Opus Genetics, Inc. — Annual Report 2008

Mar 24, 2009

10-K/A 1 form10ka.htm REXAHN PHARMACEUTICALS 10-K A 12-31-2008 form10ka.htm Licensed to: EDGARfilings, Ltd. Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

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
(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.

| /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 C heong* 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
23.1	Consent
of Parente Randolph, LLC
23.2	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.
31.1	Certification
of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under
the Securities Exchange Act of 1934, as amended.
31.2	Certification
of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under
the Securities Exchange Act of 1934, as
amended.