£
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Preliminary
Proxy Statement
|
£
|
Confidential,
for Use of the
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S
|
Definitive
Proxy Statement
|
Commission
Only (as permitted
|
|
£
|
Definitive
Additional Materials
|
by
Rule 14a-6(e)(2))
|
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£
|
Soliciting
Material Pursuant to § 240.14a-12
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REXAHN
PHARMACEUTICALS, INC.
|
S
|
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
|
|
May
12, 2007
|
·
|
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*
|
14,900,000
|
(1) |
29.61%
|
|
Charles
Beever*
|
20,000
|
(2) |
Less
than 1%
|
|
Kwang
Soo Cheong*
|
20,000
|
(3) |
Less
than 1%
|
|
Tae
Heum Jeong*
|
1,050,000
|
(4) |
2.09%
|
|
Y.
Michele Kang*
|
20,000
|
(5) |
Less
than 1%
|
|
David
McIntosh*
|
165,000
|
(6) |
Less
than 1%
|
|
Young-Soon
Park*
|
3,365,000
|
(7) |
6.69%
|
|
All
executive officers and directors as a group (7 persons)
|
19,540,000
|
38.84%
|
||
Holders
of more than 5% of shares:
|
||||
Rexgene
Biotech Co., Ltd.**
|
4,791,670
|
(8) |
9.52%
|
|
Chong
Kun Dang Pharmaceutical Corp.***
|
3,000,000
|
(8)(9) |
5.96%
|
|
KT&G
Corporation****
|
2,500,000
|
(8)(9) |
4.97%
|
*
|
c/o
Rexahn Pharmaceuticals, Inc., 9620 Medical Center Drive, Rockville,
MD
20850.
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**
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9F
Wooyoung Venture Bldg. 1330-13, Seocho-dong, Seocho-gu, Seoul
137-070, Korea.
|
***
|
368,
3 gu, Chungjeong-ro, Seodaemun gu, Seoul 120 756,
Korea.
|
****
|
100
Pyongchon dong, Daedeog gu, Daejeon 306 130,
Korea.
|
(1)
|
Includes
Dr. Ahn’s options to purchase 600,000 shares of common stock that are
currently exercisable or exercisable within 60 days of May 8, 2007
at an
exercise price of $0.80 per share, 500,000 shares held by Dr. Ahn’s wife,
Inok Ahn, and Mrs. Ahn’s options to purchase 300,000 shares of common
stock that are currently exercisable or exercisable within 60 days
of
May 8, 2007 at an exercise price of $0.80 per
share.
|
(2)
|
Includes
Mr. Beever's options to purchase 20,000 shares of common stock that
are
currently exercisable or exercisable within 60 days of May 8, 2007
at an
exercise price of $1.20.
|
(3)
|
Includes
Mr. Cheong's options to purchase 20,000 shares of common stock that
are
currently exercisable or exercisable within 60 days of May 8, 2007
at an
exercise price of $1.20.
|
(4)
|
Includes
Mr. Jeong’s options to purchase (i) 150,000 shares of common stock that
are currently exercisable or exercisable within 60 days of May 8,
2007 at
an exercise price of $0.24 per share and (ii) 400,000 shares of common
stock that are currently exercisable or exercisable within 60 days
of May
8, 2007 at an exercise price of $0.80 per
share.
|
(5)
|
Includes
Ms. Kang's options to purchase 20,000 shares of common stock that
are
currently exercisable or exercisable within 60 days of May 8, 2007
at an
exercise price of $1.20.
|
(6)
|
Includes
Mr. McIntosh’s options to purchase (i) 125,000 shares of common stock
that are currently exercisable or exercisable within 60 days of May
8,
2007 at an exercise price of $0.80 per share, (ii) 20,000 shares
of common
stock that are currently exercisable or exercisable within 60 days
of May
8, 2007 at an exercise price of $3.00 per share and (iii) 20,000
shares of
common stock that are currently exercisable or exercisable within
60 days
of May 8, 2007 at an exercise price of $1.20 per
share.
|
(7)
|
Includes
Dr. Park's options to purchase (i) 220,000 shares of common stock
that are
currently exercisable or exercisable within 60 days of May 8, 2007
at an
exercise price of $3.00 per share and (ii) 20,000 shares of common
stock
that are currently exercisable or exercisable within 60 days of May
8,
2007 at an exercise price of $1.20 per
share.
|
(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.
|
(9)
|
Includes
750,000 shares of common stock held by Kyungbo Pharm, a subsidiary
of
Chong Kun Dang. Excludes 2,000,000 shares of common stock held
by Jang-Han Rhee, Chief Executive Officer of Chong Kun Dang and a
former
director of Rexahn.
|
Name
|
Age
|
Position
|
Dr.
