Delaware
|
11-3516358
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
9620
Medical Center Drive
Rockville,
Maryland 20850
|
||
(Address
of principal executive offices, including zip code)
|
||
Telephone:
(240) 268-5300
|
||
(Registrant’s
telephone number, including area code)
|
Large
Accelerated Filer o
|
Accelerated
Filer þ
|
Non-Accelerated
Filer o (Do
not check if a smaller reporting company)
|
Smaller
reporting company o
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Page
|
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PART
I
|
FINANCIAL
INFORMATION
|
||
Item
1
|
Financial
Statements
|
||
1)
|
3
|
||
2)
|
4
|
||
3)
|
5
|
||
4)
|
6
|
||
Item
2
|
21
|
||
Item
3
|
30
|
||
Item
4
|
30
|
||
PART
II
|
OTHER
INFORMATION
|
||
Item
1
|
32
|
||
Item
1A
|
32
|
||
Item
2
|
32
|
||
Item
3
|
32
|
||
Item
4
|
32
|
||
Item
5
|
32
|
||
Item
6
|
32
|
||
33
|
March
31,
2009
|
December
31,
2008
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
Current
Assets:
|
||||||||
Cash
and cash equivalents
|
$ | 1,859,980 | $ | 369,130 | ||||
Marketable
securities (note 3)
|
994,870 | 2,999,750 | ||||||
Prepaid
expenses and other (note 4)
|
182,579 | 366,765 | ||||||
Total
Current Assets
|
3,037,429 | 3,735,645 | ||||||
Equipment, Net (note
5)
|
85,508 | 92,212 | ||||||
Intangible Assets, Net
(note 6)
|
281,680 | 286,132 | ||||||
Total
Assets
|
$ | 3,404,617 | $ | 4,113,989 | ||||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||||||
Current
Liabilities:
|
||||||||
Accounts
payable and accrued expenses (note 7)
|
$ | 474,388 | $ | 358,894 | ||||
Deferred Revenue (note
8)
|
1,031,250 | 1,050,000 | ||||||
Total
Liabilities
|
1,505,638 | 1,408,894 | ||||||
Commitment and Contingencies
(note 12)
|
||||||||
Stockholders' Equity
(note 9):
|
||||||||
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
issued
|
5,604 | 5,604 | ||||||
Additional
paid-in capital
|
33,319,770 | 33,184,860 | ||||||
Accumulated
deficit during the development stage
|
(31,391,281 | ) | (29,906,479 | ) | ||||
Treasury
stock, 14,205 shares, at cost
|
(28,410 | ) | (28,410 | ) | ||||
Accumulated
other comprehensive (loss)
|
(6,704 | ) | (550,480 | ) | ||||
Total
Stockholders' Equity
|
1,898,979 | 2,705,095 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 3,404,617 | $ | 4,113,989 |
Cumulative
|
||||||||||||
From
March 19,
|
||||||||||||
Three
Months
|
2001
|
|||||||||||
Ended
March 31,
|
(Inception)
to
|
|||||||||||
2009
|
2008
|
March
31, 2009
|
||||||||||
Revenues:
|
||||||||||||
Research
|
$ | 18,750 | $ | 18,750 | $ | 468,750 | ||||||
Expenses:
|
||||||||||||
General
and administrative
|
723,107 | 565,980 | 15,587,546 | |||||||||
Research
and development
|
721,926 | 779,966 | 13,953,770 | |||||||||
Patent
fees
|
54,137 | 43,665 | 975,970 | |||||||||
Depreciation
and amortization
|
11,991 | 17,645 | 515,195 | |||||||||
Total
Expenses
|
1,511,161 | 1,407,256 | 31,032,481 | |||||||||
Loss
from Operations
|
(1,492,411 | ) | (1,388,506 | ) | (30,563,731 | ) | ||||||
Other
(Income) Expense
|
||||||||||||
Realized
loss on marketable securities
|
- | 22,365 | 20,366 | |||||||||
Interest
income
|
(7,609 | ) | (107,441 | ) | (1,118,963 | ) | ||||||
Interest
expense
|
- | - | 301,147 | |||||||||
Beneficial
conversion feature
|
- | - | 1,625,000 | |||||||||
Total
Other (Income) Expense
|
(7,609 | ) | (85,076 | ) | 827,550 | |||||||
Net
Loss Before Provision for Income Taxes
|
(1,484,802 | ) | (1,303,430 | ) | (31,391,281 | ) | ||||||
Provision
for Income Taxes
|
- | - | - | |||||||||
Net
Loss
|
$ | (1,484,802 | ) | $ | (1,303,430 | ) | $ | (31,391,281 | ) | |||
Loss
per share, basic and diluted
|
$ | (0.03 | ) | $ | (0.02 | ) | ||||||
Weighted
average number of shares outstanding, basic and diluted
|
56,025,649 | 55,342,242 |
Cumulative
From March 19,
|
||||||||||||
Three
Months
|
2001
|
|||||||||||
Ended
March 31,
|
(Inception)
to
|
|||||||||||
2009
|
2008
|
March
31, 2009
|
||||||||||
Cash
Flows from Operating Activities:
|
||||||||||||
Net
loss
|
