in respect of allgeneral meeting shall be given to all Shareholders (other than those who, under the provisions of the Articles or otherwise, are notentitled to receive notices from the Company).

 

Everynotice shall specify the place, the date and the time of the meeting and the general nature of the business of the meeting. Any generalmeeting may be held in Guernsey, or elsewhere, as our directors may from time to time determine. There is no age limit at which a directoris required to retire.

 

Forthe purpose of determining which persons are entitled to attend and vote at any general meeting and how many votes such persons may cast,the Company may specify in the relevant notice of general meeting a time, not more than forty eight hours (excluding any days which arenot business days) before the time fixed for the meeting, by which a person must be entered on the register of members in order to havethe right to attend and vote at the meeting.

 

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Nobusiness shall be transacted unless the requisite quorum is present when the meeting proceeds to business. Two shareholders present inperson or by proxy and entitled to vote shall be a quorum, save where we only have one shareholder.

 

Ifwithin half an hour from the time appointed for the general meeting a quorum is not present, if convened on the requisition of the shareholdersthe meeting shall be dissolved. In any other case the meeting shall be adjourned to the same day in the next week at the same time andplace and no notice of such adjournment need be given. At any such adjourned meeting, those shareholders present in person or by proxyshall be a quorum. If no shareholders are present at the adjourned meeting, the meeting shall be dissolved.

 

Everyquestion submitted to a general meeting shall be determined in the first instance by a show of hands of the shareholders present in personor by proxy or by attorney and entitled to vote, but a poll may be demanded by no fewer than five shareholders having the right to voteon the resolution, or one or more of the shareholders present in person or by proxy representing at least 10%. of the total voting rightsof all of the shareholders having the right to vote on the resolution.

 

Corporaterepresentatives

 

Anycorporation which is a shareholder may by resolution of its directors or other governing body authorize such person as it thinks fitto act as its representative at any meeting of ours or of any class of shareholders, and the person so authorized shall be entitled toexercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individualshareholder.

 

BorrowingPowers

 

Subjectto the Articles and the Guernsey Companies Law, our board of directors may exercise all of the powers of the company to:

 

  (a) borrow money;
     
  (b) indemnify and guarantee;
     
  (c) mortgage or charge;
     
  (d) create and issue debentures and other securities; and
     
  (e) give security either outright or as collateral security for any debt, liability or obligation of the company or of any third party.

 

UncertificatedShares

 

Subjectto the Guernsey Companies Law, our board of directors may permit title to shares of any class to be issued or held otherwise than bya certificate and to be transferred by means of a “relevant system” (i.e., the CREST System) without a certificate.

 

Ourboard of directors may take such steps as it sees fit in relation to the evidencing of and transfer of title to uncertificated shares,any records relating to the holding of uncertificated shares and the conversion of uncertificated shares to certificated shares, or vice-versa.

 

Ourboard of directors may by notice to the holder of an uncertificated share, require that share to be converted into certificated form.

 

Ourboard of directors may take such other action that the board considers appropriate to achieve the sale, transfer, disposal, forfeiture,re-allotment or surrender of an uncertified share or otherwise to enforce a lien in respect of it.

 

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Windingup

 

Subjectto any preferred, deferred or other special rights, or subject to such conditions or restrictions to which any shares in our capitalmay be issued, on a winding-up or other return of capital, the holders of our ordinary shares are entitled to share in any surplus assetspro rata to their holdings of such ordinary shares. A liquidator may, with the sanction of a special resolution of ours and anyother sanction required by the Guernsey Companies Law, divide amongst our shareholders in specie or in kind the whole or any part ofour assets (whether or not the assets shall consist of property of one kind or shall consist of property of different kinds), those assetsto be set at such value as such liquidator deems fair. A liquidator may also vest the whole or any part of our assets in trustees ontrusts for the benefit of the shareholders as the liquidator shall think fit.

 

Wherethe Company is proposed to be or is in the course of being wound up and the whole or part of its business or property is proposed tobe transferred or sold to another company the liquidator may, with the sanction of an ordinary resolution, receive in compensation forthe transfer or sale, shares, policies or other like interests in such other company for distribution among our shareholders or may enterinto any other arrangement whereby our shareholders may, in lieu of receiving cash, shares, policies or other like interests, or in additionthereto, participate in the profits of or receive any other benefits from such company.

 

Issueof shares and share rights

 

Ourdirectors may exercise the power of the company for an unlimited duration to issue an unlimited number of shares or grant rights to subscribefor, or to convert any security into shares.

 

Wemay issue shares which: (i) are redeemable shares; (ii) confer preferential rights to distribution of capital or income; (iii) do notentitle the holder to voting rights; and (iv) entitle the holder to restricted voting rights. Our directors may issue shares which havea nominal or par value, no par value, in any number they see fit and in fractions of a share. Subject to “Variation of Rights”above, we may convert all or any classes of our shares into redeemable shares.

 

Ourdirectors may make arrangements on the issue of shares to distinguish between shareholders as to the amounts and the times of paymentsof calls on their shares and issue shares that provide for the payment of dividends and distributions in differing proportions.

 

Acquisitionof own shares

 

Subjectto the provisions of the Guernsey Companies Law and the rights of holders of any class of shares, we may purchase our own shares, includingredeemable shares.

 

Liens,Calls on Shares and Forfeiture

 

Inrespect of any shares we issue that are not fully paid, we will have a first and paramount lien on every share (not being a fully paidshare) for all moneys payable at a fixed time or called in respect of such share. Our board of directors may make calls upon shareholdersfor any amounts unpaid in respect of their shares, subject to the terms of allotment (whether in respect of nominal value or premium).

 

Ifa call remains unpaid after it has become due and payable, then, following notice by our board of directors requiring payment of theunpaid amount together with any accrued interest and expenses incurred, such share may be forfeited by a resolution of our board of directors.

 

Ashareholder whose shares have been forfeited will cease to be a shareholder in respect of such share, but will, notwithstanding the forfeiture,remain liable to us for all moneys which at the date of forfeiture were presently payable together with interest. A forfeited share maybe sold, re-allotted or otherwise disposed of as our board of directors sees fit.

 

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Provisionsthat Would Delay, Defer or Prevent a Change of Control

 

Thereare no provisions in our Articles that would have the effect of delaying, deferring or preventing a change in control of us and thatwould operate only with respect to a merger, acquisition or corporate restructuring involving us or any of our subsidiaries.

 

OtherRelevant Laws and Regulations

 

MandatoryBid

 

TheU.K. City Code on Takeovers and Mergers, or Takeover Code, applies to the company. Under the Takeover Code, where:

 

  (a) any person, together with persons acting in concert with them, acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which he is already interested, and in which persons acting in concert with them are interested) carry 30% or more of the voting rights of a company; or
     
  (b) any person who, together with persons acting in concert with them, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with them, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, such person shall, except in limited circumstances, be obliged to extend offers, on the basis set out in Rules 9.3, 9.4 and 9.5 of the Takeover Code, to the holders of any class of equity share capital, whether voting or non-voting, and also to the holders of any other class of transferable securities carrying voting rights. Offers for different classes of equity share capital must be comparable; the U.K. Panel on Takeovers and Mergers, or Takeover Panel, should be consulted in advance in such cases.

 

Anoffer under Rule 9 of the Takeover Code must be in cash and at the highest price paid for any interest in the shares by the person requiredto make an offer or any person acting in concert with them during the 12 months prior to the announcement of the offer.

 

Underthe Takeover Code, a “concert party” arises where persons acting together pursuant to an agreement or understanding (whetherformal or informal and whether or not in writing) cooperate, through the acquisition by them of an interest in shares in a company, toobtain or consolidate control of the company. “Control” means holding, or aggregate holdings, of an interest in shares carrying30% or more of the voting rights of the company, irrespective of whether the holding or holdings give de facto control.

 

ShareholderNotification and Disclosure Requirements

 

Shareholdersare obliged to comply with the shareholding notification and disclosure requirements set out in Chapter 5 of the DTRs. As the companyis classified as a “non-UK issuer” for the purposes of the DTRs, a shareholder is required pursuant to Rule 5 of the DTRsto notify the company if, as a result of an acquisition or disposal of shares or financial instruments, the shareholder’s percentageof voting rights of the company reaches, exceeds or falls below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%.

 

TheDTRs can be accessed and downloaded from the FCA’s website at https://www.handbook.fca.org.uk/handbook/DTR/.

 

Shareholdersare urged to consider their notification and disclosure obligations carefully as a failure to make a required disclosure to the companymay result in disenfranchisement.

 

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Shareholderrights under Guernsey Law

 

Thefollowing is a summary of the rights of shareholders under the Guernsey Companies Law and other applicable laws in Guernsey. Prospectiveshareholders are advised that this is not a complete statement of the rights of Shareholders under applicable law in Guernsey or underthe Articles.

 

(a)Company alterations

 

Underthe Guernsey Companies Law, it is possible for a Guernsey company to merge with another Guernsey company or an overseas company withthe approval by a special resolution of members, provided that there is a short form amalgamation process for amalgamations between acompany and its wholly-owned subsidiary or between two or more wholly- owned subsidiaries of the same company which does not requirea special resolution of the members of each company.

 

Underthe Guernsey Companies Law, a compromise or arrangement is permitted between the company and its creditors or shareholders, or any classthereof, whether for the purpose of facilitating the company’s reconstruction or its merger with another company, or otherwise.An application must be made to court which court will then order a meeting of the company’s creditors or shareholders. It is necessaryfor 75%. in value of the creditors or 75% of the voting rights of the shareholders, or class thereof, as the case may be, to agree tothe compromise or arrangement and if such compromise or arrangement is sanctioned by the court, it will be binding on the creditors orshareholders, or class thereof, as appropriate.

 

TheGuernsey Companies Law also requires the approval of the shareholders by special resolution for the removal of a company from the GuernseyRegister of Companies for the purpose of becoming registered as a company under the law of a district, territory or place outside Guernsey.

 

Underthe Guernsey Companies Law, amendments to a company’s articles of incorporation so permitted may be authorized by way of a specialresolution of the company’s shareholders (provided that certain provisions within a company’s articles of incorporation canbe embedded with a higher voting threshold required for change).

 

(b)Rights of dissent and appraisal

 

TheGuernsey Companies Law contains rights of dissent (the granting of which is discretionary on the part of the court), which are applicablewhere the company resolves to:

 

(i)amalgamate with another corporation (other than vertical or horizontal short form amalgamations);

 

(ii)transfer of its registration into another jurisdiction; or

 

(iii)carry out a takeover transaction.

 

(c)Shareholder derivative actions

 

Thelaws of Guernsey permit derivative actions to be brought by a shareholder, or such person as the court directs who, in the discretionof the court, is a proper person to make an application to court to bring a derivative action. Under the laws of Guernsey, the complainantmust obtain permission of the court to commence a derivative action.

 

(d)Sale of undertaking

 

TheCompanies Law does not contain provisions in relation to shareholder authority for the sale of a company’s undertaking and, accordingly,the sale, lease or exchange of all or substantially all the property of the company will be governed by the articles of incorporationof a company.

 

(e)Unfair prejudice

 

Amember of a company may apply to the court on the ground that the affairs of the company are conducted in a manner that is unfairly prejudicialto the interests of members generally or of some part of its members (including at least themselves), or an actual or proposed act oromission of the company is or would be so prejudicial.

 

Ifthe court is satisfied that an application is well founded it may make such orders as it sees fit, which may include without limitation:(a) requiring the company to refrain from doing or continuing to do an act, or require it to do any act which the applicant has complainedit has omitted to do; or (b) providing for the purchase of shares of any member of the company by other members of the company or bythe company itself (and the reduction of the company’s capital accordingly).

 

Differencesin Corporate Law

 

Asa non-cellular company limited by shares incorporated in Guernsey, we are governed by the Guernsey Companies Law. The applicable provisionsof the Guernsey Companies Law differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary ofcertain differences between the provisions of the Guernsey Companies Law applicable to us and the Delaware General Corporation Law relatingto shareholders’ rights and protections. This summary is not intended to be a complete discussion of the respective rights andit is qualified in its entirety by reference to the laws of Guernsey and Delaware law.

 

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    Guernsey   Delaware
Shareholder Meetings  

Unless a company’s memorandum or articles of incorporation state otherwise, the directors are required to call a general meeting once the company receives requests to do so from shareholders who hold more than 10% of the capital of the company that carries the right of voting at general meetings (excluding any capital held as treasury shares).

 

Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or bylaws.

        May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors
             
    Unless the shareholders pass a resolution exempting the company from holding an annual general meeting, a company must hold a general meeting of its members within a period of 18 months beginning on the date on which it was incorporated and thereafter at least once every calendar year (with no more than 15 months elapsing between one annual general meeting and the next).  

 

May be held inside or outside Delaware

 

Notice:

 

             
    Subject to the articles of incorporation, a meeting may be held at any place in Guernsey or elsewhere.   — Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any.
             
    Notice:      
             
    — A meeting must be called by at least 10 days’ notice or such longer period as provided by the articles of incorporation.      
           
    — A meeting may be called by shorter notice if all shareholders entitled to attend and vote so agree.      
           
    — The notice shall specify the date, time and place of the meeting, the information of any resolutions to be passed at the meeting and such other information as is required by the articles of incorporation.      
           
Shareholders’ Voting Rights   Unless the memorandum or articles of incorporation provide otherwise, directors are appointed by ordinary resolution of the shareholders.   With limited exceptions, and unless the certificate of incorporation provides otherwise, shareholders may act by written consent to elect directors.
             
    Any shareholder may appoint another person or persons to be their proxy to exercise all or any of their rights to attend, speak and vote at a meeting.   Each stockholder entitled to vote may authorize another person or persons to act for such shareholder by proxy.
             
    Subject to the articles of incorporation, the quorum shall be two shareholders holding 5% of the total voting rights of the company between them.   The certificate of incorporation or bylaws may specify the number to constitute a quorum, but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote, present in person or represented by proxy, shall constitute a quorum.
             
    Subject to certain limited exceptions, a provision of the articles of incorporation is void to the extent that it would have the effect of excluding or making ineffective a demand for a poll at general meeting.   The certificate of incorporation may provide for cumulative voting.

 

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    Guernsey   Delaware
Directors   Subject to the articles of incorporation, the board of directors must consist of at least one director and is not subject to a maximum number of directors.   The board of directors must consist of at least one director and is not subject to a maximum number of directors.
             
    Subject to the articles of incorporation, the board of directors may determine the remuneration or other benefits given to a director.   The number of directors shall be fixed by the bylaws, unless the certificate of incorporation fixes such number, in which case a change in the number shall be made only by amendment of the certificate of incorporation.
             
    A person will cease to be a director if such person:   A classified board is permitted.
             
    — provides written notice of their resignation to the company;   The board of directors has the authority to fix the compensation of directors, unless otherwise restricted by the certificate of incorporation or bylaws.
             
    — is removed in accordance with the memorandum and articles of incorporation;   Removal
             
    — becomes ineligible to be a director under the laws of Guernsey;      
             
    — dies; or   – Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote unless the certificate of incorporation provides otherwise.
             
    — otherwise vacates office in accordance with the memorandum and articles of incorporation.   – In the case of a classified board, shareholders may affect removal only for cause.
         
Interested Shareholders’ Transactions   The Guernsey Companies Law does not contain any specific prohibition on interested shareholder transactions.   The Delaware General Corporation Law contains a business combination statute applicable to corporations whereby, unless the corporation has specifically elected not to be governed by such statute, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such shareholder becomes an interested shareholder. An interested shareholder generally is a person or a group that owns at least 15% of the corporation’s outstanding voting stock.
             
Interested Director Transactions   A director must, immediately after becoming aware of the fact that such director is interested in a transaction or proposed transaction with the company, disclose to the board the nature and extent of such director’s interest.   Interested director transactions are permissible and may not be legally voided if:
             
      Subject to the memorandum and articles of incorporation, a director who is interested in a transaction may vote, attend board meetings, sign documents and do any other thing in such director’s capacity as a director in relation to a transaction in which such director is interested as if such director was not interested in the transaction provided that such director has made the necessary declarations.   — the material facts of the director’s interest are disclosed and a majority of the disinterested directors approve the transaction;
             
    A transaction in which a director is interested is voidable by the company at any time within 3 months of the date after which the transaction is disclosed to the board unless:   — the material facts of the director’s interest are disclosed and a majority of the shareholders entitled to vote approve the transaction; or
             
    — the director’s interest was disclosed at the time the transaction was entered into or a disclosure was not required (for example, if the transaction is entered into in the ordinary course of business and on usual terms and conditions);   — the transaction is determined to have been fair to the corporation at the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.
             
    — the transaction is ratified by the shareholders; or      
             
    — the company received fair value for the transaction.      

 

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    Guernsey   Delaware
Dividends   A company may pay a dividend if the board of directors is satisfied on reasonable grounds that the company will, immediately after payment of the dividend, satisfy the statutory solvency test contained in the Guernsey Companies Law as well as any other requirement of the memorandum or articles of incorporation.   The board of directors may declare and pay dividends, subject to any restrictions contained in the certificate of incorporation, upon the shares of the corporation’s capital stock either: out of its surplus or, in case there is no surplus, out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year.
             
    A dividend may be of such amount, be paid at such time and be paid to such members as the board of directors thinks fit; provided that the directors must not authorize a dividend in respect of some but not all of the shares in a class or that is of a greater value per share in respect of some shares of a class than in respect of other shares of that class.      
             
    Subject to the articles of incorporation, there is no requirement for dividends to be paid out of a particular account or source.      
             
Variation of Rights of Class of Shares   A company may only vary the rights of a class of shareholders in accordance with the provisions of the articles of incorporation or, in the absence of such provisions, with the consent in writing from the holders of at least 75% in value of the issued shares of that class or by means of a special resolution passed by at least 75% in value of the issued shares of that class at a separate meeting of shareholders of that class.   A corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise.
             
Mergers and Similar Arrangements   Subject to the articles of incorporation, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a company may be negotiated and approved by the board of directors. Depending on the structure of such a transaction, a separate shareholder approval may be required.  

Under the Delaware General Corporation Law, with certain exceptions, a merger, consolidation, sale, lease or transfer of all or substantially all of the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon.

 

    If, within a period of four months after the date of an offer being made in respect of a transfer of shares, the offer is approved or accepted by the shareholders comprising not less than 90% in value of the shares affected, the offeree may, within two months immediately after the last day on which the offer can be approved or accepted, give notice to any dissenting shareholders of its desire to acquire the remaining shares. On the expiration of one month from the date of the notice to acquire, the offeror will be entitled to acquire the shares of the dissenting shareholder(s) by sending them a copy of the notice to acquire and by paying or transferring to them the consideration that such shareholder(s) are entitled to in respect of those shares, at which point the offeror shall be registered as the holder of those shares.   The Delaware General Corporation Law also provides that a parent corporation may, by resolution of its board of directors, merge with any subsidiary of which it owns at least 90% of each class of capital stock without a vote by the shareholders of such subsidiary.
             
Appraisal Rights   The Guernsey Companies Law does not specifically provide for any appraisal rights of shareholders. The Guernsey Companies Law does, however, give the courts of Guernsey broad authority in respect of orders made pursuant to successful unfair prejudice claims under the Guernsey Companies Law.   A shareholder of a corporation participating in certain major transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by such shareholder in lieu of the transaction consideration.

 

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    Guernsey   Delaware
Shareholder Suits   A shareholder may commence or continue a claim as a representative of those with the same interests in the claim. Unless the court directs otherwise, any judgment in which a party is acting as a representative will be binding on all persons represented.   Class actions and derivative actions generally are available to shareholders for, among other things, breach of fiduciary duty, corporate waste, and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.
             
    Derivative actions are also available to shareholders in respect of a cause of action arising from an actual or proposed act or omission involving: negligence, default, breach of duty and/or breach of trust by a director of the company.      
             
    Costs are awarded by the court at its discretion. The normal order is for the winning party to recover its costs incurred in connection the action.      
             
Limitations on Directors’ Liability and Indemnification of Directors and Officers   A company may include in its articles of incorporation provisions limiting the liability of its directors (and officers or other persons); however, any provision that purports to exempt a director from any liability in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.   A corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for certain breaches of fiduciary duty. However, such provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock purchases, or redemptions, or any transaction from which a director derived an improper personal benefit.
             
    Any provision by which a company directly or indirectly provides an indemnity for a director of the company, or any associated company, against any liability in connection with any negligence, default, breach of duty or breach of trust is void, except that:   A corporation may indemnify a director or officer of the corporation against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred in defense of any action, suit or proceeding by reason of such person’s position if (i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, the person had no reasonable cause to believe the conduct was unlawful.
             
    — a company is not prevented from purchasing and maintaining for a director of the company, or any associated company, insurance against any such liability; and      
             
    — such restriction does not apply to a qualifying third-party indemnity provision, which is a provision for indemnity against liability incurred by a director to a person other than the company or an associated company that does not provide any indemnity against a prescribed list of liabilities, including certain fines and penalties and liabilities incurred in defending certain proceedings.      

