SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on November 29, 2007
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the
Securities Exchange Act of 1934
(Amendment
No. 1)
Rexahn
Pharmaceuticals, Inc.
(Name
of
Issuer)
Common
Stock, par value $0.0001 per share
(Title
of
Class of Securities)
761640
10
1
(CUSIP
Number)
Cheol-Man
Baik
KT&G
Corporation
100
Pyoungchon-dong Daekeok-gu
Taejon
City, Korea 306-130
011-82-2-3404-4521
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November
19, 2007
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check
the following box o
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 (the “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).
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
2 of 9 Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
KT&G
Corporation
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Not Applicable |
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
o
(b) o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
WC
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or
2(e)
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o
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of Korea
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NUMBER
OF
SHARES
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7
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SOLE
VOTING POWER
5,071,430
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BENEFICIALLY
OWNED
BY
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8
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SHARED
VOTING POWER
0
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EACH
REPORTING
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9
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SOLE
DISPOSITIVE POWER
5,071,430
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PERSON
WITH
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,071,430
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.58%
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14
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TYPE
OF REPORTING PERSON
CO
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
3 of 9 Pages
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Explanatory
Note:
This
Amendment No. 1 (this “Amendment”) amends and supplements the statement on
Schedule 13D filed on May 23, 2005 with the Securities and Exchange Commission
by KT&G Corporation, a Korean corporation (“KT&G”).
This
Amendment is filed with respect to the common stock, par value $0.0001 per
share
(the “Common Stock”), of Rexahn Pharmaceuticals, Inc., a Delaware corporation
(the “Issuer”), to reflect information required by Rule 13d-2 under the
Securities and Exchange Act of 1934, as amended, with respect to KT&G’s
beneficial ownership of the Common Stock. The Issuer’s principal
executive office is located at 9620 Medical Center Drive, Rockville, MD
20850.
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Item 2.
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Identity
and Background.
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Item
2 is
hereby amended in its entirety as follows:
The
person filing this statement (the “Reporting Person”), the executive officers
and directors of the Reporting Person (the “Additional Persons”) and the
information in respect of the Reporting Person and the Additional Persons
are as
follows:
(a) The
name of the Reporting Person is KT&G Corporation. The names of
the Additional Persons are set forth in Schedule A to this statement, which
is
incorporated herein by reference in its entirety.
(b) The
principal business address of KT&G is 100 Pyoungchon-dong, Daedeok-gu,
Taejon City, Korea 306-130.
(c) The
principal business of KT&G is the production and sale of cigarettes,
primarily in Asia. The business or residential address and present principal
occupation or employment (including the name and address of the corporation
or
organization in which such employment is conducted) of each Additional Person
is
set forth in Schedule A to this statement, which is incorporated herein by
reference in its entirety.
(d) During
the last five years, neither KT&G nor, to the knowledge of KT&G, any of
the Additional Persons, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During
the last five years, neither KT&G nor, to the knowledge of KT&G, any of
the Additional Persons, has been a party to a civil proceeding of a judicial
or
administrative body of competent jurisdiction as a result of which KT&G or
any of the Additional Persons 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.
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
4 of 9 Pages
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(f) KT&G
is a corporation organized under the laws of the Republic of
Korea. All of the Additional Persons are citizens of the Republic of
Korea.
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Item 3.
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Source
and Amount of Funds or Other
Consideration.
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Item
3 is
hereby supplemented as follows:
The
total
amount of funds required by KT&G to acquire the securities reported herein
is $3,000,001.20. If KT&G in fact purchases such securities, it
expects to fund such purchase out of its working capital on hand.
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Item 4.
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Purpose
of Transaction.
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Item
4 is
hereby supplemented as follows:
On
November 19, 2007, KT&G and the Issuer entered into a Securities Purchase
Agreement (the “KT&G Securities purchase Agreement”). Pursuant to
the KT&G Securities Purchase Agreement, KT&G agreed to purchase, upon
and subject to the terms and conditions stated therein, (i) 2,142,858 shares
of
Common Stock and (ii) a warrant (the “Warrant”) to acquire up to 428,572
shares of Common Stock at an exercise price of $1.80 per share, for aggregate
cash consideration of $3,000,001.20. The obligation of KT&G to
purchase the securities from the Issuer under the KT&G Securities Purchase
Agreement is subject to the Issuer’s receipt of binding commitments from third
parties to purchase an additional $5,000,000 of Common Stock and warrants
on
terms no less favorable than those applicable to
KT&G. The KT&G Securities Purchase Agreement will
terminate if the closing thereunder has not occurred on or prior to December
31,
2007.
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Item 5.
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Interest
in Securities of the Issuer.
