8-K: Current report filing
Published on September 21, 2009
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): September 21,
2009 (September 16, 2009)
Rexahn
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
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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15245
Shady Grove Road
Suite
455
Rockville,
MD 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.
As previously reported in a Current
Report filed with the Securities and Exchange Commission on June 30, 2009, on
June 26, 2009, Rexahn Pharmaceuticals, Inc., a Delaware corporation (“Rexahn”),
entered into a Research and Exclusive License Option Agreement (the “Research
Agreement”) and a related Securities Purchase Agreement (the “Purchase
Agreement” and together with the Research Agreement, the “Agreements”) providing
for the development of a compound known as RX-3117, which is a small molecule,
new chemical entity or “NCE”, nucleoside compound that has an anti-metabolite
mechanism of action, and has therapeutic potential in a broad range of cancers
including colon, lung and pancreatic cancer. Because
of the confidentiality provisions of the Agreements, the identity of the other
party to the Agreements (and certain related information) was redacted from the
copies of the Agreements filed as exhibits to the Original Form
8-K.
On September 16, 2009, Rexahn entered
into Amendment No. 1 to the Purchase Agreement (“Amendment No. 1”) and
consummated the initial stock purchase transaction contemplated thereby. Rexahn
now is able to disclose that the other party to the Agreements is Teva
Pharmaceutical Industries Limited, a limited liability company organized under
the laws of Israel (“Teva”), and to file copies of the agreements from which the
identity of such party (and certain related information) has not been
redacted.
On
September 21, 2009, pursuant to the Purchase Agreement, as amended, Rexahn sold
to Teva 3,102,837 shares of its common stock, par value $0.0001 per share
(the “Common Stock”), at a purchase price of $1.128 per share, for total
consideration of $3,500,000.
Pursuant to the Purchase Agreement, as
amended, Teva has the option to purchase additional shares of Rexahn’s Common
Stock. If Teva exercises such option, it will acquire additional shares of
Common Stock having a value of $750,000 plus such additional amount equal to the
amount, if any, then anticipated to be required to complete the development of
RX-3117. The price for any such Common Stock purchased by Teva will equal 120%
of the closing price of the Common Stock on the last trading day prior to the
date of purchase; provided, that if the number of shares subject to purchase by
Teva would exceed 7% of the total outstanding Common Stock upon the completion
of such purchase, then the aggregate purchase price shall remain the same, but
the number of shares subject to purchase will be reduced so as not to exceed
such amount.
If after the closing of the second
tranche the parties determine that additional funding is required to complete
the development of RX-3117, then subject to the agreement of Rexahn and Teva,
Teva will provide the additional funding required for such purpose, in
consideration for which Rexahn will issue additional shares of its Common Stock.
The price for any such Common Stock will equal 100% of the closing price of the
Common Stock on the last trading day prior to the date of purchase; provided,
that if the number of shares subject to purchase by Teva would exceed 7% of the
total outstanding Common Stock upon the completion of the purchase, the
aggregate purchase price shall remain the same, but the number of shares subject
to purchase will be reduced so as not to exceed such amount.
A copy of the Research Agreement is
filed as Exhibit 10.1 to this current report, the contents of which are
incorporated herein by reference.
A copy of the Purchase Agreement is
filed as Exhibit 10.2 to this current report, the contents of which are
incorporated herein by reference.
2
A copy of Amendment No. 1 is filed as
Exhibit 10.3 to this current report, the contents of which are incorporated
herein by reference.
A copy of the press release Rexahn
issued with respect to the closing of the sale of Common Stock to Teva is
furnished with this current report as Exhibit 99.1.
Item
3.02 Unregistered Sales of Equity Securities.
As more fully described in response to
Item 1.01 above, on September 21, 2009, pursuant to the Purchase Agreement, as
amended, Rexahn sold to Teva 3,102,837 shares of its Common Stock at a
purchase price of $1.128 per share, for total consideration of
$3,500,000. Such shares of Common Stock were issued, and any
additional shares of Common Stock that may be issued to Teva pursuant to the
Purchase Agreement as described in response to Item 1.01 above will be issued,
pursuant to the exemption from the registration requirements of the Securities
Act of 1933, as amended, afforded by Section 4(2) thereof as a transaction to an
accredited investor not involving a public offering. Teva represented
its intention to acquire the common stock for investment only and not with a
view to or for sale in connection with any distribution thereof, and an
appropriate legend will be affixed to the share certificates issued to
Teva.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description
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10.1*
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Research
and Exclusive License Option Agreement, dated as of June 26, 2009, by and
between Rexahn Pharmaceuticals, Inc. and Teva Pharmaceutical Industries
Limited.
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10.2
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Securities
Purchase Agreement, dated as of June 26, 2009, by and between Rexahn
Pharmaceuticals, Inc. and Teva Pharmaceutical Industries
Limited.
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10.3
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Amendment
No. 1 to Securities Purchase Agreement, dated as of September 16, 2009, by
and between Rexahn Pharmaceuticals, Inc. and Teva Pharmaceutical
Industries Limited.
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99.1
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Press
release dated September 21, 2009.
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*
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Rexahn
Pharmaceuticals, Inc. has applied for confidential treatment of certain
provisions of this exhibit with the SEC. The confidential
portions of this exhibit are marked by an asterisk and have been omitted
and filed separately with the SEC pursuant to Rexahn’s request for
confidential treatment.
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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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|||
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By:
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/s/ Chang H. Ahn
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Chang
H. Ahn
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|||
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Chairman
and Chief Executive Officer
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Date: September
21, 2009
4
EXHIBIT
INDEX
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Exhibit
Number
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Description
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Research
and Exclusive License Option Agreement, dated as of June 26, 2009, by and
between Rexahn Pharmaceuticals, Inc. and Teva Pharmaceutical Industries
Limited.
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|
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Securities
Purchase Agreement, dated as of June 26, 2009, by and between Rexahn
Pharmaceuticals, Inc. and Teva Pharmaceutical Industries
Limited.
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Amendment
No. 1 to Securities Purchase Agreement, dated as of September 16, 2009, by
and between Rexahn Pharmaceuticals, Inc. and Teva Pharmaceutical
Industries Limited.
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Press
release dated September 21, 2009.
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*
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Rexahn
Pharmaceuticals, Inc. has applied for confidential treatment of certain
provisions of this exhibit with the SEC. The confidential portions of this
exhibit are marked by an asterisk and have been omitted and filed
separately with the SEC pursuant to Rexahn’s request for confidential
treatment.
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