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): August 27,
2008 (August 12, 2008)
Rexahn
Pharmaceuticals,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50590
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11-3516358
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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.
On August
12, 2008, Rexahn Pharmaceuticals, Inc. and Y. Michele Kang entered into a
Consulting Agreement. The Consulting Agreement provides that Ms. Kang
shall provide up to eight hours of consulting services to Rexahn each week for
at least a one-year period. Either party, however, may terminate the
Consulting Agreement on 30 days’ notice to the other. As
consideration for her services to Rexahn under the Consulting Agreement on
August 12, 2008, Rexahn issued to Ms. Kang an option to purchase 150,000
shares of its common stock at a price of $1.47 (which was the market value of
such common stock as of the option grant date). Such option vests as
to 30% of the subject shares on the first anniversary of the grant date; as to
an additional 30% of the subject shares on the second anniversary of the grant
date; and as to the final 40% of the subject shares on the third anniversary of
the grant date. Such vesting will occur regardless of when the
Consulting Agreement terminates.
The
preceding summary of the terms of the Consulting Agreement is qualified by
reference to the full text thereof, which is attached hereto as Exhibit 10.1 and
hereby incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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10.1
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Consulting
Agreement, dated as of August 12, 2008, between Rexahn Pharmaceuticals,
Inc. and Y. Michele Kang.
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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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REXAHN
PHARMACEUTICALS, INC.
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(Registrant)
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By
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/s/ TAE HEUM
JEONG
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Tae
Heum Jeong
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Chief
Financial Officer
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Date: August
27, 2008
EXHIBIT
INDEX
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Exhibit Number
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Description
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| |
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Consulting
Agreement, dated as of August 12, 2008, between Rexahn Pharmaceuticals,
Inc. and Y. Michele Kang.
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