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Item
5 is
hereby supplemented as follows:
(a) As
a result of the execution of the KT&G Securities Purchase Agreement,
KT&G acquired beneficial ownership of (a) 2,142,858 additional shares of
Common Stock subject to purchase by it pursuant to the KT&G Securities
Purchase Agreement, and (b) 428,572 additional shares of Common Stock subject
to
purchase by it upon exercise of the Warrant subject to purchase by it pursuant
to the KT&G Securities Purchase Agreement. Consequently, as a
result of the execution of the KT&G Securities Purchase Agreement,
KT&G’s beneficial ownership increased from 2,500,000 shares of Common Stock
to 5,071,430 shares of Common Stock. Such shares constitute
beneficial ownership by KT&G of 9.58% of the outstanding Common Stock, based
on information relating to the number of outstanding shares of Common Stock
outstanding on November 23, 2007 as set forth in the Information Statement
on
Schedule 14C filed by the issuer on November 21, 2007.
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
5 of 9 Pages
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Item 6.
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Contracts,
Arrangements, Understandings or
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Relationships
with Respect to Securities of the Issuer.
Item
6 is
hereby supplemented as follows:
KT&G
Securities Purchase Agreement
As
noted
in Item 4 above, on November 20, 2007, KT&G and the Issuer entered into the
KT&G Securities Purchase Agreement, pursuant to which KT&G agreed to
purchase, upon and subject to the terms and conditions stated therein, (i)
2,142,858 shares of Common Stock and (ii) the Warrant to acquire up to
428,572 shares of Common Stock at an exercise price of $1.80 per share, for
aggregate cash consideration of $3,000,001.20. The obligation of
KT&G to purchase the Issuer’s securities under the KT&G Securities
Purchase Agreement is subject to customary terms and conditions, and to the
Issuer’s receipt of binding commitments from third parties to purchase an
additional $5,000,000 of the Common Stock and warrants on terms no less
favorable than those applicable to KT&G. The KT&G Securities
Purchase Agreement will terminate if the closing thereunder has not occurred
on
or prior to December 31, 2007.
The
KT&G Securities Purchase Agreement contains customary representations,
warranties and covenants. The KT&G Securities Purchase Agreement
accords KT&G “full ratchet” anti-dilution protection for a period of two
years following the closing of its purchase of the Common Stock. This
means that if the Issuer issues a share of Common Stock at a purchase price
of
less than $1.40 per share during the relevant period, the Issuer will be
obligated to issue an additional number of shares of Common Stock to KT&G
such that its effective purchase price per share equals the lowest such price
at
which the Issuer issues any share of Common Stock. In addition, the
KT&G Securities Purchase Agreement obligates the Issuer to take commercially
reasonable efforts to list the Common Stock on the American Stock Exchange
within the next three years.
Warrant
The
Warrant will be exercisable for a term of three years following its issuance
to
KT&G. The Warrant includes customary terms providing for
adjustment of the exercise price and the number of shares subject to receipt
upon exercise that are applicable in the event of stock splits, stock dividends,
pro rata distributions, fundamental transactions and the
like. The Warrant also is subject to “full ratchet” anti-dilution
protection. This means that if the Issuer issues a share of Common
Stock at a purchase price of less than $1.80, the exercise price of the Warrant
will be reduced to the lowest such price at which any share of Common Stock
is
issued. Certain securities issuances by the Issuer will not trigger
this anti-dilution protection.
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
6 of 9 Pages
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Registration
Rights Agreement
Upon
closing of the securities issuances to KT&G pursuant to the KT&G
Securities Purchase Agreement, the Issuer will enter into a Registration
Rights
Agreement with KT&G pursuant to which the Issuer will agree to file a
registration statement with the Securities and Exchange Commission covering
the
resale of the Common Stock to be issued pursuant to the KT&G Securities
Purchase Agreement and upon exercise of the Warrant to be issued pursuant
to the
KT&G Securities Purchase Agreement. The Issuer will be obligated
to file such resale registration statement with the Securities and Exchange
Commission no later than 60 days after the Common Stock is listed for
trading on the American Stock Exchange. If the Issuer fails to file
the resale registration statement by such date, or if the Issuer fails to
take
certain other actions required under the KT&G Securities Purchase Agreement,
the Issuer will be obligated to pay to KT&G each month, as liquidated
damages, an amount equal to 2% of the amount of its investment pursuant to
the
KT&G Securities Purchase Agreement. If the Issuer fails to pay
the liquidated damages when and as due, the Issuer will be obligated to pay
interest thereon at a rate of 18% per annum.
