OCUP / Opus Genetics, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Employment Agreement

Exhibit 10.1 Employment Agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Opus genetics inc., a Delaware corporation (the “Company”) and Robert Gagnon (the “Employee”) is executed as of August 29, 2025 (the “Execution Date”). Recitals Whereas, the Company and the Employee desire to enter into this Agreement to embody the terms of the Employee’s relationship as the Company’s Chi

Opus Genetics Appoints Rob Gagnon as Chief Financial Officer

Exhibit 99.1 Opus Genetics Appoints Rob Gagnon as Chief Financial Officer RESEARCH TRIANGLE PARK, N.C., Sept. 02, 2025 - Opus Genetics, Inc. (Nasdaq: IRD), a clinical-stage biopharmaceutical company developing gene therapies for inherited retinal diseases (IRDs) and small molecule therapies for other ophthalmic disorders, today announced the appointment of Rob Gagnon, CPA, MBA, as Chief Financial

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): August 29, 2025 Opus Genetics, In

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): August 29, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fil

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): August 25, 2025 Opus Genetics, In

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): August 25, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fil

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): August 13, 2025 Opus Genetics, In

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): August 13, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fil

Opus Genetics Announces Financial Results for Second Quarter 2025 and Provides Corporate Update - Positive 12-month Phase 1/2 clinical data in adult cohort and early pediatric clinical data support potential for meaningful vision restoration with OPG

Exhibit 99.1 Opus Genetics Announces Financial Results for Second Quarter 2025 and Provides Corporate Update - Positive 12-month Phase 1/2 clinical data in adult cohort and early pediatric clinical data support potential for meaningful vision restoration with OPGx-LCA5 - - FDA grants Regenerative Medicine Advanced Therapy (RMAT) designation for OPGx-LCA5 - - Positive topline results reported from

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Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***]. CONFIDENTIAL June 13, 2025 (“Effective Date”) George Magrath, M.D. Chief Executive Officer Opus Genetics, Inc. 8 Davis Drive, Suite 220 Durham, NC 27709 Maxim

FUNDING AND LICENSE AGREEMENT by and among Opus Genetics, Inc., OpusTX, LLC, Eyes On The Future, The RDH12 Fund for Sight Dated July 22, 2025 TABLE OF CONTENTS

Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***]. Execution Version FUNDING AND LICENSE AGREEMENT by and among Opus Genetics, Inc., OpusTX, LLC, Eyes On The Future, and The RDH12 Fund for Sight Dated July 22,

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, 2025 ☐ TRANSITION REPORT PURS

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, 2025 OR ☐ 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 Opus Genetics, Inc.

Opus Genetics and the Global RDH12 Alliance Partner to Advance RDH12 Gene Therapy for Inherited Childhood Blindness

Exhibit 99.1 Opus Genetics and the Global RDH12 Alliance Partner to Advance RDH12 Gene Therapy for Inherited Childhood Blindness - Collaboration aims to accelerate development of OPGx-RDH12, a gene therapy for RDH12-associated Leber congenital amaurosis (RDH12-LCA) RESEARCH TRIANGLE PARK, N.C., July 23, 2025 (GLOBE NEWSWIRE) - Opus Genetics, Inc. (Nasdaq: IRD), a clinical-stage biopharmaceutical c

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): July 22, 2025 Opus Genetics, Inc.

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): July 22, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

Up to $17,356,082 of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-276462 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated January 13, 2025 and Prospectus dated January 23, 2024) Up to $17,356,082 of Common Stock This prospectus supplement amends and supplements the information in the prospectus supplement, dated January 13, 2025, filed with the Securities and Exchange Commission as part of our registrati

Opus Genetics Announces VEGA-3 Phase 3 Trial Met its Primary Endpoint for Phentolamine Ophthalmic Solution 0.75% for the Treatment of Presbyopia

Exhibit 99.1 Opus Genetics Announces VEGA-3 Phase 3 Trial Met its Primary Endpoint for Phentolamine Ophthalmic Solution 0.75% for the Treatment of Presbyopia • Study met its primary and key secondary endpoints, demonstrating rapid and sustained improvement in near visual acuity • Safety profile consistent with previous clinical trials and no treatment-related serious adverse events reported in the

Financial Statements and Exhibits, Other Events

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 26, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 25, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

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 23, 2025 Opus Genetics, Inc.

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 23, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

Opus Genetics Awarded Non-Dilutive Funding from the RD Fund to Support Preclinical Development of OPGx-MERTK Program

Exhibit 99.1 Opus Genetics Awarded Non-Dilutive Funding from the RD Fund to Support Preclinical Development of OPGx-MERTK Program RESEARCH TRIANGLE PARK, N.C., June 23, 2025 - Opus Genetics, Inc. (Nasdaq: IRD), a clinical-stage ophthalmic biopharmaceutical company developing gene therapies for the treatment of inherited retinal diseases (IRDs) and small molecule therapies for other ophthalmic diso

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, 2025 Opus Genetics, Inc.

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, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

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 March 31, 2025 ☐ TRANSITION REPORT PUR

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 March 31, 2025 OR ☐ 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 Opus Genetics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File N

Opus Genetics Announces Financial Results for First Quarter 2025 and Provides Corporate Update

Exhibit 99.1 Opus Genetics Announces Financial Results for First Quarter 2025 and Provides Corporate Update ARVO presentation highlights 12-month results from Phase 1/2 study that support potential of OPGx-LCA5 gene therapy to restore meaningful vision Pediatric cohort of LCA5 study ongoing with initial multi-patient data anticipated in Q3 2025 OPGx-BEST1 on track for IND filing and initiation of

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): April 30, 2025 Opus Genetics, Inc

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): April 30, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No.) 1. Name of the Registrant: Opus Genetics, Inc. 2. Name of Person Relying on Exemption: Mina Sooch 3. Address of Person Relying on Exemption: 6894 Lakemont Circle West Bloomfield, Michigan 48323 4. Written Materials. The following written material

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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)) ☐ Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

Opus Genetics, Inc. 8 Davis Drive, Suite 220 Durham, North Carolina

Opus Genetics, Inc. 8 Davis Drive, Suite 220 Durham, North Carolina April 9, 2025 VIA EDGAR Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Joshua Gorsky; Joe McCann Re: Opus Genetics, Inc. Registration Statement on Form S-3 File No. 333-285038 Dear Messrs. Gorsky and McCann, Reference is made to the le

As filed with the Securities and Exchange Commission on April 7, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on April 7, 2025 Registration No.

SIDLEY AUSTIN LLP

SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX AMERICA • ASIA PACIFIC • EUROPE +1 312 853 7881 ANDREA.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

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)) ☐

SIDLEY AUSTIN LLP

SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX +1 312 853 7881 AMERICA • ASIA PACIFIC • EUROPE ANDREA.

Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-276462 PROSPECTUS SUPPLEMENT (To prospectus dated January 23, 2024) Shares of Common Stock This prospectus supplement amends, supplements, and supersedes our prospectus dated January 23, 2024, relating to a purchase agreement, dated August 10, 2023 (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC, or Lincoln Park. The Purchase Agr

Termination of a Material Definitive Agreement

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): April 2, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. ) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment No. ) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ⊠ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Exhibit 4.12

Exhibit 4.12 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of securities of Opus Genetics, Inc. (the “Company,” “we,” “our,” or “us”) provides a summary of the rights of our capital stock as well as certain provisions of our Restated Certificate of Incorporation, as amended (our “Certificate of Incorpor

AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW

Exhibit 10.30.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] AMENDMENT NO. 1 TO EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW This Amendment No. 1 to Exclusive License Agreement with Know-How (“Amendment”) is made effecti

LIST OF SUBSIDIARIES Subsidiaries of Opus Genetics, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiaries of Opus Genetics, Inc. Subsidiaries Jurisdiction of Incorporation Orange Merger Sub II, LLC Delaware

OCUPHIRE PHARMA, INC. INSIDER TRADING COMPLIANCE POLICY Effective June 11, 2024

Exhibit 19 OCUPHIRE PHARMA, INC. INSIDER TRADING COMPLIANCE POLICY Effective June 11, 2024 This Insider Trading Compliance Policy (this “Policy”) consists of four sections: Section I provides an overview; Section II sets forth the policies of Ocuphire Pharma, Inc., a Delaware corporation (the “Company”) prohibiting insider trading; Section III explains insider trading; and Section IV consists of v

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34079 Opus Genetics, Inc. (Exact

Opus Genetics Announces Financial Results for Full Year 2024

Exhibit 99.1 Opus Genetics Announces Financial Results for Full Year 2024 Provides update on the Company’s transformation and promising portfolio of innovative gene therapy treatments for inherited retinal diseases Strong cash position with $21.5 million financing to supplement $30.3 million year-end balance New capital supports delivery on key milestones for two lead gene therapy candidates OPGx-

ASSIGNMENT CONSENT AGREEMENT AND THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW Signature Page

Exhibit 10.30.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] EXECUTION VERSION CONFIDENTIAL ASSIGNMENT CONSENT AGREEMENT AND THIRD AMENDMENT TO THE EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW Signature Page LICENSE CONT

EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW Agreement No: L2011 By and among The Trustees of the University of Pennsylvania The University of Florida Research Foundation, Incorporated, acting as a single party (the “Licensors”) Ophthotech Corporation (

Exhibit 10.30 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] Execution Version EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW Agreement No: L2011 By and among The Trustees of the University of Pennsylvania And The University

AMENDMENT NO. 4 TO EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW

Exhibit 10.30.4 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] AMENDMENT NO. 4 TO EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW This Amendment No. 4 to Exclusive License Agreement with Know-How (“Amendment”) is made effecti

AMENDED AND RESTATED LICENSE AGREEMENT DATED AS OF JUNE 15, 2022 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA OPUS GENETICS INC. TABLE OF CONTENTS

Exhibit 10.31 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] Final Execution Copy AMENDED AND RESTATED LICENSE AGREEMENT DATED AS OF JUNE 15, 2022 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND OPUS G

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 31, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

NON-EXCLUSIVE LICENSE AGREEMENT DATED AS OF MARCH 2, 2023 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA OPUS GENETICS, INC. TABLE OF CONTENTS

Exhibit 10.33 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] NON-EXCLUSIVE LICENSE AGREEMENT DATED AS OF MARCH 2, 2023 BY AND BETWEEN THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA AND OPUS GENETICS, INC. TABLE OF CONTE

AMENDMENT NO. 2 TO EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW

Exhibit 10.30.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] AMENDMENT NO. 2 TO EXCLUSIVE LICENSE AGREEMENT WITH KNOW-HOW This Amendment No. 2 to Exclusive License Agreement with Know-How (“Amendment”) is made effecti

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MARCH 31, 2025

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MARCH 31, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ASSET PURCHASE AGREEMENT by and between IVERIC BIO GENE THERAPY LLC OPUS GENETICS INC. TABLE OF CONTENTS

Exhibit 10.32 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS [***] EXECUTION VERSION CONFIDENTIAL ASSET PURCHASE AGREEMENT by and between IVERIC BIO GENE THERAPY LLC and OPUS GENETICS INC. TABLE OF CONTENTS Article I DEFINITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

Unregistered Sales of Equity Securities, Other Events

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): March 21, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

12,219,736 Shares of Common Stock Warrants to Purchase up to 21,052,631 Shares of Common Stock Pre-Funded Warrants to Purchase 8,832,895 Shares of Common Stock Up to 29,885,526 Shares of Common Stock underlying the Warrants and Pre-Funded Warrants

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-276462 PROSPECTUS SUPPLEMENT (to Prospectus dated January 23, 2024)   12,219,736 Shares of Common Stock Warrants to Purchase up to 21,052,631 Shares of Common Stock Pre-Funded Warrants to Purchase 8,832,895 Shares of Common Stock Up to 29,885,526 Shares of Common Stock underlying the Warrants and Pre-Funded Warrants We are off

12,219,736 SHARES OF COMMON STOCK, 8,832,895 PRE-FUNDED WARRANTS AND 21,052,631 WARRANTS OF OPUS GENETICS, INC. UNDERWRITING AGREEMENT

Exhibit 1.1 12,219,736 SHARES OF COMMON STOCK, 8,832,895 PRE-FUNDED WARRANTS AND 21,052,631 WARRANTS OF OPUS GENETICS, INC. UNDERWRITING AGREEMENT March 21, 2025 Craig-Hallum Capital Group LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Craig-Hallum Capital Group LLC 222 South Ninth Street, Suite 350 Minneapolis, MN 55402 Ladies and Gentlemen: The unde

COMMON STOCK PURCHASE WARRANT OPUS GENETICS, INC

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT OPUS GENETICS, INC CUSIP: 68406B Warrant Shares: Initial Exercise Date: March 24, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (

PRE-FUNDED COMMON STOCK PURCHASE WARRANT OPUS GENETICS, INC

Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT OPUS GENETICS, INC Warrant Shares: Initial Exercise Date: March 24, 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Opus Genetics, Inc.

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated March 21, 2025 Relating to Preliminary Prospectus Supplement dated March 21, 2025 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

PREC14A 1 prec14a1439000203202025.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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: ☒

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MARCH 21, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION (Amendment

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MARCH 21, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

The information contained in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchang

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-276462 The information contained in this preliminary prospectus supplement is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement is not an offer t

Results of Operations and Financial Condition

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): March 20, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MARCH 20, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Stat

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION – DATED MARCH 20, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): March 19, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File Num

Amended and Restated Bylaws of Opus Genetics, Inc., effective as of March 19, 2025

OPUS GENETICS, INC. 8-K Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF OPUS GENETICS, INC. (A DELAWARE CORPORATION) March 19, 2025 ARTICLE I. OFFICES Section 1. Registered Office. The registered office of OPUS GENETICS, INC., a Delaware corporation (the “Corporation”) in the State of Delaware shall be in the City of Wilmington, County of New Castle. Section 2. Other Office. The Corporation shall also

Delivering on the Promise of Gene Therapy for Rare Inherited Retinal Diseases Braydon, RDH12 patient Market Landscape & Commercial Opportunity D i s e a s e O v e r v i e w Most early-onset and severe form of all IRDs; severe vision loss during infan

Issuer Free Writing Prospectus dated March 20, 2025 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated March 20, 2025 Registration No.

Other Events

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): March 4, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on February 18, 2025

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 18, 2025 Registration No.

