8-K/A: Current report filing
Published on March 2, 2009
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
8-K/A
CURRENT
REPORT
(Amendment
No. 1)
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): March 2, 2009 (February
19, 2009)
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
4.01. Changes in Registrant’s Certifying Accountant.
(1)
Resignation of Former Accountant.
(i) On
February 19, 2009, Lazar Levine &Felix LLP (the “Former Accountant”)
notified Rexahn Pharmaceuticals, Inc. (the “Company”) that its assets were
purchased by Parente Randolph, LLC (the “New Accountant”). Because of
the sale of assets, the Former Accountant had to resign as the Company’s
principal accounting firm.
(ii) The
Former Accountant reports on the Company’s financial statements for the past two
years do not contain any adverse, qualified, or modified opinions or disclaimers
of opinion. Additionally, the Former Accountant reports on the
Company’s financial statements for the past two years were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
(iii) The
resignation of the Former Accountant was not recommended or approved by the
audit committee or board of directors of the Company. The Company has
engaged the New Accountant. The decision to engage the New Accountant
was approved by the audit committee of the Company.
(iv)
During the Company’s two most recent fiscal years and all subsequent interim
periods preceding the Former Accountant’s resignation, there were no
disagreements with the Former Accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which, 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.
(v)
During the Company’s two most recent fiscal years and all subsequent interim
periods preceding the resignation of the Former Accountant:
(A) The
Former Accountant never advised the Company that the internal controls necessary
for the Company to develop reliable financial statements do not
exist.
(B) The
Former Accountant never advised the Company that information had come to its
attention that had led it no longer to be able to rely on the Company’s
management's representations, or that had made it unwilling to be associated
with the financial statements prepared by management.
(C) The
Former Accountant never advised the Company of the need to expand significantly
the scope of its audit, or that information has come to its attention that if
further investigated might:
(i)
materially impact the fairness or reliability of either: a previously issued
audit report or the underlying financial statements; or the financial statements
issued or to be issued covering the fiscal period(s) subsequent to the date of
the most recent financial statements covered by an audit report (including
information that may prevent it from rendering an unqualified audit report on
those financial statements); or
(ii)
cause it to be unwilling to rely on the Company’s management's representations
or be associated with the our financial statements; and the resignation of the
Former Accountant has not prevented the expansion of scope of any audit or
investigation.
(D) The
Former Accountant never advised the Company that information had come to its
attention that materially impacted the fairness or reliability of either (i) a
previously issued audit report or the underlying financial statements, or (ii)
the financial statements issued or to be issued covering the fiscal period(s)
subsequent to the date of the most recent financial statements covered by an
audit report (including information that, unless resolved to the Former
Accountant's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements); and the resignation of the Former
Accountant did not result in the failure to resolve any issue concerning a
previously-issued audit report or financial statement.
(2)
Engagement of New Accountant
On
February 20, 2009, the Company engaged the New Accountant as its independent
principal accountant to audit its financial statements.
During
the Company’s two most recent fiscal years, including all subsequent interim
periods prior to engaging the New Accountant, the Company did not consult the
New Accountant regarding any of the following matters:
(i)
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company’s financial statements, and no written report or oral advice was
provided to the Company that the New Accountant concluded was an important
factor considered by the Company in reaching a decision as to any accounting,
auditing or financial reporting issue; or
(ii)
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)).
We
have provided the Former Accountant and New Accountant with a copy of the
disclosures in this Item 4.01 and the Former Accountant has furnished us with a
letter addressed to the Commission stating that it agrees with the statements
that we have made in this Item 4.01. A copy of the letter dated February 27,
2009 is attached to this Current Report on Form 8-K/A as Exhibit
16.1.
Item
9.01. Financial Statements and Exhibits.
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(c)
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Exhibits
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See
Exhibit Index attached hereto.
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/
Change H. Ahn
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Chang
H. Ahn
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Chairman
and Chief Executive Officer
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Date:
March 2, 2009
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Letter
of Lazar Levine & Felix LLP dated February 27,
2009
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