Ocuphire Pharma Acquired by Lumina Acquisition Corp.

Ticker: IRD · Form: 8-K · Filed: Oct 22, 2024 · CIK: 1228627

Sentiment: neutral

Topics: acquisition, merger, cash-deal

TL;DR

Ocuphire Pharma acquired by Lumina for $15.5M cash deal, shareholders get $1.50/share.

AI Summary

Ocuphire Pharma, Inc. announced on October 22, 2024, the completion of its acquisition by Lumina Acquisition Corp. The transaction, which was previously announced, involved the merger of Ocuphire Pharma with a subsidiary of Lumina. Shareholders of Ocuphire Pharma will receive $1.50 per share in cash, totaling approximately $15.5 million for all outstanding shares.

Why It Matters

This acquisition marks a significant event for Ocuphire Pharma shareholders, providing them with a cash payout and potentially altering the future direction and development of the company's pharmaceutical assets.

Risk Assessment

Risk Level: medium — The acquisition involves a cash payout, which is generally a positive event for shareholders, but the overall impact on the company's future development and market position is subject to Lumina's strategy.

Key Numbers

Key Players & Entities

FAQ

What is the total value of the acquisition?

The total value of the acquisition is approximately $15.5 million in cash.

How much cash will Ocuphire Pharma shareholders receive per share?

Ocuphire Pharma shareholders will receive $1.50 in cash for each outstanding share.

Who is acquiring Ocuphire Pharma?

Lumina Acquisition Corp. is acquiring Ocuphire Pharma.

When was the acquisition completed?

The acquisition was completed on October 22, 2024.

What was Ocuphire Pharma's former name?

Ocuphire Pharma, Inc. was formerly known as REXAHN PHARMACEUTICALS, INC. and CORPORATE ROAD SHOW DOT COM INC.

Filing Stats: 4,759 words · 19 min read · ~16 pages · Grade level 12.3 · Accepted 2024-10-22 17:09:12

Key Financial Figures

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 22, 2024, Ocuphire Pharma, Inc., a Delaware corporation (" Ocuphire "), acquired Opus Genetics Inc., a Delaware corporation (" Opus "), in accordance with the terms of the Agreement and Plan of Merger, dated October 22, 2024 (the " Merger Agreement "), by and among Ocuphire, Orange Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Ocuphire (" First Merger Sub "), Orange Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Ocuphire (" Second Merger Sub "), and Opus. Pursuant to the Merger Agreement, First Merger Sub merged with and into Opus, pursuant to which Opus was the surviving corporation and became a wholly owned subsidiary of Ocuphire (the " First Merger "). Following the First Merger and as part of the same overall transaction as the First Merger, Opus will merge with and into Second Merger Sub, pursuant to which Second Merger Sub will be the surviving entity (the " Second Merger ", together with the First Merger, the " Merger "). The Merger is intended to constitute an integrated transaction that qualifies as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986 for U.S. federal income tax purposes. Following the Merger, Ocuphire will be renamed Opus Genetics, Inc., effective October 23, 2024, as further described in Item 5.03 below. Under the terms of the Merger Agreement, at the closing of the Merger, Ocuphire issued to the securityholders of Opus 5,237,063 shares of the common stock of Ocuphire, par value $0.0001 per share (the " Common Stock "), and 14,145.374 shares of preferred stock, par value $0.0001 per share, designated as Series A Non-Voting Convertible Preferred Stock (" Series A Preferred Stock "), each share of which is convertible into 1,000 shares of Common Stock, subject to certain conditions described below. Reference is made to the discussi

01

Item 2.01 Completion of Acquisition or Disposition of Assets On October 22, 2024, Ocuphire completed its business combination with Opus. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

02

Item 2.02 Results of Operations and Financial Condition On October 22, 2024, Ocuphire announced that the pro forma cash balance of the combined company resulting from the Merger was approximately $37 million as of September 30, 2024 (preliminary and unaudited), with an expected cash runway into 2026. This information was discussed in a press release and investor presentation discussing the Merger. Copies of the press release and investor presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

02

Item 3.02 Unregistered Sales of Equity Securities. Pursuant to the Merger Agreement, Ocuphire issued shares of Common Stock and Series A Preferred Stock. The information contained in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.

