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):   August 29, 2017

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.
 


Section 5 – Other Events

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 29, 2017, Dr. Chang H. Ahn notified Rexahn Pharmaceuticals, Inc. (the “Company”) that effective August 31, 2017 he was retiring from the Company’s Board of Directors and as the Company’s Chief Scientist.

Section 7 – Regulation FD

Item 7.01
Regulation FD Disclosure.

On September 1, 2017, the Company issued a press release announcing Dr. Ahn’s retirement as the Company’s Chief Scientist and resignation from the Board. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01
Financial Statements and Exhibits.

(d)            Exhibits.

Exhibit No.
Description
   
99.1
Press release of Rexahn Pharmaceuticals, Inc. dated September 1, 2017.
 
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SIGNATURES

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: September 1, 2017
/s/ Tae Heum Jeong
 
Tae Heum Jeong
 
Senior Vice President of Finance & Chief Financial Officer
 
3

Exhibit Listing
 
Exhibit No.
Description
   
Press release of Rexahn Pharmaceuticals, Inc. dated September 1, 2017.
 
 
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