SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on December 26, 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 response 14.5
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SCHEDULE
13D/A
Under
the
Securities Exchange Act of 1934
(Amendment
No. 2)
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)
December
24, 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 £
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).
SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
2 of 5
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
KT&G
Corporation 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)
£
(b)
£
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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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£
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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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£
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.99%
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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 5
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Explanatory
Note:
This
Amendment No. 2 (this “Amendment”) amends and supplements the statement on
Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) by
KT&G Corporation, a Korean corporation (“KT&G”), on May 23, 2005, as
amended by Amendment No. 1 to such Schedule 13D filed with the SEC on November
29, 2007.
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’
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
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 expended by KT&G to acquire the securities reported herein
is $3,000,001.20. KT&G funded 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:
As
previously reported, 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,
on December 24, 2007, KT&G purchased, 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.
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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) Upon
the closing under the KT&G Securities Purchase Agreement, KT&G acquired
(a) 2,142,858 additional shares of Common Stock, and (b) the Warrant to
purchase 428,572 additional shares of Common Stock at any time prior
to December 24, 2010 at an exercise price of $1.80 per share. Upon
the closing under the KT&G Securities Purchase Agreement, KT&G
beneficially owns 5,071,430 shares of Common Stock, including the 428,572 shares
of Common Stock subject to purchase upon exercise of the
Warrant. Such shares constitute
beneficial ownership by KT&G of 9.99% 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 December 4, 2007.
SCHEDULE
13D
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CUSIP
No. 761640 10 1
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Page
4 of 5
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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 the Current Report on Form 8-K of Rexahn Pharmaceuticals, Inc.
filed
November 21, 2007, is incorporated herein by
reference.
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Exhibit
2.
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Warrant,
dated December 24, 2007, issued to KT&G Corporation, filed as Exhibit
10.6 to the Issuer’s Form 8-K filed December 26, 2007, is incorporated
herein by reference.
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Exhibit
3.
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Registration
Rights Agreement, dated December 24, 2007, among Rexahn Pharmaceuticals,
Inc., KT&G Corporation and the several parties thereto, included as
Exhibit 10.9 to the Current Report on Form 8-K of Rexahn Pharmaceuticals,
Inc. filed December 26, 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
5 of 5
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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: December
24, 2007
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By:
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/s/
Hyo-Jin Oh
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Name:
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Hyo-Jin
Oh
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Title:
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Investment
Manager
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New
Business Office
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KT&G
Corporation
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