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(Mark One)
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☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF
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THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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11-3516358
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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15245 Shady Grove Road, Suite 455
Rockville, MD
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20850
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value per share
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REXN
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Nasdaq Capital Market
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Large Accelerated Filer
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☐ |
Accelerated Filer
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☐ |
Non-Accelerated Filer
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☑ |
Smaller reporting company
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☑ |
Emerging growth company
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☐ |
Page
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PART III
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1
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Item 10
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1
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Item 11
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5
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Item 12
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9
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Item 13
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11
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Item 14
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11
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PART IV
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Item 15
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12
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17
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Name
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Age
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Position
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Peter Brandt
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63
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Chairman of the Board of Directors
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Douglas J. Swirsky
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50
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President and Chief Executive Officer and Director
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Charles Beever
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67
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Director
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Kwang Soo Cheong
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59
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Director
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Richard J. Rodgers
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53
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Director
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Ben Gil Price
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64
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Director
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Lara Sullivan
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47
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Director
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● |
appoints or replaces and oversees our independent auditors and approves all audit engagement fees and terms;
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● |
preapproves all audit (including audit-related) services, internal control-related services and permitted non-audit services (including fees and terms thereof) to be performed for us by our independent auditors;
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reviews and discusses with our management and independent auditors significant issues regarding accounting and auditing principles and practices and financial statement presentations;
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reviews and approves our procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns
regarding accounting or auditing matters; and
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reviews and oversees our compliance with legal and regulatory requirements.
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Name and Principal
Position(s)
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Year
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Salary
($)
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Bonus
($)
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Option
Awards
($)(1)(2)
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Non-
Equity
Incentive
Plan
($)
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All Other
Compensation
($)
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Total
($)
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Douglas J. Swirsky
President and Chief Executive Officer
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2019
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425,000
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-
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-
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212,500
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13,177
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650,677
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2018
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359,952
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-
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703,977
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106,250
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14,175
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1,184,354
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Ely Benaim (3)
Former Chief Medical Officer
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2019
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110,000
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88,000
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41,254
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-
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5,775
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245,029
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2018
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440,000
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-
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294,861
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100,000
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16,500
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851,361
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Lisa Nolan (3)
Former Chief Business Officer
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2019
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262,500
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-
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53,630
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-
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59,556
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375,686
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2018
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335,000
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-
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62,999
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80,000
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16,407
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494,406 |
(1) |
Reflects grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. A discussion of assumptions used in calculating grant date fair value of our
equity awards can be found in Note 11 to the Financial Statements included in this Annual Report.
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(2) |
The actual value realized by each officer with respect to option awards will depend on the difference between the market value of our common stock on the date the option is exercised and the exercise price.
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(3) |
Dr. Benaim resigned from the Company in March 2019, and Dr. Nolan resigned from the Company in September 2019. For Dr. Nolan, All Other Compensation for 2019 includes $45,000 in payments for post-resignation consulting services.
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a material diminution in his duties or authority inconsistent with his position;
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a reduction of his salary or target bonus percentage;
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a relocation requiring him to be based at any office that is more than 35 miles from our office at the time of the signing of the agreement; or
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any material breach by the Company of the terms and provisions of the agreement or any other material agreement between Mr. Swirsky and the Company.
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Number of Securities Underlying Unexercised
Options (#)
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Name
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Exercisable
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Unexercisable
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Option Exercise
Price ($)
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Option Expiration
Date
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Douglas J. Swirsky
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9,982
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(1)
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10,851
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(1)
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25.20
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1/2/2028
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11,284
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(2)
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30,382
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(2)
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13.08
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11/14/2028
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Ely Benaim
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-
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-
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-
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-
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Lisa Nolan
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-
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-
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-
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-
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(1) |
Represents option award granted under the 2013 Plan on January 2, 2018, which vested 25% on January 2, 2019, and 1/48th of which vested or will vest on the first business day of each month beginning in February 2019 and ending in January
2022.
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(2) |
Represents option award granted under the 2013 Plan on November 14, 2018, which vested 25% on November 14, 2019, and 1/48th of which vested or will vest on the first business day of each month beginning in December 2019 and ending in
November 2022.
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Position
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Compensation*
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Director
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$40,000 per annum, plus an additional $25,000 for the Chairman of the Board
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Audit Committee (Chair)
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$15,000 per annum
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Audit Committee (Member)
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$7,500 per annum
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Compensation Committee (Chair)
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$10,000 per annum
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Compensation Committee (Member)
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$5,000 per annum
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Nominating and Corporate Governance Committee (Chair)
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$7,500 per annum
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Nominating and Corporate Governance Committee (Member)
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$3,750 per annum
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Business Development Committee (Chair)
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$10,000 per annum
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Business Development Committee (Member)
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$5,000 per annum
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*
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Paid semi-annually.
