UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K/A
(Amendment No. 1)
     
x
  
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the fiscal year ended December 31, 2008
OR
o
  
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the transition period from          to          
 
Commission file number: 000-50590
 
Rexahn Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware
  
11-3516358
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
9620 Medical Center Drive
Rockville, Maryland
  
20850
(Address of principal executive offices)
  
(Zip Code)
 
 (240) 268-5300
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
     
Title of Each Class
  
Name of Each Exchange on Which Registered
Common Stock, $.0001 par value per share
  
NYSE Alternext US

Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes o     No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filer o
Accelerated filer  x
Non-accelerated filer o
Smaller reporting company x
   
(Do not check if a smaller reporting company)
  
                                        
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o     No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: As of June 30, 2008, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $116,568,697 based on the closing price reported on NYSE Alternext US.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:
     
Class
  
Outstanding at March 16, 2009
     
Common Stock, $.0001 par value per share
  
56,025,649 shares
     
DOCUMENTS INCORPORATED BY REFERENCE
     
Document
  
Parts Into Which Incorporated
     
None.
  
-
 
 
 
Unless the context indicates otherwise, references in this Amendment No. 1 on Form 10-K/A to the “Company,” the “registrant,” “we,” “our” and “us” mean Rexahn Pharmaceuticals, Inc..
 
EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-K/A amends the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “10-K”), filed with the Securities and Exchange Commission on March 16, 2009. This Amendment is being filed solely to refile the consent of our independent registered public accounting firm, Parente Randolph, LLC, which is filed herewith as Exhibit 23.1, and the consent of our former independent registered public accounting firm, Lazar Levine & Felix LLP, which is filed herewith as Exhibit 23.2, to provide for their incorporation by reference in our Registration Statement on Forms S-8 and S-3, as therein provided.
 
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
 
This Amendment No. 1 does not reflect events occurring after the original filing date of the 10-K or otherwise modify or update the disclosures set forth in the 10-K, including the financial statements and notes to financial statements set forth in the 10-K.
 
PART IV
 
Item 15. Exhibits and Financial Statement Schedules.
 
Exhibits.   The exhibits that are filed with this Amendment No. 1 are set forth in the Index to Exhibits.
 
 
 
  
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 thereunto duly authorized.
 
         
 
REXAHN PHARMACEUTICALS, INC.
  
     
Date: March 24, 2009 
By:   
/s/ Tae Heum Jeong  
  
   
Tae Heum Jeong 
  
   
Chief Financial Officer
  
 
 
 
In accordance with the requirement of the Securities Exchange Act of 1934, this 10-K/A has been signed on the 24th day of March, 2009 by the following persons on behalf of the issuer and in the capacities indicated:

Name
Title
/s/ Chang H. Ahn*    
Chang H. Ahn
Chairman and Chief Executive Officer
/s/ Tae Heum Jeong*    
Tae Heum Jeong
Chief Financial Officer, Secretary and Director
/s/ Freddie Ann Hoffman*    
Freddie Ann Hoffman
Director
/s/ David McIntosh*    
David McIntosh
Director
/s/ Charles Beever*    
Charles Beever
Director
/s/ Kwang Soo Cheong*    
Kwang Soo Cheong
Director
/s/ Y. Michele Kang*    
Y. Michele Kang
Director

* By: /s/ Tae Heum Jeong, Attorney-in Fact
Tae Heum Jeong, Attorney-in-Fact**

** By authority of the power of attorney filed as Exhibit 24 hereto.
 
 
 
 
INDEX TO EXHIBITS
 
to Amendment No. 1 to the Annual Report on Form 10-K/A for the Year Ended December 31, 2008
 
     
Exhibit
    
Number
  
Description of Exhibit
 
 
 
 
Consent of Parente Randolph, LLC
 
Consent of Lazar, Levine & Felix LLP
24
  
Power of Attorney filed as Exhibit 24 to the Company’s Annual Report on Form 10-K filed on March 16, 2009 is hereby incorporated by reference.
 
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.
 
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.