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 13, 2022
Ocuphire Pharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware
  
001-34079
  
11-3516358
(State or other jurisdiction
of incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)

37000 Grand River Avenue, Suite 120
Farmington Hills, MI
48335
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code:  (248) 681-9815
N/A
(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):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value
OCUP
Nasdaq Capital Market

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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 15, 2022, the board of directors (the “Board”) of Ocuphire Pharma, Inc. (the “Company”) approved a second amendment (the “Bylaws Amendment”) to the Second Amended and Restated Bylaws of the Company (the “Bylaws”), effective immediately. The Bylaws Amendment amended Section 8 of ARTICLE III of the Bylaws to increase the quorum requirement for all meetings of stockholders of the Company from one-third of the voting power of the outstanding shares of stock entitled to vote to a majority of the voting power of the outstanding shares of stock entitled to vote.
The foregoing description of the Bylaws Amendment is qualified in its entirety by reference to the full text of the Bylaws Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1.

Item 5.07.
Submission of Matters to a Vote of Security Holders.
At the 2022 annual meeting of stockholders of the Company held on June 13, 2022 (the “Annual Meeting”), stockholders (i) elected seven directors to the Company’s Board to serve a one-year term until the 2023 annual meeting of stockholders and (ii) ratified the appointment of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
A total of 11,578,018 shares of the Company’s common stock were present at the meeting in person or by proxy, which represents approximately 60.19% 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

Nominee
  
Votes For
    
Votes Withheld
    
Broker Non-
Votes
  
Mina Sooch
    
6,595,980
      
162,350
      
4,819,688
  
Cam Gallagher
    
6,555,075
      
193,256
      
4,829,687
  
Sean Ainsworth
    
6,441,608
      
316,723
      
4,819,687
  
James Manuso
    
6,595,074
      
163,457
      
4,819,487
  
Richard Rodgers
    
6,595,181
      
163,150
      
4,819,687
  
Susan Benton
    
6,596,181
      
162,150
      
4,819,687
  
Jay Pepose
    
6,594,974
      
163,357
      
4,819,687
  

Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm
Votes For
    
Votes Against
    
Votes Abstain
  
 
11,487,772
      
15,859
      
74,387
  

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
Exhibit Description
     
 
Second Amendment to Second Amended and Restated Bylaws of Ocuphire Pharma, Inc.
104
  
Cover Page Interactive Data File (embedded within Inline XBRL document).

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.

 
OCUPHIRE PHARMA, INC.
 
By:
/s/ Mina Sooch
   
Mina Sooch


Chief Executive Officer
Date: June 17, 2022
    


Exhibit 3.1

SECOND AMENDMENT TO THE
SECOND AMENDED AND RESTATED BYLAWS
of
OCUPHIRE PHARMA, INC.

The Second Amended and Restated Bylaws (the “Bylaws”), of Ocuphire Pharma, Inc., a Delaware corporation, are hereby amended as follows, effective as of June 15, 2022.
1.           Section 8 of ARTICLE III of the Bylaws is hereby amended and restated in its entirety to read as follows:
“Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Amended and Restated Certificate of Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the voting power of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairperson of the meeting or by vote of the holders of a majority of the voting power of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by the Amended and Restated Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of voting power of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute or by applicable stock exchange rules, the Amended and Restated Certificate of Incorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, if applicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute, or by applicable stock exchange rules, or by the Amended and Restated Certificate of Incorporation or these Bylaws, a majority of the voting power of the outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy duly authorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statute or by applicable stock exchange rules or by the Amended and Restated Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of shares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shall be the act of such class or classes or series.”
2.            Except as specifically amended herein, the Bylaws shall remain unchanged and in full force and effect.
[Remainder of page intentionally left blank]

OCUPHIRE PHARMA, INC.
CERTIFICATE OF ADOPTION OF
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED BYLAWS
The undersigned hereby certifies that she is the duly elected, qualified, and acting Secretary of Ocuphire Pharma, Inc., a Delaware corporation, and that the foregoing Second Amendment to the Second Amended and Restated Bylaws constitutes the entire amendment to the Second Amended and Restated Bylaws, as duly adopted by the Board of Directors on June 15, 2022.
    /s/ Mina Sooch  
   
Mina Sooch
  
   
Secretary
  


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