 

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    Guernsey   Delaware
Directors’ Fiduciary Duties   The duties of directors in Guernsey are generally owed to the company and its shareholders as a whole rather than to any other person or particular shareholders (subject to certain exceptions) and arise from customary laws, statutory laws and contractual obligations.   Directors of a Delaware corporation have a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty.
             
    Customary law duties of directors include:   — The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform themselves of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.
             
    — a duty to act in good faith, in the best interests of the company, and not for any collateral purpose;   — The duty of loyalty requires that a director act in a manner he or she reasonably believes to be in the best interests of the corporation. He or she must not use their corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally.
             
    — a duty to exercise powers for a proper purpose. Even if a director is acting in good faith and in the best interests of the company, such director must nevertheless use their powers for the proper purpose for which they were conferred;      
             
    — a duty to avoid and mitigate conflicts of interest; and      
             
    — a duty to account for profits. As a fiduciary, a director may not take a personal profit from opportunities arising from such director’s office, even if the director is acting honestly and in the best interests of the company. Any such profit must be paid to the company. A director’s entitlement to remuneration and payment of expenses will be governed by the company’s articles of incorporation.   In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, such director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.
             
    Statutory duties of directors include:      
             
    — a general duty to manage the business and affairs of the company; and      
             
    — the directors are responsible for considering a solvency test in various circumstances, including in authorizing distributions by the company to its shareholders.      

 

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    Guernsey   Delaware
Inspection of Books and Records   The register and index of members, register of directors, register of secretaries and copies of all resolutions of shareholders passed other than at general meetings and minutes of the proceedings of general meetings, in each case, in the last six years, must be open for the inspection by any shareholder of the company without charge during ordinary business hours. They must also be open to inspection by any other person upon payment of such fee as may be prescribed by the Guernsey Committee for Economic Development or such lesser fee as the company may request.   All shareholders have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder.
             
    When a company receives a request to inspect its records, the company must comply with that request or apply to the Guernsey courts for a direction not to comply.      
             
Amendments of Governing Documents   Subject to certain exceptions, such as the alteration of the statement of the company’s name, a company may only make or alter a provision of its memorandum of incorporation in accordance with the terms of the memorandum of incorporation or by unanimous resolution of all of its shareholders.     Amendments to the certificate of incorporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless the certificate of incorporation provides otherwise. Bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if provided in the certificate of incorporation, also be amended by the board of directors.
             
    A company may alter its articles of incorporation by means of a special resolution passed by at least 75% of the shareholders.      
             
Dissolution and Winding Up   A company may be dissolved by means of a compulsory or voluntary winding up or a compulsory or voluntary striking off.     Unless the board of directors approves the proposal to dissolve, dissolution must be approved by all of the shareholders. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares.
             
    An application for voluntary winding up requires a special resolution of the members passed by a majority of at least 75%.      
             
    An application for the voluntary striking off of a company must be made by the board of directors and be accompanied by a declaration of compliance confirming that all requirements of Guernsey law with respect to the striking off have been complied with.      

 

OtherGuernsey Law Considerations

 

RegisteredShares

 

Weare required by the Guernsey Companies Law to keep a register of our shareholders. Under the laws of Guernsey, the ordinary shares aredeemed to be issued when the name of the shareholder is entered in our share register. The share register therefore is prima facie evidenceof the identity of our shareholders, and the shares that they hold. The share register generally provides limited, or no, informationregarding the ultimate beneficial owners of our ordinary shares. Our share register is maintained by our registrar, Computershare InvestorServices (Guernsey) Limited.

 

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Potentialfuture holders of our ADSs will not be treated as one of our shareholders and their names will therefore not be entered in our shareregister. The depositary, the custodian or their nominees will be the holder of the shares underlying our ADSs. Potential future holdersof our ADSs have a right to receive the ordinary shares underlying their ADSs. For discussion on our ADSs and ADS holder rights, see“Description of the American Depositary Shares” in this prospectus.

 

Wewill perform all procedures necessary to update the share register to reflect any ordinary shares being sold in any potential offering,including updating the share register with the number of ordinary shares to be issued to the depositary upon the closing of any suchoffering in the future. We also are required by the Guernsey Companies Law to register a transfer of shares (or give the transferee noticeof and reasons for refusal as the transferee may reasonably request) as soon as practicable and in any event within two months of receivingnotice of the transfer.

 

We,any of our shareholders, or any other affected person may apply to the court for rectification of the share register if:

 

  the name of any person, without sufficient cause, is entered in or omitted from our register of members; or
     
  default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member or on which we have a lien, provided that such delay does not prevent dealings in the shares taking place on an open and proper basis.

 

Ashareholder may transfer all or any of his shares (i) in the case of certificated shares by transfer in writing in any usual or commonform or in any other form acceptable to the Directors; and (ii) in the case of uncertificated shares, in the manner provided for in therules and procedures of the operator of the relevant system and in accordance with and subject to the CREST Regulations.

 

Theinstrument of transfer of a certified share shall be signed by or on behalf of the transferor and, if the share is not fully paid, byor on behalf of the transferee.

 

TheBoard may, in its absolute discretion and without assigning any reason, decline to register any transfer of certificated share or uncertifiedshares unless it is:

 

  (a) in respect of a share which is fully paid up;
     
  (b) in respect of a share in which the Company has no lien;
     
  (c) in respect of only one class of share;
     
  (d) in favor of a single transferee or not more than four joint transferees; and
     
  (e) in relation to a certificated share, delivered for registration to the registered office of the Company (or such other place as the Board may from time to time determine) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to prove the right of the transferor to make the transfer.

 

TheBoard shall not refuse to register any transfer or renunciation of partly paid shares which are listed on the Main Market of the LondonStock Exchange on the grounds that they are partly paid shares in circumstances where that refusal would prevent dealings in any suchshares from taking place on an open and proper basis

 

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Distributionsand Dividends

 

(a)Subject to the Guernsey Companies Law, our directors may authorize dividends and distributions to be paid to shareholders. If any shareis issued on terms providing that it shall rank for dividend or distribution as from a particular date, such share shall rank for dividendor distribution accordingly.

 

(b)Our directors may direct that any dividend or distribution shall be satisfied wholly or partly by the distribution of assets, and inparticular of paid-up shares, debentures, or other securities of any other company.

 

(c)No dividend or distribution payable shall bear interest against us.

 

(d)A transfer of shares shall not pass the right to any dividend or distribution declared thereon before the registration of the transfer.

 

(e)Unless otherwise directed, any dividend or distribution may be paid by way of electronic transfer in such manner as agreed between theshareholder and us or by cheque or warrant sent through the post to the registered address of such shareholder entitled thereto, or inthe case of joint holders to that one whose name stands first on our register of members in respect of the joint holding.

 

(f)All dividends or distribution unclaimed for a period of one year from the date on which such dividend or distribution was declared maybe invested or otherwise made use of by our directors for our benefit until claimed.

 

(g)All dividends or distribution unclaimed for a period of six years from the date on which such dividend or distribution was declared shall,if our directors so resolve, be forfeited and shall revert to us.

 

(h)Subject to the Guernsey Companies Law or in the terms of issue of any share in our capital, for the purposes of making any distributionor paying any dividend, our directors may determine that those persons who are entered on the register of members at the close of businesson a day determined by our directors shall be the persons who are entitled to receive such dividends or distributions.

 

Limitationon Owning Securities

 

OurArticles do not restrict in any way the ownership or voting of our shares by non-residents.

 

Purchaseof Own Shares

 

OurArticles, a summary of which is provided above, do not prohibit us from purchasing our own shares.

 

OurArticles do not have conditions governing changes to our capital which are more stringent that those required by law.

 

ShareholderRights

 

Certainrights granted under the Guernsey Companies Law, including the right to requisition a general meeting or require a resolution to be putto shareholders at the annual general meeting, are only available to our members. For Guernsey law purposes, our members are the personswho are registered as the owners of the legal title to the shares and whose names are recorded in our register of members. In the caseof shares held in a settlement system operated by the Depository Trust Company, or DTC, the registered member will be DTC’s nominee,Cede & Co. If a person who holds their ADSs in DTC wishes to exercise certain of the rights granted under the Guernsey CompaniesLaw, they may be required to first take steps to withdraw their ADSs from the settlement system operated by DTC and become the registeredholder of the shares in our register of members. A withdrawal of shares from DTC may have tax implications, for additional informationon the potential tax implications of withdrawing your shares from the settlement system operated by DTC, see “Material Tax Considerations—GuernseyTaxation.”

 

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ExchangeControls and Other Limitations Affecting Security Holders

 

UnderGuernsey law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictionsthat affect the remittance of dividends, interest or other payments to nonresidents holders of our ordinary shares.

 

Enforcementof Civil Liabilities

 

U.S.laws do not necessarily extend either to us or our officers or directors. We are incorporated under the laws of Guernsey. Some of ourdirectors and officers reside outside of the United States. Substantially all of the assets of both us and our directors and officersare located outside the United States. As a result, it may not be possible for investors to effect service of process on either us orour officers and directors within the United States, or to enforce against these persons or us, either inside or outside the United States,a judgment obtained in a U.S. court predicated upon the civil liability provisions of the federal securities or other laws of the UnitedStates or any State in the United States.

 

Wehave appointed OKYO Pharma US, Inc., as our agent to receive service of process with respect to any action brought against us in theUnited States under the federal securities laws of the United States or of the laws of any state of the United States.

 

Ajudgment of a U.S. court is not directly enforceable in Guernsey, but constitutes a cause of action which may be enforced by Guernseycourts provided that:

 

  the applicable U.S. courts had jurisdiction over the case, as recognized under Guernsey law;
     
  the judgment is given on the merits and is final, conclusive and non-appealable;
     
  the judgment relates to the payment of a sum of money, not being taxes, fines or similar governmental penalties;
     
  the defendant is not immune under the principles of public international law;
     
  the same matters at issue in the case were not previously the subject of a judgment or disposition in a separate court;
     
  the judgment was not obtained by fraud; and
     
  the recognition and enforcement of the judgment is not contrary to public policy in Guernsey.

 

Guernseycourts award compensation for the loss or damage actually sustained by the plaintiff. Although punitive damages are generally unknownto the Guernsey legal system, there is no prohibition on them either by statute or customary law. Whether a particular judgment may bedeemed contrary to Guernsey public policy depends on the facts of each case, though judgments found to be exorbitant, unconscionable,or excessive will generally be deemed as contrary to public policy. Moreover, certain defendants may qualify for protection under Protectionof Trading Interests Act 1980, an act of the UK extended to Guernsey by the Protection of Trading Interests Act 1980 (Guernsey) Order,1983. This Act provides that a qualifying defendant is not liable for multiple damages, in excess of that required for actual compensation.A “qualifying defendant” for these purposes is a citizen of the UK and its Colonies (as defined in the Act), a corporationor other limited liability entity organized under the laws of the UK, Guernsey or other territory for whose international relations theUK is responsible or a person conducting business in Guernsey.

 

Guernseycourts cannot enter into the merits of the foreign judgment and cannot act as a court of appeal or review over the foreign courts. Itis doubtful that an original action based on U.S. federal or state securities laws could be brought before Guernsey courts. In addition,a plaintiff who is not resident in Guernsey may be required to provide a security bond in advance to cover the potential of the expectedcosts of any case initiated in Guernsey. In addition, Clarivate has been further advised by our legal counsel in Guernsey that it isuncertain as to whether the courts of Guernsey would entertain original actions or enforce judgments from U.S. courts against us or ourofficers and directors which originated from actions alleging civil liability under U.S. federal or state securities laws.

 

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DESCRIPTIONOF THE AMERICAN DEPOSITARY SHARES

 

JPMorganChase Bank, N.A., or JPMorgan, as depositary, will issue the ADSs. Each ADS will represent an ownership interest a designated numberof ordinary shares which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves,the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property depositedwith the depositary but which they have not distributed directly to you. Unless certificated ADRs are specifically requested by you,all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflectyour ownership interest in such ADSs. In our description, references to American depositary receipts, or ADRs, shall include the statementsyou will receive which reflect your ownership of ADSs.

 

Thedepositary’s office is located at 383 Madison Avenue, Floor 11, New York, NY 10179.

 

Youmay hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by havingan ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly.If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financialinstitution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institutionto find out what those procedures are.

 

Asan ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. The laws of Guernsey governsshareholder rights. Because the depositary or its nominee will be the shareholder of record for the ordinary shares represented by alloutstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from theterms of the deposit agreement to be entered into among us, the depositary and all registered holders from time to time of ADRs issuedunder the deposit agreement. The obligations of our company, the depositary and its agents are also set out in the deposit agreement.Because the depositary or its nominee will actually be the registered owner of the ordinary shares, you must rely on it to exercise therights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New York law. Under the deposit agreement,as an ADR holder, you agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or basedupon the deposit agreement, the ADSs or the transactions contemplated thereby, may only be instituted in a state or federal court inNew York, New York, and you irrevocably waive any objection which you may have to the laying of venue of any such proceeding and irrevocablysubmit to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

 

Thefollowing is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary,it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entiredeposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filedas an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreementat the SEC’s Public Reference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on theoperation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attacheddeposit agreement on the SEC’s website at www.sec.gov.

 

ShareDividends and Other Distributions

 

Howwill I receive dividends and other distributions on the ordinary shares underlying my ADSs?

 

Wemay make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, itwill pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities,after converting any cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in allcases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliateof JPMorgan to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such division,branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary.You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

 

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Exceptas stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

 

  Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositary’s and/or its agents’ expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution.
     
  Ordinary Shares. In the case of a distribution in ordinary shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such ordinary shares. Only whole ADSs will be issued. Any ordinary shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.
     
  Rights to receive additional ordinary shares. In the case of a distribution of rights to subscribe for additional ordinary shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing rights to acquire additional ADRs. However, if we do not timely furnish such evidence, the depositary may:

 

(i)sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or

 

(ii)if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their shortduration or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse.

 

  Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.
     
  Elective Distributions. In the case of a dividend payable at the election of our shareholders in cash or in additional ordinary shares, we will notify the depositary at least 30 days prior to the proposed distribution stating whether or not we wish such elective distribution to be made available to ADR holders. The depositary shall make such elective distribution available to ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders, (ii) the depositary shall have determined that such distribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentation within the terms of the deposit agreement including any legal opinions of counsel that the depositary in its reasonable discretion may request. If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders, on the basis of the same determination as is made in the local market in respect of the ordinary shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional ordinary shares. If the above conditions are satisfied, the depositary shall establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional ADSs. There can be no assurance that ADR holders generally, or any ADR holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares.

 

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Ifthe depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registeredADR holder, the depoasitary may choose any method of distribution that it deems practicable for such ADR holder, including the distributionof foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf ofthe ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

 

AnyU.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will bewithheld without liability and dealt with by the depositary in accordance with its then current practices.

 

Thedepositary is not responsible if it fails to determine that any distribution or action is lawful or reasonably practicable.

 

Therecan be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights,shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period. Allpurchases and sales of securities will be handled by the Depositary in accordance with its then current policies, which are currentlyset forth in the “Depositary Receipt Sale and Purchase of Security” section of www.adr.com/Investors/FindOutAboutDRs, thelocation and contents of which the Depositary shall be solely responsible for.

 

Deposit,withdrawal and Cancellation

 

Howdoes the depositary issue ADSs?

 

Thedepositary will issue ADSs if you or your broker deposit ordinary shares or evidence of rights to receive ordinary shares with the custodianand pay the fees and expenses owing to the depositary in connection with such issuance. In the case of the ADSs to be issued under thisprospectus, we will arrange with the Selling Shareholders named herein to deposit such ordinary shares.

 

Ordinaryshares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of suchdeposit, be registered in the name of the depositary, the custodian or a nominee of either.

 

Thecustodian will hold all deposited ordinary shares (including those being deposited by or on our behalf in connection with this offeringto which this prospectus relates) for the account and to the order of the depositary for the benefit of registered holders of ADRs, tothe extent not prohibited by law. ADR holders thus have no direct ownership interest in the ordinary shares and only have such rightsas are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or insubstitution for the deposited ordinary shares. The deposited ordinary shares and any such additional items are referred to as “depositedsecurities.”

 

Uponeach deposit of ordinary shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement,including the payment of the fees and charges of the depositary and any taxes or other fees or charges owing, the depositary will issuean ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled.All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary’s direct registration system,and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder’sname. An ADR holder can request that the ADSs not be held through the depositary’s direct registration system and that a certificatedADR be issued.

 

Howdo ADR holders cancel an ADS and obtain deposited securities?

 

Whenyou turn in your ADR certificate at the depositary’s office, or when you provide proper instructions and documentation in the caseof direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlyingordinary shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodian’soffice. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

 

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Thedepositary may only restrict the withdrawal of deposited securities in connection with:

 

  temporary delays caused by closing our transfer books or those of the depositary or the deposit of ordinary shares in connection with voting at a shareholders meeting, or the payment of dividends;
     
  the payment of fees, taxes and similar charges; or
     
  compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

 

Thisright of withdrawal may not be limited by any other provision of the deposit agreement.

 

RecordDates

 

Thedepositary may, after consultation with us if practicable, fix record dates (which, to the extent applicable, shall be as near as practicableto any corresponding record dates set by us) for the determination of the registered ADR holders who will be entitled (or obligated,as the case may be):

 

  to receive any distribution on or in respect of deposited securities;
     
  to give instructions for the exercise of voting rights;
     
  to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR;
     
  to receive any notice or to act in respect of other matters; or
     
  all subject to the provisions of the deposit agreement.

 

VotingRights

 

Howdo I vote?

 

Ifyou are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercisethe voting rights for the ordinary shares which underlie your ADSs. Subject to the next sentence, as soon as practicable after receiptfrom us of notice of any meeting at which the holders of ordinary shares are entitled to vote, or of our solicitation of consents orproxies from holders of ordinary shares, the depositary shall fix the ADS record date in accordance with the provisions of the depositagreement in respect of such meeting or solicitation of consent or proxy. The depositary shall, if we request in writing in a timelymanner (the depositary having no obligation to take any further action if our request shall not have been received by the depositaryat least 30 days prior to the date of such vote or meeting) and at our expense and provided no legal prohibitions exist, distribute tothe registered ADR holders a notice stating such information as is contained in the voting materials received by the depositary, statingthat that each registered holder of ADRs on the ADS record date will, subject to any applicable provisions of the laws of Guernsey, beentitled to instruct the depositary as to the exercise of any voting rights pertaining to ordinary shares underlying such holder’sADSs, and describing how you may instruct the depositary to exercise the voting rights for the ordinary shares which underlie your ADSs,including instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, the depositary mustreceive them in the manner and on or before the date specified. The depositary will try, as far as is practical, subject to the provisionsof or governing the underlying ordinary shares or other deposited securities, to vote or cause to be voted the ordinary shares or otherdeposited securities as you instruct. The depositary will only vote or attempt to vote as you instruct. Holders are strongly encouragedto forward their voting instructions to the depositary as soon as possible. Voting instructions will not be deemed to be received untilsuch time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructionsmay have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting discretion.Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the mannerin which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the deposit agreement or any ADR, thedepositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs arelisted, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consentsor proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such holders with,or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request (i.e.,by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

 

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Thereis no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or personswho hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

 

Reportsand Other Communications

 

WillADR holders be able to view our reports?

 

Thedepositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement,the provisions of or governing deposited securities, and any written communications from us which are both received by the custodianor its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.

 

Additionally,if we make any written communications generally available to holders of our ordinary shares, and we furnish copies thereof (or Englishtranslations or summaries) to the depositary, it will distribute the same to registered ADR holders.

 

Feesand Expenses

 

Whatfees and expenses will I be responsible for paying?

 

Thedepositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of ordinary shares,issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declaredby us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities,and each person surrendering ADSs for withdrawal of deposited securities or whose ADSs are cancelled or reduced for any other reason,$5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositarymay sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or otherdistribution prior to such deposit to pay such charge.

 

Thefollowing additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing ordinary shares or by any partysurrendering ADSs and/or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock splitdeclared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:

 

  a fee of U.S.$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;
     
  a fee of up to U.S.$0.05 per ADS for any cash distribution made pursuant to the deposit agreement;
     
  an aggregate fee of up to U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);
     
  a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the ordinary shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);

 

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  a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were ordinary shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;
     
  stock transfer or other taxes and other governmental charges;
     
  SWIFT, cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of ordinary shares, ADRs or deposited securities;
     
  transfer or registration fees for the registration or transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;
     
  in connection with the conversion of foreign currency into U.S. dollars, JPMorgan shall deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion; and
     
  fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement.

