Delaware
|
11-3516358
|
|
(State
or other jurisdiction of incorporation
|
(I.R.S.
Employer Identification Number) or
organization)
|
Large
Accelerated Filer q
|
Accelerated
Filer q
|
|
Non-Accelerated
Filer q (Do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
PART I FINANCIAL INFORMATION | ||||
Item
1
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Financial
Statements
|
|||
3
|
||||
4
|
||||
5
|
||||
6
|
||||
7
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||||
Item
2
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18
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|||
Item
3
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27
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|||
Item
4T
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27
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|||
|
||||
PART
II OTHER INFORMATION
|
||||
Item
1
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27
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|||
Item
2
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27
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|||
Item
3
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27
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|||
Item
4A
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27
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Item
5
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28
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|||
Item
6
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28
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|||
June 30,
2008
|
December 31,
2007
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 1,206,322 | $ | 3,809,571 | ||||
Short-term
investments
|
4,704,750 | 3,550,000 | ||||||
Prepaid
expenses and other
|
872,062 | 717,205 | ||||||
Total
Current Assets
|
6,783,134 | 8,076,776 | ||||||
Equipment,
Net
|
109,332 | 102,951 | ||||||
Intangible
Assets, Net
|
295,037 | 303,943 | ||||||
Total
Assets
|
$ | 7,187,503 | $ | 8,483,670 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 356,806 | $ | 606,832 | ||||
Total
Current Liabilities
|
356,806 | 606,832 | ||||||
Deferred
Revenue
|
1,087,500 | 1,125,000 | ||||||
Total
Liabilities
|
1,444,306 | 1,731,832 | ||||||
Commitment
and Contingencies
|
||||||||
Stockholders'
Equity:
|
||||||||
Preferred
stock, par value $0.0001, 100,000 authorized shares, none issued and
outstanding
|
- | - | ||||||
Common
stock, par value $0.0001, 500,000,000 authorized shares, 56,039,854
(2007-55,306,996) issued and 56,025,649 (2007-55,292,791)
outstanding
|
5,603 | 5,530 | ||||||
Additional
paid-in capital
|
33,018,088 | 31,769,049 | ||||||
Accumulated
deficit during the development stage
|
(27,044,605 | ) | (24,994,331 | ) | ||||
Treasury
stock, 14,205 shares, at cost
|
(28,410 | ) | (28,410 | ) | ||||
Stock
subscription receivable
|
(12,000 | ) | - | |||||
Accumulated
other comprehensive (loss)
|
(195,479 | ) | - | |||||
Total
Stockholders' Equity
|
5,743,197 | 6,751,838 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 7,187,503 | $ | 8,483,670 |
Cumulative
|
||||||||||||||||||||
from
March 19,
|
||||||||||||||||||||
Three
Months
|
Six
Months
|
2001
|
||||||||||||||||||
Ended
June 30,
|
Ended
June 30,
|
(Inception)
to
|
||||||||||||||||||
2008
|
2007
|
2008
|
2007
|
June 30,
2008
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Research
|
$ | 18,750 | $ | 18,750 | $ | 37,500 | $ | 37,500 | $ | 412,500 | ||||||||||
