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EXPLANATORY NOTE

This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K (the “Original Report”) of the Company (as defined below) filed on June 4, 2021. The sole purpose of this Amendment is to correct the initial exercise date and expiration date of the warrants, and other than mentioned in the foregoing sentence, this 8-K/A does not amend, update, or change any other items or disclosures contained in the Original Report.

Registered Direct Offering

On June 4, 2021, Ocuphire Pharma, Inc. (the “Company”) entered into a placement agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of an aggregate of 3,076,923 shares of the Company’s common stock (the “Shares”) and warrants to purchase 1,538,461 shares of the Company’s common stock (the “Warrants”, and together with the Shares, the “Securities”). The Company will pay to the Placement Agent a cash fee equal to 7% of the gross proceeds from the sale of the Securities for $12,000,000 and will reimburse the Placement Agent and lead investor for certain of their respective expenses.

The Placement Agency Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

The offering of the Securities (the “Offering”) is being made pursuant to the Company’s effective shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-252715), including the prospectus dated February 12, 2021 contained therein, and a prospectus supplement that the Company intends to file on June 7, 2021.

On June 4, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with the purchasers of the Securities. The Purchase Agreement provides for the sale and issuance by the Company of an aggregate of 3,076,923 Shares and 1,538,461 Warrants, at an offering price of $4.875 per one Share and 0.50 Warrants, for gross proceeds of approximately $15,000,000, before deducting the Placement Agent’s fees and related offering expenses. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.

The Warrants will be exercisable for an aggregate of 1,538,461 shares of common stock. The Warrants will have an exercise price of $6.09 per share, will be exercisable on the issuance date (the “Initial Exercise Date”), and will expire five years following the Initial Exercise Date. Subject to limited exceptions, a holder of a Warrant will not have the right to exercise any portion of its Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of a holder prior to the date of issuance, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that upon prior notice to the Company, the holder may increase or decrease the Beneficial Ownership Limitation, provided further that in no event shall the Beneficial Ownership Limitation exceed 9.99%.

The Placement Agency Agreement, Purchase Agreement and form of Warrant are filed as Exhibits 1.1, 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The above descriptions of the terms of the Placement Agency Agreement, Purchase Agreement and Warrants are qualified in their entirety by reference to such exhibits.

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