UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): August 29, 2019
 
Rexahn Pharmaceuticals, Inc.
 
(Exact name of registrant as specified in its charter)

Delaware
001-34079
11-3516358
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

15245 Shady Grove Road, Suite 455
Rockville, MD
 
20850
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (240) 268-5300

N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $.0001 par value
REXN
Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company         ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 29, 2019, Lisa Nolan, Ph.D., Chief Business Officer of Rexahn Pharmaceuticals, Inc. (the “Company”), informed the Company that she was resigning her employment effective September 30, 2019 in order to return to Ireland to pursue career opportunities there.
 
On August 29, 2019, the Company and Dr. Nolan entered into a consulting agreement to be effective October 1, 2019 (the “Consulting Agreement”) in order for Dr. Nolan to provide services to the Company after her resignation in areas consistent with her prior role as Chief Business Officer.  The Consulting Agreement has a five-month term through February 29, 2020, subject to earlier termination by Rexahn on or after December 31, 2019, and provides that Dr. Nolan will receive $15,000 per month. Dr. Nolan has agreed pursuant to the Consulting Agreement to provide at least 50 hours of service per month.


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 hereunto duly authorized.

 
REXAHN PHARMACEUTICALS, INC.
   
Date: August 29, 2019
 /s/ Douglas J. Swirsky
 
Douglas J. Swirsky
 
President and Chief Executive Officer



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