8-K: Current report filing
Published on December 18, 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): December 18, 2007 (December
17, 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:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01. Entry Into a Material Definitive
Agreement.
December
17 Securities Purchase
Agreements
On
December 17, 2007, we entered into a
Securities Purchase Agreement with Jungwoo Family Co., Ltd., a Korean
corporation (“Jungwoo”). Pursuant to such Securities Purchase
Agreement, Jungwoo agreed to purchase, upon and subject to the terms and
conditions stated therein, (i) 142,857 shares of our common stock and
(ii) a warrant to acquire up to 28,571 shares of our common stock at an
exercise price of $1.80 per share, for aggregate cash consideration of
$199,999.80 at a closing scheduled to be held on December 24,
2007. Pursuant to such Securities Purchase Agreement, Jungwoo also
agreed to purchase, upon and subject to the terms and conditions stated therein,
(i) 1,285,714 shares of our common stock and (ii) a warrant to acquire up
to 257,143 shares of our common stock at an exercise price of $1.80 per share,
for aggregate cash consideration of $1,799,999.60 at a closing scheduled
to be
held on February 29, 2008.
On
December 17, 2007, we entered into a
Securities Purchase Agreement with Kumho Investment Bank, a Korean corporation
(“Kumho”). Pursuant to such Securities Purchase Agreement, Kumho
agreed to purchase, upon and subject to the terms and conditions stated therein,
(i) 357,143 shares of our common stock and (ii) a warrant to acquire up to
71,429 shares of our common stock at an exercise price of $1.80 per share,
for
aggregate cash consideration of $500,000.20. The closing under such
Securities Purchase Agreement is scheduled to occur on December 24,
2007.
On
December 17, 2007, we entered into a
Securities Purchase Agreement with 26 individual investors, each of whom
is
either a Korean corporation, or a natural person who is a citizen and resident
of Korea. Pursuant to such Securities Purchase Agreement, the
investors agreed to purchase, upon and subject to the terms and conditions
stated therein, (i) 1,500,015 shares of our common stock and (ii) warrants
to acquire up to 300,003 shares of our common stock at an exercise price
of
$1.80 per share, for aggregate cash consideration of
$2,100,021.00. The closing under such Securities Purchase
Agreement is also scheduled to occur on December 24, 2007.
The
foregoing Securities Purchase
Agreements with Jungwoo, Kumho and the individual Korean investors contain
customary representations, warranties and covenants. The Securities
Purchase Agreements accord the purchasers thereunder “full ratchet”
anti-dilution protection for a period of two years following the closing
of
their purchase of our securities. This means that if we issue a share
of our common stock at a purchase price of less than $1.40 per share during
the
relevant period, we will be obligated to issue an additional number of
shares of
our common stock to such investors such that their effective purchase price
per
share equals the lowest such price at which we issue any share of our common
stock. In addition, the Securities Purchase Agreements obligate us to
take commercially reasonable efforts to list our common stock on the AMEX
within
the next three years.
Warrants
The
warrants to be issued to Jungwoo,
Kumho and the individual Korean investors pursuant to the foregoing Securities
Purchase Agreements will be exercisable for a term of three years at an
exercise
price of $1.80 per share. The warrants will include 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 warrants also will be subject to “full ratchet”
anti-dilution protection. This means that if we issue a share of our
common stock at a purchase price of less than $1.80, the exercise price
of the
warrants will be reduced to the lowest such price at which we issue any
share of
our common stock. Certain securities issuances by us will not trigger
this anti-dilution protection.