Chang H. Ahn
|
55
|
Chairman
of the Board, Chief Executive Officer and Director
|
Charles
Beever
|
54
|
Director
|
Kwang
Soo Cheong
|
46
|
Director
|
Y.
Michele Kang
|
47
|
Director
|
David
McIntosh
|
48
|
Director
|
Tae
Heum Jeong
|
36
|
Chief
Financial Officer, Secretary and
Director
|
|
·
|
appoints
or replaces and oversee our independent auditors and approves all
audit
engagement fees and terms;
|
|
·
|
preapproves
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;
|
|
·
|
reviews
and discusses with our management and independent auditors significant
issues regarding accounting and auditing principles and practices
and
financial statement presentations;
|
|
·
|
reviews
and approves 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
|
|
·
|
reviews
and oversees our compliance with legal and regulatory
requirements.
|
|
·
|
reviews,
evaluates and seeks out candidates qualified to become Board
members;
|
|
·
|
reviews
committee structure and recommends directors for appointment to
committees;
|
|
·
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develops,
reevaluates (not less frequently than every three years) and recommends
the selection criteria for Board and committee
membership;
|
|
·
|
establishes
procedures to oversee evaluation of our Board, its committees, individual
directors and management; and
|
|
·
|
develops
and recommends guidelines on corporate
governance.
|
|
·
|
fixes
salaries of executive officers and reviews salary plans for other
executives in senior management
positions;
|
|
·
|
reviews
and makes recommendations with respect to the compensation and benefits
for non-employee directors, including through equity-based
plans;
|
|
·
|
evaluates
the performance of our CEO and other senior executives and assists
the
Board in developing and evaluating potential candidates for executive
positions; and
|
|
·
|
administers
our incentive compensation, deferred compensation and equity-based
plans
pursuant to the terms of the respective
plans.
|
Position
|
Compensation
|
Director
|
$1,000
per board meeting and limited to
maximum
of $4,000 per annum
|
Audit
Committee (Chairman)
|
$3,000
per annum
|
Audit
Committee (Member)
|
$1,500
per annum
|
Compensation
Committee (Chairman)
|
$2,000
per annum
|
Compensation
Committee (Member)
|
$1,000
per annum
|
Nominating
and Corporate Governance Committee (Chairman)
|
$1,000
per annum
|
Nominating
and Corporate Governance Committee (Member)
|
$1,000
per annum
|
2006
|
2005
|
|
Audit
Fees
|
$77,5001
|
$61,000
|
Audit-Related
Fees
|
—
|
—
|
Tax
Fees
|
—
|
—
|
All
Other Fees
|
—
|
—
|
By
the Audit Committee:
|
|
Kwang
Soo Cheong (Chairman)
|
|
Charles
Beever
|
|
Y.
Michele Kang
|
Name
and
Principal
Position(s)
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-
Equity
Incentive
Plan
Compensation
($)
|
Non-
Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Chang
H. Ahn
|
2006
|
$ |
330,769
|
-
|
-
|
$ |
183,000
|
-
|
-
|
-
|
$ |
513,769
|
||||||||||||||||||||||
Chairman
of the Board and Chief Executive Officer
|
||||||||||||||||||||||||||||||||||
Tae
Heum Jeong
|
2006
|
$ |
148,829
|
-
|
-
|
$ |
91,500
|
-
|
-
|
-
|
$ |
240,329
|
||||||||||||||||||||||
Chief
Financial Officer
|
||||||||||||||||||||||||||||||||||
George
F. Steinfels1
|
2006
|
$ |
125,273
|
-
|
-
|
$ |
91,500
|
-
|
-
|
-
|
$ |
216,773
|
||||||||||||||||||||||
Former
Chief Business Officer and Senior Vice President, Clinical
Development
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable1
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexer-cisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
Of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
Of
Shares
Or
Units
Of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
($)
|
Chang
H. Ahn
|
600,000
|
400,000
|
-
|
0.80
|
1/20/2015
|
-
|
-
|
-
|
-
|
Tae
Heum Jeong
|
150,000
|
-
|
-
|
0.24
|
8/5/2013
|
-
|
-
|
-
|
-
|
100,000
|
-
|
-
|
0.80
|
8/5/2013
|
|||||
300,000
|
200,000
|
-
|
0.80
|
1/20/2015
|
|||||
George
F. Steinfels2
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
·
|
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.