Calculation of Filing Fee Tables Form S-3 (Form Type) Opus Genetics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Opus Genetics, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 ☐ Confide

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 17, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

Amended and Restated Employment Agreement

Exhibit 10.1 Amended and Restated Employment Agreement THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) by and between Opus Genetics, Inc., a Delaware corporation (the “Company”), and George Magrath (the “Executive”) is entered into by the Company and the Executive and made effective as of January 17, 2025 (the “Effective Date”). Recitals Whereas, the Company and the Executive are

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) between Opus Genetics, Inc., a Delaware corporation (the “Company”), and Nirav Jhaveri (the “Executive”) is entered into and made effective as of January 17, 2025 (the “Amendment Date”). WITNESSETH WHEREAS, the Company and Executive entered into that certain Employment Agreement,

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): January 23, 2025 Opus Genetics, I

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): January 23, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

Financial Statements and Exhibits, Other Events

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): January 13, 2025 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

OPUS GENETICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT

Exhibit 1.1 OPUS GENETICS, INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT January 13, 2025 LEERINK PARTNERS LLC 1301 Avenue of the Americas, 5th Floor New York, New York 10019 Ladies and Gentlemen: Opus Genetics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows: 1. Issuance and Sal

Up to $40,000,000 Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-276462  PROSPECTUS SUPPLEMENT (To Prospectus Dated January 23, 2024)   Up to $40,000,000 Common Stock We have entered into a sales agreement (the “sales agreement”) with Leerink Partners LLC (“Leerink Partners”) relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement. In accor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 Opus Genetics,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 22, 2024 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission

Condensed Financial Statements For the Nine Months Ended September 30, 2024

Exhibit 99.2 Opus Genetics Inc. Condensed Financial Statements For the Nine Months Ended September 30, 2024 1 Opus Genetics Inc. INDEX TO CONDENSED FINANCIAL STATEMENTS Condensed Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 3 Condensed Statement of Operations and Comprehensive Loss (unaudited) 4 Condensed Statement of Changes in Convertible Preferred Stock and Stockhol

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA As of September 30, 2024 For the nine months ended September 30, 2024 and the year ended December 31, 2023

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA As of September 30, 2024 For the nine months ended September 30, 2024 and the year ended December 31, 2023 (Unaudited) Table of Contents Introduction 1 Unaudited Pro Forma Condensed Combined Balance Sheet 3 As of September 30, 2024 3 Unaudited Pro Forma Condensed Combined Income Statement 4 For the Nine Months Ended September 30, 2

Opus Genetics Inc. Financial Statements Year Ended December 31, 2023 With Report of Independent Auditors

Exhibit 99.1 Opus Genetics Inc. Financial Statements Year Ended December 31, 2023 With Report of Independent Auditors 1 Opus Genetics Inc. INDEX TO FINANCIAL STATEMENTS Report of Independent Auditors 3 Balance Sheet 5 Statement of Operations and Comprehensive Loss 6 Statement of Changes in Convertible Preferred Stock and Stockholders’ Deficit 7 Statement of Cash Flows 8 Notes to Financial Statemen

Opus Genetics Announces Financial Results for Third Quarter 2024 and Provides Corporate Update

Exhibit 99.1 Opus Genetics Announces Financial Results for Third Quarter 2024 and Provides Corporate Update In October, Ocuphire Pharma acquired Opus Genetics, creating a leading, clinical-stage company focused on the development of gene therapy treatments for rare inherited retinal diseases (IRDs) The pro forma cash balance of the combined company was approximately $37 million as of September 30,

SECOND AMENDMENT TO OCUPHIRE PHARMA, INC. 2021 INDUCEMENT PLAN

Exhibit 10.3 SECOND AMENDMENT TO OCUPHIRE PHARMA, INC. 2021 INDUCEMENT PLAN WHEREAS, Ocuphire Pharma, Inc. (the “Company”) has heretofore adopted the Ocuphire Pharma, Inc. 2021 Inducement Plan, as amended (the “Plan”); and WHEREAS, the Company wishes to amend the Plan to increase the number of shares of common stock of the Company, par value $0.0001 per share, available for issuance under the Plan

CONSULTING AGREEMENT

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made as of October 22, 2024 (the “Effective Date”), between Ocuphire Pharma, Inc., a Delaware corporation, having a principal place of business at 37000 Grand River Avenue, Suite 120, Farmington Hills, Michigan 48335 (the “Company”), and Jean Bennett, M.D., Ph.D., having an address at 182 Fishers Road, Bryn Mawr, PA

Employment Agreement

Exhibit 10.1 Employment Agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Benjamin R. Yerxa, Ph.D. (the “Executive”) is signed by the Company and the Executive on October 22, 2024 (the “Effective Date”). Recitals Whereas, the Executive and Opus Genetics Inc. (“Opus”) are parties to that certain Employment Agreem

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 September 30, 2024 ☐ TRANSITION REPORT

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 September 30, 2024 OR ☐ 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 Opus Genetics, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 12, 2024 Opus Genetics, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission F

SECOND AMENDMENT TO OCUPHIRE PHARMA, INC. 2021 INDUCEMENT PLAN

Exhibit 4.6 SECOND AMENDMENT TO OCUPHIRE PHARMA, INC. 2021 INDUCEMENT PLAN WHEREAS, Ocuphire Pharma, Inc. (the “Company”) has heretofore adopted the Ocuphire Pharma, Inc. 2021 Inducement Plan, as amended (the “Plan”); and WHEREAS, the Company wishes to amend the Plan to increase the number of shares of common stock of the Company, par value $0.0001 per share, available for issuance under the Plan;

As filed with the Securities and Exchange Commission on November 4, 2024

As filed with the Securities and Exchange Commission on November 4, 2024 Registration No.

Calculation of Filing Fee Table FORM S-8 (Form Type) OPUS GENETICS, INC. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

EXHIBIT 107 Calculation of Filing Fee Table FORM S-8 (Form Type) OPUS GENETICS, INC.

OCUP / Opus Genetics, Inc. / Foundation Fighting Blindness Retinal Degeneration Fund - SC 13D Activist Investment

SC 13D 1 d856407dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Opus Genetics, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 67577R102 (CUSIP Number) Russell Kelley, Managing Director Foundation Fighting Blindness Retinal Degeneration F

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets

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): October 22, 2024 OCUPHIRE PHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OCUPHIRE PHARMA, INC.

Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF OCUPHIRE PHARMA, INC. Ocuphire Pharma, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that: ONE: The name of the corporation is Ocuphire Pharma, Inc. (the “Company”). TWO: The Company’s original Certificate of

Delivering on the Promise of Ophthalmic Gene Therapy for Rare Inherited Retinal Diseases October 2024 Braydon, RDH12 patient This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1

Exhibit 99.2 Delivering on the Promise of Ophthalmic Gene Therapy for Rare Inherited Retinal Diseases October 2024 Braydon, RDH12 patient This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning expectations regarding our cash runway, data from and future

OCUPHIRE PHARMA, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware

Exhibit 3.1 OCUPHIRE PHARMA, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A NON-VOTING CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Ocuphire Pharma, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by th

Ocuphire Pharma Announces Acquisition of Opus Genetics Acquisition creates a leading, clinical-stage company focused on the development of gene therapy treatments for rare inherited retinal degenerations New OPGx-LCA5 Phase 1/2 6-month data demonstra

Exhibit 99.1 Ocuphire Pharma Announces Acquisition of Opus Genetics Acquisition creates a leading, clinical-stage company focused on the development of gene therapy treatments for rare inherited retinal degenerations New OPGx-LCA5 Phase 1/2 6-month data demonstrate safety and visual improvement in early onset retinal degeneration Additional clinical data in LCA5 pediatric patients and BEST1 patien

AMENDED AND RESTATED BYLAWS OPUS GENETICS, INC. (A DELAWARE CORPORATION) OCTOBER 23, 2024

Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF OPUS GENETICS, INC. (A DELAWARE CORPORATION) OCTOBER 23, 2024 Table of Contents Page ARTICLE I. OFFICES 1 Section 1. Registered Office. 1 Section 2. Other Office. 1 ARTICLE II. CORPORATE SEAL 1 Section 3. Corporate Seal. 1 ARTICLE III. STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings. 1 Section 5. Annual Meetings. 1 Section 6. Special Meetings. 11 Se

AGREEMENT AND PLAN OF MERGER OCUPHIRE PHARMA, INC. a Delaware corporation; ORANGE MERGER SUB I, INC., a Delaware corporation; ORANGE MERGER SUB II, LLC, a Delaware limited liability company; OPUS GENETICS INC. a Delaware corporation Dated as of Octob

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: OCUPHIRE PHARMA, INC. a Delaware corporation; ORANGE MERGER SUB I, INC., a Delaware corporation; ORANGE MERGER SUB II, LLC, a Delaware limited liability company; and OPUS GENETICS INC. a Delaware corporation Dated as of October 22, 2024 THIS MERGER AGREEMENT IS SUBJECT TO REVISION BY THE PARTIES AT ANY TIME AND MUST BE KEPT CONFIDENTIAL IN ACCORDANCE

RESTATED CERTIFICATE OF INCORPORATION OCUPHIRE PHARMA, INC.