Expenses:
|
||||||||||||||||||||
General
and administrative
|
682,471 | 782,540 | 1,248,451 | 1,416,266 | 13,587,185 | |||||||||||||||
Research
and development
|
71,206 | 401,509 | 851,172 | 975,291 | 11,653,509 | |||||||||||||||
Patent
fees
|
62,539 | 41,000 | 106,204 | 74,838 | 811,677 | |||||||||||||||
Depreciation
and amortization
|
10,054 | 15,415 | 27,699 | 31,737 | 475,160 | |||||||||||||||
Total
Expenses
|
826,270 | 1,240,464 | 2,233,526 | 2,498,132 | 26,527,531 | |||||||||||||||
Loss
from Operations
|
(807,520 | ) | (1,221,714 | ) | (2,196,026 | ) | (2,460,632 | ) | (26,115,031 | ) | ||||||||||
Other
(Income) Expense
|
||||||||||||||||||||
Realized
loss on securities available-for-sale
|
- | - | 22,365 | - | 22,365 | |||||||||||||||
Interest
income
|
(60,676 | ) | (38,302 | ) | (168,117 | ) | (92,893 | ) | (1,018,938 | ) | ||||||||||
Interest
expense
|
- | - | - | - | 301,147 | |||||||||||||||
Beneficial
conversion feature
|
- | - | - | - | 1,625,000 | |||||||||||||||
(60,676 | ) | (38,302 | ) | (145,752 | ) | (92,893 | ) | 929,574 | ||||||||||||
Net
Loss Before Provision for Income Taxes
|
(746,844 | ) | (1,183,412 | ) | (2,050,274 | ) | (2,367,739 | ) | (27,044,605 | ) | ||||||||||
Provision
for Income Taxes
|
- | - | - | - | - | |||||||||||||||
Net
Loss
|
$ | (746,844 | ) | $ | (1,183,412 | ) | $ | (2,050,274 | ) | $ | (2,367,739 | ) | $ | (27,044,605 | ) | |||||
Net
loss per share outstanding, basic and diluted
|
$ | (0.01 | ) | $ | (0.02 | ) | $ | (0.04 | ) | $ | (0.05 | ) | ||||||||
Weighted
average number of shares outstanding, basic and diluted
|
55,935,649 | 50,322,769 | 55,638,945 | 50,315,491 |
Common
Stock
|
Additional
paid-in Capital
|
Accumulated
Deficit
|
Treasury
Stock
|
Stock
Subscriptions
|
Accumulated
Other
Comprehensive
Loss
|
Total
|
Total
Comprehensive Loss
|
|||||||||||||||||||||||||
Balances at December 31, 2007
|
$ | 5,530 | $ | 31,769,049 | $ | (24,994,331 | ) | $ | (28,410 | ) | $ | - | $ | - | $ | 6,751,838 | $ | - | ||||||||||||||
Stock compensation expense
|
- | 317,911 | - | - | - | - | 317,911 | - | ||||||||||||||||||||||||
Common stock issued
|
64 | 899,937 | - | - | - | - | 900,001 | - | ||||||||||||||||||||||||
Exercise of stock options
|
9 | 31,191 | - | - | - | - | 31,200 | |||||||||||||||||||||||||
Stock Subscriptions
|
- | - | - | - | (12,000 | ) | - | (12,000 | ) | - | ||||||||||||||||||||||
Net (loss)
|
- | - | (2,050,274 | ) | - | - | - | (2,050,274 | ) | (2,050,274 | ) | |||||||||||||||||||||
Unrealized loss on securities available for
sale
|
- | - | - | - | (195,479 | ) | (195,479 | ) | (195,479 | ) | ||||||||||||||||||||||
Balances at June 30, 2008
|
$ | 5,603 | $ | 33,018,088 | $ | (27,044,605 | ) | $ | (28,410 | ) | $ | (12,000 | ) | $ | (195,479 | ) | $ | 5,743,197 | $ | (2,245,753 | ) |
Cumulative
|
||||||||||||
From
March 19,
|
||||||||||||
Six
Months
|
2001
|
|||||||||||
Ended
June 30,
|
(Inception)
to
|
|||||||||||
2008
|
2007
|
June 30, 2008
|
||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net
loss
|
$ | (2,050,274 | ) | $ | (2,367,739 | ) | $ | (27,044,605 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||||||||||||
Beneficial
conversion feature
|
- | - | 1,625,000 | |||||||||
Compensatory
stock
|
- | - | 21,877 | |||||||||
Depreciation
and amortization
|
27,699 | 31,737 | 475,160 | |||||||||
Stock
option compensation expense
|
317,911 | 572,025 | 3,690,062 | |||||||||
Amortization
of deferred revenue
|
