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): September 1, 2020

 

Rexahn Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (240) 268-5300

N/A

(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 (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Securities registered pursuant to Section 12(b) of the Act:

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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On September 1, 2020, Rexahn Pharmaceuticals, Inc. (the “Company”) entered into a Warrant Exchange Agreement (the “Agreement”) with Anson Investments Master Fund LP (“Anson”). The Company previously issued to Anson (a) a warrant to purchase 62,500 shares (on a post-reverse stock split basis) of its common stock, par value $.0001 per share (the “Common Stock”) pursuant to the offering described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 14, 2016 (the “2016 Warrant”), (b) a warrant to purchase 44,192 shares (on a post-reverse stock split basis) of Common Stock pursuant to the offering described in the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2017 (the “2017 Warrant”), (c) a warrant to purchase 160,257 shares (on a post-reverse stock split basis) of Common Stock pursuant to the offering described in the Company’s Current Report on Form 8-K filed with the SEC on October 19, 2018 (the “2018 Warrant”), and (d) warrants to purchase an aggregate of 145,502 shares (on a post-reverse stock split basis) of Common Stock pursuant to the offering described in the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2019 (the “2019 Warrants” and together with the 2016 Warrant, the 2017 Warrant and the 2018 Warrant, the “Warrants”). Pursuant to the Agreement, on September 1, 2020, the Company issued to Anson an aggregate of 192,878 shares of Common Stock in exchange for the surrender and cancellation of the Warrants.

The above summary of the Agreement does not purport to be complete and is qualified in its entirety to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is qualified herein by this reference.

The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Warrants is being made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.

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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