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF OCUPHIRE PHARMA, INC. The present name of the corporation is Ocuphire Pharma, Inc. (the “Corporation”). The Corporation was incorporated under the name “CRS Delaware, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on January 14, 2005. This Restated Certificate of Incorporatio

Ocuphire Pharma Announces Financial Results for Second Quarter 2024 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for Second Quarter 2024 and Provides Corporate Update VEGA-3 Phase 3 Study of Phentolamine Ophthalmic Solution in Presbyopia is Recruiting Patients with Top-Line Data Expected in 2025 LYNX-2 Phase 3 Study of Phentolamine Ophthalmic Solution Continues Enrollment with Top-Line Data Expected in 2025 Preparatory Steps Towards Phase 2/3 with APX3

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, 2024 ☐ TRANSITION REPORT PURS

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, 2024 OR ☐ 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.

OCUPHIRE PHARMA, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective Date: June 11, 2024

Exhibit 10.1 OCUPHIRE PHARMA, INC. THIRD AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective Date: June 11, 2024 Each member of the Board of Directors (the “Board”) of OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will receive the comp

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): August 13, 2024 Ocuphire Pharma,

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): August 13, 2024 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission F

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 11, 2024 Ocuphire Pharma, In

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 11, 2024 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fil

CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OCUPHIRE PHARMA, INC. (Pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF OCUPHIRE PHARMA, INC. (Pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware) Ocuphire Pharma, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Delaware G

THIRD AMENDED AND RESTATED BYLAWS OCUPHIRE PHARMA, INC. (A DELAWARE CORPORATION) JUNE 11, 2024

Exhibit 3.2 THIRD AMENDED AND RESTATED BYLAWS OF OCUPHIRE PHARMA, INC. (A DELAWARE CORPORATION) JUNE 11, 2024 Table of Contents Page ARTICLE I. OFFICES 1 Section 1. Registered Office. 1 Section 2. Other Office. 1 ARTICLE II. CORPORATE SEAL 1 Section 3. Corporate Seal. 1 ARTICLE III. STOCKHOLDERS’ MEETINGS 1 Section 4. Place of Meetings. 1 Section 5. Annual Meetings. 1 Section 6. Special Meetings.

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.  )

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)) ☐ Defi

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): May 10, 2024 Ocuphire Pharma, Inc

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): May 10, 2024 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2024 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

AMENDMENT NO. 3 TO CONSULTING AGREEMENT

Exhibit 10.1 AMENDMENT NO. 3 TO CONSULTING AGREEMENT This AMENDMENT NO. 3 (“Amendment No. 3”) to the CONSULTING AGREEMENT dated April 1, 2022, as amended on September 19, 2022, (the “Agreement”) between Ocuphire Pharma, Inc., a Delaware corporation having its principal place of business at 37000 Grand River Avenue, Suite 120, Farmington Hills, Michigan 48335 (the “Company”), and Jay S. Pepose, M.D

Ocuphire Pharma Announces Financial Results for First Quarter 2024 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for First Quarter 2024 and Provides Corporate Update FARMINGTON HILLS, Mich., May 10, 2024 (GLOBE NEWSWIRE) – Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical-stage ophthalmic biopharmaceutical company focused on developing small molecule therapies for the treatment of patients with retinal and refractive eye disorders, today announced finan

NPDR Subset Analysis of ZETA-1 Phase 2 Trial A moderate to severe NPDR-qualifying subgroup analysis to inform future clinical trials NPDR, non-proliferative diabetic retinopathy. Primary endpoint: % of subjects with a ≥ 2 step improvement in monocula

Exhibit 99.1 NPDR Subset Analysis of ZETA-1 Phase 2 Trial A moderate to severe NPDR-qualifying subgroup analysis to inform future clinical trials NPDR, non-proliferative diabetic retinopathy. Primary endpoint: % of subjects with a ≥ 2 step improvement in monocular ETDRS DRSS at Week 24 Study eye: DR graded moderately severe to severe NPDR or mild PDR (monocular DRSS 47, 53, or 61) Fellow eye: No e

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 March 31, 2024 ☐ TRANSITION REPORT PUR

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 March 31, 2024 OR ☐ 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.

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.   )

TABLE OF CONTENTS 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 Ru

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.   )

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)) ☐

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.   )

TABLE OF CONTENTS 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 Rul

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): April 11, 2024 Ocuphire Pharma, I

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): April 11, 2024 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made as of April 11, 2024 (the “Effective Date”), between Ocuphire Pharma, Inc., a Delaware corporation, having a principal place of business at 37000 Grand River Avenue, Suite 120, Farmington Hills, Michigan 48335 (the “Company”), and Jay S. Pepose, M.D., having an address at 1125 Templeton Place, Chesterfield MO, 6

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): March 27, 2024 Ocuphire Pharma, I

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): March 27, 2024 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the End-of-Phase 2 meeting with the FDA to align

O c u p h i r e I n v e s t o r P r e s e n t a t i o n M a r c h 2 0 2 4 Exhibit 99.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 8, 2024 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fil

Investor Relations

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for Fourth Quarter and Full Year 2023 and Provides Corporate Update FARMINGTON HILLS, Mich., March 8, 2024 (GLOBE NEWSWIRE) – Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical-stage biopharmaceutical company focused on developing and commercializing small-molecule therapies for the treatment of retinal and refractive eye disorders, today anno

LIST OF SUBSIDIARIES Subsidiaries of Ocuphire Pharma, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiaries of Ocuphire Pharma, Inc. Subsidiaries Jurisdiction of Incorporation None

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34079 Ocuphire Pharma, Inc. (Exac

FIFTH LEASE AMENDMENT

Exhibit 10.5.5 FIFTH LEASE AMENDMENT This Lease Amendment made this 29th day of November, 2023 by and between DUKE & DUKE, a Limited Partnership, of 37000 Grand River Avenue, Suite 360, Farmington Hills, MI 48335, as "Landlord" and Ocuphire Pharma, Inc. of 37000 Grand River Avenue, Suite 120, Farmington Hills, MI 48335, as "Tenant”. WITNESSETH WHEREAS, on or about May 19th, 2019, Landlord and Tena

Ocuphire Pharma, Inc. Compensation Recovery Policy

Exhibit 97 Ocuphire Pharma, Inc. Compensation Recovery Policy Adopted and approved on September 12, 2023 and Effective as of September 12, 2023 1. PURPOSE. OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”) is committed to promoting high standards of honest and ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company ha

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): February 12, 2024 Ocuphire Pharma

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): February 12, 2024 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.2 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Nirav Jhaveri (the “Executive”) is entered into and made effective as of February 12, 2024 (the “Amendment Date”). Recitals Whereas, the Company and the Executive entered into an Employment Agreement, effecti

Up to $50,000,000 of Shares of Common Stock and 246,792 Shares of Common Stock

TABLE OF CONTENTS PROSPECTUS   Up to $50,000,000 of Shares of Common Stock and 246,792 Shares of Common Stock This purchase agreement prospectus relates to the issuance and sale of up to $50,000,000 of shares of our common stock (“Purchase Shares”) that we may sell to Lincoln Park Capital Fund, LLC (“Lincoln Park”), from time to time pursuant to a purchase agreement, dated August 10, 2023 (the “Purchase Agreement”), that we have entered into with Lincoln Park, and an additional 246,792 shares of our common stock (the “Commitment Shares”) issued to Lincoln Park as commitment shares under the Purchase Agreement.