(37,500 | ) | (37,500 | ) | (412,500 | ) | ||||||
Realized
losses on securities available-for-sale
|
22,365 | - | 22,365 | |||||||||
Changes
in assets and liabilities:
|
||||||||||||
Prepaid
expenses and other
|
(154,857 | ) | (49,451 | ) | (872,062 | ) | ||||||
Accounts
payable and accrued expenses
|
(250,026 | ) | (4,293 | ) | 356,806 | |||||||
Net
Cash Used in Operating Activities
|
(2,124,682 | ) | (1,855,221 | ) | (22,137,897 | ) | ||||||
|
||||||||||||
Cash
Flows from Investing Activities:
|
||||||||||||
Purchase
of equipment
|
(25,174 | ) | - | (523,313 | ) | |||||||
Purchase
of securities available-for-sale
|
(5,848,176 | ) | - | (9,398,176 | ) | |||||||
Proceeds
from sales of securities available-for-sale
|
4,475,582 | - | 4,475,582 | |||||||||
Net
Cash Used in Investing Activities
|
(1,397,768 | ) | - | (5,445,907 | ) | |||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Issuance
of common stock
|
931,201 | 14,400 | 22,536,752 | |||||||||
Stock
subscription receivable
|
(12,000 | ) | - | (12,000 | ) | |||||||
Proceeds
from long-term debt
|
- | - | 5,150,000 | |||||||||
Proceeds
from research contribution
|
- | - | 1,500,000 | |||||||||
Payment
of licensing fees
|
- | - | (356,216 | ) | ||||||||
Principal
payments on long-term debt
|
- | - | (28,410 | ) | ||||||||
Net
Cash Provided by Financing Activities
|
919,201 | 14,400 | 28,790,126 | |||||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
(2,603,249 | ) | (1,840,821 | ) | 1,206,322 | |||||||
Cash
and Cash Equivalents - beginning of period
|
3,809,571 | 4,034,060 | - | |||||||||
Cash
and Cash Equivalents - end of period
|
$ | 1,206,322 | $ | 2,193,239 | $ | 1,206,322 | ||||||
Supplemental
Cash Flow Information
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | 2,702 |
1.
|
Operations
and Organization
|
2.
|
Summary
of Significant Accounting Policies
|
|
a)
|
Basis
of Accounting
|
|
b)
|
Short-term
investments
|
|
c)
|
Recent
Accounting Pronouncements Affecting the
Company
|
d)
|
Earnings
Per Share
|
For the three months ended
|
For the six months ended
|
|||||||||||||||
June 30, 2008
|
June 30, 2007
|
June 30, 2008
|
June 30,2007
|
|||||||||||||
Basic
|
55,935,649 | 50,322,769 | 55,638,945 | 50,315,491 | ||||||||||||
Diluted
|
55,935,649 | 50,322,769 | 55,638,945 | 50,315,491 |
For the three months ended
|
For the six months ended
|
|||||||||||||||
June 30, 2008
|
June 30, 2007
|
June 30, 2008
|
June 30,2007
|
|||||||||||||
Stock
Options
|
4,683,795 | 3,171,670 | 4,683,795 | 3,171,670 | ||||||||||||
Warrants
|
1,207,148 | - | 1,207,148 | - |
3.
|
Equipment,
Net
|
June
30,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Furniture
and fixtures
|
$ | 31,713 | $ | 31,713 | ||||
Office
equipment
|
68,822 | 43,648 | ||||||
Lab
and computer equipment
|
423,159 | 423,159 | ||||||
523,694 | 498,520 | |||||||
Less:
Accumulated depreciation
|
414,362 | 395,569 | ||||||
Net
carrying amount
|
$ | 109,332 | $ | 102,951 |
4.
|
Intangible
Assets, Net
|
June
30,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Revaax
license, original cost
|
$ | 356,216 | $ | 356,216 | ||||
Less:
Accumulated amortization
|
61,179 | 52,273 | ||||||
Net
book value
|
$ | 295,037 | $ | 303,943 |
2008
|
$ | 8,905 | ||
2009
|
17,811 | |||
2010
|
17,811 | |||
2011
|
17,811 | |||
2012
|
17,811 | |||
Thereafter
|
214,888 | |||
$ | 295,037 |
5.
|
Deferred
Revenue
|
6.
|
Common
Stock
|
a)
|
On
May 10, 2001 the Company issued 3,600,000 shares of common stock to the
Company's founders for $1.
