UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rexahn Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
761640 10 1
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(CUSIP Number)
Jang Han Rhee
Chong Kun Dang Pharmaceutical Corp.
368 3-ga Chungjeong-ro Seodaemun-gu
Seoul, Korea 120-756
011-82-2-2194-0510
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 13, 2005
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(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
SCHEDULE 13D
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CUSIP No. 761640 10 1 Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chong Kun Dang Pharmaceutical Corp. Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
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7 SOLE VOTING POWER
NUMBER OF 3,000,000
SHARES ------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING 3,000,000
PERSON ------- ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.2%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 761640 10 1 SCHEDULE 13D Page 3 of 7 Pages
Item 1. Security and Issuer.
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This statement relates to the common stock, par value $0.0001 per
share (the "Common Stock"), of Rexahn Pharmaceuticals, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive office is located
at 9620 Medical Center Drive, Rockville, MD 20850.
Item 2. Identity and Background.
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The person filing this statement (the "Reporting Person"), the
executive officers and directors of the Reporting Person (the "Additional
Persons") and the information in respect of the Reporting Person and the
Additional Persons are as follows:
(a) The name of the Reporting Person is Chong Kun Dang
Pharmaceutical Corp. ("CKD"). The names of the Additional Persons are set forth
in Schedule A to this statement which is incorporated herein by reference in its
entirety.
(b) The principal business address of CKD is 368 3-ga
Chungjeong-ro Seodaemun-gu, Seoul, Korea 120-756.
(c) The principal business of CKD is the manufacture of
pharmaceuticals. The business or residential address and present principal
occupation or employment (including the name and address of the corporation or
organization in which such employment is conducted) of each Additional Person is
set forth in Schedule A to this statement which is incorporated herein by
reference in its entirety.
(d) During the last five years, neither CKD nor, to the knowledge
of CKD, any of the Additional Persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither CKD nor, to the knowledge
of CKD, any of the Additional Persons has been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction as a result of which
CKD or any of the Additional Persons was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) CKD is a corporation organized under the laws of the Republic
of Korea. All of the Additional Persons are citizens of the Republic of Korea.
Item 3. Source and Amount of Funds or Other Consideration.
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CKD acquired beneficial ownership of 3,000,000 shares of Common
Stock from the Issuer in connection with the Merger described in Item 4.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 4 of 7 Pages
Item 4. Purpose of Transaction.
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The acquisition was made in connection with the Agreement and Plan
of Merger dated as of January 20, 2005 (the "Merger Agreement") by and among
Corporate Road Show.Com Inc., a New York corporation ("CPRD"), CRS Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of CPRD ("Merger Sub"),
CRS Delaware, Inc., a Delaware corporation and wholly owned subsidiary of CPRD
("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), pursuant
to which, immediately after giving effect to a 1-for-100 reverse stock split and
the reincorporation of CPRD as a Delaware corporation under the name "Rexahn
Pharmaceuticals, Inc.", Merger Sub merged with and into Rexahn, with Rexahn as
the surviving corporation (the "Surviving Company") and a wholly-owned
subsidiary of CPRD (the "Merger"). In the Merger, each share of Rexahn common
stock issued and outstanding prior to the Merger was converted into five shares
of Common Stock. Immediately prior to the Merger, CKD beneficially owned 600,000
shares of Rexahn common stock, and Jang Han Rhee, Chairman and Chief Executive
Officer of CKD and a director of the Issuer, beneficially owned 400,000 shares
of Rexahn common stock. As a result of the Merger, CKD received 3,000,000 shares
of Common Stock, and J.H. Rhee received 2,000,000.
A copy of the Merger Agreement is incorporated herein by reference
as Exhibit 1.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, CKD beneficially owns 3,000,000 shares
of Common Stock, representing 7.2% of the outstanding shares of Common Stock,
and J.H. Rhee beneficially owns 2,000,000 shares of Common Stock, representing
4.8% of the outstanding shares of Common Stock. These percentages are based upon
the Issuer's statement as to the number of outstanding shares of Common Stock as
set forth in its Current Report on Form 8-K, filed with the Securities and
Exchange Commission on May 16, 2005.
(b) The Board of Directors of CKD has the sole power to vote or to
direct the vote, and dispose or direct the disposition, of all 3,000,000 shares
of Common Stock CKD acquired. J.H. Rhee has the sole power to vote or to direct
the vote, and dispose or direct the disposition, of 2,000,000 shares of Common
Stock acquired by him.
(c) Except for the acquisition reported herein, neither CKD nor
J.H. Rhee has effected any other transaction in the Common Stock within the past
60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock acquired by CKD and J.H. Rhee.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Not applicable.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits.
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Exhibit 1. Agreement and Plan of Merger, dated as of January 20, 2005,
by and among CPRD, Merger Sub, CRS Delaware and Rexahn is
incorporated by reference to Exhibit 2.1 to CPRD's Current
Report on Form 8-K filed on January 21, 2005.
Exhibit 2. Power of Attorney dated May 16, 2005.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 6 of 7 Pages
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: May 23, 2005
Chong Kun Dang Pharmaceutical Corp.
/s/ Ted T.H. Jeong
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Ted T.H. Jeong as Attorney-in-Fact
for CKD
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 7 of 7 Pages
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF CHONG KUN DANG PHARMACEUTICAL CORP.
The following table sets forth the name, business address and present principal
occupation or employment of each executive officer and director of CKD. Except
as otherwise indicated below, the business address of each person set forth on
this Schedule A is: c/o Chong Kun Dang Pharmaceutical Corp., 368 3-ga
Chungjeong-ro Seodaemun-gu Seoul, Korea 120-756.
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NAME PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
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Jang Han Rhee Chairman and Chief Executive Officer
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Jung-Woo Kim President
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Sang-Joon Lee Executive Director
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Young-Dug Ki Executive Director
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Jung-Soo Park Auditor
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Sang-Yeol Kim President and Chief Executive Officer
(Outside Director) The Korea Chamber of Commerce and Industry (Commercial
chamber)
Gateway Tower Building, Dongja-dong, Yongsan-gu
Seoul, Korea (Business)
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Jong-Yoon Lee Visiting Professor
(Outside Director) Kongju University (Educational institution)
182 Singwan-dong, Gongju
Chungnam, Korea (Business)
President
The Holt Children's Services, Inc. (Non-profit social
services organization)
382-14 Hapjeong-dong, Mapo-gu
Seoul, Korea (Business)
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