8-K: Current report filing
Published on November 12, 2015
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): November 12, 2015
Rexahn Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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001-34079
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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
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20850
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (240) 268-5300
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)) |
Section 8 – Other Events
| Item 8.01 | Other Events. |
On November 12, 2015, Rexahn Pharmaceuticals, Inc., a Delaware corporation (“Rexahn”), closed a registered direct offering of 16,666,667 shares of its common stock and warrants to purchase 12,500,000 shares of its common stock, which Rexahn sold in units consisting of one share of common stock and a warrant to purchase 0.75 of a share of its common stock at an exercise price of $0.53 per share of common stock for gross proceeds of approximately $7.0 million (the “Offering”). The Offering was previously announced in a Current Report on Form 8-K filed on November 6, 2015. A copy of the legal opinion of Hogan Lovells US LLP relating to the legality of the issuance and sale of the shares of common stock, warrants and shares of common stock issuable upon exercise of the warrants in the Offering is filed herewith as Exhibit 5.1.
Section 9 - Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| 5.1 | Opinion of Hogan Lovells US LLP. |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1). |
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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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Date: November 12, 2015
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/s/ Tae Heum Jeong
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Tae Heum Jeong
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Senior Vice President of Finance & Chief Financial Officer
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Exhibit Listing
| Exhibit No. | Description |
| 5.1 | Opinion of Hogan Lovells US LLP. |
| 23.1 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1). |
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