|
|
b)
|
On
August 10, 2001 the Company issued:
|
|
i)
|
1,208,332
shares of common stock to the directors of the Company for cash of
$1,450,000.
|
|
ii)
|
958,334
shares of common stock to Rexgene for cash of
$550,000.
|
|
iii)
|
360,000
shares of common stock in a private placement to individual investors for
cash of 1,080,000.
|
|
c)
|
On
October 10, 2001 the Company issued 400,000 shares of common stock to
Chong Kun Dang Pharmaceutical Corp. ("CKD") for cash of $479,991 and
400,000 shares of common stock to an individual investor for cash of
$479,991.
|
|
d)
|
On
October 10, 2001 the Company issued 200,000 shares of common stock to CKD
for cash of $479,985.
|
|
e)
|
Since
inception, the Company's founders have transferred 800,000 shares of the
common stock described in a) to officers and directors of the
Company.
|
|
f)
|
In
July 2003, the shareholders described in b)(iii) and e) transferred an
aggregate of 1,268,332 shares of common stock to a voting
trust. The trust allows for the unified voting of the stock by
the trustees. The appointed trustees are senior management of
the Company who, together with their existing shares, control a majority
of the voting power of the Company.
|
|
g)
|
On
August 20, 2003 the Company issued 500,000 shares of common stock to
KT&G Corporation for cash of
$2,000,000.
|
|
h)
|
On
October 29, 2004, an option holder exercised options to purchase shares of
the Company’s common stock for cash of $1,800 and the Company issued an
aggregate of 1,500 shares.
|
|
i)
|
Pursuant
to the 2005 Agreement and Plan of Merger, (i) each share of the issued and
outstanding common stock of Rexahn (other than dissenting shares) was
converted into the right to receive five shares of Rexahn Pharmaceuticals
common stock; (ii) each issued, outstanding and unexercised option to
purchase a share of Rexahn common stock was converted into an option to
purchase five shares of Rexahn Pharmaceuticals common stock and (iii) the
par value of Rexahn's common stock was
adjusted.
|
|
j)
|
On
August 8, 2005, the Company issued, in a transaction exempt from
registration under the Securities Act, 4,175,000 shares of common stock at
a purchase price of $2.00 per
share.
|
|
k)
|
On
October 3, 2005, the Company issued 7,000 shares of common stock for
$21,877 and $7,500 cash in exchange for
services.
|
|
l)
|
On
December 2, 2005, the holders of a convertible note, representing
$1,300,000 aggregate principal amount, exercised their option to convert
the entire principal amount of the note into the Company's common
stock. Based on a $2.00 per share conversion price, the holders
received an aggregate of 650,000
shares.
|
|
m)
|
On
December 27, 2005, option holders exercised options to purchase shares of
the Company's common stock for cash of $9,600 and the Company issued an
aggregate of 40,000 shares.
|
|
n)
|
On
February 22, 2006, an option holder exercised options to purchase shares
of the Company's common stock for cash of $1,200 and the Company issued an
aggregate of 5,000 shares.
|
|
o)
|
On
April 12, 2006, an option holder exercised options to purchase shares of
the Company’s common stock for cash of $3,409 and the Company issued an
aggregate of 14,205 shares. On the same date, the Company
agreed to repurchase common stock from the option holder based on the then
market price for treasury in exchange for the aggregate purchase price of
$28,410 in cash.
|
|
p)
|
On
May 13, 2006, holders of the $3,850,000 convertible notes issued on
February 28, 2005, exercised their rights to convert the entire principal
amount of the notes into shares of the Company’s common
stock. Based on a $1.00 per share conversion price, the
Company issued 3,850,000 shares of common stock in connection with the
conversion.
|
|
q)
|
On
October 9, 2006, an option holder exercised options to purchase shares of
the Company’s common stock for cash of $2,400 and the Company issued an
aggregate of 10,000 shares.
|
|
r)
|
On
November 19, 2006, an option holder exercised options to purchase shares
of the Company's common stock for cash of $1,800 and the Company issued an
aggregate of 7,500 shares.
