¨
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the
|
|
x
|
Definitive
Proxy Statement
|
Commission
Only (as permitted
|
||
¨
|
Definitive
Additional Materials
|
by
Rule 14a-6(e)(2))
|
||
¨
|
Soliciting
Material Pursuant to § 240.14a-12
|
|||
REXAHN
PHARMACEUTICALS, INC.
|
x
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee
was paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
By
Order of the Board of Directors,
|
|
Chairman
of the Board
|
·
|
each
person, or group of affiliated persons, known to us to own beneficially
own 5% or more of the outstanding common
stock;
|
·
|
each
director;
|
·
|
each
executive officer; and
|
·
|
all
of the directors and executive officers as a
group.
|
Shares
of Rexahn Pharmaceuticals Common
Stock Beneficially
Owned
|
||||||||||
Name
of Beneficial Owner
|
Number
of Shares
|
Percentage
|
||||||||
Directors
and Executive Officers:
|
||||||||||
Chang
H. Ahn*(3)
|
20,791,660
|
(1)(2)
|
44.4
|
%
|
||||||
Charles
Beever*(3)
|
—
|
—
|
||||||||
Kwang
Soo Cheong*(3)
|
—
|
—
|
||||||||
Tae
Heum Jeong*
|
900,000
|
(4)
|
1.9
|
%
|
||||||
Y.
Michele Kang*
|
—
|
—
|
||||||||
David
McIntosh*
|
75,000
|
(5)
|
Less
than 1
|
%
|
||||||
Young-Soon
Park*
|
9,250,660
|
(1)(6)
|
19.9
|
%
|
||||||
George
F. Steinfels*
|
225,000
|
(7)
|
Less
than 1
|
%
|
||||||
All
executive officers and directors as a group (8 persons)
|
24,900,660
|
52.4
|
%
|
|||||||
Holders
of more than 5% of shares:
|
||||||||||
Korean
Rexahn Investors Voting Trust*
|
6,341,660
|
13.7
|
%
|
|||||||
Rexgene
Biotech Co., Ltd.**
|
4,791,670
|
(8)
|
10.3
|
%
|
||||||
Chong
Kun Dang Pharmaceutical Corp.***
|
3,000,000
|
(8)
|
6.5
|
%
|
||||||
KT&G
Corporation****
|
2,500,000
|
(8)
|
5.4
|
%
|
*
|
c/o
Rexahn, Corp, 9620 Medical Center Drive, Rockville, MD
20850.
|
** |
4F
Wooyoung Venture Bldg. 1330-13, Seocho-dong Seocho-gu, Seoul 137-070,
Korea.
|
*** |
368,
3-ga, Chungjeong-ro, Seodaemun-gu, Seoul 120-756,
Korea.
|
**** |
100
Pyongchon-dong, Daedeog-gu, Daejeon 306-130,
Korea.
|
(1) |
Includes
6,341,660 shares of common stock that are subject to the Korean
Rexahn
Investors Voting Trust, of which Dr. Ahn and Dr. Park are
co-trustees. The voting trust agreement will terminate in July
2008,
subject to earlier termination in accordance with its terms. As
co-trustees, Dr. Ahn and Dr. Park have the exclusive unqualified
right and power to exercise all of the voting rights and powers
with
respect to the shares that are subject to the voting trust. The
voting
trust holds shares on behalf of approximately sixty individual
and
institutional owners resident in Korea, none of whom (other than
Dr. Park) has investment power with respect to more than 5% of the
outstanding shares of common stock.
|
(2) |
Includes
Dr. Ahn’s options to purchase 300,000 shares of common stock that are
currently exercisable or exercisable within 60 days of May 1, 2006,
500,000 shares held by Dr. Ahn’s wife, Inok Ahn, and Mrs. Ahn’s options to
purchase 150,000 shares of common stock that are currently exercisable
or
exercisable within 60 days of May 1,
2006.
|
(3) |
Charles
Beever, Kwang Soo Cheong and Y. Michele Kang became directors on
May 1,
2006.
|
(4) |
Includes
Mr. Jeong’s options to purchase 400,000 shares of common stock that are
currently exercisable or exercisable within 60 days of May 1,
2006.
|
(5) |
Includes
Mr. McIntosh’s options to purchase 75,000 shares common stock that
are currently exercisable or exercisable within 60 days of May
1,
2006.
|
(6) |
Includes
166,000 shares of common stock as to which Dr. Park holds shared
investment power subject to the Korean Rexahn Investors Voting
Trust.
|
(7) |
Includes
Dr. Steinfels’ options to purchase 225,000 shares of common stock that are
currently exercisable or exercisable within 60 days of May 1, 2006.
|
(8) |
The
boards of directors of each of Rexgene, Chong Kun Dang and KT&G, each
a Korean corporation, have sole voting and sole investment power
as to the
shares owned by their respective
corporations.
|
Name
|
Age
|
Position
|
||
Dr.
