Ocuphire Pharma, Inc., a Delaware corporation (the “Registrant”), is registering 942,291 shares of common stock that may be issued under the Ocuphire Pharma, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of common stock, as applicable.

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Act. The proposed maximum offering price per unit and maximum aggregate offering price are based on the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Capital Market on March 31, 2022.

The number of shares of common stock available for issuance under the 2020 Plan is subject to an automatic annual increase on the first day of each fiscal year, beginning on January 1, 2021 and ending on (and including) January 1, 2030, with such annual increase equal to the lesser of (i) 5% of the total number of shares of common stock outstanding on December 31 of the preceding year and (ii) an amount determined by the board of directors of the Registrant. Accordingly, the number of shares of common stock available for issuance under the 2020 Plan was automatically increased by 942,291 shares effective January 1, 2022, which is equal to 5% of the total number of shares of common stock outstanding as of December 31, 2021.