|
|
s)
|
On
December 19, 2006, an option holder exercised options to purchase shares
of the Company's common stock for cash of $6,000 and the Company issued an
aggregate of 25,000 shares.
|
|
t)
|
On
April 18, 2007, an option holder exercised options to purchase shares of
the Company's common stock for cash of $14,400 and the Company issued an
aggregate of 18,000 shares.
|
|
u)
|
On
July 23, 2007, an option holder exercised options to purchase shares of
the Company's common stock for cash of $12,000 and the Company issued an
aggregate of 15,000 shares.
|
|
v)
|
On
September 27, 2007, an option holder exercised options to purchase shares
of the Company's common stock for cash of $15,600 and the Company issued
an aggregate of 19,500 shares.
|
|
w)
|
On
December 18, 2007, the Company issued 4,857,159 units in a private
placement at a price $1.40 per share for total gross proceeds of
$6,800,023. Investors also were issued one warrant for every five
shares purchased. One warrant will entitle the holder to
purchase an additional share of common stock at a purchase price of $1.80
at any time over a period of three years from the date of the closing of
the private placement. The warrants have been valued at
$1,103,164 and were charged to additional paid in
capital. Private placement closing costs of $139,674, included
warrants issued, valued at $91,199, were recorded as a reduction of the
issuance proceeds.
|
|
x)
|
On
December 27, 2007 an option holder exercised options to purchase shares of
the Company's common stock for cash of $18,000 and the Company issued an
aggregate of 75,000 shares.
|
|
y)
|
On
March 20, 2008, the Company issued 642,858 units consisting of one share
of the Company’s common stock and one warrant for every five common shares
purchased in a private placement at a price of $1.40 per share for total
gross proceeds of $900,001. One warrant will entitle the holder
to purchase an additional share of common stock at a price of $1.80 at any
time over a period of three years from the date of the private
placement. The warrants were valued at
$220,005.
|
|
z)
|
On
May 30, 2008, an option holder exercised options to purchase shares of the
Company's common stock for cash of $7,200 and the Company issued an
aggregate of 30,000 shares.
|
|
aa)
|
On
June 2, 2008, an option holder exercised options to purchase shares of the
Company's common stock for cash of $12,000 and the Company issued an
aggregate of 50,000 shares.
|
|
ab)
|
On
June 30, 2008, an option holder exercised options to purchase shares of
the Company's common stock for cash of $12,000 and the Company issued an
aggregate of 10,000 shares.
|
7.
|
Stock-Based
Compensation
|
Six Months Ended
|
||||||||||||
June 30, 2008
|
June 30, 2007
|
Inception
(March 19, 2001) to June 30,
2008
|
||||||||||
Income
statement line item:
|
||||||||||||
General
and administrative
|
||||||||||||
Payroll
|
$ | 18,400 | $ | 208,069 | $ | 1,115,128 | ||||||
Consulting
and other professional fees
|
117,047 | 97,853 | 714,149 | |||||||||
Research
and development:
|
||||||||||||
Payroll
|
96,398 | 95,044 | 580,768 | |||||||||
Consulting
and other professional fees
|
86,066 | 171,059 | 1,269,081 | |||||||||
Total
|
$ | 317,911 | $ | 572,025 | $ | 3,679,126 |
Six Months Ended June 30
|
||||||||
2008
|
2007
|
|||||||
Black-Scholes
weighted average assumptions:
|
||||||||
Expected
dividend yield
|
0 | 0 | ||||||
Expected
volatility
|
104% - 106 | % | 102 | % | ||||
Risk
free interest rate
|
1.87% - 4.99 | % | 4.28% - 4.93 | % | ||||
Expected
term (in years)
|
0.2-5
years
|
1-5
years
|
2008
|
2007
|
|||||||||||||||
Shares Subject to Options
|
Weighted Avg. Exercise
Prices
|
Shares Subject to Options
|
Weighted Avg. Exercise
Prices
|
|||||||||||||
Outstanding
at January 1
|
