8-K: Current report filing
Published on October 26, 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 26,
2009 (October 23, 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
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(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
8.01. Other Events.
The $5 million sale of common stock and
warrants by Rexahn Pharmaceuticals, Inc. (the “Company”) described in
Item 1.01 of the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 20, 2009, closed on October 23,
2009 as contemplated by the Securities Purchase Agreement described
therein.
On October 23, 2009, Rexahn received
gross proceeds of $5 million cash for the sale of 6,072,383 shares of common
stock at $0.8234 per share to five institutional investors, and warrants to buy
an additional 2,125,334 shares of common stock at an exercise price of $1.00 per
share. Rodman & Renshaw, LLC, a subsidiary of Rodman &
Renshaw Capital Group, Inc. (NasdaqGM: RODM), acted as the exclusive placement
agent for this transaction and received warrants to purchase 245,932 shares of
common stock at an exercise price of $1.029 per share. The Company
has 71,924,496 shares outstanding following the completion of the
offering.
The Company’s press release dated
October 26, 2009 relating to such closing is attached hereto as Exhibit 99.1 and
is hereby incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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|
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99.1
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Press
release dated October 26, 2009.
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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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|||
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By:
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/s/ Chang H. Ah |
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Chang
H. Ahn
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Chairman
and Chief Executive Officer
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Date: October
26, 2009
EXHIBIT
INDEX