Ocuphire Pharma Inc
For the period ended Jun 11, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2024 · Filed Apr 29, 2024
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DEF 14A 1 ny20024296x2_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
|---|
| Check the appropriate box: | |||
|---|---|---|---|
| ☐ | | | Preliminary Proxy Statement |
| ☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | | | Definitive Proxy Statement |
| ☐ | | | Definitive Additional Materials |
| ☐ | | | Soliciting Material Under §240.14a-12 |
Ocuphire Pharma, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |||
|---|---|---|---|
| ☒ | | | No fee required. |
| ☐ | | | Fee paid previously with preliminary materials. |
| ☐ | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Dear Stockholder:
Annual Meeting of Stockholders
Date:
June 11, 2024
Time:
4:00 p.m., ET
Place:
Register to attend virtually at https://viewproxy.com/
ocuphire/2024/htype.asp
YOUR VOTE AND THE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING IS IMPORTANT.
Whether or not you virtually attend the Annual Meeting, we strongly encourage you to submit your proxy as promptly as possible by visiting http://www.viewproxy.com/
ocuphire/2024 and entering the 11-digit control number on your proxy card. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote and vote again during the Annual Meeting.
You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Ocuphire Pharma, Inc. (the “Company”) to be held on June 11, 2024 at 4:00 p.m. Eastern Time.
The Annual Meeting will be a completely virtual meeting conducted via live webcast. You may attend the Annual Meeting, vote your shares electronically and submit your questions during the Annual Meeting by visiting http://www.viewproxy.com/ocuphire/2024 and entering your 11-digit control number. Please note that there is no in-person meeting for you to attend.
At the Annual Meeting, we are asking you to:
| | | Elect the seven director nominees named in the Proxy Statement; |
| | | Ratify the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2024; |
| | | Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement; |
| | | Approve, pursuant to the Nasdaq Listing Rules, the potential issuance of shares of common stock to Lincoln Park Capital Fund, LLC in excess of 19.99% of our outstanding common stock; |
| | | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of officers; and |
| | | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 75 million shares to 125 million shares. |
The enclosed Notice of 2024 Annual Meeting of Stockholders and the Proxy Statement describes each of these matters in further detail and provides additional information to be considered when you vote your shares.
Your vote and the representation of your shares at the Annual Meeting is important. Whether or not you virtually attend the Annual Meeting, we strongly encourage you to submit your proxy as promptly as possible by visiting http://www.viewproxy.com/ocuphire/2024 and entering the 11-digit control number on your proxy card. Even if you submit a vote prior to the Annual Meeting, you will still have an opportunity to change your earlier vote and vote again during the Annual Meeting.
Sincerely,
Chief Executive Officer
Notice of 2024 Annual Meeting of Stockholders
Notice of Annual Meeting of Shareholders
Date:
June 11, 2024
Time:
4:00 p.m. ET
Place:
Register to attend virtually at https://viewproxy.com/
ocuphire/2024/htype.asp
YOUR VOTE
IS VERY IMPORTANT.
Please submit your proxy or voting instructions as soon as possible, whether or not you plan to virtually attend the Annual Meeting.
You may attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Ocuphire Pharma, Inc. (the “Company”) via the internet, vote your shares and, after the meeting adjourns, submit a question by first registering at https://viewproxy.com/ocuphire/2024/htype.asp using your Virtual Control Number that is on your proxy card. Your registration must be received by 11:59 p.m. Eastern Time on June 9, 2024. On the day of the Annual Meeting, if you have properly registered, you may log in to attend the Annual Meeting by clicking on the link provided and the password you received by email in your registration confirmation. Further instructions on how to vote are set forth in the accompanying Proxy Statement.
PURPOSE OF MEETING AND AGENDA
At the 2024 Annual Meeting, stockholders will vote to:
| | | Elect the seven director nominees named in the Proxy Statement; |
| | | Ratify the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2024; |
| | | Approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the accompanying Proxy Statement; |
| | | Approve, pursuant to the Nasdaq Listing Rules, the potential issuance of shares of common stock to Lincoln Park Capital Fund, LLC in excess of 19.99% of our outstanding common stock; |
| | | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for the exculpation of officers; and |
| | | Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 75 million shares to 125 million shares. |
Stockholders also will transact any other business that may properly come before the meeting or any adjournment or postponement thereof. The text of the proposed amendments to the Company’s Amended and Restated Certificate of Incorporation is provided in
to the accompanying Proxy Statement, which is incorporated by reference.
WHO CAN VOTE
Stockholders of record at the close of business on April 15, 2024.
VOTING
Your vote is very important. Please submit your proxy or voting instructions as soon as possible, whether or not you plan to virtually attend the Annual Meeting.
ADMISSION TO THE ANNUAL MEETING
To attend the meeting, you will need the 11-digit control number included on your proxy materials.
Sincerely,
Chief Executive Officer
Farmington Hills, Michigan
April 29, 2024
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