Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a−6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a−12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a−6(i)(1) and 0−11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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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):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to
75,000,000;
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to approve the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve Proposal
1; and
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to consider and take action upon such other matters as may properly come before the Special Meeting or any postponement or adjournment thereof.
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By Order of the Board of Directors,
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Peter Brandt
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Chairman of the Board of Directors
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July 23, 2018
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Important Notice Regarding the Availability of Proxy Materials for the
Special Meeting of Shareholders to be Held on August 30, 2018:
Copies of our Proxy Materials, consisting of the Notice of Special Meeting and the Proxy Statement are available at
http://www.viewproxy.com/rexahn/2018SM
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Q:
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Why are these materials being made available to me?
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The Proxy Materials are being provided to you in connection with the Special Meeting and include this Proxy Statement and the related Proxy Card that are being used in
connection with the Board of Directors’ solicitation of proxies for the Special Meeting. The information included in this Proxy Statement relates to the proposals to be voted on at the Special Meeting, the voting process and certain
other required information.
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How do I access the Company’s Proxy Materials online?
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The Proxy Card provides instructions for accessing the Proxy Materials over the Internet, and includes the Internet address where those materials are available. The
Company’s Proxy Statement for the Special Meeting can also be viewed on the Company’s website at www.rexahn.com.
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Q:
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What shares owned by me can be voted?
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All shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) owned by you as of the close of business on the Record Date may be voted by you. Each
share of Common Stock is entitled to one vote. These shares include those (1) held directly in your name as the shareholder of record (“Shareholder of Record”), and (2) held for you as the beneficial owner through a broker, bank or
other nominee.
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Q:
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What is the Record Date?
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The Record Date is July 10,
2018. Only Shareholders of Record as of the close of business on this date will be entitled to vote at the Special Meeting.
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How many shares are outstanding?
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As of the Record Date, the Company had 31,751,939 shares of Common Stock outstanding.
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What is the difference between holding shares as a Shareholder of Record and as a beneficial owner?
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As summarized below, there are some distinctions between shares held of record and those owned beneficially.
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What am I voting on?
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You are being asked to vote on (1) the approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 50,000,000 to 75,000,000, and (2) the approval of the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve
Proposal 1.
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How do I vote?
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Shareholders of Record may vote by completing and signing the enclosed Proxy Card and returning it promptly in the enclosed postage prepaid, addressed envelope, or at the
Special Meeting in person. We will pass out written ballots to anyone who is eligible to vote at the Special Meeting. We also will request persons, firms, and corporations holding shares of the Company’s Common Stock in their names or
in the name of their nominees, which are beneficially owned by others, to send proxy material to and obtain proxies from the beneficial owners and will reimburse the holders for their reasonable expenses in so doing. Proxy Cards
properly executed and delivered by shareholders (by mail or via the Internet) and timely received by the Company will be voted in accordance with the instructions contained therein. If you authorize a proxy to vote your shares over the
Internet or by telephone, you should not return a Proxy Card by mail, unless you are revoking your proxy. If you hold your shares in “street name” through a broker, bank or other nominee, and are therefore not a Shareholder of Record,
you must request a legal proxy from your broker, bank or other nominee in order to vote at the Special Meeting.
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How many votes do you need to hold the Special Meeting?
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Forty percent of the Company’s issued and outstanding shares of Common Stock as of the Record Date must be present at the Special Meeting, either in person or by proxy, in
order to hold the Special Meeting and conduct business. This is called a quorum.
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What are the voting requirements to approve the proposals?
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The affirmative vote of a majority of the Company’s issued and outstanding shares is required to approve the authorized share increase. The affirmative vote of a majority
of the shares present in person or represented by proxy at the Special Meeting and entitled to vote on the matter is required to approve an adjournment of the Special Meeting.
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Who will count the votes?
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Votes at the Special Meeting will be counted by an inspector of election, who will be appointed by the Board of Directors or the chairman of the Special Meeting.
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What is the effect of not voting?
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If you are a beneficial owner of shares in street name and do not provide the broker, bank or other nominee that holds your shares with specific voting instructions then,
under applicable rules, the broker, bank or other nominee that holds your shares can generally vote on “routine” matters, but cannot vote on “non-routine” matters. In the case of a non-routine item, your shares will be considered
“broker non-votes” on that proposal.
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How are broker non-votes and abstentions treated?