 

Tofacilitate the administration of various depositary receipt transactions, including disbursement of dividends or other cash distributionsand other corporate actions, the depositary may engage the foreign exchange desk within JPMorgan Chase Bank, N.A., or the Bank, and/orits affiliates in order to enter into spot foreign exchange transactions to convert foreign currency into U.S. dollars. For certain currencies,foreign exchange transactions are entered into with the Bank or an affiliate, as the case may be, acting in a principal capacity. Forother currencies, foreign exchange transactions are routed directly to and managed by an unaffiliated local custodian (or other thirdparty local liquidity provider), and neither the Bank nor any of its affiliates is a party to such foreign exchange transactions. Forfurther details see www.adr.com.

 

Wewill pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreementsfrom time to time between us and the depositary. The charges described above may be amended from time to time by agreement between usand the depositary. The right of the depositary to receive payment of fees, charges and expenses as provided above shall survive thetermination of the deposit agreement.

 

Thedepositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwiseupon such terms and conditions as we and the depositary may agree from time to time. The depositary collects its fees for issuance andcancellation of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediariesacting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributedor by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary servicesby deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participantsacting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, nodistribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further servicesto holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary,all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

 

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Paymentof Taxes

 

Ifany taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodianor the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon,such tax or other governmental charge shall be paid by the holder thereof to the depositary and by holding or having held an ADR theholder and all prior holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary andits agents in respect thereof. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereoffrom any cash distributions, or (ii) sell deposited securities by public or private sale (after attempting by reasonable means to notifythe ADR holder hereof prior to such sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holderremains liable for any shortfall. If any tax or governmental charge is unpaid, the depositary may also refuse to affect any registration,registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment ismade. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount requiredto be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (bypublic or private sale) in such amounts and in such manner as the depositary deems necessary and practicable to pay such taxes and distributeany remaining net proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.

 

Byholding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respectiveofficers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authoritywith respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at sourceor other tax benefit obtained.

 

Reclassifications,Recapitalizations and Mergers

 

Ifwe take certain actions that affect the deposited securities, including (i) any change in nominal value, split-up, consolidation, cancellationor other reclassification of deposited securities or (ii) any distributions of ordinary shares or other property not made to holdersof ADRs or (iii) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all orsubstantially all of our assets, then the depositary may choose to, and shall if reasonably requested by us:

 

  (1) amend the form of ADR;
     
  (2) distribute additional or amended ADRs;
     
  (3) distribute cash, securities or other property it has received in connection with such actions;
     
  (4) sell any securities or property received and distribute the proceeds as cash; or
     
  (5) none of the above.

 

Ifthe depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute partof the deposited securities and each ADS will then represent a proportionate interest in such property.

 

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Amendmentand Termination

 

Howmay the deposit agreement be amended?

 

Wemay agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be givenat least 30 days’ notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxesand other governmental charges, transfer or registration fees, SWIFT, cable, telex or facsimile transmission costs, delivery costs orother such expenses), or otherwise prejudices any substantial existing right of ADR holders. Such notice need not describe in detailthe specific amendments effectuated thereby, however, it must identify to ADR holders a means to access the text of such amendment. Ifan ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment and to bebound by the deposit agreement as so amended. Any amendments or supplements which (i) are reasonably necessary (as agreed by us and thedepositary) in order for (a) the ADSs to be registered on Form F-6 under the Securities Act or (b) the ADSs or ordinary shares to betraded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne byADR holders, shall be deemed not to prejudice any substantial rights of ADR holders. Notwithstanding the foregoing, if any governmentalbody or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreementor the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR atany time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice isgiven or within any other period of time as required for compliance. No amendment, however, will impair your right to surrender yourADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

 

Howmay the deposit agreement be terminated?

 

Thedepositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such terminationto the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, ifthe depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shallnot be provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within 60 daysof the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositaryshall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreementon the 120th day after our notice of removal was first provided to the depositary. After termination, the depositary’sonly responsibility will be (i) to deliver deposited securities to ADR holders who surrender their ADRs, and (ii) to hold or sell distributionsreceived on deposited securities. As soon as practicable after the expiration of six months from the termination date, the depositarywill sell the deposited securities which remain and hold the net proceeds of such sales (as long as it may lawfully do so), without liabilityfor interest, in trust for the ADR holders who have not yet surrendered their ADRs. After making such sale, the depositary shall haveno obligations except to account for such proceeds and other cash.

 

Limitationson Obligations and Liability to ADR holders

 

Limitson our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

 

Priorto the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distributionin respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodianmay require:

 

  payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of ordinary shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;
     
  the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and
     
  compliance with such regulations as the depositary may establish consistent with the deposit agreement.

 

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Theissuance of ADRs, the acceptance of deposits of ordinary shares, the registration, registration of transfer, split-up or combinationof ADRs or the withdrawal of ordinary shares, may be suspended, generally or in particular instances, when the ADR register or any registerfor deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdrawordinary shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositaryor our transfer books or the deposit of ordinary shares in connection with voting at a shareholders meeting, or the payment of dividends,(ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRsor to the withdrawal of deposited securities.

 

Thedeposit agreement expressly limits the obligations and liability of the depositary, ourselves and each of our and the depositary’srespective agents, provided, however, that no disclaimer of liability under the Securities Act or the Exchange Act, to the extent applicable,is intended by any provision of the deposit agreement. In the deposit agreement it provides that neither we nor the depositary nor anysuch agent will be liable to registered holders or beneficial owners of ADSs if:

 

  any present or future law, rule, regulation, fiat, order or decree of the United States, Guernsey, England and Wales or any other country or jurisdiction, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, nationalization, expropriation, currency restrictions, work stoppage, strike, civil unrest, revolutions, rebellions, explosions, computer failure or circumstance beyond our, the depositary’s or our respective agents’ direct and immediate control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);
     
  it exercises or fails to exercise discretion under the deposit agreement or the ADRs including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable;
     
  it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct; or
     
  it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting ordinary shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information.

 

We,the depositary and its agents may rely and shall be protected in acting upon any written notice, request, direction, instruction or documentbelieved by them to be genuine and to have been signed, presented or given by the proper party or parties.

 

Neitherthe depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect ofany deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit orother proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, ifindemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often asmay be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by oron its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to thedeposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including withoutlimitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The depositary shallnot be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system.Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvencyof any custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained inthe deposit agreement or any ADRs, the depositary shall not be responsible for, and shall incur no liability in connection with or arisingfrom, any act or omission to act on the part of the custodian except to the extent that any registered holder of ADRs has incurred liabilitydirectly as a result of the custodian having (i) committed fraud or willful misconduct in the provision of custodial services to thedepositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordancewith the standards prevailing in the jurisdiction in which the custodian is located. The depositary shall not have any liability forthe price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shallit be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connectionwith any such sale or proposed sale.

 

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Thedepositary has no obligation to inform ADR holders or other holders of an interest in any ADSs about the requirements of the laws ofGuernsey, rules or regulations or any changes therein or thereto.

 

Neitherthe depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities,for the manner in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us orour counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shallnot incur any liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders orfor any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities,for the validity or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapseupon the terms of the deposit agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable forany acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connectionwith any matter arising wholly after the removal or resignation of the depositary. Neither the depositary nor any of its agents shallbe liable to registered holders or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages(including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity,whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

 

Inthe deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of interestsin ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit,action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the ordinary shares or otherdeposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whetherbased on contract, tort, common law or any other theory).

 

Thedepositary and its agents may own and deal in any class of securities of our company and our affiliates and in ADSs.

 

Disclosureof Interest in ADSs

 

Tothe extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or otherownership of deposited securities, other ordinary shares and other securities and may provide for blocking transfer, voting or otherrights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations andto comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSsfor cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of ordinary sharesand, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

 

Booksof Depositary

 

Thedepositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, whichregister shall include the depositary’s direct registration system. Registered holders of ADRs may inspect such records at thedepositary’s office at all reasonable times, but solely for the purpose of communicating with other holders in the interest ofthe business of our company or a matter relating to the deposit agreement. Such register may be closed at any time or from time to time,when deemed expedient by the depositary.

 

Thedepositary will maintain facilities for the delivery and receipt of ADRs.

 

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Pre-releaseof ADSs

 

Inits capacity as depositary, the depositary shall not lend ordinary shares or ADSs; provided, however, that the depositary may (i) issueADSs prior to the receipt of ordinary shares and (ii) deliver ordinary shares prior to the receipt of ADSs for withdrawal of depositedsecurities, including ADSs which were issued under (i) above but for which ordinary shares may not have been received, each such transactiona “pre-release.” The depositary may receive ADSs in lieu of ordinary shares under (i) above (which ADSs will promptly becanceled by the depositary upon receipt by the depositary) and receive ordinary shares in lieu of ADSs under (ii) above. Each such pre-releasewill be subject to a written agreement whereby the person/entity, or applicant to whom ADSs or ordinary shares are to be delivered (a)represents that at the time of the pre-release the applicant or its customer owns the ordinary shares or ADSs that are to be deliveredby the applicant under such pre-release, (b) agrees to indicate the depositary as owner of such ordinary shares or ADSs in its recordsand to hold such ordinary shares or ADSs in trust for the depositary until such ordinary shares or ADSs are delivered to the depositaryor the custodian, (c) unconditionally guarantees to deliver to the depositary or the custodian, as applicable, such ordinary shares orADSs, and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate. Each such pre-release willbe at all times fully collateralized with cash, U.S. government securities or such other collateral as the depositary deems appropriate,terminable by the depositary on not more than five (5) business days’ notice and subject to such further indemnities and creditregulations as the depositary deems appropriate. The depositary will normally limit the number of ADSs and ordinary shares involved insuch pre-release at any one time to 30% of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided,however, that the depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The depositarymay also set limits with respect to the number of ADSs and ordinary shares involved in pre-release with any one person on a case-by-casebasis as it deems appropriate. The depositary may retain for its own account any compensation received by it in conjunction with theforegoing. Collateral provided in connection with pre-release transactions, but not the earnings thereon, shall be held for the benefitof the ADR holders (other than the applicant).

 

Appointment

 

Inthe deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon acceptance of any ADSs (or anyinterest therein) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

 

  be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs; and
     
  appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

 

GoverningLaw

 

Thedeposit agreement and the ADRs shall be governed by and construed in accordance with the laws of the State of New York. In the depositagreement, we have submitted to the jurisdiction of the courts of the State of New York and appointed OKYO Pharma US, Inc. as an agentfor service of process on our behalf. Notwithstanding the foregoing, any action based on the deposit agreement or the transactions contemplatedthereby may be instituted by the depositary in any competent court in Guernsey.

 

Byholding an ADS or an interest therein, registered holders of ADRs and owners of ADSs each irrevocably agree that any legal suit, actionor proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement, the ADSs or the transactionscontemplated thereby, may only be instituted in a state or federal court in New York, New York, and each irrevocably waives any objectionwhich it may have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courtsin any such suit, action or proceeding.

 

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ORDINARYSHARES AND adss ELIGIBLEFOR FUTURE SALE

 

Priorto our initial public offering offering, no public market existed for our ADSs. Future sales of substantial amounts of ADSs in the publicmarket, the availability of ADSs for future sale or the perception that such sales may occur, however, could adversely affect the marketprice of our ADSs and/or ordinary shares and also could adversely affect our future ability to raise capital through the sale of ourADSs and/or ordinary shares or other equity-related securities at times and prices we believe appropriate.

 

Basedon the number of our ordinary shares outstanding as of November __, 2022, upon the closing of the offering, we will have __ ADSsoutstanding, representing __ ordinary shares, and __ ordinary shares outstanding (including ordinary shares in the form ofADSs).

 

Allof the ADSs sold in this offering will be freely tradable without restrictions or further registration under the Securities Act, exceptfor any shares sold to our “affiliates,” as that term is defined under Rule 144 under the Securities Act. The outstandingordinary shares held by existing shareholders are “restricted securities,” as that term is defined in Rule 144 under theSecurities Act. Restricted securities may be sold in the public market only if the offer and sale is registered under the SecuritiesAct or if the offer and sale of those securities qualifies for exemption from registration, including exemptions provided by Rules 144or 701 promulgated under the Securities Act. Restricted securities may also be sold outside of the United States to non-U.S. personsin accordance with Rule 904 of Regulation S under the Securities Act.

 

Subjectto the lock-up agreements described below and the provisions of Rule 144 or Regulation S under the Securities Act, as well as our insidertrading policy, these restricted securities will be available for sale in the public market at various times beginning at least 135 daysafter the date of this prospectus.

 

Rule144

 

Ingeneral, under Rule 144 as currently in effect, once we have been subject to public company reporting requirements for at least 90 days,a person who is not deemed to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days precedinga sale and who has beneficially owned the shares proposed to be sold for at least six months, including the holding period of any priorowner other than our affiliates, is entitled to sell such shares without complying with the manner of sale, volume limitation, or noticeprovisions of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficiallyowned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates,then such person is entitled to sell such shares without complying with any of the requirements of Rule 144.

 

Ingeneral, under Rule 144, as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled tosell upon expiration of the lock-up agreements described below, within any three-month period beginning 90 days after the date of thisprospectus, a number of shares that does not exceed the greater of:

 

  1% of the number of ADSs then outstanding, which will equal approximately shares immediately after this offering; or
     
  the average weekly trading volume of our ADSs during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

 

Salesunder Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisionsand notice requirements and to the availability of current public information about us.

 

Rule701

 

Rule701 generally allows a shareholder who was issued shares pursuant to a written compensatory plan or contract and who is not deemed tohave been an affiliate of our company during the immediately preceding 90 days to sell these shares in reliance upon Rule 144, but withoutbeing required to comply with the public information, holding period, volume limitation or notice provisions of Rule 144. Rule 701 alsopermits affiliates of our company to sell their Rule 701 shares under Rule 144 without complying with the holding period requirementsof Rule 144. All holders of Rule 701 shares, however, are required by that rule to wait until 90 days after the date of this prospectusbefore selling those shares pursuant to Rule 701.

 

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RegulationS

 

RegulationS provides generally that sales made in offshore transactions are not subject to the registration or prospectus-delivery requirementsof the Securities Act.

 

certainU.S. AND GUERNSEY TAX CONSIDERATIONS

 

MaterialU.S. Federal Income Tax Considerations for U.S. Holders

 

Thefollowing discussion describes the material U.S. federal income tax consequences relating to the ownership and disposition of our ADSsby U.S. Holders. This discussion applies to U.S. Holders that purchase our ADSs pursuant to this offering and hold such ADSs as capitalassets for U.S. federal income tax purposes. This discussion is based on the Internal Revenue Code, U.S. Treasury regulations promulgatedthereunder and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subjectto change, possibly with retroactive effect. This discussion does not address all of the U.S. federal income tax consequences that maybe relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special treatment underU.S. federal income tax law (such as certain financial institutions, insurance companies, dealers or traders in securities or other personsthat generally mark their securities to market for U.S. federal income tax purposes, tax-exempt entities or governmental organizations,retirement plans, regulated investment companies, real estate investment trusts, grantor trusts, brokers, dealers or traders in securities,commodities, currencies or notional principal contracts, certain former citizens or long-term residents of the United States, personswho hold our ADSs as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security”or integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons who are subject tothe tax accounting rules of Section 451(b) of the Internal Revenue Code, persons that own directly, indirectly or through attribution10% or more (by vote or value) of our equity, corporations that accumulate earnings to avoid U.S. federal income tax, partnerships andother pass-through entities, and investors in such pass-through entities). This discussion does not address any U.S. state or local ornon-U.S. tax consequences or any U.S. federal estate, gift or alternative minimum tax consequences. Except as discussed below, this discussiondoes not address U.S. federal income tax reporting obligations.

 

Asused in this discussion, the term “U.S. Holder” means a beneficial owner of our ADSs that is, for U.S. federal income taxpurposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporationfor U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the Districtof Columbia, (3) an estate the income of which is subject to U.S. federal income tax regardless of its source or (4) a trust (x) withrespect to which a court within the United States is able to exercise primary supervision over its administration and one or more UnitedStates persons have the authority to control all of its substantial decisions or (y) that has elected under applicable U.S. Treasuryregulations to be treated as a domestic trust for U.S. federal income tax purposes.

 

Ifan entity treated as a partnership for U.S. federal income tax purposes holds our ADSs, the U.S. federal income tax consequences relatingto an investment in such ADSs will generally depend upon the status and activities of such entity and the particular partner. Any suchentity and a partner in any such entity should consult its own tax advisor regarding the U.S. federal income tax consequences applicableto it (and, as applicable, its partners) of the purchase, ownership and disposition of our ADSs.

 

Wehave not sought, nor will we seek, a ruling from the IRS with respect to the matters discussed below. There can be no assurance thatthe IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the ADSs or thatany such position would not be sustained. Persons considering an investment in our ADSs should consult their own tax advisors as to theparticular tax consequences applicable to them relating to the purchase, ownership and disposition of our ADSs, including the applicabilityof U.S. federal, state and local tax laws and non-U.S. tax laws.

 

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PassiveForeign Investment Company Rules

 

Ingeneral, a corporation organized outside the United States will be treated as a PFIC for any taxable year in which either (1) at least75% of its gross income is “passive income,” referred to as the PFIC income test, or (2) on average at least 50% of its assets,determined on a quarterly basis, are assets that produce passive income or are held for the production of passive income, referred toas the PFIC asset test. Passive income for this purpose generally includes, among other things, dividends, interest, royalties, rents,and gains from the sale or exchange of property that give rise to passive income. Assets that produce or are held for the productionof passive income generally include cash, even if held as working capital or raised in a public offering, marketable securities, andother assets that may produce passive income. Generally, in determining whether a non-U.S. corporation is a PFIC, a proportionate shareof the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken intoaccount.

 

AlthoughPFIC status is determined on an annual basis and generally cannot be determined until the end of the taxable year, based on the natureof our current and expected income and the current and expected value and composition of our assets, and while not free from doubt, wedo not believe we were a PFIC for our 2020 tax year and we do not expect to be a PFIC for our current taxable year. Nevertheless, therecan be no assurance that we will not be a PFIC in future taxable years. Furthermore, even if we determine that we are not a PFIC fora taxable year, there can be no assurance that the IRS will agree with our conclusion and that the IRS would not successfully challengeour position. Because of the uncertainties involved in establishing our PFIC status, our U.S. counsel expresses no opinion regardingour PFIC status, and also expresses no opinion with respect to our predictions or past determinations regarding our PFIC status.

 

Ifwe are a PFIC in any taxable year during which a U.S. Holder owns our ADSs, the U.S. Holder would be liable for additional taxes andinterest charges under the “PFIC excess distribution regime” upon (1) a distribution paid during a taxable year that is greaterthan 125% of the average annual distributions paid in the three preceding taxable years, or, if shorter, the U.S. Holder’s holdingperiod for our ADSs, and (2) any gain recognized on a sale, exchange or other disposition, including, under certain circumstances, apledge, of our ADSs, whether or not we continue to be a PFIC. Under the PFIC excess distribution regime, the tax on such distributionor gain would be determined by allocating the distribution or gain ratably over the U.S. Holder’s holding period for our ADSs.The amount allocated to the current taxable year (i.e., the year in which the distribution occurs, or the gain is recognized)and any year prior to the first taxable year in which we are a PFIC will be taxed as ordinary income earned in the current taxable year.The amount allocated to other taxable years will be taxed at the highest marginal rates in effect for individuals or corporations, asapplicable, to ordinary income for each such taxable year, and an interest charge, generally applicable to underpayments of tax, willbe added to the tax.

 

Ifwe are a PFIC for any taxable year during which a U.S. Holder holds our ADSs and one of our non-United States subsidiaries is also aPFIC (i.e., a lower-tier PFIC), such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares ofthe lower-tier PFIC and would be taxed under the PFIC excess distribution regime on distributions by the lower-tier PFIC and on gainfrom the disposition of shares of the lower-tier PFIC even though such U.S. Holder would not receive the proceeds of those distributionsor dispositions. Any of our non-United States subsidiaries that have elected to be disregarded as entities separate from us or as partnershipsfor U.S. federal income tax purposes would not be corporations under U.S. federal income tax law and accordingly, cannot be classifiedas lower-tier PFICs. However, a non-United States subsidiary that has not made the election may be classified as a lower-tier PFIC ifwe are a PFIC during your holding period and the subsidiary meets the PFIC income test or PFIC asset test.

