UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ________

Commission File Number: 001-34079

Ocuphire Pharma, Inc.

(Exact name of Registrant as specified in its charter)

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)

Registrant’s Telephone Number, Including Area Code: (248) 957-9024

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

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 per share		OCUP		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Non-accelerated filer	☒
Accelerated filer	☐	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of outstanding shares of the registrant’s common stock as of August 9, 2023 was 21,008,036.

OCUPHIRE PHARMA, INC.

FORM 10-Q

INDEX

		Page
	PART 1 – FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	2
	Condensed Statements of Comprehensive Loss for the three and six months ended June 30, 2023 and 2022 (unaudited)	3
	Condensed Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022 (unaudited)	4
	Condensed Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	5
	Notes to Condensed Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32

	PART II – OTHER INFORMATION
		32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33

SIGNATURES		34

Index

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

Ocuphire Pharma, Inc.

Condensed Balance Sheets

(in thousands, except share amounts and par value)

	As of
	June 30, 2023 (unaudited)			December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	39,977		$	42,634
Accounts receivable (Note 9)		135			1,298
Contract assets and unbilled receivables (Note 9)		2,595			3,552
Prepaids and other current assets		732			1,453
Short-term investments		22			49
Total current assets		43,461			48,986
Property and equipment, net		4			6
Total assets	$	43,465		$	48,992

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	2,323		$	1,069
Accrued expenses		3,438			1,684
Total current liabilities		5,761			2,753
Total liabilities		5,761			2,753

Commitments and contingencies (Note 3 and Note 8)

Stockholders’ equity
Preferred stock, par value $0.0001; 10,000,000 shares authorized as of June 30, 2023 and December 31, 2022; no shares issued and outstanding at June 30, 2023 and December 31, 2022.		—			—
Common stock, par value $0.0001; 75,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 20,985,784 and 20,861,315 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively.		2			2
Additional paid-in capital		119,934			117,717
Accumulated deficit		(82,232	)		(71,480	)
Total stockholders’ equity		37,704			46,239
Total liabilities and stockholders’ equity	$	43,465		$	48,992

See accompanying notes.

Index

Ocuphire Pharma, Inc.

Condensed Statements of Comprehensive Loss

(in thousands, except share and per share amounts)

(Unaudited)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
License and collaborations revenue	$	3,674		$	—		$	5,423		$	—

Operating expenses:
General and administrative		4,340			1,776			6,625			3,512
Research and development		4,723			3,162			10,318			7,934
Total operating expenses		9,063			4,938			16,943			11,446
Loss from operations		(5,389	)		(4,938	)		(11,520	)		(11,446	)
Interest expense		—			(4	)		—			(9	)
Other income (expense), net		428			15			768			(67	)
Loss before income taxes		(4,961	)		(4,927	)		(10,752	)		(11,522	)
Benefit (provision) for income taxes		—			—			—			—
Net loss		(4,961	)		(4,927	)		(10,752	)		(11,522	)
Other comprehensive loss, net of tax		—			—			—			—
Comprehensive loss	$	(4,961	)	$	(4,927	)	$	(10,752	)	$	(11,522	)
Net loss per share:
Basic and diluted (Note 10)	$	(0.24	)	$	(0.25	)	$	(0.51	)	$	(0.60	)
Number of shares used in per share calculations:

SEC Form 10-Q filed by Ocuphire Pharma Inc.