8-K: Current report filing
Published on December 3, 2018
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 29, 2018
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On November 29, 2018, Rexahn Pharmaceuticals, Inc. (the “Company”) appointed Gil Price, M.D. to the Board of Directors of the Company (the “Board”),
effective immediately, to serve until the 2019 annual meeting of stockholders and until his successor is duly elected and qualified. Dr. Price has also been appointed to serve on the Compensation Committee and the Nominating and Corporate
Governance Committee of the Board.
Dr. Price is a clinical physician trained in internal medicine with a long-standing interest in drug development, adverse drug reactions, drug utilization
and regulation. Since 2017, Dr. Price has served as chief medical officer of the pharmacovigilance team of ProPharma Group, a global industry leader in comprehensive compliance services that span the entire lifecycle of pharmaceuticals, biologics,
and devices. He previously served as chief executive officer and chief medical Officer of Drug Safety Solutions, a provider of solutions for clinical and drug safety operations, from 2002 until its acquisition by ProPharma Group in 2017. From 1997
to 2002, Dr. Price was the director of clinical development for oncology at MedImmune, Inc., which is now the biologics subsidiary of AstraZeneca plc. Prior to joining MedImmune, Dr. Price worked in the contract research organization sector. Dr.
Price began his pharmaceutical career at Glaxo Inc., which is now GlaxoSmithKline plc, where he worked for nearly nine years on both the commercial and research sides of that company. From 2007 to 2016, Dr. Price served on the board of directors of
Sarepta Therapeutics, Inc., a commercial-stage biopharmaceutical company focused on the discovery and development of unique RNA-targeted therapeutics for the treatment of rare neuromuscular diseases. Dr. Price is a former member of the American
Medical Association, the Academy of Pharmaceutical Physicians and a past member of the American Society for Microbiology.
Upon his appointment to the Board, Dr. Price received an award of stock options to purchase 112,878 shares of the Company’s common stock under the
Company’s 2013 Stock Option Plan. Going forward, Dr. Price is expected to participate in the Company’s compensation program for non-employee directors, including for 2018, a pro-rated portion of the annual retainer and committee fees payable under
such program. Further information on this program is included in the Company’s 2018 annual proxy statement.
Item 7.01 Regulation FD Disclosure.
On December 3, 2018, the Company issued a press release announcing the appointment of Dr. Price to the Board. A copy of the Company’s press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibits.
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Exhibit No.
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Description
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Press Release dated December 3, 2018
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SIGNATURE
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: December 3, 2018
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/s/ Douglas J. Swirsky
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Douglas J. Swirsky
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President and Chief Executive Officer
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