0001140361-23-006889.txt : 20230214 0001140361-23-006889.hdr.sgml : 20230214 20230214152338 ACCESSION NUMBER: 0001140361-23-006889 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Ocuphire Pharma, Inc. CENTRAL INDEX KEY: 0001228627 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113516358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79996 FILM NUMBER: 23627872 BUSINESS ADDRESS: STREET 1: 37000 GRAND RIVER AVE. STREET 2: SUITE 120 CITY: FARMINGTON HILLS STATE: MI ZIP: 48335 BUSINESS PHONE: 248-681-9815 MAIL ADDRESS: STREET 1: 37000 GRAND RIVER AVE. STREET 2: SUITE 120 CITY: FARMINGTON HILLS STATE: MI ZIP: 48335 FORMER COMPANY: FORMER CONFORMED NAME: REXAHN PHARMACEUTICALS, INC. DATE OF NAME CHANGE: 20050516 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE ROAD SHOW DOT COM INC DATE OF NAME CHANGE: 20030423 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sooch Mina CENTRAL INDEX KEY: 0001674006 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 17199 N. LAUREL PARK DRIVE STREET 2: SUITE 401 CITY: LIVONIA STATE: MI ZIP: 48152 SC 13G/A 1 brhc10048244_sc13ga.htm SC 13G/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Ocuphire Pharma, Inc.
(Name of Issuer)

Common Stock, $0.0001 par value
(Title of Class of Securities)

67577R102
(CUSIP Number)

December 31, 2022
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 67577R102
1
NAMES OF REPORTING PERSONS
 
 
Mina Sooch
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
1,187,352 (1)
 
 
 
 
6
SHARED VOTING POWER
 
 
0
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
1,187,352 (1)
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,187,352 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
5.5%  (See Item 4 herein)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN
 
 
 
 

(1)
Includes (a) 698,144 shares underlying all outstanding stock options; (b) 8,707 shares underlying Series A Warrants, (c) 134,456 unvested restricted stock units, and (d) 50,000 shares owned by the Reporting Person’s daughter.
 
END OF COVER PAGE
 
2
Item 1.
 (a)
Name of Issuer.

Ocuphire Pharma, Inc.


 (b)
Address of issuer’s principal executive offices.

37000 Grand River Avenue, Suite 120, Farmington Hills, MI 48335

Item 2.
 (a)
Name of person filing (the “Reporting Person”).

Mina Sooch


 (b)
Address or principal business office or, if none, residence.

The address for the Reporting Person is 37000 Grand River Avenue, Suite 120
Farmington Hills, MI 48335.


 (c)
Citizenship.

Ms. Sooch is a citizen of the United States of America.


 (d)
Title of class of securities.

Common Stock, $0.0001 par value


 (e)
CUSIP No.

67577R102

Item 3.

If this statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:

 
(a)
☐
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
 ☐
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
 ☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
 
(e)
 ☐
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
       
 
(f)
 ☐
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
       
 
(g)
 ☐
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
       
 
(h)
 ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
       
 
(i)
 ☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
       
 
(j)
 ☐
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

3
 
(k)
☐
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.

Item 4.
Ownership.

           
(c)
Number of Shares as to which the person has:
 
 
Name
  
(a)
Amount
Beneficially
Owned
  
(b)
Percent of Class*
  
Sole Power to
Vote or to
Direct the
Vote
  
Shared
Power to
Vote or to
Direct the
Vote
  
Sole Power to
Dispose or to
Direct the
Disposition of
  
Shared Power to
Dispose or to
Direct the
Disposition of
Mina Sooch
  
1,187,352 (1)
  
5.5%
  
1,187,352 (1)
  
0
  
1,187,352 (1)
  
0
(1)
Includes (a) 698,144 shares underlying all outstanding stock options; (b) 8,707 shares underlying Series A Warrants, (c) 134,456 unvested restricted stock units, and (d) 50,000 shares owned by the Reporting Person’s daughter.

* As of December 31, 2022 (based on 20,861,315 shares of the Issuer’s Common Stock outstanding as reported by the Issuer to the Reporting Person).

Item 5.
Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8.
Identification and Classification of Members of the Group.

Not applicable.

Item 9.
Notice of Dissolution of Group.

Not applicable.

Item 10.
Certification.

Not applicable.

4
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

/s/ Mina Sooch
 
Mina Sooch
 


5