Delaware
|
11-3516358
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification Number)
|
37000 Grand River Avenue, Suite 120
Farmington Hills, MI
|
48335
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of Each Class
|
Trading Symbol(s)
|
Name of Each Exchange on Which Registered
|
||
Common Stock, $0.0001 par value per share
|
OCUP
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
|
☐ |
Non-accelerated filer
|
☒ |
Accelerated filer
|
☐ |
Smaller reporting company
|
☒ |
Emerging growth company
|
☐ |
Page
|
||
PART 1 – FINANCIAL INFORMATION
|
||
Item 1.
|
2 |
|
2 |
||
3 |
||
4 |
||
5 |
||
6 |
||
Item 2.
|
16 |
|
Item 3.
|
25 |
|
Item 4.
|
25 |
|
PART II – OTHER INFORMATION
|
||
Item 1.
|
26 |
|
Item 1A.
|
26 |
|
Item 2.
|
26 |
|
Item 3.
|
26 |
|
Item 4.
|
26 |
|
Item 5.
|
26 |
|
Item 6.
|
27 |
|
28 |
Item 1. |
Financial Statements
|
As of
|
||||||||
March 31,
2022
|
December 31,
2021
|
|||||||
(unaudited)
|
||||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
19,246
|
$
|
24,534
|
||||
Prepaids and other current assets
|
1,095 | 1,314 | ||||||
Short-term investments
|
135
|
219
|
||||||
Total current assets
|
20,476
|
26,067
|
||||||
Property and equipment, net
|
9
|
10
|
||||||
Total assets
|
$
|
20,485
|
$
|
26,077
|
||||
Liabilities and stockholders’ equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
1,579
|
$
|
1,584
|
||||
Accrued expenses
|
1,419
|
1,733
|
||||||
Short-term loan
|
215 | 538 | ||||||
Total current liabilities
|
3,213
|
3,855
|
||||||
Warrant liabilities
|
—
|
—
|
||||||
Total liabilities
|
3,213
|
3,855
|
||||||
Commitments and contingencies (Note 4 and Note 9)
|
||||||||
Stockholders’ equity
|
||||||||
Preferred stock, par value $0.0001; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; no shares issued and outstanding at March 31, 2022 and
December 31, 2021.
|
—
|
—
|
||||||
Common stock, par value $0.0001; 75,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 19,213,651 and 18,845,828 shares issued and outstanding at
March 31, 2022 and December 31, 2021, respectively.
|
2
|
2
|
||||||
Additional paid-in capital
|
113,233
|
111,588
|
||||||
Accumulated deficit
|
(95,963
|
)
|
(89,368
|
)
|
||||
Total stockholders’ equity
|
17,272
|
22,222
|
||||||
Total liabilities and stockholders’ equity
|
$
|
20,485
|
$
|
26,077
|
Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Operating expenses:
|
||||||||
General and administrative
|
$
|
1,736
|
$
|
1,704
|
||||
Research and development
|
4,772
|
3,482
|
||||||
Total operating expenses
|
6,508
|
5,186
|
||||||
Loss from operations
|
(6,508
|
)
|
(5,186
|
)
|
||||
Interest expense
|
(5
|
)
|
—
|
|||||
Fair value change in warrant liabilities
|
—
|
(33,829
|
)
|
|||||
Other (expense) income, net
|
(82
|
)
|
1
|
|||||
Loss before income taxes
|
(6,595
|
)
|
(39,014
|
)
|
||||
Benefit (provision) for income taxes
|
—
|
—
|
||||||
Net loss
|
(6,595
|
)
|
(39,014
|
)
|
||||
Other comprehensive loss, net of tax
|
—
|
—
|
||||||
Comprehensive loss
|
$
|
(6,595
|
)
|
$
|
(39,014
|
)
|
||
Net loss per share:
|
||||||||
Basic and diluted (Note 10)
|
$
|
(0.35
|
)
|
$
|
(3.57
|
)
|
||
Number of shares used in per share calculations:
|
||||||||
Basic and diluted
|
18,888,471
|
10,923,651
|
Common Stock
|
Additional
Paid–In
|
Accumulated
|
Total
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Deficit
|
Equity (Deficit)
|
||||||||||||||||
