Ocuphire Pharma Files 8-K with Corporate Updates

TL;DR

OCUP filed an 8-K on June 13th detailing corporate changes and votes from June 11th.

AI Summary

Ocuphire Pharma, Inc. filed an 8-K on June 13, 2024, reporting events that occurred on June 11, 2024. The filing indicates changes related to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements/exhibits. The company, formerly known as Rexahn Pharmaceuticals, Inc., is incorporated in Delaware and headquartered in Farmington Hills, MI.

Why It Matters

This 8-K filing signals important corporate governance and financial reporting updates for Ocuphire Pharma, Inc., which could impact investor understanding of the company's structure and recent activities.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting corporate events and does not appear to contain material adverse information.

Key Players & Entities

• Ocuphire Pharma, Inc. (company) — Registrant
• June 11, 2024 (date) — Earliest event reported
• June 13, 2024 (date) — Date of report
• Rexahn Pharmaceuticals, Inc. (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• Farmington Hills, MI (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value OCUP Nasdaq Capital Marke

Filing Documents

• ef20031101_8k.htm (8-K) — 84KB
• ef20031101_ex3-1.htm (EX-3.1) — 11KB
• ef20031101_ex3-2.htm (EX-3.2) — 220KB
• 0001140361-24-030012.txt ( ) — 507KB
• ocup-20240611.xsd (EX-101.SCH) — 4KB
• ocup-20240611_lab.xml (EX-101.LAB) — 22KB
• ocup-20240611_pre.xml (EX-101.PRE) — 16KB
• ef20031101_8k_htm.xml (XML) — 4KB

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the 2024 annual meeting of stockholders (the " Annual Meeting ") of Ocuphire Pharma, Inc. (the " Company "), held on June 11, 2024, stockholders voted to approve an amendment to the Company's Amended and Restated Certificate of Incorporation (the " Charter ") to increase the number of authorized shares of the Company's common stock from 75 million to 125 million shares (the " Stock Increase Charter Amendment ") . A Certificate of Amendment to the Charter was filed and effective on June 12, 2024. The aforementioned description is qualified in its entirety by reference to the full text of the Stock Increase Charter Amendment which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Also on June 11, 2024, in connection with a periodic review of the bylaws of the Company, the Company's board of directors (the " Board ") adopted amended and restated bylaws of the Company (the bylaws, as so amended and restated, the " Third Amended and Restated Bylaws "), effective immediately. The Third Amended and Restated Bylaws, among other things: Enhance the existing procedural mechanics for stockholder nominations of directors and submissions of stockholder proposals (other than proposals to be included in the Company's proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")) at stockholder meetings, including, without limitation, as follows: o Requiring that the nominating or proposing stockholder be a stockholder of record at the time of submitting a notice through the date of the applicable meeting; o Requiring additional disclosures from nominating or proposing stockholders, proposed nominees and other persons associated with nominating or proposing stockholders; o Requiring the correction of any material inaccuracy or change in the information provided in a notice of nomination or proposal wi

07

Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders (i) elected seven directors to the Board to serve a one-year term until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal, (ii) ratified the appointment of Ernst & Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, (iii) approved, on an advisory basis, of the compensation of the Company's named executive officers , and (iv) approved the Stock Increase Charter Amendment. Stockholders did not approve a proposal , pursuant to the Nasdaq listing rules, to approve the potential issuance of shares of the Company's common stock to Lincoln Park Capital Fund, LLC in excess of 19.99% of the Company's outstanding common stock and also did not approve an amendment to the Charter to include the exculpation of officers. The results of the voting at the Annual Meeting are shown below: Proposal 1 - Election of Directors: Nominee For Withhold Broker Non-Votes Sean Ainsworth 5,332,489 3,700,631 5,987,328 Susan Benton 5,687,767 3,345,353 5,987,328 Cam Gallagher 5,438,660 3,594,460 5,987,328 Dr. George Magrath 6,467,832 2,565,288 5,987,328 James Manuso 5,549,784 3,483,336 5,987,328 Dr. Jay Pepose 5,806,765 3,226,355 5,987,328 Richard Rodgers 5,355,466 3,677,654 5,987,328 Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm: Votes For Votes Against Abstentions 13,454,291 1,285,573 279,884 Proposal 3 - Approval, on an Advisory Basis, of Compensation of the Company's Named Executive Officers: Votes For Votes Against Abstentions Broker Non-Votes 5,557,319 3,310,180 165,621 5,987,328 Proposal 4 – Approval of Potential Issuance of Shares of Common Stock to Lincoln Park Capital Fund, LLC in Excess of 19.99% of the Compan

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 12, 2024 3.2 Third Amended and Restated Bylaws dated June 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OCUPHIRE PHARMA, INC. Date: June 13, 2024 By: /s/ Dr. George Magrath Dr. George Magrath Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR