8-K: Current report filing
Published on July 16, 2008
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): July 16, 2008 (July 14,
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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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INFORMATION
TO BE INCLUDED IN THE REPORT
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Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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Rexahn
Pharmaceuticals, Inc. (“Rexahn,” “we” or “us”) entered into an employment
agreement with Rakesh Soni on July 14, 2008. Rexahn has appointed Mr.
Soni to serve as Chief Business Officer. Mr. Soni will report to
Rexahn's Chief Executive Officer.
Pursuant
to his employment agreement, Mr. Soni will be paid a salary of $200,000 per year
and be eligible to receive an annual cash bonus, determined by the Chief
Executive Officer, in his sole discretion, of up to 50% of salary. He
will also be entitled to receive such stock options under Rexahn's plan as the
Board, in its discretion, deems appropriate. The initial term will be
one year subject to earlier termination as provided in the
agreement. The employment agreement contains change of control
provisions which provide, among other things, that if Mr. Soni is terminated
without cause within one year after a change of control, he will be entitled to
a payment equal to this then current base salary, plus 50% thereof (in respect
of the bonus he would have received). The employment agreement
is filed as an exhibit hereto and this description is qualified by reference
thereto.
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Item
8.01.
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Other
Events
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Rexahn issued a press release
announcing the appointment of Rakesh Soni as Chief Business
Officer. The full text of the release is attached as Exhibit 99.
2
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Item
9.01.
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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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Employment
Agreement, dated as of July 14, 2008, by and between Rexahn
Pharmaceuticals, Inc. and Rakesh Soni.
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99
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Press
Release
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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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|||
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(Registrant)
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By:
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/s/
Chang H. Ahn
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||
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Chang
H. Ahn
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Chairman
and Chief Executive Officer
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Date:
July 16, 2008
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Employment
Agreement, dated as of July 14, 2008, by and between Rexahn
Pharmaceuticals, Inc. and Rakesh Soni
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|
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Press
Release
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5