Current Report Filing (8-k)

Date : 04/12/2019 @ 1:16PM
Source : Edgar (US Regulatory)
Stock : Rexahn Pharmaceuticals, Inc. (RNN)
Quote : 5.24  0.0 (0.00%) @ 1:00AM

Current Report Filing (8-k)


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):   April 12, 2019
 
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)
(I.R.S. 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

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:

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))

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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Rexahn Pharmaceuticals, Inc. (the “Company”) announced today that it has effected a one-for-twelve reverse split (the “Reverse Stock Split”) of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). To effectuate the Reverse Stock Split, the Company filed a Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Amendment”), with the Secretary of State of the State of Delaware. Pursuant to and upon the effectiveness of the Amendment at 7:00 a.m., Eastern Daylight Time, on April 12, 2019, each twelve shares of Common Stock issued and outstanding at the effective time were reclassified and combined into one share of Common Stock.

The Company has retained Olde Monmouth Stock Transfer Co., Inc. (“Olde Monmouth”) to act as exchange agent for the Reverse Stock Split. Olde Monmouth will manage the exchange of old, pre-Reverse Stock Split shares for new post-Reverse Stock Split shares. Stockholders will receive a letter of transmittal providing instructions for the exchange of their shares. Record stockholders who hold their shares in “street name” will be contacted by their banks or brokers with any instructions.

A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
 
Item 8.01.
Other Events
 
On April 12, 2019, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
 
Item 9.01.
Financial Statements and Exhibits.
 
(d)
 
Exhibit No.
 
Description
 
 
 
 
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rexahn Pharmaceuticals, Inc.
     
 
Rexahn Pharmaceuticals, Inc. press release dated April 12, 2019.
 

SIGNATURE
 
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: April 12, 2019
/s/ Douglas J. Swirsky
 
Douglas J. Swirsky
 
President and Chief Executive Officer
 

Rexahn Pharmaceuticals, Inc. (AMEX:RNN)
Historical Stock Chart

1 Year : From Jul 2018 to Jul 2019

Click Here for more Rexahn Pharmaceuticals, Inc. Charts.

Rexahn Pharmaceuticals, Inc. (AMEX:RNN)
Intraday Stock Chart

Today : Tuesday 16 July 2019

Click Here for more Rexahn Pharmaceuticals, Inc. Charts.

Latest RNN Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.