Explanatory Note:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") by Dr. Chang H. Ahn on May 23, 2005, as amended by Amendment No. 1 thereto filed with the SEC on May 13, 2009 ("Amendment No. 1").
This Amendment No. 2 is filed with respect to the common stock, par value $0.0001 per share (the "Common Stock"), of Rexahn Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"), to reflect information required by Rule 13d-2 under the Securities and Exchange Act of 1934, as amended, with respect to Dr. Ahn's beneficial ownership of the Common Stock. The Issuer's principal executive office is located at 15245 Shady Grove Road, Suite 455, Rockville, MD 20850.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby supplemented as follows:
As reported pursuant to Amendment No. 1, on April 30, 2009, Dr. Ahn donated 400,000 shares of Common Stock to The Ahns 2009 Descendants Trust (the "Ahns Trust"), of which an independent third party is the trustee and Dr. Ahn's two sons are the beneficiaries. Such donation was a bona fide gift for which no consideration was received by Dr. Ahn. On May 4, 2009, Dr. Ahn sold 2,600,000 shares of Common Stock to the Ahns Trust at a price of $.68 per share, for consideration consisting of 260,000 shares of Common Stock and a promissory note in the principal amount of $1,591,200. Upon the completion of such transactions, which were effectuated for estate planning purposes, the Ahns Trust beneficially owned 2,740,000 shares of Common Stock.
As reported pursuant to Form 4 filed on April 5, 2011, the Ahns Trust transferred 320,846 shares of Common Stock to Dr. Ahn in satisfaction of the annual payments for 2 years of the Ahns Trust to Dr. Ahn, which was in the amount of $391,423. The Average High/Low price of the Common Stock on April 1, 2011, as reported by the NYSE AMEX, was $1.22 per share.
On May 18, 2011, the Ahns Trust transferred 1,008,078 shares of Common Stock to Dr. Ahn in full satisfaction of the then outstanding indebtness of the Ahns Trust to Dr. Ahn, which was in the amount of $1,320,581.86. The closing market price of the Common Stock on May 18, 2011, as reported by the NYSE AMEX, was $1.31 per share.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is hereby supplemented as follows:
(a) As of the date hereof, Dr. Ahn beneficially owns 13,641,924 shares of Common Stock, representing 14.32% of the outstanding Common Stock. This percentage is based upon the Issuer's statement as to the number of outstanding shares of Common Stock as set forth in its Proxy Statement filed with the SEC on April 26, 2011.
(b) The 13,641,924 shares of Common Stock beneficially owned by Dr. Ahn include the following:
(i) 11,338,924 shares of Common Stock held directly by Dr. Ahn and 1,300,000 shares of Common Stock subject to purchase upon exercise of options held by Dr. Ahn that are exercisable within 60 days of the date hereof (as to all of which shares Dr. Ahn has sole voting and dispositive power); and
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SCHEDULE 13D
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CUSIP No. 761640 10 1
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Page 4 of 5
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(iii) 500,000 shares of Common Stock held directly by Dr. Ahn's wife, Inok Ahn, and 503,000 shares of Common Stock subject to purchase upon exercise of options held by Mrs. Ahn that are exercisable within 60 days of the date hereof (as to all of which shares Dr. Ahn has shared voting and dispositive power), and as to all of which shares Dr. Ahn disclaims beneficial ownership.
The 13,641,924 shares of Common Stock beneficially owned by Dr. Ahn exclude the 1,411,076 shares of Common Stock held by the Ahns Trust upon completion of the transactions described in Item 4 above, as to which Dr. Ahn does not have sole or shared voting or dispositive power.
(c) Except as described in Item 4 above, Dr. Ahn has not effected any other transaction in the Common Stock within the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The prior indebtedness of the Ahns Trust to Dr. Ahn was evidenced by a promissory note dated May 4, 2009 (the "Note"), a copy of which was previously filed as Exhibit 2 to Amendment No. 1. The obligation of the Ahns Trust to repay the Note previously was secured by a pledge to Dr. Ahn of 2,600,000 shares of Common Stock pursuant to a Collateral Assignment and Security Agreement, dated as of May 4, 2009 (the "Security Agreement"), a copy of which was filed as Exhibit 3 to Amendment No. 1. Upon the repayment by the Trust of the full balance of the Note on May 18, 2011 as described above under Item 4, the Note and the Security Agreement terminated. Also on May 18, 2011, Dr. Ahn irrevocably renounced his power under the Trust Agreement to acquire the Common Stock held by the Ahns Trust under certain circumstances. A copy of the Trust Agreement was included as Exhibit 1 to Amendment No. 1.