SEC Form SC 13G/A filed by Ocuphire Pharma Inc. (Amendment)
$OCUP
Biotechnology: Pharmaceutical Preparations
Health Care
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
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1
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NAMES OF REPORTING PERSONS
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Mina Sooch
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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1,187,352 (1)
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SHARED VOTING POWER
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0
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SOLE DISPOSITIVE POWER
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1,187,352 (1)
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SHARED DISPOSITIVE POWER
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,187,352 (1)
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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5.5% (See Item 4 herein)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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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.
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END OF COVER PAGE
2
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Item 1.
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(a) |
Name of Issuer.
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Ocuphire Pharma, Inc.
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Address of issuer’s principal executive offices.
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37000 Grand River Avenue, Suite 120, Farmington Hills, MI 48335
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Item 2.
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(a) |
Name of person filing (the “Reporting Person”).
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Mina Sooch
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Address or principal business office or, if none, residence.
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The address for the Reporting Person is 37000 Grand River Avenue, Suite 120
Farmington Hills, MI 48335.
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Citizenship.
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Ms. Sooch is a citizen of the United States of America.
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Title of class of securities.
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Common Stock, $0.0001 par value
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CUSIP No.
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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:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).
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(f)
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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(h)
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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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).
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(j)
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
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(k)
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
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Item 4.
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Ownership.
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(c)
Number of Shares as to which the person has:
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Name
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(a)
Amount
Beneficially
Owned
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(b)
Percent of Class*
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Sole Power to
Vote or to
Direct the
Vote |
Shared
Power to
Vote or to
Direct the
Vote
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Sole Power to
Dispose or to
Direct the
Disposition of
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Shared Power to
Dispose or to
Direct the
Disposition of
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Mina Sooch
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1,187,352 (1)
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5.5%
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1,187,352 (1)
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0
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1,187,352 (1)
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0
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(1)
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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.
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* 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).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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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 |
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| Mina Sooch |
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