|
·
|
All
grants made under the plan will be evidenced by a letter to the optionee,
together with the terms and conditions applicable to the grants,
as
determined by the stock option committee consistent with the terms
of the
plan. These terms and conditions will include, among other
things, a provision describing the treatment of grants in the event
of
certain triggering events, such as a sale of a majority of the outstanding
shares of our common stock, a merger or consolidation in which we
are not
the surviving company, and termination of an optionee's employment,
including terms relating to the vesting, time for exercise, forfeiture
or
cancellation of a grant under such
circumstances.
|
(a)
|
Incentive
Stock Options. The grant of an incentive stock
option will not result in any immediate tax consequences to us or
the
optionee. An optionee will not realize taxable income, and we
will not be entitled to any deduction, upon the timely exercise of
an
incentive stock option, but the excess of the fair market value of
the
shares of our common stock acquired over the option exercise price
will be
includable in the optionee's "alternative minimum taxable income"
for
purposes of the alternative minimum tax. If the optionee does
not dispose of the shares of our common stock acquired within one
year
after their receipt, and within two years after the option was granted,
gain or loss realized on the subsequent disposition of the shares
of our
common stock will be treated as long-term capital gain or
loss. Capital losses of individuals are deductible only against
capital gains and a limited amount of ordinary income. In the
event of an earlier disposition, the optionee will realize ordinary
income
in an amount equal to the lesser of (i) the excess of the fair
market value of the shares of our common stock on the date of exercise
over the option exercise price or (ii) if the disposition is a
taxable sale or exchange, the amount of any gain realized. Upon
such a disqualifying disposition, we will be entitled to a deduction
in
the same amount as the optionee realizes such ordinary
income.
|
(b)
|
Non-qualified
Stock Options. In general, the grant of a non-qualified
stock option will not result in any immediate tax consequences to
us or
the optionee. Upon the exercise of a non-qualified stock
option, generally the optionee will realize ordinary income and we
will be
entitled to a deduction, in each case, in an amount equal to the
excess of
the fair market value of the shares of our common stock acquired
at the
time of exercise over the option exercise price.
|
Name
|
Fees
Earned
Or
Paid
In
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)(1)
|
Non-
Qualified
Deferred
Compensation
Earnings
|
All
Other
Compensation
($)
|
Total
($)
|
Young-Soon
Park
|
$1,000
|
-
|
$39,754
|
-
|
-
|
-
|
$40,754
|
Charles
Beever
|
$3,000
|
-
|
$4,545
|
-
|
-
|
-
|
$7,545
|
Kwang
Soo Cheong
|
$3,000
|
-
|
$4,545
|
-
|
-
|
-
|
$7,545
|
Y. Michele
Kang
|
$2,000
|
-
|
$4,545
|
-
|
-
|
-
|
$6,545
|
David
McIntosh
|
$4,000
|
-
|
$36,556
|
-
|
-
|
-
|
$40,556
|
Director
Name
|
Aggregate
Number of Option
Awards
at Fiscal Year End
|
Exercise
Price ($)
|
Option
Expiration
Date
|
Young-Soon
Park
|
220,000
|
$ 3.00
|
9/12/2015
|
20,000
|
$ 1.20
|
5/1/2016
|
|
Charles
Beever
|
20,000
|
$ 1.20
|
5/1/2016
|
Kwang
Soo Cheong
|
20,000
|
$ 1.20
|
5/1/2016
|
Y.
Michele Kang
|
20,000
|
$ 1.20
|
5/1/2016
|
David
McIntosh
|
125,000
|
$ 0.80
|
4/20/2014
|
20,000
|
$ 3.00
|
9/12/2015
|
|
20,000
|
$ 1.20
|
5/1/2016
|
|
(a)
|
each
of the non-employee directors of the Company will receive 20,000
options
to purchase shares of the common stock of the Company for each year
he or
she serves on the Board; and
|
|
(b)
|
each
of the non-employee directors of the Company will receive an additional
board meeting fee of $1,000 for each meeting he or she participates
in.
|
SHAREHOLDER NAME:
|
||||
NO. SHARES AS OF MAY 11, 2007:
|
01
Chang H. Ahn
|
02
Charles Beever
|
03
Kwang Soo Cheong
|
||
04
Tae Heum Jeong
|
05
Michelle Kang
|
06
David McIntosh
|
WITHHOLD
|
|||
FOR
|
FOR
ALL
|
||
o
|
o
|
FOR
|
AGAINST
|
ABSTAIN
|
|
o
|
o
|
o
|
Signature
|
|
Signature if held jointly
|
Date:
|
|
,
2007
|