Chang H. Ahn
|
54
|
Chairman
of the Board and Chief Executive Officer
|
||
Charles
Beever
|
53
|
Director
|
||
Dr.
Kwang Soo Cheong
|
45
|
Director
|
||
Tae
Heum Jeong
|
35
|
Chief
Financial Officer, Secretary and Director
|
||
Y.
Michele Kang
|
46
|
Director
|
||
David
McIntosh
|
47
|
Director
|
||
Dr.
Young-Soon Park
|
59
|
Director
|
·
|
appoint
or replace and oversee our independent auditors and approve all
audit
engagement fees and terms;
|
·
|
preapprove
all audit (including audit-related) services, internal control-related
services and permitted non-audit services (including fees and terms
thereof) to be performed for us by our independent
auditors;
|
·
|
review
and discuss with our management and independent auditors significant
issues regarding accounting and auditing principles and practices
and
financial statement presentations;
|
·
|
review
and approve our procedures for the receipt, retention and treatment
of
complaints regarding accounting, internal accounting controls or
auditing
matters and the confidential, anonymous submission by our employees
of
concerns regarding accounting or auditing matters; and
|
·
|
review
and oversee our compliance with legal and regulatory
requirements.
|
·
|
fix
salaries of executive officers and review salary plans for other
executives in senior management
positions;
|
·
|
review
and make recommendations with respect to the compensation and benefits
for
non-employee directors, including through equity-based
plans;
|
·
|
evaluate
the performance of our CEO and other senior executives and assist
the
Board in developing and evaluating potential candidates for executive
positions; and
|
·
|
administer
our incentive compensation, deferred compensation and equity-based
plans
pursuant to the terms of the respective
plans.
|
·
|
review,
evaluate and seek out candidates qualified to become Board
members;
|
·
|
review
committee structure and recommend directors for appointment to
committees;
|
·
|
develop,
reevaluate (not less frequently than every three years) and recommend
the
selection criteria for Board and committee
membership;
|
·
|
establish
procedures to oversee evaluation of our Board, its committees,
individual
directors and management; and
|
·
|
develop
and recommend guidelines on corporate
governance.
|
·
|
the
option price will be determined by the stock option committee;
provided,
however, that the option price for an incentive stock option
may not be
less than 100% of the fair market value of the shares of our
common stock
on the date of grant (110% for grants to an optionee owning more
than 10%
of our total combined voting power);
|
·
|
the
term during which each stock option may be exercised will be
determined by
the stock option committee; provided, however, that incentive
stock
options generally may not be exercised more than ten years from
the date
of grant (five years for grants to an optionee owning more than
10% of our
total combined voting power); and
|
·
|
at
the time of exercise of a stock option the option price must
be paid in
full in cash or in shares of our common stock or in a combination
of cash
and shares of our common stock or by such other means as the
stock option
committee may determine.
|
Number
of securities to be issued upon exercise of outstanding options,
warrants
and
rights
|
Weighted
average exercise price of outstanding options, warrants
and rights
|
Number
of securities remaining available for future issuance under equity
compensation
plans
|
||||||||
Equity
compensation plans approved by stockholders
|
||||||||||
Rexahn
stock option plan
|
6,795,795
|
$
|
0.89
|
137,500
|
||||||
CPRD
stock option plan
|
—
|
—
|
10,000
|
|||||||
Equity
compensation plans not approved by stockholders
|
—
|
—
|
—
|
|||||||
Total
|
6,795,795
|
$
|
0.89
|
147,500
|
2005
|
2004
|
||||||
Audit
Fees
|
$
|
61,000
|
$
|
26,000
|
|||
Audit
Related Fees
|
—
|
—
|
|||||
Tax
Fees
|
—
|
—
|
|||||
All
Other Fees
|
—
|
—
|
By
the Board of Directors:
|
|
Chang
H. Ahn
|
|
Tae
Heum Jeong
|
|
David
McIntosh
|
|
Young-Soon
Park
|
Name
and Principal Position(s)
|
Year
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation ($)
|
Securities
Underlying Options (Shares)
|
All
Other Compensation ($)
|
|||||||||||||
Chang
H. Ahn
|
2005
|
$
|
350,000
|
$
|
70,000
|
—
|
1,000,000
|
—
|
|||||||||||
Chairman
of the
|
2004
|
$
|
350,000
|
—
|
—
|
—
|
—
|
||||||||||||
Board
and Chief
|
2003
|
$
|
338,461
|
—
|
—
|
—
|
—
|
||||||||||||
Executive
Officer
|
|
||||||||||||||||||
|
|||||||||||||||||||
Tae
Heum Jeong
|
2005
|
$
|
111,470
|
$
|
20,000
|
—
|
500,000
|
—
|
|||||||||||
Chief
Financial
|
2004
|
$
|
97,432
|
—
|
—
|
—
|
|||||||||||||
Officer
|
2003
|
$
|
61,538
|
—
|
—
|
250,000
|
—
|
||||||||||||
|
|||||||||||||||||||
George
F. Steinfels(1)
|
2005
|
$
|
165,385
|
$
|
20,000
|
—
|
500,000
|
—
|
|||||||||||
Chief
Business Officer and Senior Vice President, Clinical
Development
|
2004
|
$
|
80,182
|
—
|
—
|
250,000
|
—
|
||||||||||||
|
|||||||||||||||||||
Frank
Ferraro(2)
|
2005
|
—
|
—
|
—
|
—
|
$
|
120,000(4)
|
|
|||||||||||
Chief
Executive
|
2004
|
$
|
90,000(3)
|
|
—
|
—
|
—
|
—
|
|||||||||||
Officer
and President
|
2003
|
$
|
90,000(3)
|
|
—
|
—
|
—
|
—
|
(1)
|
Mr.
Steinfels joined in June 2004; therefore, compensation information
for Mr.
Steinfels is provided only for fiscal 2004 and 2005.
|
(2)
|
Mr.
Ferraro resigned from all his positions with the Company in May
2005.
|
(3)
|
During
fiscal 2003 and 2004, payments of Mr. Ferraro’s salary under his
employment agreement were deferred in the amount of $42,026 and
$76,020,
respectively.
|
(4)
|
Mr.
Ferraro received 500,000 shares of common stock issued after the
Merger
pursuant to the Settlement Agreement dated May 12, 2005 in consideration
of the cancellation of $122,500 of deferred salary and certain
other
reimbursements owed to Mr. Ferraro in exchange for such shares
of common
stock and certain assets. The value of the 500,000 shares issued
to Mr.
Ferraro is based on the value of Rexahn, Corp common stock on January
20,
2005.
|
Number
of Securities Underlying Options Granted (Shares)1
|
Percentage
of Total Options Granted to Rexahn Employees in Fiscal
2005
|
Exercise
Price (per share)
(1)
|
Expiration
Date
|
||||||||||
|
|||||||||||||
Chang
H. Ahn
|
1,000,000
|
35.7
|
%
|
$
|
0.80
|
1/20/2015
|
|||||||
Tae
Heum Jeong
|
500,000
|
17.9
|
%
|
$
|
0.80
|
1/20/2015
|
|||||||
George
F. Steinfels
|
500,000
|
17.9
|
%
|
$
|
0.80
|
1/20/2015
|
|||||||
Frank
Ferraro(2)
|
—
|
—
|
%
|
$
|
—
|
—
|
(1)
|
On
January 20, 2005, Dr. Ahn, Mr. Jeong and Dr. Steinfels received
grants of
options to purchase 200,000, 100,000 and 100,000 shares of Rexahn
common
stock, respectively, at an exercise price of $4.00 per share, which
after
giving effect to the adjustments in the Merger became options to
purchase
1,000,000, 500,000 and 500,000 shares of Rexahn Pharmaceuticals
common
stock, respectively, at an exercise price of $0.80. These options
will
vest 30%, 30% and 40% on the first, second and third anniversaries,
respectively, of the date of grant.
|
(2)
|
Mr.
Ferraro resigned from all his positions with the Company in May
2005.
|
Number
of Unexercised Options
Held at December
31, 2005(1)
|
Value
of Unexercised In-the-Money
Options at
December
31, 2005(2)
|
||||||||||||||||||
Name
|
Shares
Acquired on
Exercise
|
Value
Realized
|
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||||||||||||
Chang
H. Ahn
|
—
|
—
|
—
|
1,000,000
|
$
|
—
|
$
|
1,200,000
|
|||||||||||
Tae
Heum Jeong
|
—
|
—
|
250,000
|
500,000
|
$
|
384,000
|
$
|
600,000
|
|||||||||||
George
F. Steinfels
|
—
|
—
|
75,000
|
675,000
|
$
|
90,000
|
$
|
810,000
|
|||||||||||
Frank
Ferraro(3)
|
—
|
—
|
—
|
—
|
$
|
—
|
$
|
—
|
(1)
|
Option
information reflects options to purchase shares of Rexahn common
stock
outstanding as of December 31, 2005 which were adjusted in the Merger
to become options to purchase Rexahn Pharmaceuticals common stock,
and
gives effect to the Merger exchange ratio of five shares of Rexahn
Pharmaceuticals common stock for each share of Rexahn common
stock.
|
(2)
|
Based
on closing price of our common stock of $2.00 on December 14, 2005,
the
last day any trades of common stock were reported in the year
2005.
|
(3)
|
Mr.