Employment Agreement

Exhibit 10.1 Employment Agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Nirav Jhaveri (the “Executive”) is signed by the Company and the Executive on February 13, 2024, and made effective as of the Effective Date (defined below). Recitals Whereas, the board of directors of the Company (the “Board”) has determi

Ocuphire Pharma Strengthens Leadership Team with Key Appointments

Exhibit 99.1 Ocuphire Pharma Strengthens Leadership Team with Key Appointments Ash Jayagopal, Ph.D., M.B.A. Appointed Chief Scientific and Development Officer Nirav Jhaveri, C.F.A, M.B.A. Appointed as Chief Financial Officer FARMINGTON HILLS, Mich., February 14, 2024 (GLOBE NEWSWIRE) – Ocuphire Pharma, Inc. (Nasdaq: OCUP) (“Ocuphire”), a clinical-stage ophthalmic biopharmaceutical company focused

January 22, 2024

January 22, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F. Street, NE Washington, D.C. 20549 Attention: Lauren Hamill Re: Ocuphire Pharma, Inc. Registration Statement on Form S-3 File No. 333-276462 Acceleration Request Requested Date: January 23, 2024 Requested Time: 4:30 P.M. Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securiti

As filed with the Securities and Exchange Commission on January 11, 2024

As filed with the Securities and Exchange Commission on January 11, 2024 Registration No.

Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc.

OCUPHIRE PHARMA, INC. AND __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________

Exhibit 4.15 OCUPHIRE PHARMA, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF 1 OCUPHIRE PHARMA, INC. FORM OF COMMON STOCK WARRANT AGREEMENT THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under

OCUPHIRE PHARMA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20_____ Debt Securities TABLE OF CONTENTS

Exhibit 4.13 OCUPHIRE PHARMA, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certificate 6 Section 2

Calculation of Filing Fee Table FORM S-3 (Form Type) Ocuphire Pharma, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) Ocuphire Pharma, Inc.

OCUPHIRE PHARMA, INC. ___________, AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF _________ OCUPHIRE PHARMA, INC. FORM OF DEBT SECURITIES WARRANT

Exhibit 4.17 OCUPHIRE PHARMA, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF OCUPHIRE PHARMA, INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existin

OCUPHIRE PHARMA, INC. _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ______________ OCUPHIRE PHARMA, INC. FORM OF PREFERRED STOCK WARRANT

Exhibit 4.16 OCUPHIRE PHARMA, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF OCUPHIRE PHARMA, INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existin

As filed with the U.S. Securities and Exchange Commission on January 10, 2024

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 10, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 11-3516358 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 1, 2023 Ocuphire Pharma, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): December 1, 2023 Ocuphire Pharma, Inc.

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.2 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Ronil Patel (the “Executive”) is entered into and made effective as of December 1, 2023 (the “Amendment Date”). Recitals Whereas, on April 24, 2023, the Company and t

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”), and RONIL PATEL (the “Executive”) is signed by the Company and the Executive and is entered into on and made effective as of April 24, 2023 (as defined below) (the “Effective Date”). RECITALS WHEREAS, the Company and the E

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 20, 2023 Ocuphire Pharma, Inc.

ACKNOWLEDGEMENT AND ACCEPTANCE

Exhibit 10.1 November 17, 2023 Dear Joe, We are pleased to offer you employment with OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”). The terms of your offer of employment with the Company are as follows: Your initial position with us will be as Chief Operating Officer. Beginning on November 27, 2023 (the “Effective Date”), your annual base salary will be $ 400,000 paid in equal inst

Ocuphire Pharma Announces Appointment of Joseph Schachle, M.B.A., as Chief Operating Officer

Exhibit 99.1 Ocuphire Pharma Announces Appointment of Joseph Schachle, M.B.A., as Chief Operating Officer Mr. Schachle Brings Over 30 Years of Experience in Biotech and Pharma with Expertise Across Multiple Functional Areas Including Corporate and Commercial Operations FARMINGTON HILLS, Mich., November 27, 2023 (GLOBE NEWSWIRE) – Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical-stage ophthalmic bi

Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc.

As filed with the Securities and Exchange Commission on November 20, 2023

As filed with the Securities and Exchange Commission on November 20, 2023 Registration No.

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 September 30, 2023 ☐ TRANSITION REPORT

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 September 30, 2023 OR ☐ 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.

Ocuphire Pharma Announces Financial Results for Third Quarter 2023 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for Third Quarter 2023 and Provides Corporate Update Successful End-of-Phase 2 Meeting with FDA for Oral APX3330; Agreement on Phase 3 Registration Endpoint RYZUMVI™ Approved by FDA; Ocuphire Received $10 million Regulatory Milestone Payment VEGA-2 Phase 3 Presbyopia Trial Met Primary Endpoint; Viatris Expected to Continue Phase 3 Developmen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 13, 2023 Ocuphire Pharma,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 13, 2023 Ocuphire Pharma, Inc.

Ocuphire Pharma Announces Successful End-of-Phase 2 Meeting with FDA for Oral APX3330 in Diabetic Retinopathy Agreement on Phase 3 Primary Endpoint of 3-step Worsening on Binocular Diabetic Retinopathy Severity Scale (DRSS) Score Company Plans to Sub

Exhibit 99.2 Ocuphire Pharma Announces Successful End-of-Phase 2 Meeting with FDA for Oral APX3330 in Diabetic Retinopathy Agreement on Phase 3 Primary Endpoint of 3-step Worsening on Binocular Diabetic Retinopathy Severity Scale (DRSS) Score Company Plans to Submit a Special Protocol Assessment (SPA) APX3330 has the Potential to be the First Oral Option for 8M Non-Proliferative Diabetic Retinopat

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): November 2, 2023 Ocuphire Pharma, Inc.

Ocuphire Corporate Presentation November 2023 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning t

Exhibit 99.1 Ocuphire Corporate Presentation November 2023 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the success and timing of planned regulatory filings and approvals, pre-commercial activities, commercialization strategy and timelines, b

Employment Agreement

Exhibit 10.1 Employment Agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and George Magrath (the “Executive”) is entered into by the Company and the Executive and made effective as of November 1, 2023 (the “Effective Date”). Recitals Whereas, the Board of Directors of the Company (the “Board”) has determined that i

Ocuphire Pharma Announces Appointment of George Magrath, M.D., M.B.A., M.S., as Chief Executive Officer and Director

Exhibit 99.1 Ocuphire Pharma Announces Appointment of George Magrath, M.D., M.B.A., M.S., as Chief Executive Officer and Director Dr. Magrath Brings Proven Executive Leadership, Medical and Clinical Expertise in Ophthalmic Drug Development FARMINGTON HILLS, Mich., November 1, 2023 (GLOBE NEWSWIRE) – Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical-stage ophthalmic biopharmaceutical company focused

Ocuphire Pharma, Inc. RSU Award Grant Notice (2021 Inducement Plan)

Exhibit 10.2 Ocuphire Pharma, Inc. RSU Award Grant Notice (2021 Inducement Plan) Ocuphire Pharma, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2021 Inducement Plan (the “Plan”) and the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 30, 2023 Ocuphire Pharma, I

false000122862700012286272023-10-302023-10-30 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 30, 2023 Ocuphire Pharma, Inc.