$ | (1,484,802 | ) | $ | (1,303,430 | ) | $ | (31,391,281 | ) | |||
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
|
11,991 | 17,645 | 515,576 | |||||||||
Stock
option compensation expense
|
134,910 | 165,825 | 3,991,744 | |||||||||
Amortization
of deferred revenue
|
(18,750 | ) | (18,750 | ) | (468,750 | ) | ||||||
Realized
losses on marketable securities
|
- | 22,365 | 20,366 | |||||||||
Changes
in assets and liabilities:
|
||||||||||||
Prepaid
expenses and other
|
184, 186 | (52,967 | ) | (182,579 | ) | |||||||
Accounts
payable and accrued expenses
|
115,494 | (17,390 | ) | 474,388 | ||||||||
Net
Cash (Used in) Operating Activities
|
(1,056,971 | ) | (1,186,702 | ) | (25,393,659 | ) | ||||||
Cash
Flows from Investing Activities:
|
||||||||||||
Purchase
of equipment
|
(835 | ) | (25,274 | ) | (526,548 | ) | ||||||
Purchase
of marketable securities
|
(1,001,345 | ) | (5,848,176 | ) | (10,445,000 | ) | ||||||
Proceeds
from sales of marketable securities
|
3,550,001 | 4,450,583 | 9,423,060 | |||||||||
Net
Cash (Used in) Provided by Investing Activities
|
2,547,821 | (1,422,867 | ) | (1,548,488 | ) | |||||||
Cash
Flows from Financing Activities:
|
||||||||||||
Issuance
of common stock
|
- | 900,001 | 22,536,753 | |||||||||
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
|
- | 900,001 | 28,802,127 | |||||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
1,490,850 | (1,709,568 | ) | 1,859,980 | ||||||||
Cash
and Cash Equivalents - beginning of period
|
369,130 | 3,809,571 | - | |||||||||
Cash
and Cash Equivalents - end of period
|
$ | 1,859,980 | $ | 2,100,003 | $ | 1,859,980 | ||||||
Supplemental
Cash Flow Information
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | 301,147 | ||||||
Non-cash
financing and investing activities: Warrants issued
|
- | - | $ | 1,414,287 |
1.
|
Operations
and Organization
|
2.
|
Recent
Accounting Pronouncements Affecting the
Company
|
3.
|
Marketable
Securities
|
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Estimated
Fair
Value
|
|||||||||||||
March
31, 2009
|
||||||||||||||||
Market
Index Target Term Securities
|
$ | 1,001,345 | $ | - | $ | 6,475 | $ | 994,870 | ||||||||
$ | 1,001,345 | $ | - | $ | 6,475 | $ | 994,870 | |||||||||
December
31, 2008
|
||||||||||||||||
State
authority auction rate bonds
|
$ | 3,550,000 | $ | - | $ | 550,250 | $ | 2,999,750 | ||||||||
$ | 3,550,000 | $ | - | $ | 550,250 | $ | 2,999,750 |
4.
|
Prepaid
Expenses and Other
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Deposits
on contracts
|
$ | 132,906 | $ | 294,337 | ||||
Other
assets
|
49,673 | 72,428 | ||||||
$ | 182,579 | $ | 366,765 |
5.
|
Equipment,
Net
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Furniture
and fixtures
|
$ | 31,713 | $ | 31,713 | ||||
Office
equipment
|
70,276 | 70,276 | ||||||
Lab
and computer equipment
|
424,559 | 423,724 | ||||||
526,548 | 525,713 | |||||||
Less:
Accumulated depreciation
|
(441,040 | ) | (433,501 | ) | ||||
Net
carrying amount
|
$ | 85,508 | $ | 92,212 |
6.
|
Intangible
Assets, Net
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Revaax
License, original cost
|
$ | 356,216 | $ | 356,216 | ||||
Less:
Accumulated amortization
|
(74,536 | ) | (70,084 | ) | ||||
Net
carrying amount
|
$ | 281,680 | $ | 286,132 |
2009
(remainder)
|
$ | 13,358 | ||
2010
|
17,811 | |||
2011
|
17,811 | |||
2012
|
17,811 | |||
2013
|
17,811 | |||
Thereafter
|
197,078 | |||
$ | 281,680 |
7.
|
Accounts
Payable and Accrued Expenses
|
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
Trade
payables
|
$ | 233,388 | $ | 136,906 | ||||
Accrued
expenses
|
144,228 | 98,486 | ||||||
Payroll
liabilities
|
96,772 | 123,502 | ||||||
$ | 474,388 | $ | 358,894 |
8.
|
Deferred
Revenue
|
9.
|
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 agreement and plan of merger which occurred on May 13, 2005, (i)
each share of the issued and outstanding common stock of Rexahn, Corp
(“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 to reflect the par value of Corporate Road Show.
