SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on November 30, 2007
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OMB
APPROVAL
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
Number: 3235-0145
Expires: February
28, 2009
Estimated
average burden
hours
per response14.5
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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)
Suk
Hyung
Kwon
Rexgene
Biotech Co., Ltd.
1330-13
Wooyoung Venture Building 4F
Seocho-dong,
Seocho-gu
Seoul,
Korea
011-82-2-587-0019
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November
20, 2007
(Date
of
Event which Requires Filing of this Statement)
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.
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*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 8
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
Rexgene
Biotech Co.,
Ltd.
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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
5,648,813
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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
5,648,813
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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
5,648,813
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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)
11.03%
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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 8 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 Rexgene Biotech Co., Ltd., a Korean corporation (“Rexgene”).
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 Rexgene’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 Rexgene Biotech Co., Ltd. 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 Rexgene is 1330-13 Wooyoung Venture Building
4F,
Seocho-dong, Seocho-gu, Seoul, Korea.
(c) The
principal business of Rexgene is the development, production and sale of
homeopathic medicines and health products. 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 Rexgene nor, to the knowledge of Rexgene, 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 Rexgene nor, to the knowledge of Rexgene, 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 Rexgene
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 8 Pages
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(f) Rexgene
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 Rexgene to acquire the securities reported herein
is
$1,000,000.40. If Rexgene 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 20, 2007, Rexgene and the Issuer entered into a Securities Purchase
Agreement (the “Rexgene Securities Purchase Agreement”). Pursuant to
the Rexgene Securities Purchase Agreement, Rexgene agreed to purchase, upon
and
subject to the terms and conditions stated therein, (i) 714,286 shares of Common
Stock and (ii) a warrant (the “Warrant”) to acquire up to 142,857 shares of
Common Stock at an exercise price of $1.80 per share, for aggregate cash
consideration of $1,000,000.40. The obligation of Rexgene to purchase
the Issuer’s securities under the Rexgene Securities Purchase Agreement is
subject to customary terms and conditions, and to the prior or contemporaneous
closing of the sale of $3,000,001.20 of the Issuer’s securities to KT&G
Corporation (“KT&G”), a Korean corporation, pursuant to the Securities
Purchase Agreement, dated as of November 19, 2007, by and between the Issuer
and
KT&G (the “KT&G Securities Purchase Agreement”).
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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 Rexgene Securities Purchase Agreement, Rexgene
acquired beneficial ownership of (a) 714,286 additional shares of Common Stock
subject to purchase by it pursuant to the Rexgene Securities Purchase Agreement,
and (b) 142,857 additional shares of Common Stock subject to purchase by it
upon
exercise of the Warrant subject to purchase by it pursuant to the Rexgene
Securities Purchase Agreement. Consequently, as a result of the execution of
the
Rexgene Securities Purchase Agreement, Rexgene’s beneficial ownership increased
from 4,791,670 shares of Common Stock to 5,648,813 shares of Common
Stock. Such shares constitute beneficial ownership by Rexgene of
11.3% 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
8 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:
Rexgene
Securities Purchase Agreement
As
noted
in Item 4 above, on November 20, 2007, Rexgene and the Issuer entered into
the
Rexgene Securities Purchase Agreement, pursuant to which Rexgene agreed to
purchase, upon and subject to the terms and conditions stated therein, (i)
714,286 shares of Common Stock and (ii) the Warrant to acquire up to
142,857 shares of Common Stock at an exercise price of $1.80 per share, for
aggregate cash consideration of $1,000,000.40. The obligation of
Rexgene to purchase the Issuer’s securities under the Rexgene Securities
Purchase Agreement is subject to customary terms and conditions, and to the
prior or contemporaneous closing of the sale of $3,000,001.20 of the Issuer’s
securities to KT&G pursuant to the KT&G Securities Purchase
Agreement.
The
Rexgene Securities Purchase Agreement contains customary representations,
warranties and covenants. The Rexgene Securities Purchase Agreement
accords Rexgene “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 Rexgene
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
Rexgene 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
Rexgene. 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
8 Pages
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Registration
Rights Agreement
Upon
closing of the securities issuances to Rexgene pursuant to the Rexgene
Securities Purchase Agreement, the Issuer will enter into a Registration Rights
Agreement with Rexgene 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 Rexgene Securities
Purchase Agreement and upon exercise of the Warrant to be issued pursuant to
the
Rexgene 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 Rexgene Securities Purchase Agreement,
the Issuer will be obligated to pay to Rexgene each month, as liquidated
damages, an amount equal to 2% of the amount of its investment pursuant to
the
Rexgene 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 Rexgene 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 Rexgene Biotech Co., Ltd., included as
Exhibit
10.4 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 Rexgene Biotech Co., Ltd., included as
Exhibit
10.5 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 Rexgene Biotech Co., Ltd., included as
Exhibit
10.6 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
8 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
hereby certifies that the information set forth in this statement is true,
complete and correct.
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Dated: November
30, 2007
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/s/
S.H. Kwon
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Name:
Suk Hyung Kwon
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Title:
CEO
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SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page 8 of
8 Pages
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SCHEDULE
A
EXECUTIVE
OFFICERS AND DIRECTORS OF REXGENE BIOTECH CO., LTD.
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 Rexgene Biotech Co., Ltd.,
1330-13 Wooyoung Venture Bulding 4F, Seocho-dong, Seocho-gu, Seoul,
Korea.
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NAME
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PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT |
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Suk
Hyung Kwon
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President
of Rexgene
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Jong
Jin Park
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Vice
President of Rexgene
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Chung
Rae Lee
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R&D
Director of Rexgene
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Chung
Hwa Hong
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Professor
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Inje
University
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| 607 Obang-Dong, Gimhae, | |
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621-749,
Korea
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