SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. __)*

 
Ocuphire Pharma, Inc.
(Name of Issuer)

Common Stock, $0.0001 par value
(Title of Class of Securities)

67577R102
(CUSIP Number)

December 31, 2020
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

[_] Rule 13d-1(c)

[X] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 67577R102
1
NAME OF REPORTING PERSON:
Mina Sooch
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ◻
(b) ◻
3
SEC USE ONLY:
4
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5
SOLE VOTING POWER:  1,286,262 (1)
6
SHARED VOTING POWER:  0
7
SOLE DISPOSITIVE POWER:  1,286,262 (1)
8
SHARED DISPOSITIVE POWER:  0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:  1,286,262 (1)
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:
      ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
11.8%  (See Item 4 herein)
12
TYPE OF REPORTING PERSON:
IN

(1)
Includes (a) 466,759 shares underlying stock options; (b) 17,413 shares underlying Series A Warrants, and (c) 2,046 shares underlying Series B Warrants.

END OF COVER PAGE
Item 1.
(a)
Name of Issuer.
     
   
Ocuphire Pharma, Inc.
     
 
(b)
Address of issuer’s principal executive offices.
     
   
37000 Grand River Avenue, Suite 120, Farmington Hills, MI 48335
     
Item 2.
(a)
Name of person filing (the “Reporting Person”).
     
   
Mina Sooch
     
 
(b)
Address or principal business office or, if none, residence.
     
   
The address for the Reporting Person is 37000 Grand River Avenue, Suite 120 Farmington Hills, MI 48335
     
 
(c)
Citizenship.
     
   
Ms. Sooch is a citizen of the United States of America.
     
 
(d)
Title of class of securities.
     
   
Common Stock, $0.0001 par value
     
 
(e)
CUSIP No.
     
   
67577R102

Item 3.

If this statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a:


 (a)           [_]           Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).


(b)           [_]           Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).


(c)           [_]           Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).


(d)           [_]           Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).


(e)           [_]           An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).


(f)           [_]           An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).


(g)           [_]           A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).


(h)           [_]           A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).


(i)           [_]           A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).


(j)           [_]           A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).


(k)           [_]           Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution.
Item 4.  Ownership.

           
(c)
Number of Shares as to which the person has:
Name
  
(a)
Amount Beneficially Owned
  
(b)
Percent of Class*
  
Sole Power to Vote or to Direct the Vote
  
Shared Power to Vote or to Direct the Vote
  
Sole Power to Dispose or to Direct the Disposition of
  
Shared Power to Dispose or to Direct the Disposition of
Mina Sooch
  
1,286,262 (1)
  
11.8%
  
1,286,262 (1)
  
0
  
1,286,262 (1)
  
0
(1)          Includes (a) 466,759 shares underlying stock options; (b) 17,413 shares underlying Series A Warrants, and (c) 2,046 shares underlying Series B Warrants.

* As of December 31, 2020 (based on 10,882,495 shares of the Issuer’s Common Stock outstanding as reported by the Issuer to the Reporting Person).

Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   

Not applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
   
Item 10.
Certification.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: March 16, 2021

   
/s/ Mina Sooch
Mina Sooch