Balance at December 31, 2020
|
10,882,495
|
$
|
1
|
$
|
19,207
|
$
|
(32,675
|
)
|
$
|
(13,467
|
)
|
|||||||||
Reclassification of Series A warrant liability to equity
|
—
|
—
|
61,793
|
—
|
61,793
|
|||||||||||||||
Stock–based compensation
|
40,000
|
—
|
494
|
—
|
494
|
|||||||||||||||
Exercise of stock options | 7,386 | — | 10 | — | 10 | |||||||||||||||
Net and comprehensive loss
|
—
|
—
|
—
|
(39,014
|
)
|
(39,014
|
)
|
|||||||||||||
Balance at March 31, 2021
|
10,929,881
|
$
|
1
|
$
|
81,504
|
$
|
(71,689
|
)
|
$
|
9,816
|
||||||||||
Balance at December 31, 2021
|
18,845,828
|
$
|
2
|
$
|
111,588
|
$
|
(89,368
|
)
|
$
|
22,222
|
||||||||||
Issuance of common stock in connection with the at-the-market program
|
336,544
|
—
|
1,208
|
—
|
1,208
|
|||||||||||||||
Issuance costs
|
— | — | (35 | ) | — | (35 | ) | |||||||||||||
Stock–based compensation
|
6,970
|
—
|
445
|
—
|
445
|
|||||||||||||||
Exercise of stock options
|
24,309
|
—
|
27
|
— |
27
|
|||||||||||||||
Net and comprehensive loss
|
—
|
—
|
—
|
(6,595
|
)
|
(6,595
|
)
|
|||||||||||||
Balance at March 31, 2022
|
19,213,651
|
$
|
2
|
$
|
113,233
|
$
|
(95,963
|
)
|
$
|
17,272
|
Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Operating activities
|
||||||||
Net loss
|
$
|
(6,595
|
)
|
$
|
(39,014
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Stock-based compensation
|
445
|
494
|
||||||
Depreciation
|
1
|
1
|
||||||
Fair value change in warrant liabilities
|
—
|
33,829
|
||||||
Unrealized loss from short-term investments
|
84 | — | ||||||
Change in assets and liabilities:
|
||||||||
Prepaid expenses and other assets
|
219
|
(159
|
)
|
|||||
Accounts payable
|
(5
|
)
|
200
|
|||||
Accrued and other liabilities
|
(319
|
)
|
(1,163
|
)
|
||||
Net cash used in operating activities
|
(6,170
|
)
|
(5,812
|
)
|
||||
Investing activities
|
||||||||
Net cash used in investing activities
|
—
|
—
|
||||||
Financing activities
|
||||||||
Proceeds from issuance of common stock in connection with the at-the-market program
|
1,208 | — | ||||||
Issuance costs | (30 | ) | — | |||||
Payments made in connection with short-term loan | (323 | ) | — | |||||
Exercise of stock options
|
27
|
10
|
||||||
Net cash provided by financing activities
|
882
|
10
|
||||||
Net decrease in cash and cash equivalents
|
(5,288
|
)
|
(5,802
|
)
|
||||
Cash and cash equivalents at beginning of period
|
24,534
|
16,399
|
||||||
Cash and cash equivalents at end of period
|
$
|
19,246
|
$
|
10,597
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for income taxes
|
$
|
—
|
$
|
—
|
||||
Cash paid for interest
|
$
|
5
|
$
|
—
|
||||
Supplemental non-cash financing transactions:
|
||||||||
Non-cash reclassification of Series A warrant liability to equity
|
$
|
—
|
$
|
61,793
|
||||
Unpaid issuance and deferred offering costs
|
$
|
5
|
$
|
88
|
1. |
Company Description and Summary of Significant Accounting Policies
|
● |
Level 1 inputs: Unadjusted quoted prices for identical assets
or liabilities in active markets;
|
● |
Level 2 inputs: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs
which are observable, whether directly or indirectly, for substantially the full term of the asset or liability; and
|
● |
Level 3 inputs: Unobservable inputs that reflect the
Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability in which there is little, if any, market activity for the asset or liability at the measurement date.
