Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Ocuphire Pharma, Inc. | brhc10014849_ex10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): September 1, 2020
Rexahn Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-34079
|
11-3516358
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
15245 Shady Grove Road, Suite 455
Rockville, MD
|
20850
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code: (240) 268-5300
N/A
(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 (see General Instruction A.2. below):
|
☐
|
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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, $.0001 par value
|
REXN
|
Nasdaq Capital Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into Material Definitive Agreement.
|
On September 1, 2020, Rexahn Pharmaceuticals, Inc. (the “Company”) entered into a Warrant Exchange Agreement (the “Agreement”) with Anson Investments Master Fund LP (“Anson”). The Company previously issued to Anson
(a) a warrant to purchase 62,500 shares (on a post-reverse stock split basis) of its common stock, par value $.0001 per share (the “Common Stock”) pursuant to the offering described in the Company’s Current Report on Form 8-K filed with the
Securities and Exchange Commission (“SEC”) on September 14, 2016 (the “2016 Warrant”), (b) a warrant to purchase 44,192 shares (on a post-reverse stock split basis) of Common Stock pursuant to the offering described in the Company’s Current Report
on Form 8-K filed with the SEC on June 7, 2017 (the “2017 Warrant”), (c) a warrant to purchase 160,257 shares (on a post-reverse stock split basis) of Common Stock pursuant to the offering described in the Company’s Current Report on Form 8-K filed
with the SEC on October 19, 2018 (the “2018 Warrant”), and (d) warrants to purchase an aggregate of 145,502 shares (on a post-reverse stock split basis) of Common Stock pursuant to the offering described in the Company’s Current Report on Form 8-K
filed with the SEC on January 25, 2019 (the “2019 Warrants” and together with the 2016 Warrant, the 2017 Warrant and the 2018 Warrant, the “Warrants”). Pursuant to the Agreement, on September 1, 2020, the Company issued to Anson an aggregate of
192,878 shares of Common Stock in exchange for the surrender and cancellation of the Warrants.
The above summary of the Agreement does not purport to be complete and is qualified in its entirety to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is
qualified herein by this reference.
| Item 3.02 |
Unregistered Sales of Equity Securities.
|
The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Warrants is being
made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
| Item 9.01 |
Financing Statements and Exhibits.
|
| (d) |
Exhibits.
|
|
Exhibit
No.
|
Description
|
|
|
Warrant Exchange Agreement, dated September 1, 2020, by and between Rexahn Pharmaceuticals, Inc. and Anson Investments Master Fund LP.
|
||
|
*
|
Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K.
|
2
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.
|
|
|
Date: September 2, 2020
|
/s/ Douglas J. Swirsky
|
|
Douglas J. Swirsky
|
|
|
President and Chief Executive Officer
|
3