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Broker non-votes and abstentions with respect to a proposal are counted as present or represented by proxy for purposes of establishing a quorum. If a quorum is present,
broker non-votes and abstentions will have the same effect as votes against Proposal 1 (approval of the authorized share increase), and broker-non votes will have no effect on the outcome of the votes on Proposal 2 (approval of the
adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve Proposal 1), while abstentions will have the same effect as votes against proposal 2.
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Can I revoke my proxy or change my vote after I have voted?
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You may revoke your proxy and change your vote by voting again via the Internet or telephone, by completing, signing, dating and returning a new Proxy Card or voting
instruction form with a later date, or by attending the Special Meeting and voting in person. Only your latest dated Proxy Card received at or prior to the Special Meeting will be counted. Your attendance at the Special Meeting will not
have the effect of revoking your proxy unless you forward written notice to the Secretary of the Company at the above stated address or you vote by ballot at the Special Meeting.
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What does it mean if I receive more than one Proxy Card?
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It means that you have multiple accounts at the transfer agent and/or with brokers, banks or other nominees. To ensure that all of your shares in each account are voted,
please sign and return all Proxy Cards, vote with respect to all accounts via the internet or by telephone, or, if you plan to vote at the Special Meeting, contact each broker, bank or other nominee so that you can receive all necessary
legal proxies to present at the Special Meeting.
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Who is soliciting my vote and who will bear the cost of this solicitation?
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Our Board of Directors is making this solicitation, and we will bear the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and
soliciting votes. We have engaged Alliance Advisors LLC (“Alliance”) to assist us with the solicitation of proxies and expect to pay Alliance approximately $30,000, plus expenses, for its services. Alliance is reaching out to stockholders to encourage them to vote in favor of Proposal 1. In addition to solicitations by mail, Alliance may solicit proxies by telephone and email. If Alliance calls you, please answer the call. If you need assistance with the voting of your shares, you may contact
Alliance toll free at (844) 670-2142. Copies of solicitation materials may be furnished to brokers, custodians, nominees and other fiduciaries for forwarding to beneficial owners of shares of Rexahn common stock, and normal
handling charges may be paid for such forwarding service. Officers and other Rexahn employees, who will receive no additional compensation for their services, may solicit proxies by mail, e-mail, via the Internet, personal interview or
telephone.
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Do I have appraisal or similar dissenter’s rights?
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Appraisal rights and similar rights of dissenters are not available to shareholders in connection with proposals brought before the Special Meeting.
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Where can I find the voting results of the Special Meeting?
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The Board of Directors will announce the voting results at the Special Meeting. We will also publish the results in a Current Report on Form 8-K within four business days
after the date of the Special Meeting. We will file that report with the SEC, and you can get a copy:
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by contacting the Company’s corporate offices via phone at (240) 268-5300 or by e-mail at ir@rexahn.com; or
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through the SEC’s EDGAR system at www.sec.gov.
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each director and nominee;
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each named executive officer identified in the Summary Compensation Table; and
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all current directors and executive officers as a group.
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Shares of Rexahn Pharmaceuticals
Common Stock
Beneficially Owned
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Name of Beneficial Owner
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Number of Shares
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Percentage
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Directors and Named Executive Officers:
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Peter Suzdak
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516,542
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(1)
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1.6
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%
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Charles Beever
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63,500
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(2)
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*
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Kwang Soo Cheong
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62,800
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(3)
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*
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Peter Brandt
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75,500
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(4)
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*
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Richard J. Rodgers
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45,500
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(5)
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*
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Tae Heum Jeong
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173,625
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(6)
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*
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Ely Benaim
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171,831
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(7)
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*
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Lisa Nolan
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79,750
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(8)
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*
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Douglas J. Swirsky
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-
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*
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All current executive officers and directors as a group (8 persons)
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1,015,423
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(9)
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3.2
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%
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*
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Represents less than 1% of the issued and outstanding shares of our Common Stock as of July 10, 2018.
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(1) |
Includes Dr. Suzdak’s options to purchase 494,292 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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Includes Mr. Beever’s options to purchase 62,500 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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Includes Dr. Cheong’s options to purchase 62,500 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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Includes Mr. Brandt’s options to purchase 60,500 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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Includes Mr. Rodgers’ options to purchase 45,500 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018
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Includes Dr. Jeong’s options to purchase 121,550 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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(7) |
Includes Dr. Benaim’s options to purchase 169,456 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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Includes Dr. Nolan’s options to purchase 78,125 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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(9) |
Includes options to purchase 972,873 shares of Common Stock that are currently exercisable or exercisable within 60 days of July 10, 2018.
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REXAHN PHARMACEUTICALS, INC.
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By:
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Name:
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Title:
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