 

Ifwe are a PFIC, a U.S. Holder will not be subject to tax under the PFIC excess distribution regime on distributions or gain recognizedon our ADSs if a valid “mark-to-market” election is made by the U.S. Holder for our ADSs. An electing U.S. Holder generallywould take into account as ordinary income each year, the excess of the fair market value of our ADSs held at the end of such taxableyear over the adjusted tax basis of such ADSs. The U.S. Holder would also take into account, as an ordinary loss each year, the excessof the adjusted tax basis of such ADSs over their fair market value at the end of the taxable year, but only to the extent of the excessof amounts previously included in income over ordinary losses deducted as a result of the mark-to-market election. The U.S. Holder’stax basis in our ADSs would be adjusted annually to reflect any income or loss recognized as a result of the mark-to-market election.Any gain from a sale, exchange or other disposition of our ADSs in any taxable year in which we are a PFIC would be treated as ordinaryincome and any loss from such sale, exchange or other disposition would be treated first as ordinary loss (to the extent of any net mark-to-marketgains previously included in income) and thereafter as capital loss. If, after having been a PFIC for a taxable year, we cease to beclassified as a PFIC because we no longer meet the PFIC income or PFIC asset test, the U.S. Holder would not be required to take intoaccount any latent gain or loss in the manner described above and any gain or loss recognized on the sale or exchange of the ADSs wouldbe classified as a capital gain or loss.

 

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Amark-to-market election is available to a U.S. Holder only for “marketable stock.” Generally, stock will be considered marketablestock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable U.S. Treasury regulations.A class of stock is regularly traded during any calendar year during which such class of stock is traded, other than in de minimis quantities,on at least 15 days during each calendar quarter.

 

OurADSs will be marketable stock as long as they remain listed on Nasdaq and are regularly traded. A mark-to-market election will not applyto the ADSs for any taxable year during which we are not a PFIC, but will remain in effect with respect to any subsequent taxable yearin which we become a PFIC. Such election will not apply to any of our non-U.S. subsidiaries. Accordingly, a U.S. Holder may continueto be subject to tax under the PFIC excess distribution regime with respect to any lower-tier PFICs notwithstanding the U.S. Holder’smark-to-market election for our ADSs.

 

Thetax consequences that would apply if we were a PFIC would also be different from those described above if a U.S. Holder were able tomake a valid QEF election. As we do not expect to provide U.S. Holders with the information necessary for a U.S. Holder to make a QEFelection, prospective investors should assume that a QEF election will not be available.

 

TheU.S. federal income tax rules relating to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their owntax advisors with respect to the impact of our possible PFIC status on the purchase, ownership and disposition of our ADSs, the consequencesto them of an investment in a PFIC, any elections available with respect to the ADSs and the IRS information reporting obligations withrespect to the purchase, ownership and disposition of ADSs of a PFIC.

 

Distributions

 

Subjectto the discussion above under “— Passive Foreign Investment Company Rules,” a U.S. Holder that receives a distributionwith respect to our ADSs generally will be required to include the gross amount of such distribution in gross income as a dividend whenactually or constructively received by the U.S. Holder to the extent of the U.S. Holder’s pro rata share of our current and/oraccumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent a distribution received by aU.S. Holder is not a dividend because it exceeds the U.S. Holder’s pro rata share of our current and accumulated earnings and profits,it will be treated first as a tax-free return of capital and reduce (but not below zero) the adjusted tax basis of the U.S. Holder’sADSs. To the extent the distribution exceeds the adjusted tax basis of the U.S. Holder’s ADSs, the remainder will be taxed as capitalgain. Because we may not account for our earnings and profits in accordance with U.S. federal income tax principles, U.S. Holders shouldexpect all distributions to be reported to them as dividends.

 

Distributionson our ADSs that are treated as dividends generally will constitute income from sources outside the United States for foreign tax creditpurposes and generally will constitute passive category income. The amount of any dividend income paid in a currency other than the U.S.dollar will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or constructive receipt,regardless of whether the payment is in fact converted into U.S. dollars at that time. If the dividend is converted into U.S. dollarson the date of receipt, a U.S. holder should not be required to recognize foreign currency gain or loss in respect of the dividend amount.A U.S. Holder may have foreign currency gain or loss if the dividend is converted into U.S. dollars after the date of receipt.

 

Distributionspaid on our ADSs will not be eligible for the “dividends received” deduction generally allowed to corporate shareholderswith respect to dividends received from U.S. corporations under the Internal Revenue Code. Dividends paid by a “qualified foreigncorporation’’ to non-corporate U.S. Holders are eligible for taxation at a reduced capital gains rate rather than the marginaltax rates generally applicable to ordinary income provided that a holding period requirement (more than 60 days of ownership, withoutprotection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) and certain other requirementsare met. Each U.S. Holder is advised to consult their tax advisors regarding the availability of the reduced tax rate on dividends totheir particular circumstances. However, if we are a PFIC for the taxable year in which the dividend is paid or the preceding taxableyear (see discussion above under “— Passive Foreign Investment Company Rules’’), we will not be treated as aqualified foreign corporation, and therefore the reduced capital gains tax rate described above will not apply.

 

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Anon-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paidor the preceding taxable year) generally will be considered to be a qualified foreign corporation with respect to any dividend it payson ADSs that are readily tradable on an established securities market in the United States.

 

Theamount of any dividend income that is paid in Pounds Sterling will be the U.S. dollar amount calculated by reference to the exchangerate in effect on the date of receipt, regardless of whether the payment is in fact converted into U.S. dollars. If the dividend is convertedinto U.S. dollars on the date of receipt (actual or constructive), a U.S. Holder should not be required to recognize foreign currencygain or loss in respect of the dividend income. A U.S. Holder may have foreign currency gain or loss if the dividend is converted intoU.S. dollars after the date of receipt (actual or constructive).

 

Sale,Exchange or Other Taxable Disposition of Our ADSs

 

Subjectto the discussion above under “— Passive Foreign Investment Company Rules,” a U.S. Holder generally will recognizecapital gain or loss for U.S. federal income tax purposes upon the sale, exchange or other disposition of our ADSs in an amount equalto the difference, if any, between the amount realized (i.e., the amount of cash plus the fair market value of any property received)on the sale, exchange or other disposition and such U.S. Holder’s adjusted tax basis in the ADSs. Such capital gain or loss generallywill be long-term capital gain taxable at a reduced rate for non-corporate U.S. Holders or long-term capital loss if, on the date ofsale, exchange or other disposition, the ADSs were held by the U.S. Holder for more than one year. Any capital gain of a non-corporateU.S. Holder that is not long-term capital gain is taxed at ordinary income rates. The deductibility of capital losses is subject to limitations.Any gain or loss recognized from the sale or other disposition of our ADSs will generally be gain or loss from sources within the UnitedStates for U.S. foreign tax credit purposes.

 

MedicareTax

 

CertainU.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% taxon all or a portion of their net investment income, which may include their gross dividend income and net gains from the dispositionof our ADSs. If you are a U.S. Holder that is an individual, estate or trust, you are encouraged to consult your tax advisors regardingthe applicability of this Medicare tax to your income and gains in respect of your investment in our ADSs.

 

InformationReporting and Backup Withholding

 

U.S.Holders may be required to file certain U.S. information reporting returns with the IRS with respect to an investment in our ADSs, including,among others, IRS Form 8938 (Statement of Specified Foreign Financial Assets). In addition, each U.S. Holder who is a shareholder ofa PFIC must file an annual report containing certain information. U.S. Holders paying more than $100,000 for our ADSs may be requiredto file IRS Form 926 (Return by a U.S. Transferor of Property to a Foreign Corporation) reporting this payment. Substantial penaltiesand other adverse circumstances may be imposed upon a U.S. Holder that fails to comply with the required information reporting.

 

Dividendson and proceeds from the sale or other disposition of our ADSs generally have to be reported to the IRS unless the U.S. Holder establishesa basis for exemption. Backup withholding may apply to amounts subject to reporting if the holder (1) fails to provide an accurate U.S.taxpayer identification number or otherwise establish a basis for exemption, or (2) is described in certain other categories of persons.However, U.S. Holders that are corporations generally are excluded from these information reporting and backup withholding tax rules.

 

Backupwithholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund ora credit against a U.S. Holder’s U.S. federal income tax liability if the required information is furnished by the U.S. Holderon a timely basis to the IRS.

 

U.S.Holders should consult their own tax advisors regarding the backup withholding tax and information reporting rules.

 

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EACHPROSPECTIVE INVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN OUR ADSs IN LIGHT OFTHE INVESTOR’S OWN CIRCUMSTANCES.

 

GuernseyTax Considerations

 

Thesummary below is based on current Guernsey law and published practice in Guernsey as of the date hereof, both of which are subject tochange, possibly with retrospective effect. This summary is intended as a general guide of certain Guernsey tax matters related to theholders of ordinary shares of the Company (“Shareholders”) only and is not, is not intended to be nor should it beconstrued to be, legal or tax advice or a summary of all tax matters in Guernsey.

 

Shareholders,whether corporations or individuals, that are not residents of Guernsey for tax purposes and who do not conduct business in Guernseythrough a permanent establishment situated in Guernsey, will not be subject to Guernsey income or Guernsey withholding tax. Any distributionsmade by the Company to non-Guernsey tax resident Shareholders will not be subject to Guernsey income or Guernsey withholding tax.

 

IndividualShareholders who are residents of Guernsey for tax purposes will generally be subject to Guernsey income tax at the individual standardrate of 20% on distributions received from the Company.

 

CorporateShareholders that are residents of Guernsey for tax purposes (and which do not have exempt company status under the Income Tax (ExemptBodies) (Guernsey) Ordinance, 1989, as amended) will generally be subject to Guernsey income tax at the company standard rate, whichis currently 0%, on distributions received from the Company.

 

Guernseydoes not currently levy capital gains tax (with the exception of a dwellings profit tax) and, therefore, Shareholders will not suffercapital gains tax in Guernsey.

 

Nostamp duty is chargeable in Guernsey on the issue, acquisition, transfer, conversion or redemption or other disposition of ordinary sharesof the Company (provided that it does not hold Guernsey real property).

 

Guernseyhas implemented through domestic legislation matters related to (i) the Foreign Account Tax Compliance Act, or FATCA, contained in theUnited States Internal Revenue Code of 1986 and the Treasury Regulations promulgated thereunder and (ii) the Organization for EconomicCo-operation and Development’s regime known as the Common Reporting Standard, or CRS. Pursuant to FATCA and CRS, disclosure andreporting of information may be required, including disclosure of certain information about Shareholders, their ultimate beneficial ownersand/or controllers and their investment in the Company. You should consult your tax advisers regarding the possible implications of FATCA,CRS and other similar regimes that may be relevant to your ownership and disposition of ordinary shares of the Company.

 

UNDERWRITING

 

ThinkEquityis acting as the representative of the underwriters of this offering, or the “Representative.” We have entered into an underwritingagreement dated________, 2022 with the Representative. Subject to the terms and conditions of the underwriting agreement, we have agreedto sell to each underwriter named below and each underwriter named below has severally and not jointly agreed to purchase from us, atthe public offering price per ADS less the underwriting discounts set forth on the cover page of this prospectus, the number of ADSslisted next to its name in the following table:

 

Underwriters  Number of ADSs 
ThinkEquity                 
Total     

 

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Theunderwriters are committed to purchase all ADSs offered by us other than those covered by the over-allotment option described below,if any are purchased. The obligations of the underwriters may be terminated upon the occurrence of certain events specified in the underwritingagreement. Furthermore, pursuant to the underwriting agreement, the underwriters’ obligations are subject to customary conditions,representations and warranties contained in the underwriting agreement, such as receipt by the underwriters of officers’ certificatesand legal opinions.

 

Theunderwriters are offering the ADSs subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legalmatters by their counsel, and other conditions. The underwriters reserve the right to withdraw, cancel or modify offers to the publicand to reject orders in whole or in part.

 

Theunderwriters propose to offer the ADSs offered by us to the public at the public offering price set forth on the cover of the prospectus.After the ADSs are released for sale to the public, the underwriters may change the offering price and other selling terms at varioustimes.

 

Over-AllotmentOption

 

Wehave granted to the underwriters an option, exercisable for 45 days from the closing date of this offering, to purchase up to            additional ADSs (15% of the ADSs sold in this offering) from usto cover over-allotments, if any, at a price per ADS equal to the public offering price, less the underwriting discounts andcommissions. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection withthis offering. To the extent the option is exercised, each underwriter must purchase a number of additional ADSs approximatelyproportionate to that underwriter’s initial purchase commitment set forth in the table above. Any ADSs issued or sold underthe option will be issued and sold on the same terms and conditions as the other ADSs that are the subject of this offering. If thisoption is exercised in full, the total offering price to the public will be $ and the total net proceeds, before expenses, to uswill be $         .

 

Discountsand Commissions

 

TheRepresentative has advised us that the underwriters propose to offer the ADSs to the public at the public offering price per ADS setforth on the cover page of this prospectus. The underwriters may offer ADSs to securities dealers at that price less a concession ofnot more than $        per ADS, of which up to$          per ADS may be re-allowed to other dealers.

 

Thefollowing table summarizes the public offering price, underwriting discounts and commissions and proceeds before expenses to us assumingboth no exercise and full exercise by the underwriters of their over-allotment option:

 

    Per ADS     Total Without Over-allotment Option     Total With Over-allotment Option  
Public offering price   $                $                      $                    
Underwriting discounts and commissions (7.0%)   $       $       $    
Proceeds, before expenses, to us   $       $       $    

 

Wehave agreed to reimburse the Representative for the fees and expenses of its legal counsel in connection with the offering in an amountnot to exceed $75,000, the fees and expenses related to the use of book building, prospectus tracking and compliance software for theoffering in the amount of $29,500, out-of-pocket fees and expenses of the Representative for marketing and roadshows for the offeringnot to exceed $10,000, data services and communications expenses in the amount of $10,000, up to $3,000 of the costs associated withpreparing bound volumes of the public offering materials and any commemorative mementos or lucite tombstones for the offering, and upto $30,000 in market making and trading, and clearing firm settlement expenses.

 

Weestimate the expenses of this offering payable by us, not including underwriting discounts and commissions, will be approximately $           .

 

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DiscretionaryAccounts

 

Theunderwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

 

Lock-UpAgreements

 

Pursuantto certain “lock-up” agreements, we and our executive officers, directors and certain shareholders, have agreed, subjectto limited exceptions, without the prior written consent of the Representative, not to directly or indirectly, offer, pledge, sell, contractto sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, our common stock or any securities convertible intoor exercisable or exchangeable for our common stock, or the Lock-Up Securities, enter into any swap or other arrangement that transfersto another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, make any demand for or exerciseany right or cause to be filed a registration statement, including any amendments thereto, with respect to the registration of any Lock-UpSecurities, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities, subject to customaryexceptions, or publicly disclose the intention to do any of the foregoing, for a period of twelve months from the date of this prospectus,with respect to our executive officers and directors, and six months from the date of this prospectus with respect to the shareholderssigning such agreements.

 

Indemnification

 

Wehave agreed to indemnify the underwriters against liabilities relating to this offering arising under the Securities Act and the ExchangeAct, liabilities arising from breaches of some or all of the representations and warranties contained in the underwriting agreement,and to contribute to payments that the underwriters may be required to make for these liabilities.

 

ElectronicOffer, Sale and Distribution of ADSs

 

Aprospectus in electronic format may be made available on the websites maintained by one or more underwriters or selling group members,if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuseselectronically. The representative may agree to allocate a number of ADSs to underwriters and selling group members for sale to theironline brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will makeinternet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information on theunderwriters’ websites is not part of, nor incorporated by reference into, this prospectus or the registration statement of whichthis prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should notbe relied upon by investors.

 

Rightof First Refusal

 

Fora period of twelve months after the closing of this offering, the representative of the underwriters will have, subject to certainexceptions, an irrevocable right of first refusal to act as sole and exclusive book-runner, sole and exclusive underwriter and/or soleand exclusive or lead placement agent, at the representative’s sole discretion, for each and every future public and private equityand debt offering, including all equity linked financings, during such twelve month period, for us, or any successor to or anysubsidiary of us, on terms and conditions customary for the representative for such transaction, except for any financings done in theUnited Kingdom; provided the representative has agreed to allow such other qualified investment banks or brokerage firms suggested byus, and subject to the representative’s approval, to assist with such transaction, including being part of the selling group, asapplicable. The banking fees payable to any other bank or brokerage firm will be determined by the representative in its reasonable discretion.

 

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Stabilization

 

Inconnection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-coveringtransactions, penalty bids, and purchases to cover positions created by short sales which involves making bids for, purchasing and sellingADSs in the open market for the purpose of preventing or retarding a decline in the market price of the ADSs and, indirectly, our ordinaryshares while the offering is in progress.

 

Stabilizingtransactions permit bids to purchase ADSs so long as the stabilizing bids do not exceed a specified maximum and are engaged in for thepurpose of preventing or retarding a decline in the market price of the ADSs and, indirectly, our ordinary shares while the offeringis in progress.

 

Over-allotmenttransactions involve sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase. Thiscreates a syndicate short position which may be either a covered short position or a naked short position. In a covered short position,the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs that they may purchase in the over-allotmentoption. In a naked short position, the number of ADSs involved is greater than the number of ADSs that they purchase in the over-allotmentoption. The underwriters may close out any short position by exercising their over-allotment option and/or purchasing ADSs in the openmarket. The underwriters will not purchase ordinary shares in the open market to close out any such short position.

 

Syndicatecovering transactions involve purchases of ADSs in the open market after the distribution has been completed in order to cover syndicateshort positions. In determining the source of ADSs to close out the short position, the underwriters will consider, among other things,the price of ADSs available for purchase in the open market as compared with the price at which they may purchase ADSs through exerciseof the over-allotment option. If the underwriters sell more ADSs than could be covered by exercise of the over-allotment option and,therefore, have a naked short position, the position can be closed out only by buying ADSs in the open market. A naked short positionis more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of theADSs in the open market that could adversely affect investors who purchase in the offering.

 

Penaltybids permit the representative to reclaim a selling concession from a syndicate member when the ADSs originally sold by that syndicatemember are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

 

Thesestabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market priceof our ADSs and, indirectly, our ordinary shares or preventing or retarding a decline in the market price of our ADSs and, indirectly,our ordinary shares. As a result, the prices of our ADSs and ordinary shares in the open market may be higher than they would otherwisebe in the absence of these transactions. Neither we nor the underwriters make any representation or prediction as to the effect thatthe transactions described above may have on the price of our ADSs or ordinary shares. These transactions may be affected in the over-the-countermarket or otherwise and, if commenced, may be discontinued at any time.

 

PassiveMarket Making

 

Inconnection with this offering, underwriters and selling group members may engage in passive market making transactions in our ADSs onthe Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Exchange Act, during a period before the commencementof offers or sales of the securities and extending through the completion of the distribution. This means that if the representativesof the underwriters’ purchase ADSs in the open market in stabilizing transactions or to cover short sales, the representativescan require the underwriters that sold those ADSs as part of the offering to repay the underwriting discount received by them. A passivemarket maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independentbids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limits are exceeded.Furthermore, stabilization transactions will also need to comply with UK and EU laws, in particular the Market Abuse Regulation (Regulation(EU) 596/2014), which is part of UK domestic law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310).

 

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OtherRelationships

 

Theunderwriters and their affiliates may in the future provide various advisory, investment and commercial banking and other services forus in the ordinary course of business, for which they may receive customary fees and commissions. However, we have not yet had, and haveno present arrangements with any of the underwriters for any further services.

 

Pricingof the Offering

 

Thepublic offering price of the ADSs we are offering was negotiated between us and the underwriters based on the trading of our ordinaryshares prior to the offering, among other things. Other factors considered in determining the public offering price of the ADSs includeour history and prospects, the stage of development of our business, our business plans for the future and the extent to which they havebeen implemented, an assessment of our management, general conditions of the securities markets at the time of the offering and suchother factors as were deemed relevant.

 

SellingRestrictions

 

Otherthan in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offeredby this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not beoffered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection withthe offer and sale of any such securities be distributed or published, in any jurisdiction, except under circumstances that will resultin compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes areadvised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus inany jurisdiction in which such an offer or a solicitation is unlawful.

 

Neitherwe nor our underwriters can assure investors that the ADSs will trade in the public market at or above the public offering price afterthis offering.

 

Ifyou purchase ADSs or ordinary shares offered in this prospectus, you may be required to pay stamp taxes and other charges under the lawsand practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

 

Otherthan in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offeredby this prospectus in any jurisdiction where action for that purpose is required.

 

Thesecurities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offeringmaterial or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction,except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons intowhose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offeringand the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy anysecurities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

 

Noticeto prospective investors in Australia

 

Thisprospectus:

 

  does not constitute a disclosure document or a prospectus under Chapter 6D.2 of the Corporations Act 2001 (the “Corporations Act”);
     
  has not been, and will not be, lodged with the Australian Securities and Investments Commission (“ASIC”), as a disclosure document for the purposes of the Corporations Act and does not purport to include the information required of a disclosure document for the purposes of the Corporations Act; and
     
  may only be provided in Australia to select investors who are able to demonstrate that they fall within one or more of the categories of investors, available under section 708 of the Corporations Act (“Exempt Investors”).

 

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Theordinary shares may not be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe foror buy the ordinary shares may be issued, and no draft or definitive offering memorandum, advertisement or other offering material relatingto any ordinary shares may be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of theCorporations Act or is otherwise in compliance with all applicable Australian laws and regulations. By submitting an application forthe ordinary shares, you represent and warrant to us that you are an Exempt Investor.

