8-K: Current report filing
Published on June 15, 2007
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 15, 2007 (June 11,
2007)
Rexahn
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50590
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11-3516358
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer Identification
No.)
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9620
Medical Center Drive
Rockville,
Maryland 20850
(Address
of principal executive offices) (Zip code)
(240)
268-5300
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
Item
5.02. Election of Directors.
On
June
11, 2007, the Board of Directors of the Company elected Dr. Freddie Ann Hoffman
to fill the vacancy created by the expiration of Dr. Young Soon Park's term
as a
member of the Board of Directors.
Dr.
Hoffman, a pediatric hematology-oncologist, currently serves as and has served
as Chief Executive Officer of HeteroGeneity, LLC since 2003. From 1999 to 2003,
Dr. Hoffman served as Senior Medical Director for New Product Development at
Pfizer Consumer Healthcare. For the preceding 13 years, Dr. Hoffman served
at
the Food & Drug Administration (FDA) as Chief of the Cytokines, Growth
Factors and Oncologic Products Branch and deputy director of the Medicine
Branch, within the Office of the FDA Commissioner.
She
also served
at the
National Cancer Institute (NCI) as Director of Extramural Clinical Trials.
Dr.
Hoffman earned a B.S. degree in Chemistry from the University of California
Los
Angeles (UCLA). She received her M.D. and general pediatric residency training
from the University of California Davis.
In
accordance with the Company's non-employee director compensation policy, Dr.
Hoffman received an initial grant of 20,000 options to purchase shares of the
Company's common stock upon her election to the Board of Directors, will receive
an additional 20,000 options for each year she serves on the Board of Directors
on the date of each annual meeting where she is re-elected to the Board of
Directors and will receive
an
additional board meeting fee of $1,000 for each meeting she participates
in.
On June
11, 2007, Dr. Hoffman received 20,000 options to purchase shares of the
Company's common stock with an exercise price of $1.40 per share, the fair
market value on the date of grant. The options fully vest on June 11,
2008.
There
is
no arrangement or understanding between Dr. Hoffman and any other persons
pursuant to which Dr. Hoffman was elected as a Director of the
Company.
Item
9.01. Financial Statements and Exhibits.
| (d) |
Exhibits.
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| 99 |
Press
Release of the Company dated June 15,
2007.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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REXAHN
PHARMACEUTICALS, INC.
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(Registrant)
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By
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/s/
Chang H. Ahn
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Chang
H. Ahn
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Chairman
and Chief Executive
Officer
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Date:
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June
15, 2007
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Press
release of the Company dated June 15, 2007.
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