Item 8.01 Other Events.
On October 8, 2020, Rexahn Pharmaceuticals, Inc., a Delaware corporation (the
"Company"), mailed notices to the holders of its outstanding common stock
purchase warrants, as required by the terms of such warrants, stating that the
Company expects the closing of the previously announced merger (the "Merger") of
Razor Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and wholly owned
subsidiary of the Company, with Ocuphire Pharma, Inc., a Delaware corporation
("Ocuphire"), pursuant to the terms of that certain Agreement and Plan of Merger
and Reorganization, dated June 17, 2020, by and among the Company, Merger Sub
and Ocuphire (as amended, the "Merger Agreement"), to occur on or about November
5, 2020. The notice also stated that the Company expects the record date for the
determination of stockholders entitled to receipt of the contingent value rights
to be issued pursuant to that certain Contingent Value Rights Agreement to be
entered into among the Company, Olde Monmouth Stock Transfer Co., Inc. and
Shareholder Representative Services LLC (the "CVR Agreement") to be on or about
November 5, 2020.
Forward-Looking Statements
This communication contains forward-looking statements (including within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"))
concerning the proposed Merger and other matters. Forward-looking statements
generally include statements that are predictive in nature and depend upon or
refer to future events or conditions, and include words such as "may," "will,"
"should," "would," "expect," "anticipate," "plan," "likely," "believe,"
"estimate," "project," "intend," and other similar expressions. Statements that
are not historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are subject to
risks and uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation: the
risk that the conditions to the closing of the Merger (the "Closing") are not
satisfied, including the failure to obtain stockholder approval for the proposed
Merger in a timely manner or at all; uncertainties as to the timing of the
consummation of the proposed Merger and the ability of each of Rexahn and
Ocuphire to consummate the Merger; risks related to Rexahn's ability to
correctly estimate its expected net cash on the date that is ten (10) days prior
to the anticipated Closing date (the "calculation date") and estimate and manage
its operating expenses and its expenses associated with the proposed Merger
pending Closing; risks related to the calculation of the estimated warrant
liability of Rexahn's net cash amount being impacted by the trading price of a
share of Rexahn common stock on The Nasdaq Stock Market LLC ("Nasdaq") on the
calculation date and its impact on Rexahn's expected net cash on the calculation
date; Rexahn's ability to meet the minimum net cash requirement; risks related
to Rexahn's continued listing on the Nasdaq Capital Market until the Closing;
risks related to the failure or delay in obtaining required approvals from any
governmental or quasi-governmental entity necessary to consummate the proposed
Merger; legislative, regulatory, political and economic developments; and the
effects of COVID-19 on the companies and their ability to consummate the Merger.
The foregoing review of important factors that could cause actual events to
differ from expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and elsewhere,
including the risk factors included in Rexahn's most recent Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the Securities and Exchange Commission ("SEC"). Rexahn can give no
assurance that the conditions to the Merger will be satisfied on or about
November 5, 2020, or at all. You should not place undue reliance on these
forward-looking statements, which are made only as of the date hereof or as of
the dates indicated in the forward-looking statements. Except as required by
applicable law, Rexahn undertakes no obligation to revise or update any
forward-looking statement, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.
Important Additional Information and Where to Find It
In connection with the proposed Merger, Rexahn filed relevant materials with the
SEC, including a registration statement on Form S-4 (File No. 333-239702) that
was filed on July 6, 2020, amended on August 27, 2020, September 16, 2020 and
September 30, 2020, and declared effective by the SEC on October 2, 2020, that
contains a proxy statement/prospectus/information statement. INVESTORS AND
STOCKHOLDERS OF REXAHN ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT REXAHN, OCUPHIRE, THE
MERGER AND RELATED MATTERS. Investors and stockholders may obtain free copies of
the proxy statement/prospectus/information statement and other documents filed
by Rexahn with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. In addition, investors and stockholders
may obtain free copies of the proxy statement/prospectus/information statement
and other documents filed by Rexahn with the SEC by contacting Rexahn by written
request to: Rexahn Pharmaceuticals, Inc., 15245 Shady Grove Road, Suite 455,
Rockville, Maryland, 20850, Attention: Corporate Secretary. Investors and
stockholders are urged to read the proxy statement/prospectus/information
statement and the other relevant materials before making any voting or
investment decision with respect to the Merger.
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No Offer or Solicitation
This communication shall not constitute an offer to sell, the solicitation of an
offer to sell or any offer to buy or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Participants in the Solicitation
Rexahn and its directors and executive officers and Ocuphire and its directors
and executive officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Rexahn in connection with the Merger.
Information regarding the special interests of these directors and executive
officers in the Merger is included in the proxy statement/prospectus/information
statement referred to above. Additional information about Rexahn's directors and
executive officers is included in Rexahn's Annual Report on Form 10-K for the
fiscal year ended December 31, 2019, filed with the SEC on February 21, 2020, as
amended on April 29, 2020, and in subsequent documents filed with the SEC,
including the proxy statement/prospectus/information statement referred to
above. Rexahn has also engaged Alliance Advisors, LLC to assist in the
solicitation of proxies and provide related advice and informational support, in
exchange for a services fee and the reimbursement of customary disbursements,
which are not expected to exceed $130,000 in total. Additional information
regarding the persons who may be deemed participants in the proxy solicitations
and a description of their direct and indirect interests in the proposed Merger,
by security holdings or otherwise, is also included in the proxy
statement/prospectus/information statement and other relevant materials to be
filed with the SEC when they become available. These documents are available
free of charge at the SEC website (www.sec.gov) and from the Corporate Secretary
of Rexahn at the address above.
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