 

Asany offer of ordinary shares under this document will be made without disclosure in Australia under Chapter 6D.2 of the CorporationsAct, the offer of those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosureto investors under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the ordinary shares,you undertake to us that you will not, for a period of 12 months from the date of issue of the ordinary shares, offer, transfer, assignor otherwise alienate those ordinary shares to investors in Australia except in circumstances where disclosure to investors is not requiredunder Chapter 6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.

 

Noticeto prospective investors in Canada

 

Theordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, asdefined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permittedclients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resaleof the ordinary shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirementsof applicable securities laws.

 

Securitieslegislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised bythe purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchasershould refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particularsof these rights or consult with a legal advisor.

 

Pursuantto section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with thedisclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

 

Noticeto prospective investors in the EEA

 

Inrelation to each member state of the EEA (each, a “Relevant State”), no securities have been offered or will be offeredpursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the securitieswhich has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State andnotified to the competent authority in that Relevant State, all in accordance with the EU Prospectus Regulation, except that offers ofsecurities may be made to the public in that Relevant State at any time under the following exemptions under the EU Prospectus Regulation:

 

  (a) to any legal entity which is a qualified investor as defined under Article 2(e) of the EU Prospectus Regulation;
     
  (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the EU Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
     
  (c) in any other circumstances falling within Article 1(4) of the EU Prospectus Regulation,

 

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providedthat no such offer of securities shall require us or any representative to publish a prospectus pursuant to Article 3 of the EU ProspectusRegulation or supplement a prospectus pursuant to Article 23 of the EU Prospectus Regulation.

 

Forthe purposes of this provision, the expression an “offer to the public” in relation to securities in any Relevant State meansthe communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered soas to enable an investor to decide to purchase or subscribe for any securities, and the expression “EU Prospectus Regulation”means Regulation (EU) 2017/1129, as amended.

 

Noticeto prospective investors in the UK

 

Nosecurities have been offered or will be offered pursuant to the offering to the public in the UK prior to the publication of a prospectusin relation to the securities which has been approved by the FCA, all in accordance with the UK Prospectus Regulation, except that offersof securities may be made to the public in the UK at any time under the following exemptions under the UK Prospectus Regulation:

 

  (a) to any legal entity which is a qualified investor as defined under Article 2(e) of the UK Prospectus Regulation;
     
  (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or
     
  (c) in any other circumstances falling within Section 86 of the FSMA,

 

providedthat no such offer of securities shall require us or any representative to publish a prospectus pursuant to Section 85 of the FSMA orsupplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an“offer to the public” in relation to the securities in the UK means the communication in any form and by any means of sufficientinformation on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribefor any securities, the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of UK domesticlaw by virtue of the European Union (Withdrawal) Act 2018, as amended, and the expression “FSMA” means the UK Financial Servicesand Markets Act 2000, as amended.

 

Inaddition, in the UK, this document is being distributed only to, and is directed only at, and any offer subsequently made may only bedirected at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experiencein matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)Order 2005, as amended, or 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”) orotherwise in circumstances which have not resulted and will not result in an offer to the public of securities in the UK within the meaningof FSMA.

 

Anyperson in the UK that is not a relevant person should not act or rely on the information included in this document or use it as a basisfor taking any action. In the UK, any investment or investment activity that this document relates to may be made or taken exclusivelyby relevant persons.

 

Noticeto prospective investors in Japan

 

Theordinary shares have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and ExchangeAct. Accordingly, none of the ordinary shares nor any interest therein may be offered or sold, directly or indirectly, in Japan or to,or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including anycorporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japanor to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwisein compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelinesof Japan in effect at the relevant time.

 

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Expensesof This Offering

 

Weestimate that our expenses in connection with this offering will be as follows:

 

    Amount  
SEC registration fee   $ 1,268  
FINRA Filing Fee     2,225  
Printing and engraving expenses     10,000  
Legal fees and expenses     153,000  
Transfer agent and registrar fees and expenses     5,000  
Accounting fees and expenses     46,800  
Miscellaneous costs     6,707  
Total   $ 225,000  

 

Allamounts in the table are estimates except the SEC registration fee, the listing fee, and the FINRA filing fee. We will pay all of theexpenses of this offering.

 

LEGALMATTERS

 

Certainlegal matters with respect to English law and Guernsey law in connection with the validity of our ordinary shares registered hereby willbe passed upon for us by Orrick, Herrington & Sutcliffe (UK) LLP, United Kingdom and Carey Olsen (Guernsey) LLP, Bailiwick of Guernsey,respectively. Certain matters of U.S. federal law will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, New York,New York. Certain legal matters respect will be passed upon for the underwriters by Dorsey & Whitney LLP, New York, New York.

 

EXPERTS

 

Theconsolidated financial statements of OKYO Pharma Limited as of March 31, 2022, 2021, and 2020 and for each of the years then ended, includedin our Form 20-F annual report for the year ended March 31, 2022 and incorporated by reference in this prospectus have been audited byMazars LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.The registered business address of Mazars LLP is 30 Old Bailey, London EC4M 7AU, United Kingdom.

 

SERVICEOF PROCESS AND ENFORCEMENT OF LIABILITIES

 

Weare incorporated and currently existing under the laws of Guernsey. In addition, certain of our directors and officers reside outsidethe United States, and most of the assets of our non-U.S. subsidiaries are located outside the United States. As a result, it may notbe possible for investors to effect service of process within the United States upon OKYO or those persons or to enforce against OKYOor them, either inside or outside the United States, judgments obtained in U.S. courts, or to enforce in U.S. courts, judgments obtainedagainst them in courts in jurisdictions outside the U.S., in any action predicated upon civil liability provisions of the federal securitieslaws of the United States. Both in original actions and in actions for the enforcement of judgments of U.S. courts, there is doubt asto whether civil liabilities predicated solely upon the U.S. federal securities laws are enforceable in Guernsey. See “Descriptionof Share Capital and Memorandum and Articles of Incorporation—Enforcement of Civil Liabilities.”

 

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WHEREYOU CAN FIND ADDITIONAL INFORMATION

 

Wehave filed with the SEC a registration statement (including amendments and exhibits to the registration statement) on Form F-1 underthe Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information in the registrationstatement and its exhibits. For further information with respect to us and the ADSs offered by this prospectus, we refer you to the registrationstatement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents ofany contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contractor other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by the filedexhibits.

 

Youmay review a copy of the registration statement, including exhibits and any schedule filed therewith, and obtain copies of such materialsat the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation ofthe Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website (www.sec.gov) that contains reports,proxy and information statements and other information regarding issuers, like us, that file electronically with the SEC.

 

Weare currently subject to the information reportingrequirements of the Exchange Act applicable to FPIs. Accordingly, we will be required to file reports and other information with theSEC, including annual reports on Form 20-F and reports on Form 6-K. Those reports may be inspected without charge at the locations describedabove. As an FPI, we will be exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements,and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions containedin Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financialstatements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

Wealso maintain a website at www.okyopharma.com contained in, or accessible through, our website is not a part of this prospectus, andthe inclusion of our website address in this prospectus is an inactive textual reference.

 

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INDEXTO CONSOLIDATED FINANCIAL STATEMENTS

 

OKYOPHARMA LIMITED

 

Report of Independent Registered Public Accounting Firm PCAOB ID: 1401   F-2
Consolidated Balance Sheets   F-3
Consolidated Statements of Comprehensive Income   F-4
Consolidated Statements of Changes in Shareholders’ Equity   F-5
Consolidated Statement of Cash Flows   F-6
Notes to Consolidated Financial Statements   F-7

 

F-1

 

 

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

TheShareholders and Board of Directors of OKYO Pharma Limited

 

Opinionon the Consolidated Financial Statements

 

Wehave audited the accompanying consolidated balance sheets of OKYO Pharma Limited and its subsidiary (the Group) as of March 31, 2022and 2021, together with the related consolidated statements of operations and comprehensive loss, consolidated statements ofshareholders’ equity, and consolidated statements of cash flows for each of the three years in the period endedMarch 31, 2022 and the related notes (collectively referred to as the “consolidated financial statements”). In ouropinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of March31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended March31, 2022, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

GoingConcern Uncertainty

 

Theaccompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussedin Note 2 to the consolidated financial statements, the Group are pre-revenue, and its business model requires significant ongoing expenditureon research and development. The forecast prepared by management indicates that the current cash held will be exhausted by October 2022without additional financing facilities in place. The Group is in the final stages of its Investigational New Drug (IND) applicationfor OK101, due to be filed with the U.S. Food and Drug Administration (FDA) in mid-November 2022 after which there is a 30 day periodfor the FDA to raise questions or issue a clinical hold. On completion of the IND application process, management intends to raise sufficientfunds to enable the Group to complete Phase II clinical trials for OK101. As management’s forecasts indicate current cash heldis not sufficient to complete the IND application process and cover working capital requirements until further funds are raised for thePhase II clinical trials, to meet the short-term need, the Group has secured a $2 million short-term credit facility with a related party,Tiziana Life Sciences Limited, which must be repaid six months after the initial draw-down. After taking this facility into considerationthe available cash position will be extended to approximately April 2023. If further funds for the Phase II clinical trials are not raisedbefore then, to continue operating, the Group will need to raise additional funds sufficient to meet its ongoing working capital requirementsas well as to repay the $2 million short-term credit facility. These conditions raise substantial doubt about the Group’s abilityto continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcomeof this uncertainty.

 

Basisfor Opinion

 

Theseconsolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinionon these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company AccountingOversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federalsecurities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. The Group is not requiredto have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinionon the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Weconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whetherdue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principlesused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that our audits provide a reasonable basis for our opinion.

 

MazarsLLP

Wehave served as the Group’s auditor since 2019.

London,England

August15, 2022

 

F-2

 

 

OKYOPharma Limited

ConsolidatedBalance Sheets

 

   Year ended March 31, 
   2022   2021 
   $   $ 
ASSETS          
Current assets:          
Cash and cash equivalents   2,700,724    6,889,329 
Related party receivables   -    27,664 

Current taxation receivable

   781,688    26,322 
Other receivables   812,956    43,371 
Total current assets   4,295,368    6,986,686 
Property and Equipment, net   5,225    6,057 
Right of use asset   -    98,579 
Total non-current assets   5,225    104,636 
Total assets   4,300,593    7,091,322 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Liabilities:          
Current liabilities:          

Trade and other payables

   1,306,150    1,673,154 
Related party payable   47,041    - 
Lease liabilities - current   -    34,148 
Total current liabilities   1,353,191    1,707,302 
Lease liabilities - non current   -    64,612 
Total liabilities   1,353,191    1,771,914 
Shareholders’ Equity:          
Share premium   123,976,510    111,629,173 
Share options reserve   2,355,040    636,313 
Warrants reserve   53,413    861,214 
Convertible Loan Note reserve   -    8,370,836 
Foreign currency translation reserve   (11,011,527)   (10,174,375)
Retained deficit   (112,426,034)   (106,003,753)
Total shareholders’ equity   2,947,402    5,319,408 
Total liabilities and shareholders’ equity   4,300,593    7,091,322 

 

F-3

 

 

OKYOPharma Limited

ConsolidatedStatements of Operations and Comprehensive Loss

 

   Year ended March 31, 
   2022   2021   2020 
   $   $   $ 
Operating expenses:               
Research and development   (1,301,178)   (173,821)   (518,098)
Operating Expenses   (4,916,388)   (3,192,385)   (1,016,548)
Total operating expenses   (6,217,566)   (3,366,206)   (1,534,646)
                
Other income/(expense):               
Finance Income   -    (1,123)   48,125 
Finance (expense)   -    -    (1,158)
Impairment of loan   -    (11,172)   (132,668)
Loss from operations before income taxes   (6,217,566)   (3,378,501)   (1,620,347)
Income tax provision   786,521    24,994    76,288 
Loss for the year   (5,431,045)   (3,353,507)   (1,544,059)
                
Other Comprehensive loss:               

Exchange difference on translating foreign operations

   (837,152)   346,365    86,654 
Comprehensive loss   (6,268,197)   (3,007,142)   (1,457,405)
                
Basic and diluted loss per share attributable to common shareholders  $(0.01)  $(0.01)  $(0.00)

 

F-4

 

 

OKYOPharma Limited

ConsolidatedStatements of Shareholders’ Equity

 

   No. of Shares   Share Capital   Options reserve   Warrant reserve   Convertible Loan Note reserve   Retained Deficit   Translation Reserve   Total Equity 
       $   $   $   $   $   $   $ 
Balance at 31 March 2019   524,108,283    111,741,860    57,101    30,242        (100,888,643)   (10,607,394)   333,166 
Issue of share capital   112,188,766    965,171                        965,171 
Options charge            36,340                    36,340 
Warrants charge        (627,047)       609,661                (17,386)
Total transactions        338,124    36,340    609,661                984,125 
Comprehensive income                                       
Loss for the period                        (1,544,059)       (1,544,059)
Currency translation                            86,654    86,654 
Total comprehensive income                        (1,544,059)   86,654    (1,457,405)
Balance at 31 March 2020   636,297,049    112,079,984    93,441    639,903        (102,432,702)   (10,520,740)   (140,114)
Issue of share capital   36,269,253    230,019                        230,019 
Options charge           550,138                    550,138 
Options exercised   250,000    15,870    (1,515)           1,515        15,870 
Options forfeiture            (5,751)                   (5,751)
Warrants charge        (138,305)       221,311                83,006 
Convertible loan note issued       (558,395)           8,151,777            7,593,382 
Convertible loan note interest                   219,059    (219,059)        
Total transactions        (450,811)   542,872    221,311    8,370,836    (217,544)       8,466,664 
Comprehensive income                                       
Loss for the period                        (3,353,507)       (3,353,507)
Currency translation                            346,365    346,365 
Total comprehensive income                        (3,353,507)   346,365    (3,007,142)
Balance at 31 March 2021   672,816,302    111,629,173    636,313    861,214    8,370,836    (106,003,753)   (10,174,375)   5,319,408 
                                         
Options charge           1,737,876                    1,737,876 
Options forfeiture             (19,149)                       (19,149)
Warrants charge               61,721                61,721 
Warrants Exercised   386,512,756    3,470,940        (2,010,030)               1,460,910 
Convertible loan note conversion   315,086,410    8,876,397           (8,876,397)            
Convertible loan note and warrant interest               546,318    444,918    (991,236)        
Currency translation on Convertible Loan note conversion                   

654,833

            

654,833

 
Transfer between equity reserves               594,190    (594,190)            
Total transactions   701,599,166    12,347,337    1,718,727    (807,801)   (8,370,836)   (991,236)       3,896,191 
Comprehensive income                                        
Loss for the period                       (5,431,045)       (5,431,045)
Currency translation                           (837,152)   (837,152)
Total comprehensive income                       (5,431,045)   (837,152)   (6,268,197)
Balance at 31 March 2022   1,374,415,468    123,976,510    2,355,040    53,413        (112,426,034)   (11,011,527)   2,947,402 

 

F-5

 

 

OKYOPharma Limited

ConsolidatedStatements of Cash Flows

 

   Year ended March 31, 
  

2022

   2021   2020 
CASH FLOWS FROM OPERATING ACTIVITIES:               
Loss from operations before income taxes  $(6,217,566)  $(3,378,501)  $(1,620,347)
Adjustments to reconcile net loss to net cash used in operating activities:               
Share option charge   1,737,876    550,138    36,340 
Warrant charge   61,721    83,006    42,846 
Forfeiture of options   

(19,149

)   (5,751)   - 
Depreciation of fixed assets   2,331    1,510    426 
Amortization of right of use asset   -    11,601    5,553 
Gain/Loss on foreign exchange   (9,230)   4,056    13,915 
Impairment of loan to West African Minerals Ltd   -    11,171    132,668 
Gain on disposal of right of use asset   (179)   (818)   - 
Net decrease/ (increase) in related party receivables   27,376    (3,862)   (543)
Net increase/(decrease) in related party payables   48,900    (46,311)   38,049 
Net (increase) / decrease in operating assets/other receivables   (802,154)   208,931    (122,190)
Net (decrease)/increase in trade and other payables   (297,991)   886,093    271,218 
Cash inflow from taxation   -    78,540    - 
Net cash used in operating activities   (5,468,065)   (1,600,198)   (1,202,066)
                
CASH FLOWS FROM INVESTING ACTIVITIES               

Acquisition of property, plant and equipment

   (1,669)   (6,943)   - 
Loan to West African Minerals Ltd   -    (11,171)   (132,668)
Net cash used in investing activities   (1,669)   (18,114)   (132,668)
                
CASH FLOWS FROM FINANCING ACTIVITIES:               
Proceeds from issuance of ordinary shares   -    230,019    990,639 
Proceeds from issuance of convertible loan notes   -    7,593,380    - 
Processed from options exercised   -    15,870    - 
Processed from warrants exercised   2,153,270    -    - 
Loan to related party   -    -    (518,000)
Loan repayment from related party   -    -    496,810 
Repayment of leasing liabilities   -    (12,331)   (6,139)
Net cash provided by financing activities   2,153,270    7,826,938    963,310 
                
Net (decrease)/increase in cash and cash equivalents   (3,316,464)   6,208,627    (371,423)
Cash and cash equivalent, beginning of period   6,889,329    235,485    627,616 
Exchange difference   (872,141)   445,217    (20,708)
Cash and cash equivalent, end of period   2,700,724    6,889,329    235,485 

 

F-6

 

 

1.Reporting Entity

 

OKYOPharma Limited (the “Company” or “OKYO”) is a company domiciled in Guernsey and listed with a standard listingon the main market of the London Stock Exchange (LSE) and on the NASDAQ Capital Market (LSE: OKYO, NASDAQ: OKYO).

 

TheCompany is developing next-generation therapeutics to improve the lives of patients with inflammatory eye diseases and chronic pain.Our goal is to develop first in class drug candidates that prevent the disease instead of controlling it, and we achieve this throughour collaboration with pioneer scientists in the field.

 

Theultimate parent of the group is Panetta Partners, incorporated in the British Virgin Islands.

 

2.ACCOUNTING POLICIES

 

Theprincipal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policieshave been applied consistently to all the years presented unless otherwise stated.

 

Basisof preparation

 

Theconsolidated financial statements of the Group and Company have been prepared in accordance with International Financial Reporting Standards(IFRS) as issued by the International Accounting Standards Board (IASB), IFRIC interpretations and the Companies (Guernsey) Law 2008as applicable to companies reporting under IFRS.

 

Basis of measurement

 

GoingConcern

 

TheGroup has experienced net losses and significant cash outflows from cash used in operating activities over the past years, and as ofMarch 31, 2022, had an accumulated deficit of £76.8m (£64m of this accumulated loss relates to a discontinued business priorto the reorganization in 2018), a net loss for the year ended March 31, 2022, of £4.0m and net cash used in operating activitiesof £4.0m.

 

TheDirectors have prepared cash flow projections that include the costs associated with the continued clinical trials and additional investmentto fund that operation. On the basis of those projections, the directors conclude that the company will not be able to meet its liabilitiesas they fall due within the next 12 months from the date when these financial statements are issued. The cash balance as at 1 August2022 is approximately £1.5m, with current liabilities of £978k. The cash burn rate until from the beginning of August tothe end of December 2022 is projected at £2.4m, and the company projects that without additional financing facilities it will runout of cash in October 2022. Consequently, in the opinion of the directors there is a material uncertainty that may cause significantdoubt about the Group’s ability to continue as a going concern.

 

TheDirectors are however aware, through their own extensive experience in the sector, that this position is not uncommon in the contextof a pre-revenue life sciences company principally involved in cash consuming research and development activity. The Directors took strategicadvantage of the opportunity to dual list the Company on NASDAQ in May 2022 in order to be able to access potential liquidity in theUS, which is generally a more favorable environment for life sciences companies to raise money and where there are more specialist investorsfocused on early-stage opportunities. The Directors are also confident that the nature of the OK101 clinical program is such that variousinflection points arise over a relatively short period of time which should provide financing opportunities, for example the FDA approvalof the IND in December 2022 for OK101 in dry-eye and the return of headline data from the Phase II registration trial to be held betweenJuly and December 2023; these pivotal events in the primary clinical program for OK101 have the benefit of being near term events (whichis unusual in the context of the normal timeframes for Phase II clinical programs to deliver meaningful data points. The Directors havealso consulted the Company’s investment bankers with a view to planning a number of alternative financing strategies to ensurethe Company has access to sufficient capital to finance its planned research and development activity in the coming 18 months.

 

Tomeet the Company’s short-term liquidity needs, the Company has secured a $2m short-term credit facility with a related party inorder to bridge any delays in the occurrence of the anticipated clinical milestones for the OK-101 program. The loan is available fora period of 6 months upon first draw-down and carries an interest rate of 16% per annum, with additional default interest of 4% if theloan is not repaid after the 6-month period. The loan will extend the Company’s fixed cost cash burn to April 2023 without theneed to raise additional funds. The Directors believe that this facility together with additional working capital management measureswill be sufficient to complete the IND application. The Directors also considered any risks to the short-term cash position of the companysuch as delay in IND filing, and they identified that the risk would be highly unlikely and could be managed within the current cashresources and the additional financing strategies already disclosed.

