form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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 21,
2007 (November 19, 2007)
Rexahn
Pharmaceuticals, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-50590
|
11-3516358
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
9620
Medical Center Drive
Rockville,
Maryland 20850
(Address
of principal executive offices) (Zip code)
(240)
268-5300
(Registrant's
telephone number, including area code)
Not
Applicable
(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:
£ 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))
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
1.01. Entry Into a Material Definitive
Agreement.
Securities
Purchase Agreements
On
November 19, 2007, Rexahn Pharmaceuticals, Inc. (“Rexahn,” “we” or “us”) entered
into a Securities Purchase Agreement (the “KT&G Securities Purchase
Agreement”) with KT&G Corporation, a Korean corporation
(“KT&G”). Pursuant to the KT&G Securities Purchase Agreement,
KT&G agreed to purchase, upon and subject to the terms and conditions stated
therein, (i) 2,142,858 shares of our Common Stock and (ii) a Warrant to acquire
up to 428,572 shares of our Common Stock at an exercise price of $1.80 per
share, for aggregate cash consideration of $3,000,001.20.
The
obligation of KT&G to purchase our securities under the KT&G Securities
Purchase Agreement is subject to our receipt of binding commitments from
third
parties to purchase an additional $5,000,000 of our Common Stock and warrants
on
terms no less favorable than those applicable to KT&G. We have
not received such commitments as of the date of this report, and there can
be no
assurance that we will receive such commitments in the future. The
KT&G Securities Purchase Agreement will terminate if the closing thereunder
has not occurred on or prior to December 31, 2007.
On
November 20, 2007, we entered into a Securities Purchase Agreement (the “Rexgene
Securities purchase Agreement” and together with the KT&G Securities
Purchase Agreement, the “Securities Purchase Agreements”) with Rexgene Biotech
Co., Ltd., a Korean corporation (“Rexgene”). Pursuant to the Rexgene
Securities Purchase Agreement, Rexgene agreed to purchase, upon and subject
to
the terms and conditions stated therein, (i) 714,286 shares of our Common
Stock
and (ii) a Warrant to acquire up to 142,857 shares of our Common Stock at
an
exercise price of $1.80 per share, for aggregate cash consideration of
$1,000,000.40. The obligation of Rexgene to purchase our securities
under the Rexgene Securities Purchase Agreement is subject to the prior or
contemporaneous closing of the sale of our securities to KT&G pursuant to
the KT&G Securities Purchase Agreement.
The
Securities Purchase Agreements contain customary representations, warranties
and
covenants. The Securities Purchase Agreements accord KT&G and
Rexgene “full ratchet” anti-dilution protection for a period of two years
following the closing of their purchase of our securities. This means
that if we issue a share of our common stock at a purchase price of less
than
$1.40 per share during the relevant period, we will be obligated to issue
an
additional number of shares of our common stock to KT&G and Rexgene such
that their effective purchase price per share equals the lowest such price
at
which we issue any share of our common stock. In addition, the
Securities Purchase Agreements obligate us to take commercially reasonable
efforts to list our Common Stock on the American Stock Exchange (the “AMEX”)
within the next three years.
Warrants
The
Warrants will be exercisable for a term of three years following their issuance
to KT&G and Rexgene upon closing of their respective purchases of our
securities pursuant to the Securities Purchase Agreements. The
Warrants include customary terms providing for adjustment of the exercise price
and the number of shares subject to receipt upon exercise that are applicable
in
the event of stock splits, stock dividends, pro rata distributions,
fundamental transactions and the like. The Warrants also are subject
to “full ratchet” anti-dilution protection. This means that if we
issue a share of our Common Sock at a purchase price of less than $1.80, the
exercise price of the Warrants will be reduced to the lowest such price at
which
we issue any share of our Common Stock. Certain securities issuances
by us will not trigger this anti-dilution protection.
Registration
Rights Agreements
Upon
closing of the securities issuances to KT&G and Rexgene pursuant to their
respective Securities Purchase Agreements, we will enter into a separate
Registration Rights Agreement with each of KT&G and
Rexgene. Pursuant to these agreements, we will agree to file a shelf
registration statement with the Securities and Exchange Commission covering
the
resale of the Common Stock to be issued pursuant to the related Securities
Purchase Agreement, and the Common Stock to be issued upon exercise of the
Warrant to be issued pursuant to the related Securities Purchase
Agreement. We will be obligated to file such resale registration
statement with the SEC no later than 60 days after our Common Stock is listed
for trading on the AMEX. If we fail to file the resale registration
statement by such date, or if we fail to take certain other actions required
under the relevant Securities Purchase Agreement, we will be obligated to pay
to
KT&G and/or Rexgene, as applicable, each month, as liquidated damages, an
amount equal to 2% of the amount of their respective investments pursuant to
the
Securities Purchase Agreements. If we fail to pay the liquidated
damages when and as due, we will be obligated to pay interest thereon at a
rate
of 18% per annum.
The
above
description is not a complete statement of the parties’ rights and obligations
under the Securities Purchase Agreements, the Warrant and the Registration
Rights Agreements and is qualified in its entirety by reference to such
documents, copies of which are attached hereto as Exhibits.
Item
3.02. Unregistered Sales of Equity
Securities.
Item
1.01
above, which describes agreements that we have entered into relating to the
sale
of our securities, is hereby incorporated by reference into this Item
3.02. If the closings under such agreements occur, as to which we can
provide no assurance, the related securities will be issued pursuant to
exemptions from the registration requirements of the Securities Act of 1933,
as
amended, afforded by Section 4(2) thereof and Regulation D
thereunder.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
| |
|
|
10.1
|
Securities
Purchase Agreement, dated as of November 19, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and KT&G Corporation.
|
| |
|
|
10.2
|
Form
of Warrant for issuance to KT&G Corporation.
|
| |
|
|
10.3
|
Form
of Registration Rights Agreement for execution between Rexahn
Pharmaceuticals, Inc. and KT&G Corporation.
|
| |
|
|
10.4
|
Securities
Purchase Agreement, dated as of November 20, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and Rexgene Biotech Co., Ltd.
|
| |
|
|
10.5
|
Form
of Warrant for issuance to Rexgene Biotech Co., Ltd.
|
| |
|
|
10.6
|
Form
of Registration Rights Agreement for execution between Rexahn
Pharmaceuticals, Inc. and Rexgene Biotech Co.,
Ltd.
|
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.
| |
REXAHN
PHARMACEUTICALS, INC.
|
| |
(Registrant)
|
| |
|
| |
By:
|
/s/ Chang
H.
Ahn
|
|
| |
|
Chang
H. Ahn
|
| |
|
Chairman
and Chief Executive Officer
|
| |
|
| |
|
| |
|
|
Date: November
21, 2007
|
|
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
| |
|
|
|
Securities
Purchase Agreement, dated as of November 19, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and KT&G Corporation.
|
| |
|
|
|
Form
of Warrant for issuance to KT&G Corporation.
|
| |
|
|
|
Form
of Registration Rights Agreement for execution between Rexahn
Pharmaceuticals, Inc. and KT&G Corporation.
|
| |
|
|
|
Securities
Purchase Agreement, dated as of November 20, 2007, by and between
Rexahn
Pharmaceuticals, Inc. and Rexgene Biotech Co., Ltd.
|
| |
|
|
|
Form
of Warrant for issuance to Rexgene Biotech Co., Ltd.
|
| |
|
|
|
Form
of Registration Rights Agreement for execution between Rexahn
Pharmaceuticals, Inc. and Rexgene Biotech Co.,
Ltd.
|