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Entry into a Material Definitive

On November 6, 2015, Rexahn Pharmaceuticals, Inc., a Delaware corporation (Rexahn), anda singleinstitutional investor entered into a securities purchase agreement (the Securities Purchase Agreement), pursuant to which Rexahn agreed to sell 16,666,667 shares of its common stock and warrants exercisable for up to 12,500,000 shares of its common stock in a registered direct offering (the Offering) for gross proceeds ofapproximately $7.0 million. The shares and warrants are being sold in units, consisting of one share of common stock and a warrant to purchase 0.75 of a share of common stock, at an offering price of $0.42 per unit. Subject to certain ownership limitations, the warrants will be exercisable beginning six months following issuance and will expire five years from the initial exercise date.The warrants have an exercise price of $0.53 per share. The number of shares issuable upon exercise of the warrants and the exercise price of the warrants are adjustable in the event of stock splits, stock dividends, combinations of shares and similar recapitalization transactions.The Securities Purchase Agreement provides the investor a 12 month right of participation for an amount up to 30% of any subsequent financing of common stock or debt securities (or a combination thereof), on the same terms and conditions of such transaction. The Offering is expected to close on or about November 11, 2015, subject to the satisfaction of customary closing conditions.

Rexahn also entered into an engagement letter (the Engagement Letter) with Rodman & Renshaw, a unit of H.C. Wainwright& Co., LLC (Wainwright), pursuant to which Wainwright agreed to serve as exclusive placement agent for the Offering.Rexahn has agreed to...