8-K: Current report filing
Published on March 26, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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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): March 26, 2008 (March 20,
2008)
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.
Jungwoo
Securities Purchase Agreements
As previously reported, 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. Such closing occurred as scheduled. 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. Such closing did not occur.
On March
20, 2008, we entered into a new Securities Purchase Agreement with Jungwoo,
pursuant to which Jungwoo agreed to purchase, upon and subject to the terms and
conditions stated therein, (i) 285,715 shares of our common stock and
(ii) a warrant to acquire up to 57,143 shares of our common stock at an
exercise price of $1.80 per share, for aggregate cash consideration of
$400,001.00 at a closing scheduled to be held on March 28,
2008. Pursuant to the March 20, 2008 Securities Purchase Agreement,
we released Jungwoo from any obligation to purchase any additional securities of
the Company pursuant to the December 17, 2007 Securities Purchase
Agreement.
On March
20, 2008, we entered into a Securities Purchase Agreement with Super Bio Co.
Ltd., a Korean corporation (“Super Bio”). Pursuant to such Securities
Purchase Agreement, Super Bio 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 March 28, 2008.
The
foregoing Securities Purchase Agreements with Jungwoo and Super Bio 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 and Super Bio 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
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 March 20, 2008, 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 285,715
shares of our common stock and a warrant to purchase 57,143 shares of our
common stock for total consideration of
$400,001.00.
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|
·
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an
agreement with Super Bio whereby we agreed to issue to Super Bio 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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After
payment of certain expenses, we expect to receive approximately
$900,001.20 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.
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 March 20, 2008, 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 March 20, 2008, by and between Rexahn
Pharmaceuticals, Inc. and Super Bio Co. Ltd., (the “Super Bio
Securities Purchase Agreement”).
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10.3
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Form
of Warrant for issuance pursuant to the Jungwoo Securities Purchase
Agreement and the Super Bio Securities Purchase
Agreement.
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3
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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March
26, 2008
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4
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Securities
Purchase Agreement, dated as of March 20, 2008, 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 March 20, 2008, by and between Rexahn
Pharmaceuticals, Inc. and Super Bio Co. Ltd., (the “Super Bio
Securities Purchase Agreement”).
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Form
of Warrant for issuance pursuant to the Jungwoo Securities Purchase
Agreement and the Super Bio Securities Purchase
Agreement.
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5