2
Registration
Rights Agreement
We
will
enter into a Registration Rights Agreement with Jungwoo, Kumho and the
individual Korean investors upon the closing of the sale of our securities
to
them pursuant to their respective Securities Purchase
Agreements. Pursuant to this agreement, we will agree to file a shelf
registration statement with the Securities and Exchange Commission (the “SEC”)
covering the resale of the common stock to be issued to Jungwoo,
Kumho and the individual Korean investors, and the common stock to be issued
upon exercise of the warrants to be issued to Jungwoo, Kumho and the individual
Korean investors, as described above. We will be obligated to file
such resale registration statement with the SEC no later than 60 days after
our common stock is listed for trading on the American Stock Exchange (the
“AMEX”). If we fail to file the resale registration statement by such
date, or if we fail to take certain other actions required under the related
Securities Purchase Agreements, we will be obligated to pay to Jungwoo, Kumho
and the individual Korean investors, each month, as liquidated damages, an
amount equal to 2% of the amount of their respective investments pursuant
to the
Securities Purchase Agreements. If we fail to pay the liquidated
damages when and as due, we 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 agreements described therein and is qualified in its entirety
by
reference to such documents, copies of which are attached hereto as
Exhibits.
Item
3.02. Unregistered Sales of Equity
Securities.
As
described above in response to Item
1.01, on December 17, 2007, we entered into the following Securities Purchase
Agreements:
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·
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an
agreement with Jungwoo whereby we agreed to issue to Jungwoo
1,428,571
shares of our common stock and a warrant to purchase 285,714
shares of our
common stock for total consideration of
$1,999,999.40.
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·
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an
agreement with Kumho whereby we agreed to issue to Kumho 357,143
shares of
our common stock and a warrant to purchase 71,429 shares of our
common
stock for total consideration of
$500,000.20.
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·
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an
agreement with 26 individual Korean investors whereby we agreed
to issue
to them 1,500,015 shares of our common stock and a warrant to
purchase
300,003 shares of our common stock for total consideration of
$2,100,021.00.
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After
payment of certain expenses, we
expect to receive approximately $8,600,022.20 in net proceeds upon closing
of
the above-described sales of our securities. We intend to use the
proceeds of the sales for general corporate purposes.
The
foregoing offers and sales of our
securities will occur outside the United States to persons other than U.S.
persons in offshore transactions meeting the requirements of Rule 904 of
Regulation S under the Securities Act. Such offers and sales
will be made in accordance with Section 4(2) of the Securities Act and
Regulation D and/or Regulation S thereunder. Such securities have not
been registered under the Securities Act and may not be offered or sold in
the
United States absent registration under the Securities Act or an applicable
exemption from registration requirements under the Securities
Act.
3
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
Number
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Description
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10.1
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Securities
Purchase Agreement, dated as of December 17, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and Jungwoo Family Co., Ltd. (the “Jungwoo
Securities Purchase Agreement”).
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10.2
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Securities
Purchase Agreement, dated as of December 17, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and Kumho Investment Bank (the “Kumho Securities
Purchase Agreement”).
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10.3
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Securities
Purchase Agreement, dated as of December 17, 2007, by and among
Rexahn
Pharmaceuticals, Inc. and the several parties signatory thereto
(the
“Individual Investor Securities Purchase Agreement”).
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10.4
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Form
of Warrant for issuance pursuant to the Jungwoo Securities Purchase
Agreement, the Kumho Securities Agreement and the Individual Investor
Securities Purchase Agreement.
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10.5
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Form
of Registration Rights Agreement for execution pursuant to the
Jungwoo
Securities Purchase Agreement, the Kumho Securities Agreement and
the
Individual Investor Securities Purchase
Agreement.
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4
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:
December 18, 2007
5
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Securities
Purchase Agreement, dated as of December 17, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and Jungwoo Family Co., Ltd. (the “Jungwoo
Securities Purchase Agreement”).
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||
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Securities
Purchase Agreement, dated as of December 17, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and Kumho Investment Bank (the “Kumho Securities
Purchase Agreement”).
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Securities
Purchase Agreement, dated as of December 17, 2007, by and among
Rexahn
Pharmaceuticals, Inc. and the several parties signatory thereto
(the
“Individual Investor Securities Purchase Agreement”).
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Form
of Warrant for issuance pursuant to the Jungwoo Securities Purchase
Agreement, the Kumho Securities Agreement and the Individual Investor
Securities Purchase Agreement.
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Form
of Registration Rights Agreement for execution pursuant to the
Jungwoo
Securities Purchase Agreement, the Kumho Securities Agreement and
the
Individual Investor Securities Purchase
Agreement.
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