8-K: Current report filing
Published on October 20, 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): October 20,
2009 (October 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 1.01. Entry Into a
Material Definitive Agreement.
Rexahn
Pharmaceuticals, Inc., a Delaware corporation (“Rexahn”), entered into an
engagement letter (the “Engagement Letter”), dated October 19, 2009
with Rodman & Renshaw, LLC (the “Placement Agent”), pursuant to which the
Placement Agent agreed to act as exclusive placement agent on a best efforts
basis for a proposed offering of our securities.
On
October 19, 2009, we entered into a Securities Purchase Agreement with five
institutional investors. Pursuant to the Securities Purchase
Agreement, we have agreed to issue to those investors the following securities
(the “Offering”):
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●
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6,072,383
shares of our common stock, par value $0.0001 per share;
and
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●
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Warrants
to purchase up to 2,125,334 shares of our common stock (the
“Warrants”);
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The
Warrants have an initial exercise price of $1.00 per share, and may be exercised
at any time and from time to time on or after the date of delivery of the
Warrants through and including the five-year anniversary thereof.
The
aggregate net proceeds from the Offering, after deducting the placement agents’
fees and estimated offering expenses payable by us (and excluding any proceeds
from exercise of the Warrants), are expected to be approximately $4.7
million. The Offering is expected to close on or about October 23,
2009, subject to satisfaction of standard closing conditions.
The
Placement Agent acted on a best efforts basis for the Offering and will receive
a placement fee equal to 6% of the gross proceeds of the Offering (including any
proceeds from exercise of the Warrants) as well as warrants to purchase 245,932
shares of our common stock at an exercise price of $1.00 per share.
We are
making the offering and sale of the above shares and warrants pursuant to a
shelf registration statement on Form S-3 (Registration No. 333-152640) declared
effective by the Securities and Exchange Commission on August 8, 2008, and a
base prospectus dated as of the same date, as supplemented by a prospectus
supplement to be filed with the Securities and Exchange Commission on or about
October 21, 2009.
The
descriptions of terms and conditions of the Engagement Letter, Securities
Purchase Agreement and Warrants set forth herein do not purport to be complete
and are qualified in their entirety by the full text of the form of Securities
Purchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference, the form of the Warrants, which is attached hereto as
Exhibit 4.1 and incorporated by reference herein, and the Engagement Letter,
which is attached hereto as Exhibit 1.1 and incorporated by reference
herein.
The legal
opinion of Chadbourne & Parke LLP relating to the shares and Warrants issued
in the offering and to the common stock issuable upon exercise of the Warrants
is attached as Exhibit 5.1 to this report.
A copy of
the press release making the announcement of the offering is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
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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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1.1
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Engagement
letter, dated as of October 19, 2009, by and between Rexahn
Pharmaceuticals, Inc. and Rodman & Renshaw, LLC.
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4.1
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Form
of Warrant.
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5.1
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Opinion
of Chadbourne & Parke LLP.
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10.1
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Securities
Purchase Agreement, dated as of October 19, 2009, by and between Rexahn
Pharmaceuticals, Inc. and the purchasers signatory
thereto.
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23.1
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Consent
of Chadbourne & Parke LLP (included in Exhibit
5.1).
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99.1
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Press
release dated October 19, 2009.
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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: October
20, 2009
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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Engagement
letter, dated as of October 19, 2009, by and between Rexahn
Pharmaceuticals, Inc. and Rodman & Renshaw, LLC.
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Form
of Warrant.
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Opinion
of Chadbourne & Parke LLP.
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Securities
Purchase Agreement, dated as of October 19, 2009, by and between Rexahn
Pharmaceuticals, Inc. and the purchasers signatory
thereto.
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23.1
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Consent
of Chadbourne & Parke LLP (included in Exhibit
5.1).
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Press
release dated October 19, 2009.
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