The
above description is not a complete
statement of the parties’ rights and obligations under the KT&G Securities
Purchase Agreement, the Warrant and the Registration Rights Agreement and
is
qualified in its entirety by reference to such documents, copies of which
are
attached hereto as Exhibits.
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Item 7.
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Material
to be Filed as Exhibits.
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Exhibit
1.
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Securities
Purchase Agreement, dated as of November 19, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and KT&G Corporation, included as Exhibit 10.1
to Issuer’s Form 8-K filed November 21, 2007, is incorporated herein by
reference.
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Exhibit
2.
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Form
of Warrant for issuance to KT&G Corporation included as Exhibit 10.2
to Issuer’s Form 8-K filed November 21, 2007, is incorporated herein by
reference.
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Exhibit
3.
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Form
of Registration Rights Agreement for execution between Rexahn
Pharmaceuticals, Inc. and KT&G Corporation included as Exhibit 10.3 to
Issuer’s Form 8-K filed November 21, 2007, is incorporated herein by
reference.
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
7 of 9 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
hereby certify that the information set forth in this statement is true,
complete and correct.
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Dated: November
29, 2007
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| /s/ Hyo-Jin Oh | |
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Name:
Hyo-Jin Oh
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Title:
Investment Manager
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New
Business Office
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KT&G
Corporation
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
8 of 9 Pages
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SCHEDULE
A
EXECUTIVE
OFFICERS AND DIRECTORS OF KT&G CORPORATION
The
following table sets forth the name, business address and present principal
occupation or employment of each executive officer and director of KT&G.
Except as otherwise indicated below, the business address of each person
set
forth on this Schedule A is: c/o KT&G Corporation, 100 Pyoungchon-dong
Daedeok-gu, Taejon City, Korea 306-130.
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Name
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PRESENT
PRINCIPAL OCCUPATION OR EMPLOYMENT
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Young-Kyoon
Kwak
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Chairman
and Chief Executive Officer of KT&G
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Cheol-Man
Baik
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Associate
Director of Growth Business Headquarters of
KT&G
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Kwang-Youl
Lee
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Senior
Managing Director and Chief Marketing Officer of
KT&G
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Young-Jin
Min
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Senior
Managing Director and Chief Production Officer of
KT&G
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Jin-Hyun
Kim
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Chief
Visiting Professor
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(Outside
Director)
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Korea
International Trade Association (Non-Profit Business
Association)
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102-901
Gaepo-Jai APT Gaepo-dong Gangnam-gu
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Seoul,
Korea 135-241 (Residence)
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Yong-Chan
An
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Vice
President
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(Outside
Director)
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Aekyung
Industrial Co., Ltd. (For-Profit Company)
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83
Guro-dong, Guro-gu
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Seoul,
Korea 152-050 (Business)
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Yoon-Jae
Lee
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Chairman
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(Outside
Director)
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KOREI, Inc
(For-Profit Consulting Firm)
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703
Kwanghwamun B/D, 211 Sejingno, Jongno-gu
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Seoul, Korea 110-730 (Business) | |
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Chang-Woo
Lee
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Professor
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(Outside
Director)
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Seoul
National University (Educational Institution)
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703
LG B/D, Business Administration of Seoul National University,
San 56-1,
Sillim-dong, Gwanak-gu
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Seoul,
Korea 151-916
(Business)
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
9 of 9 Pages
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NAME
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PRESENT
PRINCIPAL OCCUPATION OR EMPLOYMENT
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Kyung-Jae
Lee
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Visiting
Professor
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(Outside
Director)
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Dongyang
University (Educational Institution)
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1-1005
Hwarang APT Yoido-dong Yeongdeungpo-gu, Seoul, Korea 150-010
(Residence)
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Kiu-Weon
Kim
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Professor
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(Outside
Director)
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Yeungnam
University (Educational Institution)
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Dept.
of Horticulture of College of Natural Resources of Yeungnam
University,
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| 214-1 Dae-dong, Gyeongsan, Gyeongsangbuk-do, Korea 712-749 (Business) | ||
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Sun-Gak
Cha
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Vice
President
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(Outside
Director)
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The
National Council of YMCAs of Korea (Non-Profit Community Service
Organization)
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698-8
Yi-dong Sangnock-gu, Ansan, Korea 426-160 (Residence)
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Choong-Sup
Kim
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Visiting
Professor
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(Outside
Director)
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Korea University
(Educational Institution)
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105-103
Woo bang villa Gumi-dong, Bundang-Gu, Seongnam, Korea 463-809
(Residence)
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Warren
G. Lichtenstein
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Chairman
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(Outside
Director)
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Steel
Partners II , L.P.(For-Profit Company)
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590
Madison Avenue, 32nd Floor
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New
York, NY 10022 (Business)
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