Rexahn Announces Reverse Stock Split
April 10 2019 - 4:07PM
Rexahn Pharmaceuticals, Inc. (NYSE American: RNN), a clinical-stage
biopharmaceutical company developing innovative therapies to
improve patient outcomes in cancers that are difficult to treat,
today announced that its Board of Directors has approved a
one-for-twelve (1-for-12) reverse stock split of its common stock
that will become effective Friday, April 12, 2019, upon the filing
of a Certificate of Amendment to its Certificate of Incorporation
with the Secretary of the State of Delaware. Beginning on April 12,
2019, Rexahn’s common stock will trade on NYSE American on a
reverse split-adjusted basis under the new CUSIP number 761640309.
As previously disclosed, at the Company’s Special Meeting of
Stockholders held on March 26, 2019, Rexahn’s stockholders approved
a proposal authorizing the Company’s Board of Directors to effect a
reverse stock split by a ratio of not less than one-for-five
(1-for-5) and not more than one-for-fifteen (1-for-15).
The reverse stock split uniformly affects all issued and
outstanding shares of the Company’s common stock. The reverse stock
split will not alter any stockholder's percentage ownership
interest in Rexahn, except to the extent that the reverse stock
split results in fractional shares. No fractional shares will be
issued in connection with the reverse stock split. Stockholders who
would otherwise be entitled to receive a fractional share will
instead receive a cash payment based on the closing sales price of
the Company’s common stock on April 12, 2019. The par value of the
Company’s common stock will remain unchanged at $0.0001 per share
following the reverse stock split.
The reverse stock split proportionately reduces the number of
shares of common stock available for issuance under the Company’s
equity incentive plans and proportionately reduces the number of
shares of common stock issuable upon the exercise of stock options
and warrants and the vesting of restricted stock units outstanding
immediately prior to the reverse split.
The reverse stock split will reduce the number of shares of
common stock issued and outstanding from approximately 48.3 million
to approximately 4.0 million. There will be no change to the number
of authorized shares under the Company’s Certificate of
Incorporation, as amended.
Olde Monmouth Stock Transfer Co., Inc. (Olde Monmouth) is acting
as the exchange agent and transfer agent for the reverse stock
split. Olde Monmouth will provide instructions to stockholders with
physical certificates regarding the process for exchanging their
pre-split stock certificates for post-split shares in book-entry
form and receiving payment for any fractional shares.
About Rexahn Pharmaceuticals, Inc.
Rexahn Pharmaceuticals Inc. (NYSE American: RNN) is a clinical
stage biopharmaceutical company developing innovative therapies to
improve patient outcomes in cancers that are difficult to treat.
The Company’s mission is to improve the lives of cancer patients by
developing next-generation cancer therapies that are designed to
maximize efficacy while minimizing the toxicity and side effects
traditionally associated with cancer treatment. Rexahn’s product
candidates work by targeting and neutralizing specific proteins
believed to be involved in the complex biological cascade that
leads to cancer cell growth. Preclinical studies show that several
of Rexahn’s product candidates may be effective against multiple
types of cancer, including drug resistant cancers, and
difficult-to-treat cancers and others may augment the effectiveness
of current FDA-approved cancer treatments. The Company has two
oncology product candidates, RX-3117 and RX-5902, in Phase 2
clinical development and additional compounds in preclinical
development, including RX-0301. For more information about the
Company and its oncology programs, please visit www.rexahn.com.
Safe Harbor
To the extent any statements made in this press release deal
with information that is not historical, these are forward-looking
statements under the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about the timing and effectiveness of the reverse stock split and
Rexahn’s plans, objectives, expectations and intentions with
respect to the reverse stock split and future operations and
products, the path of clinical trials and development activities,
and other statements identified by words such as “will,”
“potential,” “could,” “can,” “believe,” “intends,” “continue,”
“plans,” “expects,” “anticipates,” “estimates,” “may,” and other
words of similar meaning or the use of future dates.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain. Uncertainties and risks may
cause Rexahn’s actual results to be materially different than those
expressed in or implied by Rexahn’s forward-looking statements. For
Rexahn, particular uncertainties and risks include, among others,
understandings and beliefs regarding the role of certain biological
mechanisms and processes in cancer; drug candidates being in early
stages of development, including clinical development; the ability
to initially develop drug candidates for orphan indications to
reduce the time-to-market and take advantage of certain incentives
provided by the U.S. Food and Drug Administration; the ability to
transition from our initial focus on developing drug candidates for
orphan indications to candidates for more highly prevalent
indications; the availability and access to capital; and the
expected timing of results from our clinical trials. More detailed
information on these and additional factors that could affect
Rexahn’s actual results are described in Rexahn’s filings with the
Securities and Exchange Commission, including its most recent
annual report on Form 10-K. All forward-looking statements in this
news release speak only as of the date of this news release. Rexahn
undertakes no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Investor Contact:ir@rexahn.com
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