 

F-7

 

 

Oncompletion of the IND application the company will be in a position to raise funds on the market, via the financing strategies beingdiscussed with the Company’s investment bankers. The necessary steps are being taken to affect such a fundraise.

 

Untiland unless the Group and Company secures sufficient investment to fund their clinical pipeline, there is a significant doubt on the Groupand Company’s ability to continue as a going concern, and therefore, that it may be unable to realize its assets and dischargeits liabilities in the normal course of business. Despite this significant doubt, the Directors conclude that it is appropriate to continueto adopt the going concern basis of accounting as the Directors are confident, based on the previous fund-raising history as well asadditional measures already put in place and being planned, that sufficient funds will be forthcoming and accordingly they have preparedthese financial statements on a going concern basis.

 

Newand Revised Standards

 

Standardsin effect in 2022

 

Thereare no new IFRS standards, amendments to standards or interpretations that are mandatory for the financial year beginning on April 1,2021, that are relevant to the Group or that have had any material impact in the year to March 31, 2022. New standards, amendments tostandards and interpretations that are not yet effective, have been deemed by the Group as currently not relevant, and not likely tohave a material impact on the Group, and hence are not listed here.

 

Basisof consolidation

 

Subsidiaryundertakings are all entities over which the Group exercises control. The Group has control when it can demonstrate all of the following:(a) power over the investee; (b) exposure, or rights, to variable returns from its involvement with the investee; and (c) the abilityto use its power over the investee to affect the amount of the investor’s return.

 

Theexistence and effect of both current voting rights and potential voting rights that are currently exercisable or convertible are consideredwhen assessing whether control of an entity is exercised. Subsidiaries are consolidated from the date at which the Group obtains controland are de-consolidated from the date at which control ceases.

 

Inter-companytransactions, balances and unrealized gains on transactions between group companies are eliminated upon consolidation. Unrealized lossesare also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adoptedby the Group.

 

Segmentreporting

 

Operatingsegments are reported in a manner consistent with the internal reporting provided to the Board. The Board allocates resources to andassess the performance of the segments. The Board considers there to be only one operating segment being the research and developmentof biotechnological and pharmaceutical products.

 

Taxation

 

Thetax credit for the year represents the total of current taxation and deferred taxation. The credit in respect of current taxation isbased on the estimated taxable loss for the year. Taxable profit or loss for the year is based on the profit or loss as shown in thestatement of comprehensive income, as adjusted for items of income or expenditure which are not deductible or chargeable for tax purposes.The current tax asset for the year is calculated using tax rates which have either been enacted or substantively enacted at the balancesheet date.

 

Deferredtax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilitiesand their carrying amounts in the consolidated financial statements. Deferred tax is determined using tax rates (and laws) that havebeen enacted or substantially enacted by the balance sheet date and expected to apply when the related deferred tax is realised, or thedeferred liability is settled. Deferred tax assets are recognized to the extent that it is probable that the future taxable profit willbe available against which the temporary differences can be utilized.

 

Researchand Development tax credits are provided for in the year that the costs are incurred. These are estimated based on eligible researchand development expenditure. Any difference rebated are recognized when the cash is received from the UK tax authorities.

 

F-8

 

 

Foreigncurrency translation

 

Itemsincluded in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environmentin which the entity operates (the functional currency), which is Pounds sterling.

 

Theconsolidated financial statements are presented in US dollars, which is the Group’s presentation currency.

 

Foreigncurrency transactions are translated into the functional currency using exchange rates prevailing at the dates of the transactions. Foreignexchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchangerates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement.

 

Thefinancial statements of overseas subsidiary undertakings are translated into US dollars on the following basis:

 

  Assets and liabilities at the rate of exchange ruling at the year-end date.
     
  Profit and loss account items at the average rate of exchange for the year.

 

Exchangedifferences arising from the translation of the net investment in foreign entities, borrowings and other currency instruments designatedas hedges of such investments, are taken to equity (and recognized in the statement of comprehensive income) on consolidation.

 

Licensefees

 

Paymentsrelated to the acquisition of rights to a product or technology are capitalized as intangible assets if it is probable that future economicbenefits from the asset will flow to the Group and the cost of the asset can be reliably measured.

 

Paymentsmade which provide the right to perform research are carefully evaluated to determine whether such payments are to fund research or acquirean asset. License fees expenses are recognized as incurred.

 

Researchand development

 

Allon-going research and development expenditure is currently expensed in the period in which it is incurred. Due to the regulatory environmentinherent in the development of the Group’s products, the criteria for development costs to be recognized as an asset, as set outin IAS 38 ‘Intangible Assets’, are not met until a product has been granted regulatory approval and it is probable that futureeconomic benefit will flow to the Group. The Group currently has no such qualifying expenditure.

 

Financialinstruments

 

TheGroup classifies a financial instrument, or its component parts, as a financial liability, a financial asset or an equity instrumentin accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset andan equity instrument.

 

TheGroup evaluates the terms of the financial instrument to determine whether it contains an asset, a liability or an equity component.Such components shall be classified separately as financial assets, financial liabilities or equity instruments.

 

Afinancial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equityinstrument of another entity.

 

(a)Financial assets, initial recognition and measurement and subsequent measurement

 

Atinitial recognition financial assets are measured at their fair value. Subsequent measurement depends on their classification. Financialassets such as receivables, cash and cash equivalents and deposits are subsequently measured at amortized cost using the effective interestmethod, less loss allowance.

 

TheGroup does not hold any financial assets at fair value through profit or loss or fair value through other comprehensive income.

 

F-9

 

 

TheGroup does not hold any financial assets at fair value through profit or loss or fair value through other comprehensiveincome.

 

(b)Financial liabilities, initial recognition and measurement and subsequent measurement

 

Atinitial recognition, financial liabilities are measured at their fair value minus, if appropriate, any transaction costs that are directlyattributable to the issue of the financial liability. All financial liabilities are subsequently measured at amortized cost using theeffective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or losson derecognition is also recognized in profit or loss.

 

TheGroup’s financial liabilities include trade and other payables.

 

Cashand cash equivalents

 

Cashand cash equivalents comprise cash on hand.

 

Impairment

 

Impairmentof financial assets measured at amortized cost

 

Ateach reporting date the Group recognizes a loss allowance for expected credit losses on financial assets measured at amortized cost.

 

Inestablishing the appropriate amount of loss allowance to be recognized, the Group applies either the general approach or the simplifiedapproach, depending on the nature of the underlying group of financial assets.

 

Generalapproach

 

Thegeneral approach is applied to the impairment assessment of refundable lease deposits and other refundable lease contributions, restrictedcash and cash and cash equivalents.

 

Underthe general approach the Group recognizes a loss allowance for a financial asset at an amount equal to the 12-month expected credit losses,unless the credit risk on the financial asset has increased significantly since initial recognition, in which case a loss allowance isrecognized at an amount equal to the lifetime expected credit losses.

 

Simplifiedapproach

 

Thesimplified approach is applied to the impairment assessment of trade receivables.

 

Underthe simplified approach the Group always recognizes a loss allowance for a financial asset at an amount equal to the lifetime expectedcredit losses.

 

Impairmentof non-financial assets

 

  i. Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
     
  ii. Non-financial assets are impaired when their carrying amount exceed its recoverable amount. The recoverable amount is measured as the higher of fair value less cost of disposal and value in use. The value in use is calculated as being net projected cash flows based on financial forecasts discounted back to present value.

 

F-10

 

 

Sharecapital

 

Ordinaryshares of the Company are classified as equity.

 

Property,plant and equipment

 

(i)Recognition and measurement

 

Itemsof property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Costs includeexpenditures that are directly attributable to the acquisition of the asset. Purchased software that is integral to the functionalityof the related equipment is capitalized as part of that equipment.

 

Whenparts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components)of property, plant and equipment.

 

Gainsand losses on disposal of an item of property, IT and equipment are determined by comparing the proceeds from disposal with the carryingamount of property, IT and equipment, and are recognized in profit or loss. When revalued assets are sold, the amounts included in therevaluation reserve are transferred to retained earnings.

 

(ii)Depreciation

 

Depreciationis calculated on the depreciable amount, which is the cost of an asset, less its residual value.

 

Depreciationis recognized in profit or loss on a straight-line basis over the estimated useful life of each part of an item of property, plant andequipment.

 

Theestimated useful lives for the current period and the comparative period are as follows:

 

Fixtures and fittings 5 years
   
IT and equipment 3 years

 

Depreciationmethods, useful lives and residual values are reviewed at each reporting date. Depreciation is allocated to the operating expenses lineof the statement of comprehensive income.

 

Leases

 

Allleases are accounted for by recognizing a right-of-use asset and a lease liability except for:

 

  Leases of low value assets; and
  Leases with a duration of 12 months or less

 

TheGroup has leases for its offices. Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Groupdoes not have any leases of low value assets. Variable lease payments which do not depend on an index or a rate (such as lease paymentsbased on a percentage of Group sales) are excluded from the initial measurement of the lease liability and asset. The Group classifiesits right-of-use assets in a consistent manner to its property, plant and equipment (see Note 10).

 

Atlease commencement date, the Group recognizes a right-of-use asset and a lease liability in its consolidated statement of financial position.The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costsincurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments madein advance of the lease commencement date (net of any incentives received).

 

TheGroup depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the usefullife of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when suchindicators exist.

 

Atthe commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discountedusing the Group’s incremental borrowing rate because as the lease contracts are negotiated with third parties it is not possibleto determine the interest rate that is implicit in the lease. The incremental borrowing rate is the estimated rate that the Group wouldhave to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rateis adjusted should the lessee entity have a different risk profile to that of the Group.

 

Leasepayments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable paymentsbased on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonablycertain to be exercised.

 

F-11

 

 

Subsequentto initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and financecosts. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

 

Shortterm leases exempt from IFRS 16 are classified as operating leases. Payments made under operating leases are recognized in profit andloss on a straight-line basis over the term of the lease.

 

FairValue Measurement

 

Managementhave assessed the categorization of the fair value measurements using the IFRS 13 fair value hierarchy. Categorization within the hierarchyhas been determined on the basis of the lowest level of input that is significant to the fair value measurement of the relevant assetas follows:

 

Level1 - valued using quoted prices in active markets for identical assets;

 

Level2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1;

 

Level3 - valued by reference to valuation techniques using inputs that are not based on observable market data.

 

Sharebased payments

 

Thecalculation of the fair value of equity-settled share based awards and the resulting charge to the statement of comprehensive incomerequires assumptions to be made regarding future events and market conditions. These assumptions include the future volatility of theCompany’s share price. These assumptions are then applied to a recognized valuation model in order to calculate the fair valueof the awards.

 

Whereemployees, Directors or advisers are rewarded using share based payments, the fair value of the employees’, Directors’ oradvisers’ services are determined by reference to the fair value of the share options/warrants awarded. Their value is appraisedat the date of grant and excludes the impact of any nonmarket vesting conditions (for example, profitability and sales growth targets).

 

Inaccordance with IFRS 2, a charge is made to the statement of comprehensive income for all share-based payments including share optionsbased upon the fair value of the instrument used and warrants issued in return for services. A corresponding credit is made to a sharebased payment reserve – options, in the case of options awarded to employees, Directors, advisers and other consultants. A correspondingcredit is made to a share based payment reserve – warrants, in the case of warrants issued in return for services.

 

F-12

 

 

Warrants

 

Warrantsare issued by the Group in return for services and as part of a financing transaction.

 

Warrantsissued in return for services.

 

Warrantsissued in return for services fall within scope of IFRS 2 and are classified as a share-based payment. The share-based payment is measuredat fair value and charged to the Statement of comprehensive income. There is no remeasurement of fair value.

 

Warrantsissued as part of a financing transaction.

 

Warrantsissued as part of a financing transaction fall outside the scope of IFRS 2. These are classified as equity instruments because a fixedamount of cash is exchanged for a fixed amount of equity. The relative fair value is recognized within equity and is not remeasured.

 

Classificationof these instruments is governed by the so-called ‘fixed’ test for non-derivatives, and the ‘fixed for fixed’test for derivatives. Under the fixed test, a non-derivative contract will qualify for equity classification only where there is no contractualobligation for the issuer to deliver a variable number of its own equity instruments. Under the fixed for fixed test, a derivative willqualify for equity classification only where it will be settled by the issuer exchanging a fixed amount of cash or another financialasset for a fixed number of its own equity instruments.

 

Warrantsissued by the Company as part of a financing transaction, are classified as equity instruments because a fixed amount of cash is exchangedfor a fixed amount of equity of the Company. No other features exist that would result in financial liability classification.

 

Convertibleloan notes

 

TheGroup issues Convertible loan notes which can be classified as equity or a liability depending on whether the fixed for fixed conditionis met or not.

 

Wherethe fixed for fixed condition is met

 

TheGroup classifies convertible loan notes that meet the fixed for fixed condition as equity instruments and records the principal of theloan note as equity in a Convertible loan note reserve as it is convertible into equity.. The accrued interest on the principalamount is also recorded in the Convertible loan note reserve. Upon redemption of the instrument and the issue of share capital, the amountis reclassified from the convertible loan note reserve to share capital and share premium.

 

3.CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

Thepreparation of financial information in accordance with generally accepted accounting practice, in the case of the Group being IFRS asissued by the IASB, requires the directors to make estimates and judgements that affect the reported amount of assets, liabilities, incomeand expenditure and the disclosures made in the financial statements. Such estimates and judgements must be continually evaluated basedon historical experience and other factors, including expectations of future events.

 

Thefollowing are considered to be the key sources of estimation uncertainty:

 

Share-basedpayments

 

TheGroup accounts for share-based payment transactions for employees in accordance with IFRS 2 Share-based Payment, which requires the measurementof the cost of employee services received in exchange for the options on our ordinary shares, based on the fair value of the award onthe grant date.

 

TheDirectors selected the Black-Scholes-Merton option pricing model as the most appropriate method for determining the estimated fair valueof our share-based awards without market conditions. For performance-based options that include vesting conditions relating to the marketperformance of our ordinary shares, a Monte Carlo pricing model was used in order to reflect the valuation impact of price hurdles thathave to be met as conditions to vesting.

 

TheGroup makes estimates as to the useful life of an option award, the expected price volatility of the underlying share, risk free interestrate for the term of the award and correlations and volatilities of the shares of peer group companies. The Group also makes estimatesas to the vesting period for awards that have performance-based criteria.

 

Theresulting cost of an equity incentive award is recognized as expense over the requisite service period of the award, which is usuallythe vesting period. Compensation expense is recognized over the vesting period using the straight-line method.

 

Theassumptions used for estimating fair value for share-based payment transactions are disclosed in note 27 to our consolidated financialstatements.

 

F-13

 

 

4.OPERATING EXPENSES

 

Operating expenses are statedafter charging:

 

  

Year Ended March 31,

 
Group 

2022

$

  

2021

$

   

2020

$

 
Director fees including bonus (excluding Chairman’s bonus)   707,385    278,224       122,101 
Chairman’s bonus   -    1,160,347       - 
Auditor’s Remuneration (refer to Note 20)*   349,665    131,511       53,402 
Legal and Professional fees   1,143,300    343,422       195,433 
(Gain)/Loss on disposal of leases   (179)   -       - 
FX Gains and losses   (13,577)   200,061       200,061 
Depreciation   2,423    1,512       212 

 

* Thishas been restated for presentational purposes only to include audit-related assurance services in addition to fees payable to the company’sauditors for the audit of the parent company (being OKYO Pharma Limited) and consolidated financial statements. Refer to note 20 wheredetails of auditor’s remuneration has been disclosed. This has no impact on the primary financial statements.

 

5.SEGMENTAL REPORTING

 

Duringthe year under review management identified the Group’s only operating segment as the research and development of biotechnologicaland pharmaceutical products. This one segment is monitored, and strategic decisions are made based upon it and other non-financial datacollated from industry intelligence. The form of financial reporting reported to the Board is consistent with those presented in theannual financial statements.

 

6.EMPLOYEES INCLUDING OFFICERS

 

   Year ended March 31,  
  

2022

$

  

2021

$

   

2020

$

 
Group                 
Staff costs comprised:                   
Directors’ salaries   707,385    1,438,571       122,101  
Wages and salaries   323,186    121,702       229,347  
Social security costs   84,449    9,543       68,740  
Recruitment Costs   14,259    12,922       -  
    1,129,279    1,582,739       420,188  
The average monthly number of employees, including directors, employed by the group during the years ending March 31, 2021, and March 31, 2020 were:                   
Research and Development   2    1       1  
Corporate and administration   5    5       3  
    7    6       4  

 

TheGroup and Company made $2,622 of payments to a defined contribution pension schemes on behalf of Directors or employees during the yearending March 31, 2022 (March 31, 2021: $2,904, March 31, 2020 $2,774)

 

F-14

 

 

7.REMUNERATION OF KEY MANAGEMENT PERSONNEL

 

Directorsof the Group and Company received the following remuneration during the years ending March 31 2022, 2021 and 2020:

 

   Year ended March 31, 
   2022   2021 
  

Directors’

fees

   Bonus   Salary   Share based payment expenses  

Directors’

fees

   Bonus   Salary   Share based payment expenses 
G. Cerrone (1)   164    -    -    -    35    1,160    -    - 
G Jacob (2)   -    75    350    1,579    -    41    85    468 
W Simon   44    -    -    1    42    -    -    2 
K. Shailubhai (6)   18    -    -    (15)   37    -    -    17 
J Brancaccio (3)   42    -    -    20    31    -    -    16 
G Macrae (4)   -    -    -    -    13    -    -    - 
B Denoyer (5)   15    -    -    4    -    -    -    - 
    283    75    350    1,589    158    1,201    85    503 

 

   Year ended March 31, 
$’000  2020 
   Directors
fees
   Bonus   Salary   Share based
payment
expenses
 
                 
W Simon   41    -    -    4 
K. Shailubhai (6)   38    -    -    31 
G Macrae (4)   8    -    -    - 
L Zambeletti (7)   36    -    -    6 
    122    -    -    41 

 

(1) Gabriele Cerrone’s bonus awarded for $1,160k was awarded on the basis of the co-invention of the use of Chemerin in the COVID-19 indication when he was not a director or employee of the Company (now the subject of a patent application); work carried out in procuring, backing and completing the refinancing the Company in 2020 and actions taken to make new executive appointments and scientific advisory appointments to the Board with the result that the Company now has a clear and accelerated path to the clinic.
   
(2) Gary Jacob became an employee and Director of the Company on 7 January 2021
   
(3) John Brancaccio was appointed as Director on 10 June 2020
   
(4) Gregor Macrae was appointed as Director on 18 December 2019 and resigned on 10 June 2020
   
(5)  Bernard Denoyer was appointed as Director on 24 November 2021
   
(6) K Shailubhai resigned as Director on 17 June 2021
   
(7) Leopoldo Zambeletti resigned as Director on 18 December 2019

 

Thefollowing share options were granted to Directors in the year:

 

   2022   2021   2020 
   Number of
options
   Number of
options
   Number of
options
 
             
J Brancaccio   325,000    450,000    - 
G Jacob   3,250,000    40,000,000    - 
B Denoyer   1,000,000    -    - 
    4,575,000    40,450,000    - 

 

Nodirector has yet benefitted from any increase in the value of share capital since issuance of the options and no director exercised shareoptions in the year.

 

F-15

 

 

TheKey Management Personnel of the Group are members of the leadership team who have the authority and responsibility for planning, directingand controlling the activities of the Group either directly or indirectly. They include all Directors of the Board (executive and non-executive).Key Management Personnel compensation is set out below.

 

   2022   2021   2020 
    $’000    $’000    $’000 
                
Short-term employee benefits   1,026    1,455    351 
Share based payments   1,815    515    41 
                
    2,841    1,970    392 

 

8.TAXATION

 

   Year ended March 31, 
  

2022

$

  

2021

$

  

2020

$

 
Group            
Current year tax (credit)   (509,282)   (24,952)   - 
Adjustments in respect of prior periods   (277,239)   (42)   (76,289)
                
Deferred tax               
Origination and reversal of timing differences   -    -    - 
                
Total tax (credit) for the period   (786,521)   (24,994)   (76,289)
                
The tax charge for the year is different from the standard rate of corporation tax in the United Kingdom of 19%. The difference can be reconciled as follows:               
                
Loss before taxation   (6,045,372)   (3,378,501)   (1,620,347)
Loss charged at standard rate of corporation tax 19%   (1,181,337)   (641,915)   (307,866)
Tax losses arising in the year not recognized   524,870    660,594    340,114 
Tax losses surrendered for Research and Development   667,335    -    - 
Expenses not deductible for taxation   370,306    -    145 
Tax increase from effect of capital allowances and depreciation   (3)   (334)   81 
Research and Development tax claim   (509,282)   (43,432)   - 
Research and Development enhanced expenditure   (377,187)   -    - 
Research and Development tax credits claimed in respect of previous periods   (277,240)   (42)   (76,289)
Consolidation adjustment in relation to foreign exchange movements   (3,983)   135    (32,504)
Loans written off   -    -    - 
Total tax (credit) for the period   (786,521)   (24,994)   (76,289)

 

Nodeferred tax asset has been recognized in respect of trading losses carried forward because of uncertainty as to when these losses willbe recoverable.