FIRST AMENDMENT TO OCUPHIRE PHARMA, INC. 2021 INDUCEMENT PLAN

Exhibit 10.3 FIRST AMENDMENT TO OCUPHIRE PHARMA, INC. 2021 INDUCEMENT PLAN The Ocuphire Pharma, Inc. 2021 Inducement Plan (the “Plan”) is hereby amended in the following respects, effective November 1, 2023, in accordance with Section 2(b)(vi) of the Plan. The first sentence of Section 3(a) of the Plan is deleted in its entirety and replaced with the following sentence: “Subject to Section 9(a) re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 25, 2023 Ocuphire Pharma,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): September 25, 2023 Ocuphire Pharma, Inc.

Ocuphire Pharma and Viatris Announce FDA Approval of RYZUMVl™ (Phentolamine Ophthalmic Solution) 0.75% Eye Drops for the Treatment of Pharmacologically-Induced Mydriasis Produced by Adrenergic Agonists (e.g., Phenylephrine) or Parasympatholytic (e.g.

Exhibit 99.1 Ocuphire Pharma and Viatris Announce FDA Approval of RYZUMVl™ (Phentolamine Ophthalmic Solution) 0.75% Eye Drops for the Treatment of Pharmacologically-Induced Mydriasis Produced by Adrenergic Agonists (e.g., Phenylephrine) or Parasympatholytic (e.g., Tropicamide) Agents RYZUMVI Expected to be Commercially Available in the U.S. in the First Half of 2024 FARMINGTON HILLS, Mich., and PI

Up to $50,000,000 of Shares of Common Stock and 246,792 Shares of Common Stock

TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-252715 PROSPECTUS SUPPLEMENT (To Prospectus dated February 12, 2021)   Up to $50,000,000 of Shares of Common Stock and 246,792 Shares of Common Stock This prospectus supplement relates to the issuance and sale of up to $50,000,000 of shares of our common stock (“Purchase Shares”) that we may sell to Lincoln Park Capi

SEPARATION AND RELEASE AGREEMENT

Exhibit 10.3 SEPARATION AND RELEASE AGREEMENT THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered as of June 8, 2023 by and between OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”) and MINA SOOCH (“Executive). RECITALS WHEREAS, Executive has been employed as the President and Chief Executive Officer of the Company pursuant to an Amended and Restated Employment

Registration Rights Agreement, dated as of August 10, 2023, by and between Ocuphire Pharma, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on August 11, 2023).

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2023, by and between OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defin

Ocuphire Pharma Announces Financial Results for Second Quarter 2023 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for Second Quarter 2023 and Provides Corporate Update End-of-Phase 2 Meeting with FDA Scheduled for Q4 2023 for Oral APX3330 in Diabetic Retinopathy (DR) Cash Balance of $40 Million Expected to Fund Operations into 2025 Nyxol RM PDUFA date September 28, 2023; Approval would trigger $10 million milestone payment to Ocuphire Common Share Purch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 10, 2023 Ocuphire Pharma, In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): August 10, 2023 Ocuphire Pharma, Inc.

Purchase Agreement, dated as of August 10, 2023, by and between Ocuphire Pharma, Inc. and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 11, 2023).

Exhibit 10.1 Execution Version PURCHASE AGREEMENT PURCHASE AGREEMENT (the “Agreement”), dated as of August 10, 2023, by and between OCUPHIRE PHARMA, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Inves

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 PURS

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 OR ☐ 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.

Restore Vision & Clarity Ocuphire Corporate Presentation August 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to

Exhibit 99.1 Restore Vision & Clarity Ocuphire Corporate Presentation August 2023 2 This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the success and timing of planned regulatory filings and approvals, pre-commercial activities, commercialization

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): August 1, 2023 Ocuphire Pharma, I

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): August 1, 2023 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

Ocuphire Pharma, Inc. 37000 Grand River Avenue, Suite 120 Farmington Hills, MI 48335

Ocuphire Pharma, Inc. 37000 Grand River Avenue, Suite 120 Farmington Hills, MI 48335 July 7, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Tara Harkins and Kevin Kuhar Re: Ocuphire Pharma, Inc. Form 10-K for the Fiscal Year Ended December 31, 2022 Filed March 30, 2023 File No. 001-34079 Dear Ms. Ha

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 8, 2023 Ocuphire Pharma, Inc

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 8, 2023 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

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 6, 2023 Ocuphire Pharma, Inc

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 6, 2023 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

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 1, 2023 Ocuphire Pharma, Inc

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 1, 2023 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

Third Amendment to Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 2, 2023).

Exhibit 3.1 THIRD 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 1, 2023. 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 st

Ocuphire Corporate Presentation May 2023 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are n

Exhibit 99.2 Ocuphire Corporate Presentation May 2023 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the success and timing of planned regulatory filings and approvals, pre-commercial activities, comme

Second Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2023).

Exhibit 10.2 OCUPHIRE PHARMA, INC. SECOND AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective Date: January 1, 2023 Each member of the Board of Directors (the “Board”) of Ocuphire Pharma, Inc., a Delaware corporation (the “Company”) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an “Non-Employee Director”) will receive the c

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 March 31, 2023 ☐ TRANSITION REPORT PUR

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 March 31, 2023 OR ☐ 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.

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): May 15, 2023 Ocuphire Pharma, Inc

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): May 15, 2023 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

Interim President and CEO Consulting Letter Agreement by and between Ocuphire Pharma, Inc. and Richard Rodgers, dated April 20, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2023).

Exhibit 10.1 April 20, 2023 Richard Rodgers Re: Ocuphire Pharma, Inc. Interim President and CEO Consulting Letter Agreement Dear Richard: You have agreed to serve as Interim President and Chief Executive Officer (“Interim CEO”) of Ocuphire Pharma, Inc. (the “Company”) during the Company’s search for a permanent President and Chief Executive Officer (“Successor CEO”). This letter agreement (the “Ag

Ocuphire Pharma Announces Financial Results for First Quarter 2023 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for First Quarter 2023 and Provides Corporate Update End-of-Phase 2 Meeting with FDA Anticipated in 2H 2023 to Confirm Phase 3 Regulatory Path for Oral APX3330 in Diabetic Retinopathy (DR) PDUFA date for Nyxol First Indication in Reversal of Pharmacologically-Induced Mydriasis (RM) Set for September 28, 2023; Nyxol Development and Commercial

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.   )

TABLE OF CONTENTS 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

Ocuphire Appoints Rick Rodgers as Interim Chief Executive Officer Seasoned operating executive with successful track record at late-stage biopharmaceutical companies

Exhibit 99.1 Ocuphire Appoints Rick Rodgers as Interim Chief Executive Officer Seasoned operating executive with successful track record at late-stage biopharmaceutical companies FARMINGTON HILLS, Mich., April 21, 2023 - Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical-stage ophthalmic biopharmaceutical company focused on developing and commercializing therapies for the treatment of refractive and

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): April 19, 2023 Ocuphire Pharma, I

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): April 19, 2023 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maxim

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc.

As filed with the Securities and Exchange Commission on April 5, 2023

As filed with the Securities and Exchange Commission on April 5, 2023 Registration No.