6,045,795 | $ | 0.97 | 6,123,295 | $ | 0.94 | ||||||||||
Granted
|
200,000 | 2.72 | 425,000 | 1.44 | ||||||||||||
Exercised
|
(90,000 | ) | 0.35 | (18,000 | ) | 0.80 | ||||||||||
Cancelled
|
(50,000 | ) | 1.34 | (277,500 | ) | 1.10 | ||||||||||
Outstanding
at June 30
|
6,105,795 | $ | 0.99 | 6,252,795 | $ | 0.96 |
Shares Subject to Options
|
Weighted Avg. Exercise
Prices
|
Weighted Average Remaining Contractual
Term
|
Aggregate Intrinsic Value
|
||||||||||
Outstanding
at June 30, 2008
|
6,105,795 | $ | 0.99 |
6.7 years
|
$ | 13,692,985 | |||||||
Exercisable
at June 30, 2008
|
4,683,795 | $ | 0.95 |
6.3 years
|
$ | 10,962,805 |
Shares Subject to Options
|
Weighted Avg. Exercise
Prices
|
Weighted Average Remaining Contractual
Term
|
Aggregate Intrinsic
Value
|
||||||||||
Outstanding
at June 30, 2007
|
6,252,795 | $ | 0.96 |
7.3 years
|
$ | 6,229,698 | |||||||
Exercisable
at June 30, 2007
|
3,171,670 | $ | 0.86 |
7.2 years
|
$ | 4,579,608 |
8.
|
Commitments
and Contingencies
|
|
a)
|
The
Company has contracted with various vendors to provide research and
development services. The terms of these agreements usually require an
initiation fee and monthly or periodic payments over the terms of the
agreement, ranging from 6 months to 24 months. The costs to be incurred
are estimated and are subject to revision. As of June 30, 2008, the total
maximum commitment under these agreements was estimated to be $2,621,910
and the Company had made payments totaling $1,888,478 and has accrued
$123,273 under the terms of the agreements as at June 30,
2008. All of these agreements may be terminated by either party
upon appropriate notice as stipulated in the respective
agreements.
|
|
b)
|
The
Company and two of its key executives have entered into employment
agreements. One of the two agreements was renewed on September 12, 2007
and provides for an annual salary of $160,000 through September 12, 2009.
One agreement expires on September 12, 2010 and provides for an annual
salary of $350,000.
|
|
c)
|
In
April 2004, the Company signed a 5 year lease for 8,030 square feet of
office space in Rockville, Maryland commencing July 2004. The lease
requires annual base rents of $200,750 subject to annual increases of 3%
of the preceding year’s adjusted base rent. Under the leasing agreement,
the Company also pays its allocable portion of real estate taxes and
common area operating charges.
|
Remainder
of 2008
|
$ | 111,328 | ||
2009
|
112,972 | |||
$ | 224,300 |
|
d)
|
Regulation
by governmental authorities in the United States and in other countries
constitutes a significant consideration in our product development,
manufacturing and marketing strategies. The Company expects that all of
its drug candidates will require regulatory approval by appropriate
governmental agencies prior to commercialization and will be subjected to
rigorous pre-clinical, clinical, and post-approval testing, as well as to
other approval processes by the FDA and by similar health authorities in
foreign countries. United States federal regulations control the ongoing
safety, manufacture, storage, labeling, record keeping, and marketing of
all biopharmaceutical products intended for therapeutic purposes. The
Company believes that it is in compliance in all material respects with
currently applicable rules and
regulations.
|
9.
|
Fair
Value Measurements
|
Level 1 Inputs
|
—
|
Unadjusted
quoted prices in active markets for identical assets or liabilities that
is accessible by the Company;
|
Level
2 Inputs
|
—
|
Quoted
prices in markets that are not active or financial instruments for which
all significant inputs are observable, either directly or
indirectly;
|
Level
3 Inputs
|
—
|
Unobservable
inputs for the asset or liability including significant assumptions of the
Company and other market
participants.