Ferraro resigned from all his positions with the Company in May
2005.
|
1)
|
Review
and discuss with management and the independent auditors the Company’s
annual audited financial statements, including the Company’s disclosures
made in management’s discussion and analysis of financial condition and
results of operations, prior to the filing of the Annual Report
on Form
10-KSB.
|
2)
|
Recommend
to the Board of Directors whether the annual audited financial
statements
should be included in the Company’s Annual Report on Form 10-KSB. Prepare
and submit the audit committee report as required by the rules
of the SEC
for inclusion in the Company’s annual proxy statement or annual report on
Form 10-KSB filed with the SEC.
|
3)
|
Review
and discuss with management and the independent auditors (a) significant
issues regarding accounting and auditing principles and practices
and
financial statement presentations, including any significant changes
in
the Company’s selection or application of accounting principles, and any
major issues as to the adequacy of the Company’s internal and disclosure
controls and any special audit steps adopted in light of material
control
deficiencies; (b) analyses prepared by management and/or the independent
auditors setting forth significant financial reporting issues and
judgments made in connection with the preparation of the Company’s
financial statements, including analyses of the effect of alternative
Generally Accepted Accounting Principles (“GAAP”) methods on the Company’s
financial statements; and (c) the effect of regulatory and accounting
initiatives, as well as any off-balance sheet structures, on the
Company’s
financial statements.
|
4)
|
Review
and discuss with management and the independent auditors the quarterly
earnings news releases prior to
issuance.
|
5)
|
Review
and discuss with management and the independent auditors the Company’s
quarterly report on Form 10-QSB, including the Company’s quarterly
financial statements and the disclosures made in management’s discussion
and analysis of financial condition and results of operations.
This review
shall occur prior to the filing of the Quarterly Report on Form
10-QSB.
|
6)
|
Discuss
periodically with management financial information and earnings
guidance
provided to analysts and rating agencies for the Company. This
responsibility may be performed generally (i.e.,
by discussing the types of information to be disclosed and the
type of
presentation to be made). The Committee need not discuss in advance
each
instance in which the Company may provide financial information,
including
earnings guidance, to analysts and rating
agencies.
|
7)
|
Discuss
periodically with management any use of “pro forma”, or “adjusted”
non-GAAP, information (i.e.,
non-GAAP financial measures) that may be included in a Form 10-KSB,
Form
10-QSB, earnings release or financial information or earnings guidance
provided to analysts and rating agencies. This responsibility may
be
performed generally (i.e.,
by
discussing the types of information to be
disclosed).
|
8)
|
Review,
prior to the CEO and CFO quarterly or annual report certification
submission to the SEC, (a) all significant deficiencies and material
weaknesses in the design or operation of internal control over
financial
reporting which are reasonably likely to adversely affect the Company’s
ability to record, process, summarize and report financial information;
(b) any fraud, whether or not material, that involves management
or other
employees who have a significant role in the Company’s internal control
over financial reporting; and (c) whether or not there was any
change in
internal control over financial reporting that occurred during
the
Company’s most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control
over financial reporting, including any corrective actions with
regard to
significant deficiencies and material
weaknesses.
|
9)
|
Review
and evaluate, at least annually, the lead partner of the Company’s
independent auditor team.
|
10)
|
Receive
and review formal written reports from the independent auditors
at least
annually regarding (a) the independent auditors’ internal quality-control
procedures, (b) any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any
inquiry or
investigation by governmental or professional authorities, within
the
preceding five years respecting one or more independent audits
carried out
by the firm, (c) any steps taken to deal with any such issues,
and (d) all
relationships between the independent auditors and the Company,
consistent
with Independence Standards Board Standard No. 1. Evaluate the
qualifications, performance and independence of the independent
auditors,
including discussing with the independent auditors any disclosed
relationship or service that may impact the objectivity and independence
of the independent auditors, considering whether the auditors’ quality
controls are adequate and the provision of permitted non-audit
services is
compatible with maintaining the auditors’ independence, and taking into
account the opinions of management and internal auditors, and present
to
the Board of Directors its conclusions and recommendations with
respect to
overseeing the independence of the independent auditors.