|
As of March 31, 2022
|
||||||||||||||||
Description
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Assets:
|
||||||||||||||||
Short-term investments |
$
|
135
|
$
|
135
|
$
|
—
|
$
|
—
|
||||||||
Total assets at fair value
|
$
|
135
|
$
|
135
|
$
|
—
|
$
|
—
|
As of December 31, 2021
|
||||||||||||||||
Description
|
Total
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Assets:
|
||||||||||||||||
Short-term investments
|
$
|
219
|
$
|
219
|
$
|
—
|
$
|
—
|
||||||||
Total assets at fair value
|
$
|
219
|
$
|
219
|
$
|
—
|
$
|
—
|
2022
|
2021
|
|||||||
Short-term investments
|
||||||||
Balance as of beginning of period
|
$
|
219
|
$
|
—
|
||||
Unrealized loss
|
(84
|
)
|
—
|
|||||
Balance as of end of period
|
$
|
135
|
$
|
—
|
2022
|
2021
|
|||||||
Warrant liabilities
|
||||||||
Balance as of beginning of period
|
$
|
—
|
$
|
27,964
|
||||
Change in fair value of warrant liabilities
|
—
|
33,829
|
||||||
Reclassification of Series A warrants from liability to equity
|
—
|
(61,793
|
)
|
|||||
Balance as of end of period
|
$
|
—
|
$
|
—
|
2. |
Merger and Contingent Value Rights Agreement
|
● |
90% of all payments received by Rexahn or its affiliates during such CVR Payment Period from or on behalf of BioSense Global LLC (“BioSense”) pursuant to that
certain License and Assignment Agreement, dated as of February 25, 2019, by and between BioSense and Rexahn, as amended by Amendment No. 1, dated August 24, 2019, and as further amended by Amendment No. 2, dated March 10, 2020,
minus certain permitted deductions;
|
● |
90% of all payments received by Rexahn or its affiliates during such CVR Payment Period from or on behalf of Zhejiang HaiChang Biotechnology Co., Ltd.
(“HaiChang”) pursuant to that certain Exclusive License Agreement, dated as of February 8, 2020, by and between HaiChang and Rexahn, minus certain permitted deductions; and
|
● |
75% of the sum of (i) all cash consideration paid by a third party to Rexahn or its affiliates during the applicable CVR Payment Period in connection with the
grant, sale or transfer of rights to Rexahn’s pre-closing intellectual property (other than a grant, sale or transfer of rights involving a sale or disposition of the post-Merger combined company) that is entered into during the 10-year period after the Closing (“Parent IP Deal”), plus (ii) with respect to any non-cash consideration received by Rexahn or its
affiliates from a third party during the applicable CVR Payment Period in connection with any Parent IP Deal, all amounts received by Rexahn and its affiliates for such non-cash consideration at the time such non-cash
consideration is monetized by Rexahn or its affiliates, minus (iii) certain permitted deductions.
|
3.
|
Pre-Merger Financing
|
4.