|
Fair Value Measurements at Reporting Date
Using
|
||||||||||||||||
Description
|
Book/
Carrying Value At
June 30, 2008
|
Quoted Prices in Active Markets for Identical
Assets
(Level 1)
|
Significant Other Observable
Inputs
(Level 2)
|
Significant Unobservable
Inputs
(Level 3)
|
||||||||||||
Assets:
|
||||||||||||||||
Equity
Investments Gove
|
$ | 1,350,000 | $ | 1,350,000 | $ | - - | $ | - | ||||||||
Government
Obligations
|
$ | 3,354,750 | $ | 3,354,750 | $ | - - | $ | - | ||||||||
Total
Assets
|
$ | 4,704,750 | $ | 4,704,750 | $ | - - | $ | - |
10.
|
Subsequent
Events
|
·
|
our
lack of profitability and the need for additional capital to operate our
business;
|
·
|
our
ability to obtain the necessary U.S. and worldwide regulatory approvals
for our drug candidates;
|
·
|
successful
and timely completion of clinical trials for our drug
candidates;
|
·
|
demand
for and market acceptance of our drug
candidates;
|
·
|
the
availability of qualified third-party researchers and manufacturers for
our drug development programs;
|
·
|
our
ability to develop and obtain protection of our intellectual property;
and
|
·
|
other
risks and uncertainties, including those detailed from time to time in our
filings with the Securities and Exchange
Commission.
|
Remainder
of 2008
|
$ | 111,328 | ||
2009
|
|
$ | 112,972 | |
$ | 224,300 |
|
·
|
the
progress of our product development
activities;
|
|
·
|
the
number and scope of our product development
programs;
|
|
·
|
the
progress of our pre-clinical and clinical trial
activities;
|
|
·
|
the
progress of the development efforts of parties with whom we have entered
into collaboration agreements;
|
|
·
|
our
ability to maintain current collaboration programs and to establish new
collaboration arrangements;
|
|
·
|
the
costs involved in prosecuting and enforcing patent claims and other
intellectual property rights; and
|
|
·
|
the
costs and timing of regulatory
approvals.
|
Number of Shares
|
|||
Voted For
|
Withheld
|
||
1. Election of Directors:
|
|||
Chang H. Ahn
|
48,051,221
|
–
|
50
|
Charles Beever
|
48,051,221
|
–
|
50
|
Kwang Soon Cheong
|
48,051,221
|
–
|
50
|
Ted T.H. Jeong
|
48,051,221
|
–
|
50
|
Y. Michele Kang
|
48,051,221
|
–
|
50
|
David McIntosh
|
48,051,221
|
–
|
50
|
Dr. Freddie Ann Hoffman
|
48,051,221
|
–
|
50
|
Number of Shares
|
|||
Voted For
|
Voted Against
|
Abstentions
|
|
2. Proposal to ratify appointment of Lazar Levine
& Felix LLP as the Company's Independent
auditors
|
48,051,271
|
–
|
–
|
Exhibit
No.
|
Description
|
Location
|
||
31.1
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Executive
Officer)
|
Filed
herewith
|
||
31.2
|
Rule
13a-14(a)/15d-14(a) Certification (Principal Financial
Officer)
|
Filed
herewith
|
||
32.0*
|
Section
1350 Certificate
|
Filed
herewith
|
||
*
|
This
exhibit is furnished rather than filed, and shall not be incorporated by
reference into any filing of the registrant in accordance with Item 601 of
Registration S-K
|
REXAHN
PHARMACEUTICALS, INC.
|
||
(Registrant)
|
||
Date: August
14, 2008
|
By: /s/ Chang H.
Ahn
|
|
Chang
H. Ahn
|
||
Chairman
and Chief Executive Officer
|
||
Date: August
14, 2008
|
By: /s/ Ted T.H.
Jeong
|
|
Ted
T.H. Jeong
|
||
Chief
Financial Officer and Secretary
|
Exhibit
No.
|
Description
|
Location
|
||
Rule
13 a-14(a)/15d-14(a) Certification (Principal Executive
Officer)
|
Filed
herewith
|
|||
Rule
13 a-14(a)/15d-14(a) Certification (Principal Financial
Officer)
|
Filed
herewith
|
|||
Section 1350
Certificate
|
Filed
herewith
|