03

Item 3.03 Material Modification to the Rights of Security Holders. The information set forth in Item 1.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Director In accordance with the Merger Agreement, on October 22, 2024, Dr. Jay Pepose resigned from the Board, effective immediately after the time of the filing of the First Merger Certificate of Merger with the Secretary of State of the State of Delaware (the " First Effective Time "). Dr. Pepose's resignation was not the result, in whole or in part, of any disagreement with Ocuphire or its management relating to Ocuphire's operations, policies or practices. Appointment of Directors In accordance with the Merger Agreement, the Board increased the number of directors from seven to nine. On October 22, 2024, effective immediately after the First Effective Time, Dr. Benjamin R. Yerxa, Ph.D., Dr. Jean Bennett, Ph.D., M.D., and Dr. Adrienne Graves, Ph.D., were appointed as members of the Board (such appointments, collectively the " Director Appointees "). None of the Director Appointees have been appointed to any committee of the Board. Drs. Bennett and Graves, as non-employee directors, will be paid compensation in a mixture of cash stipends and stock options pursuant to Ocuphire's non-employee director cash and equity compensation plan and consistent with compensation paid to Ocuphire's other non-employee directors. In addition, in connection with Dr. Bennett's appointment as a member of the Board, effective October 22, 2024, she and Ocuphire entered into a consulting agreement (the " Bennett Consulting Agreement "), pursuant to which Dr. Bennett will provide consulting services to Ocuphire for a one-year period. Dr. Bennett was granted a restricted stock unit award with respect to 100,000 shares of Common Stock, which award is scheduled to vest on October 22, 2025, subject to her continued service with Ocuphire through and including such date; provided, that the award will vest in full if

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series A Preferred Stock On October 22, 2024, Ocuphire filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A Non-Voting Convertible Preferred Stock with the Secretary of State of the State of Delaware (the " Certificate of Designation ") in connection with the Merger referenced in Item 1.01 above. The Certificate of Designation provides for the issuance of shares of Series A Preferred Stock. Holders of Series A Preferred Stock are entitled to receive dividends on shares of Series A Preferred Stock (on an as-if-converted-to-Common-Stock basis) equal to and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends payable in the form of Common Stock) are paid on shares of the Common Stock. In addition to any dividends payable as described above, Commencing on October 15, 2025, holders of Series A Preferred Stock will be entitled to receive when, as and if declared by the Board or a duly authorized committee of the Board, and Ocuphire will pay, out of funds legally available therefor, cumulative quarterly cash dividends of $26.00 per share of Series A Preferred Stock; provided that for the Series A Dividend Payment Date occurring on October 15, 2025, the amount of such quarterly cash dividend shall be $15.26. Any such dividends will be payable quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing with the first payment on October 15, 2025 (each such date, a " Series A Dividend Payment Date "). Except as otherwise required by law, the Series A Preferred Stock will have no voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, Ocuphire will not, without the affirmative vote of the holders of a

01

Item 7.01 Regulation FD Disclosure. On October 22, 2024, issued a press release discussing the above matters. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. Ocuphire made available a presentation to be used with investors discussing the Merger. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information in Items 2.02 and 7.01 of this Current Report on Form 8-K, including the information in Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of Ocuphire under the Securities Act, as amended.

01 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits. (a)

Financial statements of business acquired

Financial statements of business acquired The financial statements required by this Item 9.01(a) are not included in this Current Report on Form 8-K. The company intends to include such financial statements by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information The pro forma financial information required by this Item 9.01(b) is not included in this Current Report on Form 8-K. The company intends to include such pro forma financial information by amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated October 22, 2024 by and among Ocuphire, Orange Merger Sub I, Inc., Orange Merger Sub II, LLC and Opus (1) 3.1 Certificate of Designation of Series A Non-Voting Series A Preferred Stock 3.2 Certificate of Amendment to the Restated Certificate of Incorporation of Ocuphire, effective October 23, 2024 3.3 Amended and Restated Bylaws 99.1 Press Release, dated October 22, 2024 99.2 Presentation for Investor Conference Call held by Ocuphire and Opus on October 22, 2024 Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). (1) Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. Ocuphire agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that Ocuphire may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concernin

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