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT

Exhibit 10.2.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Bernhard Hoffmann (“Executive”) is entered into and made effective as of the 26th day of March, 2023 (the “Effective Date”). Recitals Whereas, on November 5, 2020,

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 30, 2023 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2022 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34079 Ocuphire Pharma, Inc. (Exac

OCUPHIRE PHARMA, INC. RSU AWARD GRANT NOTICE (2020 EQUITY INCENTIVE PLAN)

Exhibit 10.7.1 OCUPHIRE PHARMA, INC. RSU AWARD GRANT NOTICE (2020 EQUITY INCENTIVE PLAN) Ocuphire Pharma, Inc., a Delaware corporation (the “Company”) has awarded to you (the “Participant”) the number of restricted stock units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth her

LIST OF SUBSIDIARIES Subsidiaries of Ocuphire Pharma, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiaries of Ocuphire Pharma, Inc. Subsidiaries Jurisdiction of Incorporation None

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT

Exhibit 10.1.1 FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Mina Sooch (“Executive”) is entered into and made effective as of the 26th day of March, 2023 (the “Effective Date”). Recitals Whereas, on November 5, 2020, the Com

FIRST AMENDMENT TO CONSULTING AGREEMENT

Exhibit 10.15.1 FIRST AMENDMENT TO CONSULTING AGREEMENT THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”) between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Jay S. Pepose, M.D., (“Consultant”) is entered into and made effective as of the 19th day of September, 2022 (the “Effective Date”). Recitals Whereas, on April 8, 2022, the Company and Consultant entered i

AMENDMENT NO. 2 TO CONSULTING AGREEMENT

Exhibit 10.15.2 AMENDMENT NO. 2 TO CONSULTING AGREEMENT This AMENDMENT NO. 2 (“Amendment No. 2”) to the CONSULTING AGREEMENT dated April 8, 2022, as amended on September 19, 2022 (the “Agreement”) between OCUPHIRE PHARMA, INC., a Delaware corporation having its principal place of business at 37000 Grand River Avenue, Suite 120, Farmington Hills, Michigan 48335 (the “Company”), and JAY S. PEPOSE, w

Ocuphire Pharma, Inc. Stock Option Grant Notice (2021 Inducement Plan)

Exhibit 10.9.1 Ocuphire Pharma, Inc. Stock Option Grant Notice (2021 Inducement Plan) Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), pursuant to its 2021 Inducement Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this S

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

Exhibit 10.10.1 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) between Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), and Amy Zaremba Rabourn (“Executive”) is entered into and made effective as of the 26th day of March, 2023 (the “Effective Date”). Recitals Whereas, on November 11, 2020 the Company and Executive entered into

Ocuphire Pharma Announces Financial Results for Fourth Quarter and Year Ended 2022 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for Fourth Quarter and Year Ended 2022 and Provides Corporate Update Financial Profile Improved Markedly with Global License Agreement to Develop and Commercialize Nyxol for All Three Indications with Cash Runway into 2025 PDUFA Date of September 28, 2023 Set for Nyxol® in its First Indication, Reversal of Pharmacologically-induced Mydriasis

OCUPHIRE PHARMA, INC. STOCK OPTION GRANT NOTICE (2020 EQUITY INCENTIVE PLAN)

Exhibit 10.7.2 OCUPHIRE PHARMA, INC. STOCK OPTION GRANT NOTICE (2020 EQUITY INCENTIVE PLAN) Ocuphire Pharma, Inc., a Delaware corporation (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), has granted to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions

OCUP / Ocuphire Pharma Inc / Sooch Mina - SC 13G/A Passive Investment

SC 13G/A 1 brhc10048244sc13ga.htm SC 13G/A 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

ZETA-1 APX3330 Topline Results Investor Webcast January 25, 2023 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such state

Exhibit 99.1 ZETA-1 APX3330 Topline Results Investor Webcast January 25, 2023 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the success and timing of planned future clinical trials for APX3330, timing

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): January 25, 2023 Ocuphire Pharma,

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): January 25, 2023 Ocuphire Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-34079 11-3516358 (State or other jurisdiction of incorporation) (Commission

Ocuphire Announces Topline Results from ZETA-1 Phase 2 Trial of Oral APX3330 in Diabetic Retinopathy and Plans for End-of-Phase 2 Meeting with FDA Oral APX3330 Achieved Statistical Significance on a Key Pre-specified Secondary Endpoint of Preventing

Exhibit 99.2 Ocuphire Announces Topline Results from ZETA-1 Phase 2 Trial of Oral APX3330 in Diabetic Retinopathy and Plans for End-of-Phase 2 Meeting with FDA Oral APX3330 Achieved Statistical Significance on a Key Pre-specified Secondary Endpoint of Preventing Clinically Meaningful Progression of Diabetic Retinopathy (DR) after 24 Weeks of Treatment Oral APX3330 Demonstrated Favorable Safety and

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): December 6, 2022 Ocuphire Pharma,

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): December 6, 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

Ocuphire Pharma Announces Submission of New Drug Application to FDA for Nyxol® Eye Drops for Reversal of Mydriasis

Exhibit 99.1 Ocuphire Pharma Announces Submission of New Drug Application to FDA for Nyxol® Eye Drops for Reversal of Mydriasis NDA Supported by Positive Phase 3 Data Demonstrating Rapid Reversal of Dilated Eyes and Favorable Safety Profile in Pediatric and Adult Subjects FARMINGTON HILLS, Mich., December 6, 2022 - Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical-stage ophthalmic biopharmaceutical

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): November 6, 2022 Ocuphire Pharma,

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): November 6, 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

Ocuphire Pharma Enters into a Global License Agreement for Development and Commercialization of Nyxol Eye Drops for Reversal of Mydriasis, Presbyopia and Night Vision Disturbances

Exhibit 99.1 Ocuphire Pharma Enters into a Global License Agreement for Development and Commercialization of Nyxol Eye Drops for Reversal of Mydriasis, Presbyopia and Night Vision Disturbances Ocuphire to Receive $35 Million Upfront, Nyxol Development Funding and Additional Potential Milestone Payments plus Tiered Double-Digit Royalties Strengthened Financial Position Supports Operations and APX33

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Exhibit 10.1 Certain identified information has been excluded from the exhibit because it is both not material and is of the type that the Company treats as private or confidential. Double asterisks denote omissions. THIS LICENSE AND COLLABORATION AGREEMENT (this “Agreement”) is made on November 6, 2022 (“Effective Date”): BETWEEN: Ocuphire Pharma Inc., having its corporate offices at 37000 Grand

FOURTH LEASE AMENDMENT

Exhibit 10.1 FOURTH LEASE AMENDMENT This Lease Amendment made this 17th day of October, 2022 by and between DUKE & DUKE, a Limited Partnership, of 37000 Grand River Avenue, Suite 360, Farmington Hills, MI 48335, as ?Landlord? and Ocuphire Pharma, Inc. of 37000 Grand River Avenue, Suite 120, Farmington Hills, MI 48335, as ?Tenant?. WITNESSETH WHEREAS, on or about the 31st day of August, 2021, Landl

Ocuphire Pharma Announces Financial Results for Third Quarter 2022 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for Third Quarter 2022 and Provides Corporate Update NDA Submission for Nyxol for RM and Initiation of VEGA-2 on Track for Q4 2022 Topline Data from ZETA-1 Phase 2b Trial of Oral APX3330 Expected in Early 2023 FARMINGTON HILLS, Mich., November 4, 2022 ? Ocuphire Pharma, Inc. (Nasdaq: OCUP), a clinical-stage ophthalmic biopharmaceutical compa

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): November 4, 2022 Ocuphire Pharma,

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): November 4, 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

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 September 30, 2022 ☐ TRANSITION REPORT

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 September 30, 2022 OR ? 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.

