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Published on March 2, 2009
March 2,
2009
Tabatha
Akins, Staff Accountant
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
Re: Rexahn
Pharmaceuticals, Inc.
Item 4.01 Form 8-K
Filed February 23m 2009
File No. 001-34079
Dear Ms.
Akins:
We are in
receipt of your letter dated February 25, 2009 providing comments on the
referenced filing for Rexahn Pharmaceuticals, Inc. (the “Company”).
We are
concurrently filing via EDGAR Amendment No. 1 to Form 8-K, and for the
convenience of the staff of the Securities and Exchange Commission (the
“Staff”), we are providing by overnight delivery copies of this letter and
marked copies of Amendment No. 1. Amendment No. 1 as filed via EDGAR
is marked as specified in Item 310 of Regulation S-T.
In this
letter, we have recited the comments from the Staff in bold type and have
followed each comment with the Company’s responses.
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1.
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With respect to paragraph (iv),
please amend your filing to filing to explicitly state whether during the
Company's two most recent fiscal years and all subsequent interim periods
through February 19, 2009 there were any disagreements with the former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter
of the disagreement(s) in connection with its
report.
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Per the
conversation you had with Monica Klein, the Company’s counsel, on February 27,
2009, we believe no change is necessary as the current disclosure includes the
subsequent interim periods through the resignation.
Tabatha
Akins
March 2,
2009
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2.
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Please amend your filing to
make the following revisions to your
disclosure;
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a.
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Your
reference to the "including all subsequent interim periods" is too
vague. Please amend your filing to explicitly state whether,
during your past two fiscal years through the date of engagement (February
20, 2009), you consulted Parente Randolph, LLC regarding any of the
matters outlined in Item: 304(a)(2) of Regulation
S-K.
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As
requested by the Staff, the Company has revised the disclosure.
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b.
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With
respect to the paragraph (i), please revise your disclosure to state "the
application of accounting principles to a specified transaction, either
completed or proposed".
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As
requested by the Staff, the Company has revised the disclosure.
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c.
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With
respect to the paragraph (ii), please revise your disclosure to state "Any
matter that was either the subject of a disagreement (as defined in
paragraph 304(a)(1)(iv) and the related instructions to this item) or a
reportable event (as described in paragraph
304(a)(1)(v))".
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As
requested by the Staff, the Company has revised the disclosure.
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3.
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Upon amending your filing,
please include, as Exhibit 16, an updated letter from your former
accountants, lazar Levine & Felix LLP, as required by Item 304(a)(3)
of Regulation S-K. Please ensure that your former accountants
date their letter.
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The
Company has included an updated letter from the former
accountants.
Tabatha
Akins
March 2,
2009
Page
3
In
connection with responding to the Staff’s comments in the February 25, 2009
letter, the Company acknowledges and agrees that:
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·
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The
Company is responsible for the adequacy and accuracy of the disclosure in
the filing;
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·
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Staff
comments or changes to disclosure in response to staff comments do not
foreclose the Securities and Exchange Commission from taking any action
with respect to the filing; and
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The
Company may not assert staff comments as a defense in any proceeding
initiated by the Securities and Exchange Commission or any person under
the federal securities laws of the United
States.
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Please
acknowledge receipt of this letter and the enclosed materials by stamping the
enclosed duplicate of this letter and returning it to Monica Klein in the
envelope provided.
We
believe that the foregoing adequately responds to your correspondence and
questions. Please direct your questions or comments to Beth Hughes
(703/760-1649). In addition, we respectfully request that you provide
a facsimile of any additional comments you may have to Monica Klein’s attention
at 730/821-8949.
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Very
truly yours,
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| /s/ Ted T.H. Jeong | ||
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Ted
T.H. Jeong
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Chief
Financial Officer
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Rexahn
Pharmaceuticals, Inc.
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