 

The Group has tax losses of $15,870,525(2021: $9,411,521, 2020: $4,421,886) to carry forward for use against future profits.

 

F-16

 

 

9.FINANCE INCOME AND COSTS

 

   Year ended March 31, 
  

2022

$

  

2021

$

  

2020

$

 
Finance Income               
Interest income   -    -    48,125 
Total finance income   -    -    48,125 
                
Finance Expenses               
Interest expense on lease liabilities   -    (1,122)   (1,158)
Total finance expenses   -    (1,123)   (1,158)

 

10.PROPERTY, PLANT AND EQUIPMENT

 

Detailsof the Group’s property, plant and equipment are as follows:

 

$  IT equipment   Total 
Cost          
At 1 April 2021   8,343    8,343 
Additions   1,669    1,669 
Disposals   -    - 
Foreign exchange   (233)   (233)
At 31 March 2022   9,779    9,779 
           
Depreciation          
At 1 April 2021   2,286    2,286 
Charge in year   2,331    2,331 
Foreign exchange   (63)   (63)
At 31 March 2022   4,554    4,554 
Net Book Value as at 31 March 2022   5,225    5,225 

 

$  IT equipment   Total 
Cost          
At 1 April 2020   1,257    1,257 
Additions   6,944    6,944 
Disposals        
Foreign exchange   142    142 
At 31 March 2021   8,343    8,343 
           
Depreciation          
At 1 April 2020   622    622 
Charge in year   1,593    1,593 
Foreign exchange   71    71 
At 31 March 2021   2,286    2,286 
           
Net Book Value as at 31 March 2021   6,057    6,057 

 

TheGroup’s property, plant and equipment is located in the following operating segments:

 

Group  Net Book Value March 31 2022 
   $ 
UK   2,937 
US   2,289 
Total   5,225 
      

 

F-17

 

 

11.OTHER RECEIVABLES

 

   Year ended March 31, 
$  2022   2021 
Group          
Other receivables   19,130    4,499 
VAT receivable   82,617    17,799 
Prepayments   711,209    21,072 
    812,956    43,370 

 

Thereare no differences between the carrying amount and fair value of any of the trade and other receivables above.

 

Prepaymentsinclude $639,635 of prepaid invoices relating to the OK-101 project.

 

12.TRADE AND OTHER PAYABLES

 

   Year ended March 31, 
$000  2022   2021 
Group          
Trade payable   741,807    210,992 
Accruals   457,773    71,093 
Bonus accrual   106,571    1,391,069 
    1,306,150    1,673,154 

 

13.CAPITAL AND RESERVES

 

CapitalManagement

 

Forthe purpose of the Company’s capital management, capital includes called up share capital, share premium, share based paymentsfor options, share based payments for warrants and all other equity reserves attributable to the equity holders of the parent as reflectedin the statement of financial position.

 

TheCompany’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern andto maximize shareholder value through the optimization of the debt and equity balance.

 

TheCompany manages its capital to maximize the return to the shareholders through the optimization of equity. The capital structureof the Company as at 31 March 2022 consists of equity attributable to equity holders of the Company, comprising issued capital,reserves and retained deficit as disclosed.

 

TheCompany manages its capital structure and makes adjustments to it, in light of economic conditions and the strategy approved byshareholders. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capitalto shareholders or issue new shares and release the Company’s share premium account. No changes were made in the objectives, policiesor processes during the year ended 31 March 2022 and 31 March 2021.

 

Sharecapital and premium

 

TheCompany is authorized to issue an unlimited number of nil par value shares of a single class. The Company may issue fractional sharesand a fractional share shall have the corresponding fractional rights, obligations and liabilities of a whole share of the same classor series of shares. Shares may be issued in one or more series of shares as the Directors may by resolution determine from time to time.

 

Eachshare in the Company confers upon the shareholder:

 

  the right to one vote at a meeting of the shareholders or on any resolution of shareholders;
     
  the right to an equal share in any dividend paid by the Company; and
     
  the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.

 

TheCompany may by resolution of the Directors redeem, purchase or otherwise acquire all or any of the shares in the Company subject to regulationsset out in the Company’s Articles of Incorporation.

 

F-18

 

 

Authorized

 

TheCompany is authorized to issue an unlimited number of nil par value shares of a single class.

 

   Shares   Share capital 
Issued ordinary shares of US$0.00 each  Number   $ 
At 31 March 2020    636,297,049    112,079,984 
Shares issued - private placement   36,269,253    230,019 
Relative Fair value charge for warrants issued in conjunction with private placement        (138,305)
CLNs issued in lieu of fundraising commission        (558,395)
Options exercised   250,000    15,870 
At 31 March 2021   672,816,302    111,629,173 
Exercise of warrants   386,512,756    3,470,940 
Conversion of CLN   315,086,410    8,876,397 
Transfer between equity reserves   -    -
At 31 March 2022   1,374,415,468    123,976,510 

 

Issuanceof ordinary shares

 

InMay 2019, 36,363,636 ordinary shares were issued at an issue price of 1.1p per ordinary share by way of a placing of ordinary sharesto raise finance.

 

InMarch 2020, 75,825,130 ordinary shares were issued at an issue price of 1.1p per ordinary share by way of a further placing of ordinaryshares to raise finance.

 

InJune 2020, 36,269,253 ordinary shares were issued at an issue price of 0.005p per ordinary share by way of a placing of ordinary sharesto raise finance.

 

InMarch 2021, 250,000 ordinary shares were issued in relation to an exercise of options at an issue price of 0. 045p per ordinary share.

 

InMay 2021, 36,363,636 ordinary shares were issued in relation to an exercise of warrants at an issue price of 0.0135p per ordinary share.

 

InMay 2021, 72,000,000 ordinary shares were issued in relation to an exercise of warrants at an issue price of 0.0055p per ordinary share.

 

F-19

 

 

InMay 2021, 76,605,760 ordinary shares were issued in relation to a conversion of loan notes at an issue price of 0.004p per ordinary share.

 

InMay 2021, 73,304,650 ordinary shares were issued in relation to a conversion of loan notes at an issue price of 0.085p per ordinary share.

 

InMay 2021, 39,605,760 ordinary shares were issued in relation to an exercise of warrants at an issue price of 0.004p per ordinary share.

 

InFebruary 2022, 165,176,000 ordinary shares were issued in relation to a conversion of loan notes at an issue price of 0.004p per ordinaryshare.

 

InFebruary 2022, 238,543,360 ordinary shares were issued in relation to a cashless exercise of warrants.

 

Shareoptions reserve

 

Theshare-based payment reserve for options represents the cost to issue share-based compensation, primarily share options, based on theirgrant date fair value.

 

Sharewarrants reserve

 

Theshare-based payment reserve for warrants represent the cost to issue warrants based on their grant date fair value.

 

ConvertibleLoan Note reserve

 

Theconvertible loan note reserve represents the proceeds received on issuance of convertible loan notes classified as equity instruments,accrued interest and any relative fair value adjustments. .

 

RetainedDeficit reserve

 

Retaineddeficit represent the cumulative profits/(losses) of the entity which have not been distributed to shareholders.

 

Translationreserve

 

Thetranslation reserve represents the unrealised gains or losses from the foreign currency translation of Companies within the Group.

 

Dividends

 

TheDirectors paid no dividend during the year to 31 March 2022 and 31 March 2021.

 

Transfer between equity reserves

 

Thecompany affected a transfer between reserves in equity in order to align the values of the equity reserves on a relative fair value basis.The total amount recorded in equity remains unaltered.

 

14.SHARE OPTIONS AND WARRANTS

 

Options

 

TheCompany operates share-based payment arrangements to remunerate Directors and key employees in the form of a share option scheme. Italso issues options in lieu of fees to key suppliers and collaborators. The exercise price of the option is normally equal to the marketprice of an ordinary share in the Company at the date of grant.

 

   2022   2021 
  

Weighted

Average

exercise price

(cents)

   Options  

Weighted

Average

exercise price

(cents)

   Options 
Outstanding at 1 April   6.90    60,750,000    5.58    19,500,000 
Granted   8.41    28,150,000    7.31    42,250,000 
Forfeited   (5.91)   (16,500,000)   (6.21)   (750,000)
Exercised   -    -    (6.21)   (250,000)
Outstanding at 31 March   7.49    72,400,000    6.90    60,750,000 
Exercisable at 31 March   7.36    14,437,500    6.21    9,250,000 

 

   2020 
   Weighted
Average
exercise price
(cents)
   Options 
Outstanding at 1 April   5.58    23,000,000 
Granted   -    - 
Forfeited   (5.58)   (3,500,000)
Exercised   -    - 
Outstanding at 31 March   5.58    19,500,000 
Exercisable at 31 March   5.58    4,875,000 

 

F-20

 

 

Duringthe year ending 31 March 2022, no options were exercised. During the year ending 31 March 2021, 250,000 options were exercised.

 

The total outstanding fair value chargeof the share option instruments is deemed to be approximately $2,072,515 (2021: $2,682,050). A share-based payment charge for the yearof $1,718,727 (2021: $545,582) has been expensed in the statement of comprehensive income. The share based payment charge in the yearto March 31, 2022 includes a forfeiture of $19,149.

 

Theweighted average contractual life of options outstanding at March 31, 2022 is 7.77 years. (2021: 8.07 years).

 

Shareoptions outstanding at the end of the year have the following expiry dates and exercise prices:

 

Grant Date  Expiry Date  Exercise Price  Share Options as at 31 March 2022
(‘000)
 
6 July 2018  6 July 2025  4.5p   2,000 
20 August 2020  19 August 2028  15.5p   750 
6 January 2021  5 January 2031  5p   40,000 
12 January 2021  11 January 2031  7.9p   1,500 
15 April 2021  15 April 2031  7.88p   5,000 
31 August 2021  31 August 2031  4.9p   14,400 
31 January 2022  30 January 2032  8.0p   8,750 
Total         72,400 

 

Fairvalue of options granted

 

TheDirectors have used the Black-Scholes option pricing model to estimate the fair value of most of the options applying the assumptionsbelow.

 

Historicalvolatility relies in part on the historical volatility of a group of peer companies that management believes is generally comparableto the Company.

 

TheCompany has not paid any dividends on share capital since its inception and does not anticipate paying dividends on its share capitalin the foreseeable future.

 

TheCompany has estimated a forfeiture rate of zero.

 

Themodel inputs for options granted during the year ended 31 March 2022 valued under the Black Scholes Valuation model are:

 

       Grant Date 
   15 April 2021   31 August 2021   31 January 2022 
             
Grant date share price   7.7p   4.9p   4.8p
Exercise share price   7.9p   4.9p   8.0p
Vesting periods   25% each year    25% each year    1.25m options vest 33% each year and 7.5m options have developmental milestone performance conditions 
                
Risk free rate   0.35%   0.30%   0.97%
Expected volatility   80.20%   77.7%   83.0%
Option life   5 years    5 years    5 years 

 

Themodel inputs for options granted during the year ended 31 March 2021 valued under the Black Scholes Valuation model included:

 

  

20 August

2020

  

6 January

2021

  

12 January

2021

 
Grant date share price   15.5p   0.8p   0.79p
Exercise share price   15.5p   0.5p   0.79p
Vesting periods   25% each year    25% each year    33% in 6 months and 67% in 1 year 
Risk free rate   0.15%   -0.01%   0.4%, 0.6%
Expected volatility   77.4%   77.5%   66.7%, 83.7%
Expected option life   5 years    5 years    6 months to 1 year 

 

F-21

 

 

Warrants

 

Aspart of the acquisition of the OK-101 project, the underlying scientific founders of the OK-101 Project (inukshuk Holdings),who will continue to be involved in the development of the Project, received 35,000,000 warrants as consideration. The warrants are exercisableat a price of 4.5 pence each and are split into four distinct tranches and each tranche becomes exercisable upon satisfaction of a specificdevelopmental milestone. The warrants are exercisable until 17 July 2023.

 

InMay 2019, warrants were granted over 36,363,636 shares at an exercise price of 1.35p per share in connection with a private placement.These warrants were exercised in May 2021.

 

InMarch 2020, warrants were granted over 40,000,000 shares at an exercise price of 0.55p per share in connection with a private placement.These warrants were exercised on a cashless basis in February 2022 (post a price reduction offer to 0.012p), resulting in the issuanceof 39,400,000 shares.

 

InMarch 2020, warrants were granted over 35,825,130 shares at an exercise price of 0.55p per share in connection with a private placement.These warrants were exercised in May 2021.

 

InApril 2020, warrants were granted over 36,174,870 shares at an exercise price of 0.55p per share in connection with a private placement.These warrants were exercised in May 2021.

 

InMay 2020, warrants were granted over 909,090 shares at an exercise price of 2.75p per share in in lieu of professional fees. The warrantsare exercisable until 21 May 2023.

 

InJuly 2020, warrants were granted over 750,000 shares at an exercise price of 14p per share in in lieu of broker fees. The warrants areexercisable until 20 July 2022.

 

InMay 2021, warrants were granted over 76,605,760 shares at an exercise price of 0.4p per share in connection with the conversion of convertibleloan notes. 39,605,760 were exercised immediately and the remaining 37,000,000 were exercised on a cashless basis in February 2022, (posta price reduction offer to 0.012p), resulting in the issuance of 36,445,000 shares.

 

InFebruary 2022, warrants were granted over 165,176,000 shares at an exercise price of 0.4p per share in connection with the conversionof convertible loan notes. 165,176,000 were exercised on a cashless basis in February 2022 (post a price reduction offer to0.012p), resulting in the issuance of 162,698,360 shares.

 

Insummary, during the year, 147,969,396 warrants were exercised for proceeds of £1,045,332, resulting in the issuance of147,969,396 shares. 242,716,000 warrants were also exercised on a cashless basis resulting in the issuanceof 238,543,360 shares.

 

   31 March 2022   31 March 2021 
   Warrants   Weighted Average exercise price (cent)   Warrants   Weighted Average exercise price (cent) 
                 
Outstanding at 1 April   185,022,726    2.1    147,188,766    2.1 
Granted   241,781,760    0. 5    37,833,960    1.2 
Exercised   (390,145,396)   (0.7)   -    - 
                     

Outstanding at 31 March

   36,659,090    6.11    185,022,726    2.1 
                     
Exercisable at 31 March   1,659,090    10.30    149,568,181    1.1 

 

TheDirectors have estimated the fair value of the warrants in services provided using the Black-Scholes valuation model based on the assumptionsbelow.

 

F-22

 

 

Themodel inputs for warrants granted during the year ended 31 March 2022 valued under the Black Scholes Valuation model included:

 

   29 May 2020 
     
Grant date share price   1.75p
Exercise share price   0.4p
      
Risk free rate   0.25%
Expected volatility   79.6%
Expected life   3 years 

 

TheDirectors have estimated the fair value of the warrants in services provided during the year ending 31 March 2021 using the Black-Scholesvaluation model based on the assumptions below.

 

   July 2020   May 2020   April 2020 
Grant date share price   8.3p   2.8p   1.8p
Exercise share price   14p   2.8p   0.5p
Vesting periods   Fully vested    50% of these warrants shall only vest if the 5-day VWAP of the Company exceeds a 100% premium to the Exercise Price, and the remainder shall only vest if the 5-day VWAP of the Company exceeds a 200% premium to the Exercise Price (conditions have been met)    Fully vested  
                
Risk free rate   0.68%   0.95%   0.22%
Expected volatility   88.1%   79.6%   82.4%
Expected life   2 years    3 years    5 years 

 

Theremaining fair value of the warrant instruments is deemed to be approximately $43,348 (2021: $108,873). For the consideration warrants,the charge has been expensed over the vesting period. For all other warrants, the charge has been expensed over the service period. Ashare-based payment charge for the year of $61,721 (2021: $81,914) has been expensed in the statement of comprehensive income.

 

15.CONVERTIBLE INSTRUMENTS CLASSIFIED AS EQUITY

 

TheCompany has raised convertible equity finance via the issuance of convertible loan notes as per the table below. All notes are not convertibleinto cash and are convertible on the fourth anniversary of the date of issue of the Notes, or at the election of the noteholder on completionof the next non-qualifying equity financing or on the making of a takeover offer for the Company (as defined in the City Code on Takeoversand Mergers), and such election may be made on an immediate basis or conditional on any such takeover offer being declared, or becoming,unconditional.

 

F-23

 

 

Date  Terms 

Amount $

 
        
29 May 2020  ● 20% coupon per annum
● Conversion price of 0.4p
● Upon conversion the shares will be issued with a warrant attached at an exercise price of 0.4p with a maximum life of 5 years from the date of the conversion of the loan note
   541,239 
         
Fees relating to equity fundraise 29 May 2020 issued as CLN  ● 20% coupon per annum
● Conversion price of 0.4p
● Upon conversion the shares will be issued with a warrant attached at an exercise price of 0.4p with a maximum life of 5 years from the date of the conversion of the loan note
   32,474 
         
27 July 2020  ● 2.15% coupon per annum
Conversion price of 8.5p
   4,506,446 
         
17 August 2020  ● 2.15% coupon per annum
● Conversion price of 8.5p
   1,882,641 
         
3 September 2020  ● 2.15% coupon per annum
● Conversion price of 8.5p
   663,055 
         
Fees relating to all other equity fundraise issued as CLN  ● 2.15% coupon per annum
● Conversion price of 8.5p
   525,922 
         
       8,151,777 

 

Allnoteholders were offered the option to convert during the year and any conversions took place on May 7, 2021 and February 21, 2022. Loannote holders were offered conversions including the full interest that would have been accrued had the note reached its full term

 

16.FINANCIAL INSTRUMENTS

 

Themain risks arising from the Group’s financial instruments are liquidity risk, interest rate risk and credit risk. The Directorsregularly review and agree policies for managing each of these risks which are summarized below.

 

Liquidityrisk

 

TheGroup’s policy is to regularly monitor current and expected liquidity requirements to ensure that it maintains sufficient reservesof cash to meet its liquidity requirements in the short and long term. The Group ordinarily finances its activities through cash generatedfrom by private and public offerings of equity and debt securities.

 

Thetable below summarizes the maturity profile of the Group’s financial liabilities based on contractual undiscountedpayments:

 

Group  2022 
$ 

Less than 3

months

  

3 to 12

months

   Total 
Trade and other payables   649,624    92,186    741,810 
Related party payables   47,041    -    47,041 
    696,665    92,186    788,851 

 

Group  2021 
$ 

Less than 3

months

  

3 to 12

months

   Total 
Trade and other payables   110,179    100,813    210,992 
Related party payables   -    -    - 
    110,179    100,813    210,992 

 

F-24

 

 

Creditrisk

 

Creditrisk is managed on a Group basis. Credit risk arises principally from cash and cash equivalents and deposits with banks and financialinstitutions.as well as outstanding receivables. The Group reviews its banking arrangements carefully to minimize such risks and currentlyhas no customers and therefore this risk is viewed as minimal. Management monitor loans between members of the Group as part of theirinternal reporting and assess outstanding receivables for ability to be repaid.

 

Interestrate risk

 

TheGroup has limited exposure to interest-rate risk arising from its bank deposits and convertible loan note instruments. These depositaccounts are held at variable interest rates based on Barclays bank & Penn base rates.

 

TheDirectors do not consider the impact of possible interest rate changes based on current market conditions to be material to the net resultfor the year or the equity position at the year-end for either the year ended 31 March 2022 or 31 March 2021.

 

17.RELATED PARTY TRANSACTIONS

 

Allrelated party transactions occurred in the normal course of operations.

 

WestAfrican Minerals Limited (“WAML”)

 

In2018, the Group disposed of its Cameroon operations by way of an in-specie distribution of all of its shares inWest African Minerals Limited (formerly Ferrum Resources Limited) to shareholders. As part of this transaction, the Group had agreedto a deed of release with WAML whereby it agreed to write off $17,056,070 of loans in exchange for shares in WAML to be distributed aspart of the in-specie distribution. A remaining amount of $3,400,000 was outstanding from WAML, however, after careful considerationof the operations of WAML and its subsidiaries, the Group decided to impair this receivable down to $nil in 2018 as it did notexpect to recover any of this outstanding debt. In addition to the $3,400,000 outstanding was a working capital loan advance of $600,000which was also impaired as the Group does not expect to recover any of this outstanding debt. During the year ended March 31, 2022, theGroup had funded $0 (2021: $11,172) towards this $600,000 loan facility and as at the year-end no further amounts were payableunder this facility. The amounts funded in the year have been immediately written off as the Group has no reasonable expectation of recoveringthe contractual cash flows of the loan in its entirety.