|
Commitments and Contingencies
|
5. |
Supplemental Balance Sheet Information
|
March 31,
2022
|
December 31,
2021
|
|||||||
Prepaids
|
$
|
1,062
|
$
|
1,243
|
||||
Other
|
33
|
71
|
||||||
Total prepaids and other assets
|
$
|
1,095
|
$
|
1,314
|
March 31,
2022
|
December 31,
2021
|
|||||||
Equipment
|
$
|
20
|
$
|
20
|
||||
Furniture
|
5
|
5
|
||||||
Total property and equipment
|
|
25
|
|
25
|
||||
Less accumulated depreciation
|
(16
|
)
|
(15
|
)
|
||||
Property and equipment, net
|
$
|
9
|
$
|
10
|
March 31,
|
December 31,
|
|||||||
2022
|
2021
|
|||||||
R&D services and supplies
|
$
|
962
|
$
|
1,081
|
||||
Payroll
|
193
|
488
|
||||||
Professional services
|
189
|
84
|
||||||
Other
|
75
|
80
|
||||||
Total
|
$
|
1,419
|
$
|
1,733
|
6. |
Related Party Transactions
|
7. |
Stockholders’ Equity
|
8. |
Stock-based Compensation
|
March 31,
|
||||||||
2022
|
2021
|
|||||||
General and administrative
|
$
|
295
|
$
|
193
|
||||
Research and development
|
150
|
301
|
||||||
Total stock-based compensation
|
$
|
445
|
$
|
494
|
2022
|
2021
|
|||||||
Expected stock price volatility
|
99.6
|
%
|
86.6
|
%
|
||||
Expected life of options (years)
|
6.0
|
5.6
|
||||||
Expected dividend yield
|
—
|
% |
—
|
%
|
||||
Risk free interest rate
|
1.7
|
%
|
0.8
|
%
|
9. |
Apexian Sublicense Agreement
|
10. |
Net loss per share
|
March 31,
|
||||||||
2022
|
2021
|
|||||||
Series A, Series B and RDO warrants
|
7,282,999
|
7,374,172
|
||||||
Stock options
|
2,616,544
|
1,818,612
|
||||||
Unissued common stock for services
|
8,024
|
4,474
|
||||||
Former Rexahn warrants
|
66,538
|
66,538
|
||||||
Former Rexahn options
|
82
|
123
|
11.
|
Income Taxes
|
12.
|
Deferred Compensation Plan
|
13. |
Subsequent Events
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
• |
continues clinical trials for Nyxol, APX3330 and for any other product candidate in its future pipeline;
|
• |
continues preclinical studies for Nyxol, APX3330 and for any other product candidate in its future pipeline;
|
• |
develops additional product candidates that it identifies, in-licenses or acquires;
|
• |
seeks regulatory approvals for any product candidates that successfully complete clinical trials;
|
• |
contracts to manufacture its product candidates;
|
• |
maintains, expands and protects its intellectual property portfolio;
|
• |
hires additional staff, including clinical, scientific, operational and financial personnel, to execute its business plan;
|
• |
adds operational, financial and management information systems and personnel, including personnel to support its product development and potential future commercialization efforts;
|
• |
continues to operate as a public company; and
|
• |
establishes on its own or with partners, a sales, marketing and distribution infrastructure to commercialize any products for which Ocuphire may obtain regulatory approval;
|
• |
per patient trial costs;
|
• |
the number of patients that participate in the trials;
|
• |
the number of sites included in the trials;
|
• |
the countries in which the trials are conducted;
|
• |
the length of time required to enroll eligible patients;
|
• |
the number of doses that patients receive;
|
• |
the drop-out or discontinuation rates of patients;
|
• |
potential additional safety monitoring or other studies requested by regulatory agencies;
|
• |
the duration of patient follow-up;
|
• |
the phase of development of the product candidate;
|
• |
arrangements with contract research organizations and other service providers; and
|
• |
the efficacy and safety profile of the product candidates.
|
For the Three Months Ended
March 31,
|
||||||||||||
2022
|
2021
|
Change
|
||||||||||
Operating expenses:
|
||||||||||||
General and administrative
|
$
|
1,736
|
$
|
1,704
|
$
|
32
|
||||||
Research and development
|
4,772
|
3,482
|
1,290
|
|||||||||
Total operating expenses
|
6,508
|
5,186
|
1,322
|
|||||||||
Loss from operations
|
(6,508
|
)
|
(5,186
|
)
|
(1,322
|
)
|
||||||
Interest expense
|
(5
|
)
|
—
|
(5
|
)
|
|||||||
Fair value change in warrant liabilities
|
—
|
(33,829
|
)
|
33,829
|
||||||||
Other (expense) income, net
|
(82
|
)
|
1
|
(83
|
)
|
|||||||
Loss before income taxes
|
(6,595
|
)
|
(39,014
|
)
|
32,419
|
|||||||
Provision for income taxes
|
—
|
—
|
—
|
|||||||||
Net loss
|
$
|
(6,595
|
)
|
$
|
(39,014
|
)
|
$
|
32,419
|
• |
continued clinical trials and preclinical studies for Nyxol, APX 3330 and for any other product candidate in its future pipeline;
|
• |
developing additional product candidates that it identifies, in-licenses or acquires;
|
• |
seeking regulatory approvals for any product candidates that successfully complete clinical trials;
|
• |
contracts to manufacture its product candidates;
|
• |
establishing on its own or with partners, a sales, marketing and distribution infrastructure to commercialize any products for which it may obtain regulatory approval;
|
• |
maintaining, expanding and protecting its intellectual property portfolio;
|
• |
hiring additional staff, including clinical, scientific, operational and financial personnel, to execute its business plan;
|
• |
adding operational, financial and management information systems and personnel, including personnel to support its product development and potential future commercialization efforts; and
|
• |
operating as a public company.
