8-K: Current report filing
Published on June 8, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2021
Ocuphire Pharma, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34079
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11-3516358
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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37000 Grand River Avenue, Suite 120
Farmington Hills, MI
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48335
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (248) 681-9815
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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OCUP
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Nasdaq Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the annual meeting (the “Annual Meeting”) of stockholders of Ocuphire Pharma, Inc. (the “Company”) on June 7, 2021, stockholders (i) elected seven directors to the Company’s Board of Directors
(the “Board”) to serve a one-year term until the 2022 annual meeting of stockholders, (ii) ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2021, and (iii) approved the Company’s named executive officers’ compensation in an advisory vote. Proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2021.
A total of 7,076,756 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 60.23% of the shares of common stock outstanding as of
the record date for the Annual Meeting.
The results of the voting are shown below:
Proposal 1—Election of Directors
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Nominee
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Votes For
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Votes Withheld
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Broker Non-
Votes
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Mina Sooch
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4,172,215
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34,915
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2,869,626
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Cam Gallagher
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4,170,246
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36,884
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2,869,626
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Sean Ainsworth
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4,166,102
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41,028
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2,869,626
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James Manuso
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4,165,761
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41,369
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2,869,626
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Richard Rodgers
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4,168,423
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38,707
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2,869,626
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Susan Benton
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4,174,366
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32,664
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2,869,726
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Jay Pepose
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4,164,782
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42,348
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2,869,626
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Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
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Votes For
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Votes Against
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Votes Abstain
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7,046,742
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12,624
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17,390
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Proposal 3—Approval of the Company’s named executive officers’ compensation in an advisory vote
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Votes For
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Votes Against
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Votes Abstain
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4,054,791
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95,027
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57,312
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| Item 8.01 |
Other Events
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On June 8, 2021, the Company issued a press release announcing the closing of its previously announced registered direct offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Exhibit Description
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Press Release of Ocuphire Pharma, Inc. dated June 8, 2021
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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.
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OCUPHIRE PHARMA, INC.
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By:
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/s/ Mina Sooch
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Mina Sooch
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Chief Executive Officer
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Date: June 8, 2021