SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on May 23, 2005
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rexahn Pharmaceuticals, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
761640 10 1
- -------------------------------------------------------------------------------
(CUSIP Number)
Suk Hyung Kwon
c/o Rexahn Pharmaceuticals, Inc.
9620 Medical Center Drive
Rockville, MD 20850
(240) 268-5300
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 13, 2005
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
- -------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
- ----------------------
*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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
SCHEDULE 13D
- ---------------------- ----------------------
CUSIP No. 761640 10 1 Page 2 of 6 Pages
- ---------------------- ----------------------
- ------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Suk Hyung Kwon Not Applicable
- ------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- ------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
- ----------------- ------- ---------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,096,000
SHARES ------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
------- ---------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 2,210,255
PERSON ------- ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210,255
- ------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
- ------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- ------- ---------------------------------------------------------------------
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to the common stock, par value $0.0001 per
share (the "Common Stock"), of Rexahn Pharmaceuticals, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive office is located
at 9620 Medical Center Drive, Rockville, MD 20850.
Item 2. Identity and Background.
-----------------------
This statement is being filed by Suk Hyung Kwon, a citizen of the
Republic of Korea. Mr. Kwon is the President of Rexgene Biotech Co., Ltd., whose
principal business is the development, production and sale of homeopathic
medicines and health products and which is located at 1330-13 Wooyoung Venture
Bulding 4F, Seocho-dong, Seocho-gu, Seoul, Korea; and a director of the Issuer.
During the last five years, Mr. Kwon has not (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which Mr. Kwon was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
Mr. Kwon acquired beneficial ownership of 2,210,255 shares of
Common Stock from the Issuer in connection with the Merger described in Item 4.
Item 4. Purpose of Transaction.
----------------------
The acquisition was made in connection with the Agreement and Plan
of Merger dated as of January 20, 2005 (the "Merger Agreement") by and among
Corporate Road Show.Com Inc., a New York corporation ("CPRD"), CRS Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of CPRD ("Merger Sub"),
CRS Delaware, Inc., a Delaware corporation and wholly owned subsidiary of CPRD
("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), pursuant
to which, immediately after giving effect to a 1-for-100 reverse stock split and
the reincorporation of CPRD as a Delaware corporation under the name "Rexahn
Pharmaceuticals, Inc.", Merger Sub merged with and into Rexahn, with Rexahn as
the surviving corporation (the "Surviving Company") and a wholly-owned
subsidiary of CPRD (the "Merger"). In the Merger, each share of Rexahn common
stock issued and outstanding prior to the Merger was converted into five shares
of Common Stock. Immediately prior to the Merger, Mr. Kwon beneficially owned
419,200 shares of Rexahn common stock directly and 22,851 shares of Rexahn
common stock indirectly through the Korean Rexahn Investors Voting Trust (the
"Voting Trust") described
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 4 of 6 Pages
under Item 6 below. As a result of the Merger, Mr. Kwon received directly
2,096,000 shares of Common Stock and indirectly 114,255 shares of Common Stock
through the Voting Trust.
A copy of the Merger Agreement is incorporated herein by reference
as Exhibit 1.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the date hereof, Mr. Kwon beneficially owns 2,210,255
shares of Common Stock, representing 5.3% of the outstanding shares of Common
Stock. This percentage is based upon the Issuer's statement as to the number of
outstanding shares of Common Stock as set forth in its Current Report on Form
8-K, filed with the Securities and Exchange Commission on May 16, 2005.
(b) Mr. Kwon has the sole power to vote or to direct the vote, and
dispose or direct the disposition, of 2,096,000 of the 2,210,255 shares of
Common Stock acquired by him. With respect to the remaining 114,255 shares Mr.
Kwon acquired, Mr. Kwon has sole power to dispose or direct the disposition of
such shares, subject to the Voting Trust, which has the sole power to vote or
direct the voting of these shares. The Voting Trust is a voting trust formed
under the laws of the State of Maryland whose address is c/o Chang H. Ahn, as
Trustee, Rexahn Pharmaceuticals, Inc., 9620 Medical Center Drive, Rockville, MD
20850.
(c) Except for the acquisition reported herein, Mr. Kwon has not
effected any other transaction in the Common Stock within the past 60 days.
(d) Any dividends in respect of shares of Common Stock held in the
Voting Trust in shares of capital stock of the Issuer shall be deposited into
the Voting Trust; however, the registered holders of the Voting Trust
Certificates shall receive all other dividends directly from the Issuer. Any
transfer or disposition of shares of Common Stock is subject to the Voting
Trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
Mr. Kwon is a registered holder of Voting Trust Certificates
representing the beneficial interest in 114,255 shares of Common Stock held by
the Korean Rexahn Investors Voting Trust Agreement dated as of July 2003, among
Dr. Chang-Ho Ahn and Dr. Young-Soon Park, as trustees, the stockholders parties
thereto and Rexahn. As co-trustees, Dr. Ahn and Dr. Park have the exclusive
unqualified right and power to exercise all of the voting rights and powers with
respect to the shares of Common Stock which are subject to the Voting Trust. The
Voting Trust holds shares of Common Stock on behalf of approximately sixty
individual and institutional owners resident in Korea.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 5 of 6 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1. Agreement and Plan of Merger, dated as of January 20, 2005,
by and among CPRD, Merger Sub, CRS Delaware and Rexahn is
incorporated by reference to Exhibit 2.1 to CPRD's Current
Report on Form 8-K filed on January 21, 2005.
Exhibit 2. Korean Rexahn Investors Voting Trust Agreement dated as of
July 2003, by and among Chang-Ho Ahn and Young-Soon Park, as
trustees, the stockholders parties thereto and Rexahn.
Exhibit 3. Power of Attorney dated May 16, 2005 is incorporated by reference
to the Exhibit to the reporting person's Form 3 filed on May 17,
2005.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 6 of 6 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: May 23, 2005
Suk H. Kwon
/s/ Ted T.H. Jeong
------------------------
Ted T.H. Jeong as Attorney-in-Fact
for Suk H. Kwon