Com Inc. (“CRS”) common stock. In the acquisition merger,
289,780,000 CRS pre-reverse stock split shares were converted into
2,897,802 post-reverse stock split Rexahn Pharmaceuticals shares, and an
additional 500,000 post-reverse stock split Rexahn Pharmaceuticals shares
were issued to a former executive of CRS. For purposes of the Statement of
Stockholders' Equity, the five-for-one stock split is reflected as a
one-line adjustment. All shares and earnings per share
information has been retroactively restated in these financial
statements.
|
|
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 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 valued at $1,103,164 on
closing and were charged to additional paid in capital. Private placement
closing costs of $139,674, including 107,144 warrants issued, valued at
$91,119, 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 unit 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 $220,004 and were charged to additional
paid-in-capital.
|
|
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.
|
bb)
|
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.
|
cc)
|
There
were no common stock transactions from January 1, 2009 to March 31,
2009.
|
10.
|
Stock-Based
Compensation
|
March
31,
|
March
31,
|
Inception
(March 19, 2001) to
March
31, 2009
|
||||||||||
2009
|
2008
|
|||||||||||
Income
statement line item:
|
||||||||||||
General
and administrative
|
||||||||||||
Payroll
|
$ | 82,761 | $ | 9,200 | $ | 1,239,839 | ||||||
Consulting
and other professional fees
|
4,187 | 71,655 | 738,207 | |||||||||
Research
and development:
|
||||||||||||
Payroll
|
47,937 | 46,273 | 725,155 | |||||||||
Consulting
and other professional fees
|
25 | 38,696 | 1,288,583 | |||||||||
Total
|
$ | 134,910 | $ | 165,824 | $ | 3,991,784 |
Three
Months Ended
March
31,
|
|
2008
|
|
Black-Scholes
weighted average assumptions:
|
|
Expected
dividend yield
|
0
|
Expected
volatility
|
104%
|
Risk
free interest rate
|
1.38%-4.99%
|
Expected
term (in years)
|
0.2
- 5
years
|
2009
|
2008
|
|||||||||||||||
Shares
|
Weighted
Avg.
|
Shares
|
Weighted
Avg.
|
|||||||||||||
Subject
|
Option
|
Subject
|
Option
|
|||||||||||||
to
Options
|
Prices
|
to
Options
|
Prices
|
|||||||||||||
Outstanding
at January 1
|
7,760,795 | $ | 1.01 | 6,045,795 | $ | 0.97 | ||||||||||
Granted
|
- | - | 100,000 | 2.19 | ||||||||||||
Exercised
|
- | - | - | - | ||||||||||||
Cancelled
|
- | - | (50,000 | ) | 1.34 | |||||||||||
Outstanding
at March 31
|
7,760,795 | $ | 1.01 | 6,095,795 | $ | 0.99 |
Weighted
|
|||||||||||||
Average
|
|||||||||||||
Shares
|
Weighted
|
Remaining
|
Aggregate
|
||||||||||
Subject
|
Avg.
Option
|
Contractual
|
Intrinsic
|
||||||||||
to Options
|
Prices
|
Term
|
Value
|
||||||||||
Outstanding
at March 31, 2009
|
7,760,795 | $ | 1.01 |
6.6 years
|
$ | 375,266 | |||||||
Exercisable
at March 31, 2009
|
5,625,920 | $ | 0.94 |
6.5 years
|
$ | 375,266 |
Weighted
|
|||||||||||||
Average
|
|||||||||||||
Shares
|
Weighted
|
Remaining
|
Aggregate
|
||||||||||
Subject
|
Avg.
