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): March 6, 2008 (February 29,
2008)
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
8.01. Other Events.
As
previously reported, on December 17, 2007, we entered into a Securities Purchase
Agreement with Jungwoo Family Co., Ltd., a Korean corporation
(“Jungwoo”). Pursuant to such Securities Purchase Agreement, Jungwoo
agreed to purchase, upon and subject to the terms and conditions stated therein,
(i) 142,857 shares of our common stock and (ii) a warrant to acquire up to
28,571 shares of our common stock at an exercise price of $1.80 per share, for
aggregate cash consideration of $199,999.80 at a closing scheduled to be held on
December 24, 2007. As previously reported, such closing occurred as
scheduled. Pursuant to such Securities Purchase Agreement, Jungwoo
also agreed to purchase, upon and subject to the terms and conditions stated
therein, (i) 1,285,714 shares of our common stock and (ii) a warrant to
acquire up to 257,143 shares of our common stock at an exercise price of $1.80
per share, for aggregate cash consideration of $1,799,999.60 at a closing
scheduled to be held on February 29, 2008. Such closing did not occur
as scheduled and there can be no assurance as to when, if ever, such closing
will occur.
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: March
6, 2008