Item 1.01. Entry into a Material Definitive Agreement.
On
Immediately after the Merger, there were approximately 7,091,878 shares of the
Company's common stock, par value
Contingent Value Rights Agreement
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Reverse Stock Split
On
Unless otherwise noted, all references to share and per share amounts in this Current Report on Form 8-K reflect the Reverse Stock Split.
Prior to the merger all of Ocuphire's outstanding convertible notes were
converted into Ocuphire common stock. Immediately prior to, and in connection
with, the completion of the Merger, each share of Ocuphire common stock was
converted into the right to receive shares of common stock of the Company equal
to the Exchange Ratio (as defined below). Under the terms of the Merger
Agreement, at the effective time of the Merger, the Company issued shares of its
common stock to Ocuphire stockholders, based on a common stock exchange ratio of
1.0565 shares of Common Stock for each share of Ocuphire common stock (the
"Exchange Ratio") outstanding immediately prior to the Merger. The Exchange
Ratio was determined through arm's-length negotiations between the Company and
Ocuphire. The Company also assumed all of the stock options to purchase
Ocuphire common stock outstanding immediately prior to the Merger, with such
stock options now representing the right to purchase a number of shares of
Common Stock underlying such options. The exercise prices of such options were
also appropriately adjusted to reflect the Exchange Ratio and the Reverse Stock
Split. The assumed options will be governed by the terms of the
Immediately prior to, and in connection with, the completion of the Merger, each
outstanding and unexercised option to purchase Common Stock granted pursuant to
the
Item 3.03. Material Modification to Rights of Security Holders.
As previously disclosed in the Company's Current Report on Form 8-K filed with
the
On
As a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock immediately prior to the Reverse Stock Split was reduced to a smaller number of shares, such that every four (4) shares of Common Stock held by a stockholder immediately prior to the Reverse Stock Split were combined and reclassified into one (1) share of Common Stock.
No fractional shares were issued in connection with the Reverse Stock Split.
Any fractional shares resulting from the Reverse Stock Split were rounded down
to the nearest whole number, and each stockholder who would otherwise be
entitled to a fraction of a share of common stock upon the Reverse Stock Split
(after aggregating all fractions of a share to which such stockholder would
otherwise be entitled) is, in lieu thereof, entitled to receive a cash payment
in an amount determined by multiplying the fraction to which the holder would
otherwise be entitled by the closing price of the Common Stock on the Nasdaq
Capital Market on
In accordance with the Stock Split Amendment, no corresponding adjustment was made with respect to the Company's authorized common stock. The Reverse Stock Split has no effect on the par value of the Common Stock or authorized shares of Common Stock. Immediately after the Reverse Stock Split, each stockholder's . . .
Item 4.01. Change in Registrant's Certifying Accountant.
For accounting purposes, the Merger is treated as a reverse acquisition and, as
such, the historical financial statements of the accounting acquirer, Ocuphire,
which have been audited by
The Company expects the
The reports of Baker Tilly on the Company's financial statements for each of the
two fiscal years ended
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended
The Company delivered a copy of this Current Report on Form 8-K to Baker Tilly
on
Item 5.01. Changes in Control of Registrant.
The information set forth in Item 2.01 of this Current Report on Form 8-K regarding the Merger and the information set forth in Item 5.02 of this Current Report on Form 8-K regarding the Board and executive officers following the Merger are incorporated by reference into this Item 5.01.
Pursuant to the Merger Agreement, all of the directors of the Company prior to
the Merger other than Mr.
Effective as of the effective time of the Merger, the Board appointed
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Directors
In accordance with the Merger Agreement, on
Biographical information for the newly appointed directors and disclosure regarding related party transactions involving Ocuphire and the newly appointed directors are included in the Proxy Statement and incorporated herein by reference.
Director Compensation
In connection with the Merger, the Board approved a new director compensation policy (the "Compensation Policy") for its non-employee directors. Other than reimbursement for reasonable expenses incurred in connection with attending Board and committee meetings, the Compensation Policy provides for the following cash compensation:
• each non-employee director is entitled to receive an annual fee from us of
• the chair of the Board will receive an additional annual fee of
• the chair of our audit committee will receive an annual fee from us of
• the chair of our compensation committee will receive an annual fee from us of
• the chair of our nominating and corporate governance committee will receive an
annual fee from the Company of
• each non-chairperson member of the audit committee, the compensation committee
and the nominating and corporate governance committee will receive annual fees
from us of
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
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The changes effected by the A&R Bylaws include, without limitation, the following:
• updating the advance notice provisions for director nominations and stockholder
proposals at stockholder meetings;
• clarifying the procedures for filling Board vacancies;
• eliminating the ability of the Company's stockholders to act by written
consent; and
• adding a provision describing the role of the lead independent director.
The foregoing description of the Bylaws is subject to and qualified in its entirety by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.3, and incorporated herein by reference.
Item 5.05 Amendments to Registrant's Code of Ethics, or Waiver of a Provision of
the Code of Ethics.