Ocuphire KOL Event: APX3330 October 14, 2022 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but a

Exhibit 99.1 Ocuphire KOL Event: APX3330 October 14, 2022 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the success and timing of planned regulatory filings, including planned NDA filings, pre-commerc

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): October 14, 2022 Ocuphire Pharma,

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): October 14, 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

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 12, 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 F

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, 2022 ☐ TRANSITION REPORT PURS

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, 2022 OR ? 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.

Ocuphire Pharma Announces Financial Results for the Second Quarter 2022 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for the Second Quarter 2022 and Provides Corporate Update Completed Final Clinical Trials and Pre-NDA FDA Meeting to Support Registration of Nyxol in Reversal of Mydriasis (RM), On Track for Late 2022 NDA Submission and Potential 2023 Approval Positive Results from Phase 3 LYNX-1 Trial of Nyxol in Night Vision Disturbances (NVD) Mark Sixth P

OCUPHIRE PHARMA, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective Date: July 1, 2022

Exhibit 10.1 OCUPHIRE PHARMA, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective Date: July 1, 2022 Each member of the Board of Directors (the ?Board?) of Ocuphire Pharma, Inc., a Delaware corporation (the ?Company?) who is not also serving as an employee of the Company or any of its subsidiaries (each such member, an ?Non-Employee Director?) will receive the compensatio

Ocuphire Corporate Presentation August 2022 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but ar

Exhibit 99.2 Ocuphire Corporate Presentation August 2022 Disclosures and Forward-Looking Statements This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the success and timing of planned regulatory filings, including planned NDA filings, pre-commerci

Second Amendment to Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on 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

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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)) ? Def

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 10, 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 Fil

First Amendment to Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 10, 2022).

Exhibit 3.1 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 10, 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 stockho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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)) ? Def

Ocuphire Corporate Presentation May 19, 2022 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but a

Exhibit 99.1 Ocuphire Corporate Presentation May 19, 2022 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the regulatory timelines, commercial timelines, product labels, cash runway, scalability, and fu

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): May 19, 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

Ocuphire Announces Positive Topline Results from LYNX-1 Phase 3 Trial Evaluating Nyxol® Eye Drops for Night Vision Disturbances Met FDA-agreed Primary Endpoint with More Nyxol Subjects Gaining 3 Lines of Low Contrast Distance Vision under Dim Light C

Exhibit 99.2 Ocuphire Announces Positive Topline Results from LYNX-1 Phase 3 Trial Evaluating Nyxol® Eye Drops for Night Vision Disturbances Met FDA-agreed Primary Endpoint with More Nyxol Subjects Gaining 3 Lines of Low Contrast Distance Vision under Dim Light Conditions Compared to Placebo First to Demonstrate Efficacy in Phase 3 Trial for the Large Unmet Need of Treating Night Vision Disturbanc

OCUP / Ocuphire Pharma Inc / Richmond Brothers, Inc. - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Initial Filing) Ocuphire Pharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 67577R102 (CUSIP Number) April 12, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Exhibit 99.1

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Ocuphire Pharma, Inc. This Joint Filing Agreement sha

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 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

Ocuphire Pharma Announces Financial Results for First Quarter 2022 and Provides Corporate Update

Exhibit 99.1 Ocuphire Pharma Announces Financial Results for First Quarter 2022 and Provides Corporate Update Nyxol Posts 5 Positive Clinical Data Readouts Including Presbyopia in Last 12 Months Successfully Enrolled 4 Late-Stage Trials for Nyxol and APX3330 in First Quarter NDA Filing on Track for Late 2022 for Potential 2023 Approval of Nyxol as Only Dilation Reversal Drop Data Expected in 2H22

CONSULTING AGREEMENT

Exhibit 10.1 CONSULTING AGREEMENT This Consulting Agreement (this ?Agreement?) is made as of April 1, 2022 (the ?Effective Date?), by and between Ocuphire Pharma Inc., a Delaware corporation, having a principal place of business at 37000 Grand River Avenue, Suite 120, Farmington Hills, MI 48335 (the ?Company?), and Jay S. Pepose, M.D., whose address is [*] (?Consultant?). This Agreement supersedes

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 March 31, 2022 ☐ TRANSITION REPORT PUR

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 March 31, 2022 OR ? 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.

Financial Statements and Exhibits, Other Events

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): April 28, 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 Fi

Ocuphire Completes Last Clinical Trial Supporting the Planned 2022 NDA Submission with the Announcement of Positive Results from MIRA-4 Pediatric Safety Trial Evaluating Nyxol® for Reversal of Mydriasis Nyxol Demonstrated a Favorable Safety Profile a

Exhibit 99.1 Ocuphire Completes Last Clinical Trial Supporting the Planned 2022 NDA Submission with the Announcement of Positive Results from MIRA-4 Pediatric Safety Trial Evaluating Nyxol? for Reversal of Mydriasis Nyxol Demonstrated a Favorable Safety Profile and Rapidly Reversed Dilated Eyes in Pediatric Subjects 3 to 11 Years Old, Consistent with Findings in MIRA-2 and MIRA-3 Phase 3 Registrat

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.   )

TABLE OF CONTENTS 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 per

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.   )

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)) ? De

As filed with the Securities and Exchange Commission on April 5, 2022

As filed with the Securities and Exchange Commission on April 5, 2022 Registration No.

Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc. (Exact Name of Registrant as Specified in its Charter) Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Ocuphire Pharma, Inc.

Ocuphire Announces Positive Topline Results from MIRA-3 Phase 3 FDA Registration Trial for Nyxol® in the Reversal of Mydriasis

Exhibit 99.2 Ocuphire Announces Positive Topline Results from MIRA-3 Phase 3 FDA Registration Trial for Nyxol? in the Reversal of Mydriasis Meets Primary Endpoint With 58% Of Nyxol treated Subjects Returning to Baseline Pupil Diameter at 90 Minutes Compared to 6% of Placebo Subjects (p<0.0001) MIRA-3 Confirms Prior MIRA-2 Phase 3 Registration Trial Showing Substantial Benefit in Accelerating Rever

MIRA-3 Phase 3 Trial Results Conference Call March 29, 2022 Disclosures and Forward-Looking Statements This presentation contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements

Exhibit 99.1 MIRA-3 Phase 3 Trial Results Conference Call March 29, 2022 Disclosures and Forward-Looking Statements This presentation contains ?forward-looking statements? within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements concerning the regulatory timelines, commercial timelines, cash runway, and future clinical

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): March 29, 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 Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended December 31, 2021 or ? Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to Commission File No. 001-34079 Ocuphire Pharma, Inc. (Exac

Ocuphire Announces Financial Results for the Fourth Quarter and Year Ended 2021 and Provides Corporate Update

Exhibit 99.1 Ocuphire Announces Financial Results for the Fourth Quarter and Year Ended 2021 and Provides Corporate Update Building Momentum with Completion of Patient Enrollment in 4 Late-Stage Trials Multiple Late-Stage Clinical Trial Data Catalysts in 2022: ?Nyxol? MIRA-3 Phase 3 Results Expected End of 1Q 2022 ?MIRA-4 Pediatric, and LYNX-1 Phase 3 Results Expected to follow in 2Q 2022 ?ZETA-1

LIST OF SUBSIDIARIES Subsidiaries of Ocuphire Pharma, Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiaries of Ocuphire Pharma, Inc. Subsidiaries Jurisdiction of Incorporation None

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 24, 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 Fi

OCUP / Ocuphire Pharma Inc / Altium Capital Management LP - AMENDMENT TO SC 13G Passive Investment

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 pur

OCUP / Ocuphire Pharma Inc / Sooch Mina - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.