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Name
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Fees Earned Or
Paid In Cash ($)
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Option
Awards ($)(1)
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Total ($)
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Peter Brandt
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82,500
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11,851
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94,351
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Charles Beever
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58,090
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11,851
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69,941
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Kwang Soo Cheong
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51,250
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11,851
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63,101
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Richard J. Rodgers
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60,000
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11,851
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71,851
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Ben Gil Price
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49,803
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11,851
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61,654
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Lara Sullivan(2)
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45,287
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41,651
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86,938
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(1) |
Grant date fair value computed in accordance with FASB ASC Topic 718. The actual value realized with respect to option awards will depend on the difference between the market value of our common stock on the date the option is exercised
and the exercise price. As of December 31, 2019, Mr. Beever, Dr. Cheong and Mr. Brandt each had 11,887 option awards outstanding; Mr. Rodgers had 10,639 option awards outstanding; Dr. Price had 12,943 option awards outstanding; and Dr.
Sullivan had 10,617 option awards outstanding.
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(2) |
Dr. Sullivan joined the Board of Directors in February 2019.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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Plan category
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Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
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Weighted-average exercise
price of outstanding
options, warrants
Rights
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Number of securities remaining
available for future issuance under
equity compensation plan
(excluding securities reflected in
column (a))
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders*
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204,574
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$
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35.60
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93,882
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Equity compensation plans not approved by security holders
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-
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-
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-
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Total
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204,574
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$
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35.60
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93,882
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each director and nominee;
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each named executive officer identified in the Summary Compensation Table; and
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all current directors and executive officers as a group.
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Shares of Rexahn Pharmaceuticals
Common Stock
Beneficially Owned
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Name of Beneficial Owner
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Number of Shares
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Percentage
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Directors and Named Executive Officers:
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Douglas J. Swirsky
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31,942
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(1)
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*
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Lisa Nolan
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1,936
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*
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Ely Benaim
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395
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*
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Peter Brandt
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9,600
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(2)
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*
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Charles Beever
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9,266
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(3)
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*
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Kwang Soo Cheong
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8,375
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(4)
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*
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Richard J. Rodgers
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7,102
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(5)
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*
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Ben Gil Price
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4,385
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(6)
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*
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Lara Sullivan
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2,360
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(7)
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*
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All current executive officers and directors as a group (7 persons)
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73,050
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(8)
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1.8
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%
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Represents less than 1% of the issued and outstanding shares of our common stock as of March 31, 2020.
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(1) |
Includes Mr. Swirsky’s options to purchase 27,776 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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(2) |
Includes Mr. Brandt’s options to purchase 8,350 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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(3) |
Includes Mr. Beever’s options to purchase 8,350 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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(4) |
Includes Dr. Cheong’s options to purchase 8,350 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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(5) |
Includes Mr. Rodgers’ options to purchase 7,102 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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(6) |
Includes Dr. Price’s options to purchase 3,135 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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(7) |
Includes Dr. Sullivan’s options to purchase 2,360 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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(8) |
Includes options to purchase 65,423 shares of common stock that are currently exercisable or exercisable within 60 days of March 31, 2020.
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2019
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2018
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Audit Fees1
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$
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236,611
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$
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212,541
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Audit-Related Fees
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-
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-
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Tax Fees
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-
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-
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All Other Fees
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-
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-
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(a) |
The following documents are filed as a part of this Annual Report:
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(1)
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The following documents are filed as a part of this Annual Report:
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Report of Baker Tilly Virchow Krause, LLP
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F-1
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Balance Sheet as of December 31, 2019 and December 31, 2018
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F-2
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Statement of Operations for the year ended December 31, 2019 and 2018
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F-3
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Statement of Comprehensive Loss for the year ended December 31, 2019 and 2018
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F-4
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Statement of Stockholders’ Equity for the year ended December 31, 2019 and 2018
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F-5
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Statement of Cash Flows for the year ended December 31, 2019 and 2018
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F-6
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Notes to the Financial Statements
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F-7
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(2)
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All financial statement schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the financial statements or the
Notes thereto.
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(3)
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See the accompanying Index to Exhibits filed as a part of this Annual Report, which list is incorporated by reference in this Item.
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(b) |
See the accompanying Index to Exhibits filed as a part of this Annual Report.
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(c) |
Other schedules are not applicable.
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3.1
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3.2
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3.3
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3.4
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3.5
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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*4.9
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**10.1
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**10.2
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**10.3
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**10.4
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**10.5
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**10.6
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**10.7
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**10.8
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**10.9
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10.10
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10.11
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10.12
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10.13
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10.14
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10.15
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10.16
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10.17
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10.18
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10.19
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10.20
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10.21
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10.22
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***10.23
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***10.24
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10.25
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*23.1
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*24.1
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*31.1
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31.2
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*32.1
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*101
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The following materials from Rexahn Pharmaceuticals, Inc.’s Annual Report on Form 10-K, formatted in Extensible Business Reporting Language (“XBRL”): (i) Balance Sheet; (ii) Statement of Operations; (iii)
Statement of Comprehensive Loss; (iv) Statement of Stockholders’ Equity; (v) Statement of Cash Flows; and (vi) Notes to the Financial Statements.
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* |
Previously filed or furnished, as applicable, with the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission on February 21, 2020.
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**
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Indicates management contract or compensatory plan or arrangement.
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***
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Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K.
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REXAHN PHARMACEUTICALS, INC.
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By:
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/s/ Douglas J. Swirsky
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Douglas J. Swirsky
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Chief Executive Officer and President
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