|
For the Three Months Ended
March 31,
|
||||||||
2022
|
2021
|
|||||||
Net cash used in operating activities
|
$
|
(6,170
|
)
|
$
|
(5,812
|
)
|
||
Net cash provided by (used in) investing activities
|
—
|
—
|
||||||
Net cash provided by financing activities
|
882
|
10
|
||||||
Net decrease in cash and cash equivalents
|
$
|
(5,288
|
)
|
$
|
(5,802
|
)
|
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4. |
Controls and Procedures
|
Item 1. |
Legal Proceedings
|
Item 1A. |
Risk Factors
|
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3. |
Defaults Upon Senior Securities
|
Item 4. |
Mine Safety Disclosures
|
Item 5. |
Other Information
|
EXHIBIT
NUMBER
|
|
DESCRIPTION OF DOCUMENT
|
Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Appendix G to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on April 29, 2005).
|
||
Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on May 5, 2017).
|
||
Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on August 30, 2018).
|
||
Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on April 12, 2019).
|
||
Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on November 6, 2020).
|
||
Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on November 6, 2020).
|
||
Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed on November 6, 2020).
|
||
Consulting Agreement between the Registrant and Jay Pepose dated April 8, 2022.
|
||
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
101.INS
|
Inline XBRL Instance Document.
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
+ |
Indicates management contract or compensatory plan.
|
* |
Documents are furnished not filed.
|
Ocuphire Pharma, Inc.
|
||
By:
|
/s/ Mina Sooch
|
|
Mina Sooch
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
By:
|
/s/ Amy Rabourn
|
|
Amy Rabourn
|
||
Vice President Finance
|
||
(Principal Financial Officer)
|
CONSULTANT:
|
THE COMPANY:
|
||
Ocuphire Pharma, Inc.
|
|||
/s/ Jay S. Pepose, M.D.
|
By:
|
/s/ Mina Sooch
|
Jay S. Pepose, M.D.
|
Name:
|
Mina Sooch
|
|
Title:
|
President and CEO
|
||
April 8, 2022
|
April 8, 2022
|
• |
Leading the clinical strategy alongside the senior clinical team and CEO;
|
• |
Analyzing the clinical data and participating in the development and design of clinical study protocols and related trial documents (such as CSRs) for Nyxol and APX3330;
|
• |
Collaborating with other Ocuphire advisors and KOLs with respect to the Nyxol and APX3330 programs;
|
• |
Assisting in regulatory matters related to Nyxol and APX3330;
|
• |
Representing the Company at professional meetings, including making presentations of data from the Company’s clinical studies;
|
• |
Contributing to the preparation and submission of publications to medical journals;
|
• |
Assisting the Company in new IP and markets ideas;
|
• |
Speaking to analysts, investors, and strategics as a KOL for due diligence or market education; and
|
• |
Such other services as mutually agreed.
|
Date: May 13, 2022
|
/s/ Mina Sooch
|
|
Name:
|
Mina Sooch
|
|
Title:
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: May 13, 2022
|
/s/ Amy Rabourn
|
|
Name:
|
Amy Rabourn
|
|
Title:
|
Vice President of Finance
|
|
(Principal Financial Officer)
|
/s/ Mina Sooch
|
|
Mina Sooch
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Amy Rabourn
|
|
Amy Rabourn
|
|
Vice President of Finance
|
|
(Principal Accounting Officer)
|
|
Dated: May 13, 2022
|