o
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Preliminary
Information Statement
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¨
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Confidential,
for use of the Commission only (as permitted by Rule 14c-5
(d)(2))
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x
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Definitive
Information Statement
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14c-5(g) 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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¨
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Fee
paid previously with preliminary
materials.
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¨
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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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(3)
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Filing
Party:
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(4)
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Date
Filed:
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·
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each
person, or group of affiliated persons, known to us to own beneficially
own 5% or more of our outstanding common
stock;
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·
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each
director;
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·
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each
executive officer; and
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·
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all
of the directors and executive officers as a
group.
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Current
Beneficial Ownership of Common Stock(1)
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Projected
Beneficial Ownership of Common Stock(2)
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|||||||||||||||
Number
of Shares
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Percent-age
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Number
of Shares
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Percent-age
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|||||||||||||
Directors
and Executive Officers:
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||||||||||||||||
Chang
H. Ahn+
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15,500,000 | (3) | 30.78 | % | 15,500,000 | (3) | 27.64 | % | ||||||||
Charles
Beever+
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20,000 | (4) |
*
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20,000 | (4) |
*
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||||||||||
Kwang
Soo Cheong+
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20,000 | (5) |
*
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20,000 | (5) |
*
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||||||||||
Tae
Heum Jeong+
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1,250,000 | (6) | 2.48 | % | 1,250,000 | (6) | 2.23 | % | ||||||||
Y.
Michele Kang+
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20,000 | (7) |
*
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20,000 | (7) |
*
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||||||||||
David
McIntosh+
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165,000 | (8) |
*
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165,000 | (8) |
*
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||||||||||
Freddie
Ann Hoffman+
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0
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*
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0
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*
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||||||||||||
All
executive officers and directors as a group (7 persons)
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16,975,000 | (3)-(8) | 33.71 | % | 16,975,000 | (3)-(8) | 30.27 | % | ||||||||
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||||||||||||||||
Holders
of more than 5% of shares:
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||||||||||||||||
Chong
Kun Dang Pharmaceutical Corp.++
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3,000,000 | (9)(10) | 5.96 | % | 3,000,000 | (9)(10) | 5.35 | % | ||||||||
KT&G
Corporation+++
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2,500,000 | (9) | 4.96 | % | 5,071,430 | (9)(11) | 9.04 | % | ||||||||
Rexgene
Biotech Co., Ltd.++++
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4,791,670 | (9) | 9.51 | % | 5,648,813 | (9)(12) | 10.07 | % |
+
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c/o
Rexahn Pharmaceuticals, Inc., 9620 Medical Center Drive, Rockville,
MD
20850.
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++
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368,
3-ga, Chungjeong-ro, Seodaemun-gu, Seoul 120-756,
Korea.
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+++
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100
Pyongchon dong, Daedeog-gu, Daejeon 306-130,
Korea.
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++++
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9F
Wooyoung Venture Bldg. 1330-13, Seocho-dong, Seocho-gu, Seoul
137-070, Korea.
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(1)
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Based
on 50,360,632 shares outstanding as of November 23,
2007.
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(2)
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Based
on 56,074,918 shares to be outstanding upon completion of the proposed
$8,000,000 sale of 5,714,286 shares of common stock and warrants
to
purchase 1,142,857 shares of common stock at $1.80 per
share.
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(3)
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Includes
Dr. Ahn’s options to purchase 1,000,000 shares of common stock that are
currently exercisable or exercisable within 60 days of November
23, 2007
at an exercise price of $0.80 per share, 500,000 shares held by
Dr. Ahn’s
wife, Inok Ahn, and Mrs. Ahn’s options to purchase 500,000 shares of
common stock that are currently exercisable or exercisable within
60 days
of November 23, 2007 at an exercise price of $0.80 per
share.
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(4)
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Includes
Mr. Beever’s options to purchase 20,000 shares of common stock that are
currently exercisable or exercisable within 60 days of November
23, 2007 at an exercise price of $1.20 per
share.
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(5)
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Includes
Mr. Cheong’s options to purchase 20,000 shares of common stock that are
currently exercisable or exercisable within 60 days of November
23, 2007
at an exercise price of $1.20 per
share.
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(6)
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Includes
Mr. Jeong’s options to purchase (i) 150,000 shares of common stock that
are currently exercisable or exercisable within 60 days of November
23, 2007 at an exercise price of $0.24 per share and (ii) 600,000
shares of common stock that are currently exercisable or exercisable
within 60 days of November 23, 2007 at an exercise price of $0.80 per
share.
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(7)
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Includes
Ms. Kang’s options to purchase 20,000 shares of common stock that are
currently exercisable or exercisable within 60 days of November
23, 2007 at an exercise price of $1.20 per
share.
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(8)
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Includes
Mr. McIntosh’s options to purchase (i) 125,000 shares of common stock
that are currently exercisable or exercisable within 60 days of
November
23, 2007 at an exercise price of $0.80 per share, (ii) 20,000 shares
of common stock that are currently exercisable or exercisable within
60
days of November 23, 2007 at an exercise price of $3.00 per share and
(iii) 20,000 shares of common stock that are currently exercisable
or
exercisable within 60 days of November 23, 2007 at an exercise price
of $1.20 per share.
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(9)
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The
boards of directors of each of Rexgene, Chong Kun Dang and KT&G, each
a Korean corporation, have sole voting and sole investment power
as to the
shares owned by their respective
corporations.
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(10)
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Includes
750,000 shares of common stock held by Kyungbo Pharm, a subsidiary
of
Chong Kun Dang. Excludes 2,000,000 shares of common stock held
by Jang-Han Rhee, Chairman of Chong Kun Dang and a former director
of
Rexahn.
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(11)
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Includes
2,142,858 shares of common stock subject to purchase by KT&G
Corporation pursuant to its Securities Purchase Agreement, and
428,572
shares of common stock subject to purchase by it upon exercise
of warrants
subject to purchase pursuant to such Securities Purchase
Agreement.
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(12)
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Includes
714,286 shares of common stock subject to purchase by Rexgene Biotech
Co.,
Ltd. pursuant to its Securities Purchase Agreement, and 142,857
shares of
common stock subject to purchase by it upon exercise of warrants
subject
to purchase pursuant to such Securities Purchase
Agreement.
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