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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): June 5, 2017

Rexahn Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company          ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

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Section 1 - Registrant’s Business and Operations

Item 1.01

Entry into a Material Definitive Agreement.

On June 6, 2017, Rexahn Pharmaceuticals, Inc., a Delaware corporation (“Rexahn”), and institutional investors entered into securities purchase agreements (the “Securities Purchase Agreement”), pursuant to which Rexahn agreed to sell 3,030,304 shares of its common stock and warrants exercisable for up to 1,515,152 shares of its common stock (exclusive of the Wainwright Warrants described below) in a registered direct offering (the “Offering”) for gross proceeds of $10 million. The shares and warrants are being sold in units, each consisting of one share of common stock and a warrant to purchase 0.5 of a share of common stock, at an offering price of $3.30 per unit.  Subject to certain ownership limitations, the warrants will be exercisable beginning six months following issuance and will expire five years from the initial exercise date. The warrants will have an exercise price of $4.00 per share.  The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.  The Offering is expected to close on or about June 12, 2017, subject to the satisfaction of customary closing conditions.

Rexahn also entered into an engagement letter (the “Engagement Letter”) with Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (“Wainwright”), on June 5, 2017, pursuant to which Wainwright agreed to serve as exclusive placement agent for the Offering.  Rexahn has agreed to pay Wainwright an aggregate fee up to 6% of the gross proceeds received in the Offering and pay Wainwright for expenses incurred in connection with the Offering in an amount equal to $30,000.  In connection with the Offering, Rexahn will also issue Wainwright or its designees warrants to purchase approximately 181,818 shares of Rexahn’s common stock (the “Wainwright Warrants”), representing a number of warrants equal to an aggregate of 6% of the number of shares sold in the Offering. The Wainwright Warrants will be substantially on the same terms as the other warrants issued in the Offering, except that the Wainwright Warrants will have an exercise price of $4.125 per share, will be exercisable beginning six months following issuance and will expire on June 6, 2022.

The net proceeds to Rexahn from the Offering, after deducting Wainwright’s fees and expenses, Rexahn’s estimated offering expenses, and excluding the proceeds, if any, from the exercise of the warrants issued in the Offering, are expected to be approximately $9.3 million.

The shares of common stock, warrants to purchase common stock, the Wainwright Warrants and shares of common stock issuable upon exercise of the warrants and the Wainwright Warrants will be issued pursuant to a prospectus supplement that will be filed with the Securities and Exchange Commission in connection with a takedown from Rexahn’s effective shelf registration statement on Form S-3 (File No. 333-196255) and the base prospectus dated as of June 26, 2014 contained in such registration statement.

The description of terms and conditions of the Engagement Letter, the form of warrant and the Securities Purchase Agreement set forth herein do not purport to be complete and are qualified in their entirety by the full text of the Engagement Letter, the form of warrant and the form of securities purchase agreement, which are attached hereto as Exhibits 1.1, 4.1 and 10.1, respectively, and incorporated herein by reference.

The Engagement Letter and the Securities Purchase Agreement contain representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of that agreement and in the context of the specific relationship between the parties.  The provisions of the Engagement Letter and the Securities Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to such agreements and are not intended as documents for investors and the public to obtain factual information about the current state of affairs of the parties to those documents and agreements.  Rather, investors and the public should look to other disclosures contained in Rexahn’s filings with the Securities and Exchange Commission.

Section 9 - Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

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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