|
11) |
Review
and discuss quarterly reports from the independent auditors
related to
(a)
all critical accounting policies and practices used by the
Company; (b)
material alternative treatments of financial information permitted
by GAAP
that have been discussed with management, including the ramifications
of
the use of such alternative disclosures and treatments, and
the treatment
preferred by the independent auditors; and (c) other material
written
communications between the independent auditors and management
such as any
management letter or schedule of unadjusted differences before
the
independent auditors’ quarterly or annual report on the financial
statements of the Company is filed with the
SEC.
|
12)
|
Ensure
compliance with all audit partner rotation requirements required
by law.
Consider whether, in order to assure continuing auditor independence,
it
is appropriate to adopt a policy of rotating the independent auditing
firm
on a regular basis.
|
13)
|
Review
and approve the Company’s policies for any hiring of employees or former
employees of the independent
auditors.
|
14)
|
Meet
with the independent auditors to review and approve the scope of
the
annual audit and quarterly reviews, including the planning and
staffing.
|
15)
|
Discuss
with the independent auditors the matters required to be discussed
by
Statements on Auditing Standards Nos. 61 and 90 relating to the
conduct of
the audit.
|
16)
|
Review
with the independent auditors any difficulties the auditors may
have
encountered in the course of the audit or review work; any accounting
adjustments that were noted or proposed by the independent auditors
but
were “passed” (as immaterial or otherwise); and any management or internal
control letter issued or proposed to be issued by the independent
auditors
and the Company’s response to that letter, including any restrictions on
the scope of independent auditors’ activities or access to required
information, and any significant changes to the audit plan and
any
disagreements with management, which if not satisfactorily resolved,
would
have affected the independent auditors’ opinion.
|
17)
|
Obtain
from the independent auditors assurance that Section 10A(b) of
the
Exchange Act has not been
implicated.
|
18)
|
Obtain
reports from management and the independent auditors that the Company
and
its subsidiary and controlled affiliated entities are in conformity
with
applicable legal requirements and the Company’s standards of business
conduct and conflict of interest policies. Advise the Board of
Directors
with respect to the Company’s policies and procedures regarding compliance
with applicable laws and regulations and with the Company’s standards of
business conduct and conflict of interest
policies.
|
19)
|
Review
with management legal matters that may have a material effect on
the
financial statements, the Company’s compliance policies and any material
reports or inquiries received from regulators or governmental agencies.
|
20)
|
Review
and approve the Company’s procedures for (a) the receipt, retention and
treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters; and (b) the
confidential, anonymous submission by employees of the Company
of concerns
regarding questionable accounting or auditing
matters.
|
21)
|
Review
management’s report related to the effectiveness of the internal control
over financial reporting and the independent auditors’ report attesting
to, and reporting on, the internal control assessment made by
management.
|
22)
|
Report
regularly to the Board of Directors, and review with the Board
of
Directors, any issues that arise with respect to the quality or
integrity
of the Company’s financial statements, the Company’s compliance with legal
or regulatory requirements or the qualifications, performance and
independence of the independent auditors.
|
23)
|
Have
the authority, without seeking approval from the Board of Directors,
to
retain independent legal, financial, accounting or other advisors.
|
24)
|
Make
regular reports to the Board of
Directors.
|
25)
|
Review
any other matter brought to its attention within the scope of its
duties
and report to the Board of Directors as appropriate.
|
26)
|
Review
and reassess the adequacy of this Charter annually and recommend
any
proposed changes to the Board of Directors for approval.
|
27)
|
Annually
review its own performance.
|
1.
|
ELECTION
OF SEVEN DIRECTORS -
|
01
Chang H. Ahn
|
02
Charles Beever
|
03
Kwang Soo Cheong
|
04
Tae Heum Jeong
|
05
Michelle Kang
|
06
David McIntosh
|
07
Young Soon Park
|
WITHHOLD
|
||
FOR
|
FOR
ALL
|
|
*
|
*
|
2.
|
TO
APPROVE AN AMENDMENT TO THE REXAHN STOCK OPTION
PLAN
|
FOR
|
AGAINST
|
ABSTAIN
|
|
*
|
*
|
*
|
FOR
|
AGAINST
|
ABSTAIN
|
|
*
|
*
|
*
|
Signature
|
Signature
if held jointly
|
Date:
|
,
2006
|
NON-TRANSFERABLE
|
NON-TRANSFERABLE
|