Option
|
Contractual
|
Intrinsic
|
||||||||||
to Options
|
Prices
|
Term
|
Value
|
||||||||||
Outstanding
at March 31, 2008
|
6,095,795 | $ | 0.99 |
6.7
years
|
$ | 9,399,997 | |||||||
Exercisable
at March 31, 2008
|
4,252,045 | $ | 0.89 |
6.5
years
|
$ | 7,003,709 |
11.
|
Income
Taxes
|
March
31,
2009
|
December
31,
2008
|
|||||||
Net
operating loss carry-forwards
|
$ | 11,928,687 | $ | 11,364,336 | ||||
Valuation
allowance
|
(11,928,687 | ) | (11,364,336 | ) | ||||
Net
deferred tax assets
|
$ | - | $ | - |
12.
|
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 March 31, 2009, the total
value of these agreements was approximately $3,766,330 and the Company had
made payments totaling $2,599,912 under the terms of the agreements as at
March 31, 2009. All of these agreements may be terminated by
either party upon appropriate notice as stipulated in the respective
agreements.
|
|
b)
|
The
Company and three of its key executives entered into employment
agreements. One of these agreements was renewed on September 12, 2007 and
results in an annual commitment of $160,000 and expires September 12,
2009. The second agreement expires on September 12, 2010 and results in an
annual commitment of $350,000. The third agreement expires on
July 13, 2009 and results in annual commitment of
$200,000.
|
|
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. Rent paid during the three month
period ended March 31, 2009 was $56,487 (2008 - $54,841). Minimum future
rental payments under this lease as of March 31, 2009 total $56,487 for
2009. We are currently in negotiations with a new party to enter into a
lease for new office space.
|
|
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.
|
|
e)
|
On
August 19, 2008, the Company entered into an agreement with KCSA Strategic
Communications (“KCSA”) for KCSA to provide investor relations services to
the Company. Under this agreement, the Company agreed to a
monthly fixed retainer amount of $7,000 commencing on August 19,
2008. In December 2008, the monthly retainer was reduced to
$4,000 per month. In accordance with the agreement, the
contract may be terminated by either party upon thirty (30) days prior
written notice to the other party.
|
|
f)
|
On
April 20, 2009, Amarex, LLC filed suit against the Company in the Circuit
Court of Montgomery County, Maryland, seeking damages for an alleged
breach of a contract between the Company and Amarex LLC entered into on
January 6, 2006. Amarex, LLC claims damages of $93,156 plus
interest.
|
13.
|
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 as of March 31, 2009
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets:
|
||||||||||||||||
Market
Index Target Term Securities
|
$ | 994,870 | - | $ | 994,870 | - | ||||||||||
Total
Assets
|
$ | 994,870 | $ | - | $ | 994,870 | $ | - |
14.
|
Subsequent
Events
|
Item 2
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
|
·
|
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.
|
|
·
|
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.
|
Item 3
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
Item
4
|
Controls and
Procedures
|
|
•
|
information
required to be disclosed by the Company in this Quarterly Report on Form
10-Q and other reports that the Company files or submits under the
Exchange Act would be accumulated and communicated to the Company’s
management, including its principal executive officer and principal
financial officer, as appropriate to allow timely decisions regarding
required disclosure;
|
|
•
|
information
required to be disclosed by the Company in this Quarterly Report on Form
10-Q and other reports that the Company files or submits under the
Exchange Act would be recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms;
and
|
|
•
|
the
Company’s disclosure controls and procedures are effective as of the end
of the period covered by this Quarterly Report on Form 10-Q to ensure that
material information relating to the Company is made known to them,
particularly during the period in which the periodic reports of the
Company, including this Quarterly Report on Form 10-Q, are being
prepared.
|
Item
1
|
Legal
Proceedings
|
Item
1A
|
Risk
Factors
|
Item
2
|
Unregistered Sales of Equity Securities and Use of
Proceeds
|
Item
3
|
Defaults Upon Senior
Securities
|
Item
4
|
Submission of Matters to a Vote of Security
Holders
|
Item
5
|
Other
Information
|
Item
6
|
Exhibits
|
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
|
32.1*
|
Section
1350 Certificate (Principal Executive Officer)
|
Filed
herewith
|
32.2*
|
Section
1350 Certificate (Principal Financial Officer)
|
Filed
herewith
|
99.1
|
Press
Release dated April 14, 2009
|
Filed
as Exhibit 99.1 to the Current Report on Form 8-K of Rexahn
Pharmaceuticals, Inc., filed on April 15,
2009
|
*
|
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)
|
|||
By:
|
/s/
Chang H. Ahn
|
||
Date:
May 11, 2009
|
Chang
H. Ahn
|
||
Chairman
and Chief Executive Officer
|
|||
By:
|
/s/
Ted T.H. Jeong
|
||
Date:
May 11, 2009
|
Ted
T.H. Jeong
|
||
Chief
Financial Officer and
Secretary
|
Exhibit No
|
Description
|
Location
|
Rule 13a-14(a)/15d-14(a)
Certification (Principal Executive Officer)
|
Filed
herewith
|
|
Rule 13a-14(a)/15d-14(a)
Certification (Principal Financial Officer)
|
Filed
herewith
|
|
Section
1350 Certificate (Principal Executive Officer)
|
Filed
herewith
|
|
Section
1350 Certificate (Principal Financial Officer)
|
Filed
herewith
|