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 30, 2018

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)
(I.R.S. 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

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:

☐
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))
 
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.   ☐
 
Section 5 – Corporate Governance and Management

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 30, 2018, Rexahn Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment of the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 75,000,000 (the “Amendment”). The Company’s shareholders approved the Amendment at a Special Meeting of Shareholders held on August 30, 2018 (the “Special Meeting”), as described under Item 5.07 below.
 
Item 5.07
Submission of Matters to a Vote of Security Holders

On August 30, 2018, the Company held the Special Meeting and the Company’s shareholders approved the Amendment. Set forth below are the shareholder votes on the proposal to approve the Amendment, as certified by the inspector of elections for the Special Meeting. On the record date for the Special Meeting, there were 31,751,939 shares of Company common stock issued, outstanding and entitled to vote. The proposal is described in further detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on July 23, 2018, as supplemented.

For
 
Against
 
Abstain
18,657,754
 
6,366,667
 
1,538,204

There were no broker non-votes for the proposal.

Section 9 - Financial Statements and Exhibits

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
     
 
Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rexahn Pharmaceuticals, Inc.
 
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 30, 2018
/s/ Douglas J. Swirsky
 
Douglas J. Swirsky
 
President and Chief Financial Officer
 
 
Exhibit 3.1
 
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
REXAHN PHARMACEUTICALS, INC.
 
Rexahn Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
 
1.               The name of the Corporation is Rexahn Pharmaceuticals, Inc.
 
2.               Article 4 of the Amended and Restated Certificate of Incorporation of the Corporation, as amended to date, is hereby amended by replacing the first paragraph thereof with the following:
 
“The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 85,000,000 shares of the par value of $.0001 each, of which 10,000,000 are to be of a class designated Preferred Stock (the “Preferred Stock”) and 75,000,000 shares of the par value of $.0001 each are to be of a class designated Common Stock (the “Common Stock”).
 
3.               This Certificate of Amendment has been duly adopted by the Board of Directors and stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
 
4.               This Certificate of Amendment of the Amended and Restated Certificate of Incorporation shall be effective upon its filing with the Secretary of State of the State of Delaware.
 
[ Signature page follows ]
 
IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this Certificate of Amendment on this 30 th day of August, 2018.

 
 
REXAHN PHARMACEUTICALS, INC.
     
 
By:
/s/ Peter Suzdak
 
Name:
 Peter Suzdak
 
Title:
 Chief Executive Officer