 

TizianaLife Sciences Ltd

 

TizianaLife Sciences Ltd is a related party as the entity is controlled by a person that has significant influence over the Group. The Companyshares premises and other resources with Tiziana Life Sciences Ltd and there is a shared services agreement in place between theCompany and Tiziana Life Sciences PLC. As at 31st March 2022, the Company had incurred $107,132 (2021: $86,567)worth of costs in relation to this agreement and at 31 March 2022 $47,041 was due to Tiziana Life Sciences Ltd. At 31 March 2021, $27,664was receivable from Tiziana Life Sciences Ltd.

 

18.BASIC AND DILUTED LOSS PER SHARE

 

Basicloss per share is calculated by dividing the loss attributable to equity holders of the Group by the weighted average number of ordinaryshares in issue during the year.

 

  

Year ended

March 31,

 
   2022   2021 
         
(Loss) attributable to equity holders of the company ($)   (6,268,197)   (3,353,507)
Weighted average number of ordinary shares in issue   979,212,888    672,767,629 
Basic and dilutive loss per share (cents per share)   (0.01)   (0.01)

 

   Year ended
March 31,
 
   2020 
     
(Loss) attributable to equity holders of the company ($)   (1,544,059)
Weighted average number of ordinary shares in issue   595,474,039 
Basic and dilutive loss per share (cents per share)   (0.00)

 

Asthe Group is reporting a loss from continuing operations for the year then, in accordance with IAS 33, the share options are not considereddilutive because the exercise of the share options would have an anti-dilutive effect. The basic and diluted earnings per share as presentedon the face of the Statement of comprehensive income are therefore identical.

 

F-25

 

 

19.Leases

 

TheGroup is a lessee and does not have any leases as a lessor.

 

Allleases are accounted for by recognizing a right-of-use asset and a lease liability except for:

 

●Leases of low value assets; and

 

●Leases with a duration of 12 months or less.

 

The Group has leases for its offices.Each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. The Group does not have leases of low valueassets. Variable lease payments which do not depend on an index or a rate (such as lease payments based on a percentage of Group sales)are excluded from the initial measurement of the lease liability and asset. The Group classifies its right-of-use assets in a consistentmanner to its property, plant and equipment.

 

Forleases over office buildings and factory premises the Group must keep those properties in a good state of repair and return the propertiesin their original condition at the end of the lease.

 

Duringthe year to March 31, 2022, the Group entered into new lease agreements on its existing office. The new leases all have a termshorter than 12 months, so the Group has applied the exemption allowed by paragraph 5a in IFRS 16 in respect of short-term leases.

 

During the year to March 31, 2021,the group terminated from its lease early resulting in the right of use asset of $27,069 and lease liability of $27,887 being writtenoff to the profit and loss. A new lease was subsequently entered into in January 2021. The initial recognition resulted in a right ofuse asset and a lease liability of $104,377 respectively.

 

Right-of-use assets  Property 
   $ 
At 1 April 2021   98,579 

Derecognition of right of use asset

   (97,553)
Impact of Foreign exchange   (1,026)
At 31 March 2022   - 

 

   $ 
At 1 April 2020   30,099 
Impact of Foreign exchange   1,030 
Depreciation of early terminated lease   (4,060)
Early Termination write off   (27,069)
      
Additions   104,377 
Depreciation of new lease   (5,799)
At 31 March 2021   98,579 

 

F-26

 

 

Lease Liabilities  31 March 2022   31 March 2021 
    $    $ 
At 1 April   98,760    31,689 
           
Interest expense        740 
Lease payments   -    (4,542)
Impact of foreign exchange   (1,207)   - 
Derecognition of lease liability   (97,553)   - 
Early Termination write off   -    (27,887)
Additions   -    104,378 
Interest expense   -    382 
Lease payments   -    (6,000)
    -    98,760 

 

Leaseliabilities are presented in the statement of financial position as follows:

 

   31 March 2022   31 March 2021 
   $   $ 
Current   -    34,148 
Non-current   -    64,612 
           
    -    98,760 

 

Operatingleases

 

AtMarch 31, 2022 and March 31, 2021, the company had annual commitments under non-cancellable operating leases:

 

Operating leases which expire:  31 March 2022   31 March 2021 
   $   $ 
Within one year   18,713               - 
           
           
    18,713    - 

 

20.Auditor’s Remuneration

 

Duringthe period, the group obtained the following services from the company’s auditors:

 

  

31 March

2022

  

31 March

2021

 
   $   $ 
Fees payable to the company’s auditors for the audit of the parent company and consolidated financial statements   200,773    58,874 
           
Fees payable to the company’s auditors for other services:          
Audit-related assurance services   148,892    72,637 
           
    349,665    131,511 

 

F-27

 

 

21.Cash and Cash Equivalents

 

Cashand cash equivalents consist of the following:

 

  

31 March

2022

  

31 March

2021

 
   $   $ 
Cash at bank and in hand:          
           
GBP   2,400,817    4,344,740 
USD   299,907    2,544,589 
           
    2,700,724    6,889,329 

 

22.Comments and Contingencies

 

TheGroup’s main financial commitments relate to the contractual payments in respect of its licensing agreements. Due to the uncertainnature of scientific research and development and the length of time required to reach commercialization of the products of this researchand development, pre-clinical, clinical and commercial milestone obligations are not detailed until there is a reasonable certainty thatthe obligation will become payable. Contractual commitments are detailed where amounts are known and certain.

 

  OK-101 – We are obligated to pay to On Target Therapeutics the following additional amounts in respect of the first licensed product or service which achieves the stated development milestones:

 

    (a) First Patient Enrolled in a Phase I Human Clinical trial $ 300,000
    (b) First Patient Enrolled in a Phase II Human Clinical trial $ 600,000
    (c) First Patient Enrolled in a Phase III Human Clinical trial $ 1,500,000

 

  BAM8 – The Group are committed to paying an annual license maintenance fee until the first commercial sale. The annual license maintenance fee is $15,000 until May 2021, and $10,000 thereafter.

 

23.Post Balance Sheet Events

 

OnMay 19, 2022 OKYO announced the closing of its underwritten public offering of 625,000 American Depository Shares (the “ADSs”)at a public offering price of $4.00 per ADS, for gross proceeds of $2.5 million, before deducting underwriting discounts and offeringexpenses. As a result, the Company is now listed on the NASDAQ stock exchange and is therefore a dual listed Company with its existinglisting on the London Stock Exchange.

 

OnMay 19, 2022, the Remuneration committee awarded the Non-Executive Chairman a bonus of $150,000. The committee noted that in order tosupport the offering the Non-Executive Chairman participated in the offering. It was noted that the offering may have failedwithout this subscription, so it was agreed to compensate Mr. Cerrone for this transaction.

 

In August 2022, the Group secured a short-termcredit facility from Tiziana Life Sciences, a related party, for $2m in order to support short term liquidity. The loan is availablefor a period of 6 months upon first draw-down and carries an interest rate of 16% per annum, with additional default interest of 4% ifthe loan is not repaid after the 6-month period.

 

F-28

 

 

4,484,305American Depositary Shares

 

Representing291,479,825 Ordinary Shares

 

 

OKYOPharma Limited

 

 

 
PRELIMINARY PROSPECTUS
 

 

 

ThinkEquity

 

,2022

 

 

 

 

 

PARTII

 

INFORMATIONNOT REQUIRED IN PROSPECTUS

 

Unlessotherwise indicated, all references to “OKYO” or the “company,” “we,” “our,” “us”or similar terms refer to OKYO Pharma Limited and its subsidiaries.

 

Item6. Indemnification of Directors and Officers.

 

Pursuantto the company’s memorandum and articles of incorporation, the directors (including any alternate director), secretary and otherofficer or employee for the time being of the company shall be indemnified out of the assets of the company to the fullest extent permittedby the Companies (Guernsey) Law, 2008 from and against all actions, costs, charges, losses, damages and expenses in respect of whichthey may lawfully be indemnified which they or any of them shall or may incur or sustain by reason of any contract entered into or anyact done, concurred in, or omitted, in or about the execution of their duty or supposed duty or in relation thereto.

 

Item7. Recent Sales of Unregistered Securities.

 

Thefollowing list sets forth information regarding all unregistered securities issued by us since January 1, 2019 through the date of theprospectus that is a part of this registration statement:

 

  (1) On May 22, 2019, we issued 36,363,636 ordinary shares to Panetta Partners Ltd. by way of a placing of ordinary shares to raise £400,000, at a price of £0.011 per ordinary share, following which we had 560,471,919 ordinary shares in issue.
     
  (2) On March 24, 2020, we issued 40,000,000 ordinary shares to Veneto Seed Ventures Ltd. and 35,825,130 to Panetta Partners Ltd. by way of a placing of ordinary shares to raise £379,126, at a price of £0.005 per ordinary share, following which we had 636,297,049 ordinary shares in issue.
     
  (3) On May 29, 2020, we raised £440,000 through the issue of convertible loan notes which carry an interest rate of 20% compounding and have maximum term of 4 years. The convertible loan notes convert into ordinary shares at a price of £0.004 per share and, if converted, the shares will be issued with a warrant attached at an exercise price of £0.004, with a maximum life of 5 years from the date of issue of the convertible loan notes, regardless of the conversion date).
     
  (4) On June 5, 2020, we issued 36,269,253 ordinary shares to Panetta Partners Ltd. by way of a placing of ordinary shares to raise £181,346 at a price of £0.005 per ordinary share, following which we had 672,566,302 ordinary shares in issue.
     
  (5) On July 27, 2020, we raised £3,500,000 through the issue of convertible loan notes which carry an interest rate of 2.15% compounding and have maximum term of 3 years. The convertible loan notes convert into ordinary shares at a price of £0.085 per share.
  (6) On August 17, 2020, we raised £1,437,104 through the issue of convertible loan notes which carry an interest rate of 2.15% compounding and have maximum term of 3 years. The convertible loan notes convert into ordinary shares at a price of £0.085 per share.

 

II-1

 

 

  (7) On September 3, 2020, we raised £500,000 through the issue of convertible loan notes which carry an interest rate of 2.15% compounding and have maximum term of 3 years. The convertible loan notes convert into ordinary shares at a price of £0.085 per share.
     
  (8) On May 7, 2021, we issued 36,363,636 ordinary shares to Panetta Partners Ltd. through the exercise of warrants to raise £490,909 at a price of £0.0135 per ordinary share, following which we had 709,179,938 ordinary shares in issue.
     
  (9) On May 7, 2021, we issued 72,000,000 ordinary shares to Panetta Partners Ltd. through the exercise of warrants to raise £396,000 at a price of £0.0055 per ordinary share, following which we had 781,179,938 ordinary shares in issue.
     
  (10) On May 7, 2021, we issued 25,920,000 ordinary shares to Panetta Partners Ltd. through the conversion of convertible loan notes, following which we had 807,099,938 ordinary shares in issue.
     
  (11) On May 7, 2021, we issued 22,000,000 ordinary shares to Mayflower Medical Ventures. through the conversion of convertible loan notes, following which we had 829,099,938 ordinary shares in issue.
     
  (12) On May 7, 2021, we issued 15,000,000 ordinary shares to Babington Microcap. through the conversion of convertible loan notes, following which we had 844,099,938 ordinary shares in issue.
     
  (13) On May 7, 2021, we issued 18,329,093 ordinary shares to Planwise Ltd. through the conversion of convertible loan notes, following which we had 862,049,031 ordinary shares in issue.
     
  (14) On May 7, 2021, we issued 25,079,922 ordinary shares to Laura Fonda. through the conversion of convertible loan notes, following which we had 887,508,953 ordinary shares in issue.
     
  (15) On May 7, 2021, we issued 17,122,557 ordinary shares to Morris Silverman. through the conversion of convertible loan notes, following which we had 904,631,510 ordinary shares in issue.
     
  (16) On May 7, 2021, we issued 16,144,722 ordinary shares to Howard Freedberg. through the conversion of convertible loan notes, following which we had 920,776,232 ordinary shares in issue.
     
  (17) On May 7, 2021, we issued 3,573,888 ordinary shares to Carmine Rotandaro. through the conversion of convertible loan notes, following which we had 924,350,120 ordinary shares in issue.
     
  (18) On May 7, 2021, we issued 6,269,980 ordinary shares to John Storey. through the conversion of convertible loan notes, following which we had 930,620,100 ordinary shares in issue.
     
  (19) On May 7, 2021, we issued 470,248 ordinary shares to Optiva. through the conversion of convertible loan notes, following which we had 931,090,348 ordinary shares in issue.
     
  (20) On May 7, 2021, we issued 25,920,000 ordinary shares to Panetta Partners Ltd. through the exercise of warrants to raise £103,680 at a price of £0.004 per ordinary share, following which we had 957,010,348 ordinary shares in issue
     
  (21) On May 7, 2021, we issued 13,685,760 ordinary shares to Planwise Ltd through the exercise of warrants to raise £54,743 at a price of £0.004 per ordinary share, following which we had 970,696,108 ordinary shares in issue.
     
  (22) On February 24, 2022, we issued 46,500,000 ordinary shares to Mayflower Medical Ventures. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,017,196,108 ordinary shares in issue

 

II-2

 

 

  (23) On February 24, 2022, we issued 68,500,000 ordinary shares to Saviese Generation Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,085,696,108 ordinary shares in issue
     
  (24) On February 24, 2022, we issued 48,224,320 ordinary shares to Toro Chimica Ventures Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,133,920,428 ordinary shares in issue
     
  (25) On February 24, 2022, we issued 39,982,880 ordinary shares to Babington Microcap. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,173,903,308 ordinary shares in issue
     
  (26) On February 24, 2022, we issued 68,500,000 ordinary shares to Garcer Ventures Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,242,3403,308 ordinary shares in issue
     
  (27) On February 24, 2022, we issued 24,112,160 ordinary shares to High Octane. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,266,515,468 ordinary shares in issue
     
  (28) On February 24, 2022, we issued 68,500,000 ordinary shares to PPIH Ltd. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,335,015,468 ordinary shares in issue
     
  (29) On February 24, 2022, we issued 39,400,000 ordinary shares to Scion Sciences Limited. through the conversion of convertible loan notes and the cashless exercise of warrants, following which we had 1,374,415,468 ordinary shares in issue

 

Noneof the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwisespecified above, we believe these transactions were exempt from registration under the Securities Act in reliance upon Section 4(a)(2)of the Securities Act (and Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act astransactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as providedunder Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securitiesfor investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placedupon the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, toinformation about us. The sales of these securities were made without any general solicitation or advertising.

 

II-3

 

 

Item8. Exhibits and Financial Statement Schedules.

 

ITEM19: EXHIBITS

 

Exhibit No.   Description
1.1   Form of Underwriting Agreement
3.1   Memorandum and Articles of Incorporation of OKYO Pharma Limited (incorporated by reference to Exhibit 3.1 filed with Form F-1 on March 4, 2022)
2.1   Form of Deposit Agreement (incorporated by reference to Exhibit 2.1 filed with Amendment No. 1 to Form F-1 on March 25, 2022).
2.2   Form of American Depositary Receipt (included in Exhibit 2.1)
5.1   Opinion of Carey Olsen (Guernsey) LLP
10.1   OKYO Pharma Limited Share Option Plan With Non-Employee Sub-Plan And US Sub-Plan (incorporated by reference to Exhibit 10.1 filed with Form F-1 on March 4, 2022)
10.2   Executive Employment Agreement dated December 21, 2020 between Gary S. Jacob and OKYO Pharma Limited, as amended on January 19, 2021 (incorporated by reference to Exhibit 4.1 to Amendment No. 6 to Form F-1 filed on May 13, 2022).
10.3   Collaboration Agreement between On Target Therapeutics, LLC and OKYO Pharma Limited dated June 4, 2018 (incorporated by reference to Exhibit 10.3 filed with Form F-1 on March 4, 2022)
10.4   Amendment to Collaboration Agreement between On Target Therapeutics, LLC and OKYO Pharma Limited dated October 22, 2018 (incorporated by reference to Exhibit 10.4 filed with Form F-1 on March 4, 2022)
10.5   License Agreement dated as of May 1, 2018 by and between Tufts Medical Center, Inc. and OKYO Pharma Limited (incorporated by reference to Exhibit 10.5 filed with Form F-1 on March 4, 2022)
10.6   Shared Services Agreement dated as of January 1, 2018 by and between OKYO Pharma Limited and Tiziana Life Sciences plc (incorporated by reference to Exhibit 10.6 filed with Form F-1 on March 4, 2022)
10.7   License and Sublicense Agreement dated May 22, 2017 by and between On Target Therapeutics, LLC and OKYO Pharma Limited (incorporated by reference to Exhibit 10.7 filed with Form F-1 on March 4, 2022)
10.8   First Amendment to the License and Sublicense Agreement dated March 25, 2021 by and between On Target Therapeutics, LLC and OKYO Pharma Limited (incorporated by reference to Exhibit 10.8 filed with Form F-1 on March 4, 2022).
10.9   Collaboration Agreement dated August 6, 2019 between Tufts Medical Center, Inc. and OKYO Pharma Limited (incorporated by reference to Exhibit 10.9 filed with Form F-1 on March 4, 2022).
10.10   Amendment No. 1 to Collaboration Agreement dated November 10, 2020 between Tufts Medical Center, Inc. and OKYO Pharma Limited(incorporated by reference to Exhibit 10.10 filed with Form F-1 on March 4, 2022).
10.11   Letter of Appointment between OKYO Pharma Limited and Gabriele Cerrone dated January 6, 2021(incorporated by reference to Exhibit 10.11 filed with Form F-1 on March 4, 2022)
10.12   Letter Agreement between OKYO Pharma Limited and Gabriele Cerrone dated April 28, 2021 (incorporated by reference to Exhibit 10.12 filed with Form F-1 on March 4, 2022)
10.13   Loan Agreement between OKYO Pharma Limited and Tiziana Life Sciences Ltd. dated August 2, 2022.
21.1   List of Subsidiaries (incorporated by reference to Exhibit 21.1 filed with Form F-1 on March 4, 2022).
23.1   Consent of Mazars LLP, independent registered public accountants regarding the financial statements of OKYO Pharma Limited as of March 31, 2021 and 2020 and for each of the years then ended.
23.2   Consent of Carey Olsen (Guernsey) LLP (included in Exhibit 5.1)
24.1   Power of Attorney (included on signature page)
107   Filing Fee Table

 

II-4

 

 

FinancialStatement Schedules.

 

Allfinancial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in theconsolidated financial statements or the notes thereto.

 

Item9. Undertakings.

 

  (a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
     
  (b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
     
  (c) The undersigned registrant hereby undertakes that:

 

  (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
     
  (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

II-5

 

 

SIGNATURES

 

Pursuantto the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signedon its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on the 5th day of December,2022.

 

  OKYO PHARMA LIMITED
     
  By: /s/ Gary S. Jacob
    Gary S. Jacob, Ph.D.
    Chief Executive Officer and Director

 

POWEROF ATTORNEY

 

Eachperson whose signature appears below does hereby constitute and appoint Gary S. Jacob and Gabriele Cerrone and each of them singly (withfull power to act alone), as his true and lawful attorneys-in-fact and agents, each with full power of substitution and re-substitution,for him and in his name, place and stead, in any and all capacities, in connection with this registration statement, including to signand file in the name and on behalf of the undersigned as director or officer of the registrant, any and all amendments and supplements(and any and all prospectus supplements, stickers and post-effective amendments) to this registration statement with all exhibits thereto,and sign any registration statement for the same offering covered by this registration statement that is to be effective upon filingpursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto and to file the same,with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any applicablesecurities exchange, securities self-regulatory body or other regulatory entity, granting unto said attorneys-in-fact and agents, andeach of them (with full power to act alone) full power and authority to do and perform each and every act and thing requisite and necessaryto be done in connection therewith and in and about the premises, as fully to all intents and purposes as he might or could do in person,hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfullydo or cause to be done by virtue hereof.

 

Pursuantto the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons inthe capacities and on the dates indicated.

 

Signature       Date
         
/s/ Gabriele Cerrone       December 5, 2022
Gabriele Cerrone        
Non-Executive Chairman        
         
/s/ Gary S. Jacob       December 5, 2022
Gary S. Jacob, Ph.D.        
Chief Executive Officer and Director        
         
/s/ Keeren Shah       December 5, 2022
Keeren Shah        
Chief Financial Officer        
         
/s/ Willy Simon       December 5, 2022
Willy Simon        
Director        
         
/s/ John Brancaccio       December 5, 2022
John Brancaccio        
Director        
         
/s/ Bernard Denoyer       December 5, 2022
Bernard Denoyer        
Director        

 

OKYO Pharma US, Inc.        
           
By: /s/ Gary S. Jacob   Authorized U.S. Representative   December 5, 2022
Name: Gary S. Jacob, Ph.D.        
Title: Director        

 

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