Amended Statement of Ownership (sc 13g/a)
15 February 2022 - 1:53AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G/A
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, 2021
|
(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).
Page
2 of 9
1
|
NAME
OF REPORTING PERSONS
Altium Capital Management, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
IA,
PN
|
|
|
|
|
|
|
|
(1)
|
As
more fully described in Item 4, the Warrants and Series A Warrants are each subject to a 4.99% blocker. However, as more fully
described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be
issuable upon full conversion and exercise of the Reported Warrants and does not give effect to the Warrant Blockers. Therefore,
the actual number of shares of Common Stock beneficially owned by each such Reporting Person, is less than the number of securities
reported in rows (6), (8) and (9).
|
|
(2)
|
Based
on 17,300,481 shares of Common Stock outstanding as of November 10, 2021, as set
forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 12, 2021.
|
Page
3 of 9
1
|
NAME
OF REPORTING PERSONS
Altium Growth Fund, LP
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2105101
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
(1)
|
As
more fully described in Item 4, the Warrants and Series A Warrants are subject to a 4.99% blocker. However, as more fully described
in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full conversion and exercise of the Reported Warrants and does not give effect to the Warrant Blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by each such Reporting Person, is less than the number of securities reported
in rows (6), (8) and (9).
|
|
(2)
|
Based
on 17,300,481 shares of Common Stock outstanding as of November 10, 2021, as set forth in the Issuer’s Form 10-Q filed with
the Securities and Exchange Commission on November 12, 2021.
|
Page
4 of 9
1
|
NAME
OF REPORTING PERSONS
Altium
Growth GP, LLC
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2086430
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware,
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE
VOTING
0
|
|
6
|
SHARED
VOTING POWER
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,615
shares of Common Stock issuable upon the exercise of Warrants(1)
2,678,883
shares of Common Stock issuable upon the exercise of Series A Warrants(1)
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.99%(1)(2)
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
(1)
|
As
more fully described in Item 4, the Warrants and Series A Warrants are subject to a 4.99% blocker. However, as more fully described
in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon
full conversion and exercise of the Reported Warrants and does not give effect to the Warrant Blockers. Therefore, the actual
number of shares of Common Stock beneficially owned by each such Reporting Person, is less than the number of securities reported
in rows (6), (8) and (9).
|
|
(2)
|
Based
on 17,300,481 shares of Common Stock outstanding as of November 10, 2021, as set forth in the Issuer’s Form 10-Q filed with
the Securities and Exchange Commission on November 12, 2021.
|
Page
5 of 9
Item 1(a).
|
|
Name
of Issuer: Ocuphire
Pharma, Inc. (the “Issuer”)
|
|
|
|
Item 1(b).
|
|
Address
of Issuer’s Principal Executive Offices: 37000 Grand River Avenue, Suite 120
Farmington
Hills, MI 48335
|
|
|
|
Item 2(a).
|
|
Name
of Person Filing:
This
statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital
Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered
by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities,
owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities
owned by, the Fund.
Each
reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission
that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner
of any securities covered by this statement.
Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the
purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise
with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities
of the Issuer.
|
|
|
|
Item 2(b).
|
|
Address
of Principal Business Office or, if None, Residence:
|
|
|
The address
of the principal business office of each of the reporting persons is
152 West 57th Street, FL 20, New York, NY 10019
|
|
|
|
Item 2(c).
|
|
Citizenship:
|
|
|
See Item
4 on the cover page(s) hereto.
|
|
|
|
Item 2(d).
|
|
Title
of Class of Securities:
|
|
|
Common Stock,
$0.0001 par value (“Common Stock”)
|
|
|
|
Item 2(e).
|
|
CUSIP
Number: 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:
|
|
|
|
(a)
|
☐
|
Broker or
dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
|
|
|
(b)
|
☐
|
Bank as
defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
Page
6 of 9
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
|
|
|
(e)
|
☐
|
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
☐
|
An employee
benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
(g)
|
☐
|
A parent holding company
or control person in accordance with §240.13d-1(b)(ii)(G);
|
|
|
|
|
|
(h)
|
☐
|
A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
|
|
(i)
|
☐
|
A church plan that is
excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
|
|
|
|
|
|
(j)
|
☐
|
Group, in accordance
with §240.13d-1(b)(1)(ii)(J).
|
|
|
|
|
Item 4.
|
Ownership.
|
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is
set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference
for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based
on 17,300,481 shares of Common Stock outstanding as of November 10, 2021, as set forth in the Issuer’s Form 10-Q
filed with the Securities and Exchange Commission on November 12, 2021.
Pursuant
to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Warrants and
Series A Warrants (the “Reported Warrants”). The Reporting Persons cannot exercise the Reported Warrants to the extent
the Reporting Persons would beneficially own, after any such exercise, more than 4.99% of the outstanding shares of Common Stock
(the “Warrant Blocker”). The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect
to the Warrant Blockers.
|
Page
7 of 9
Item 5.
|
Ownership of Five Percent
or Less of a Class.
|
|
|
|
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following ☒
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf
of Another Person.
|
|
Not applicable
|
|
|
Item 7.
|
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
Not applicable
|
|
|
Item 8.
|
Identification and Classification of Members
of the Group.
|
|
Not applicable
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
Not applicable
|
|
|
Item 10.
|
Certification.
|
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
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 11, 2022
|
|
|
|
|
|
|
Altium Capital Management, LP
|
|
|
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
|
Name:
|
Jacob Gottlieb
|
|
|
Title:
|
CEO
|
|
|
|
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Altium Growth Fund, LP
|
|
|
|
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|
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By: Altium Growth GP, LLC
|
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Its: General Partner
|
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Signature:
|
/s/ Jacob Gottlieb
|
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Name:
|
Jacob Gottlieb
|
|
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Title:
|
Managing Member of Altium Growth GP, LLC
|
|
|
|
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Altium Growth GP, LLC
|
|
|
|
|
|
|
By:
|
/s/ Jacob Gottlieb
|
|
|
Name:
|
Jacob Gottlieb
|
|
|
Title:
|
Managing Member
|
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Page
8 of 9
EXHIBIT
INDEX
|
EXHIBIT 1
|
Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
|
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