On
The foregoing description of the Code of Conduct is subject to and qualified in its entirety by reference to the Code of Conduct, a copy of which is attached hereto as Exhibit 14.1, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information set forth in this Item 7.01 and in the investor presentation attached hereto as Exhibit 99.2, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information set forth in this Item 7.01, including Exhibit 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the Company specifically incorporates it by reference.
Item 8.01 Other Events. Pre-Merger Financing
On
At the closing of the Pre-Merger Financing, (i) Ocuphire issued to the Investors shares of Ocuphire common stock (the "Initial Shares" and, as converted pursuant to the Exchange Ratio in the Merger into the right to receive approximately 1,249,996 shares of common stock, the "Converted Initial Shares") and (ii) Ocuphire deposited into an escrow account three times the number of Initial Shares of Ocuphire common stock (the "Additional Shares", and, as converted pursuant to the Exchange Ratio in the Merger into the right to receive approximately 3,749,992 shares of Common Stock, the "Converted Additional Shares") for the benefit of the Investors if 85% of the average of the five lowest volume-weighted average trading prices of a share of Common Stock as quoted on the Nasdaq Capital Market during the first ten trading days (or such shorter period elected by an Investor) immediately following the closing date of the Pre-Merger Financing is lower than the effective price per share paid by the Investors for the Converted Initial Shares.
In addition, under the Securities Purchase Agreement, the Company has agreed to issue on the tenth trading day following the consummation of the Merger (i) Series A Warrants to purchase Common Stock (the "Series A Warrants") and (ii) Series B Warrants to purchase Common Stock (the "Series B Warrants" and, together with the Series A Warrants, the "Investor Warrants").
For a description of the terms and conditions of the Pre-Merger Financing, including the Investor Warrants, please refer to "Agreements Related to the Merger-Pre-Merger Financing" in the Proxy Statement, which description is incorporated herein by reference. The description of the Investor Warrants is subject to and qualified in its entirety by reference to the form of Investor Warrants, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Reference is made to the Proxy Statement, which included the audited financial
statements of Ocuphire as of and for the years ended
The unaudited interim financial statements of Ocuphire, including Ocuphire's
unaudited condensed consolidated balance sheet as of
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company,
including the unaudited pro forma condensed combined balance sheet as of
(d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as ofJune 17, 2020 , by and among Rexahn, Merger Sub and Ocuphire (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K filed with theSEC onJune 19, 2020 ). 2.2 First Amendment to Agreement and Plan of Merger and Reorganization, dated as ofJune 29, 2020 , by and among Rexahn, Merger Sub and Ocuphire (incorporated by reference from Exhibit 2.1 to the Company's Current Report on Form 8-K, as filed with theSEC onJuly 1, 2020 ). 3.1 Certificate of Amendment (Reverse Stock Split) to the Certificate of Incorporation of the Company. 3.2 Certificate of Amendment (Name Change) to the Certificate of Incorporation of the Company. 3.3 Second Amended and Restated Bylaws of the Company. 4.1 Form of Series A/B Warrants (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, as filed with theSEC onJuly 1, 2020 ). 10.1* Amended and Restated Securities Purchase Agreement, dated as ofJune 29, 2020 , by and among the Company, Ocuphire and the investors party thereto (incorporated by reference from Exhibit 4.1 to the Company's Current Report on Form 8-K, as filed with theSEC onJuly 1, 2020 ). 10.2 Form of Financing Lock-Up Agreement, by and among Rexahn, Ocuphire, and the investors party thereto (incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K, as filed with theSEC onJuly 1, 2020 ).
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10.3 Form of Leak-Out Agreement, by and between Rexahn and the investors party thereto (incorporated by reference from Exhibit 10.3 to the Company's Current Report on Form 8-K, as filed with theSEC onJuly 1, 2020 ). 10.4* Contingent Value Rights Agreement, dated as ofNovember 5, 2020 , by and among the Company,Shareholder Representative Services LLC and theOlde Monmouth Stock Transfer Co., Inc. 10.5+Ocuphire Pharma, Inc. 2020 Omnibus Equity Incentive Plan (incorporated by reference from Annex D to the Company's proxy statement/prospectus/information statement filed with theSEC onSeptember 30, 2020 ). 10.6+ Amended and Restated Employment Agreement by and between OcuphirePharma, Inc. andMina Sooch , to be effective as of the Closing (incorporated by reference from Exhibit 10.27 to the Company's proxy statement/prospectus/information statement filed with theSEC onSeptember 30, 2020 ). 10.7+ Amended and Restated Employment Agreement by and between OcuphirePharma, Inc. andBernhard Hoffmann , to be effective as of the Closing (incorporated by reference from Exhibit 10.29 to the Company's proxy statement/prospectus/information statement filed with theSEC onSeptember 30, 2020 ). 10.8+ Form of Indemnity Agreement between the Company and each of its directors and executive officers. 10.9+ Non-Employee Director Compensation Policy of the Company. 14.1 Code of Business Conduct and Ethics of the Company. 16.1 Letter from Baker Tilly. 99.1 Press Release datedNovember 5, 2020 . 99.2 Ocuphire Corporate Presentation.
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished
to the
+ Management contract or compensatory plans or arrangements.
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