-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJ/vYSAoNINLdPwq7rrPweXD12VtKxBvJABFR51Av1WcA4Akq99T58ijPmvw1kXl UuCbOabY4KgMXWUBVACLrw== 0000893838-05-000127.txt : 20050517 0000893838-05-000127.hdr.sgml : 20050517 20050517213205 ACCESSION NUMBER: 0000893838-05-000127 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050513 FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050517 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ahn Chang Ho CENTRAL INDEX KEY: 0001316420 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50590 FILM NUMBER: 05840137 BUSINESS ADDRESS: BUSINESS PHONE: (240) 268-5300 MAIL ADDRESS: STREET 1: 9620 MEDICAL CENTER DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: REXAHN PHARMACEUTICALS, INC. CENTRAL INDEX KEY: 0001228627 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113516358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 9620 MEDICAL CENTER DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 2402685300 MAIL ADDRESS: STREET 1: 9620 MEDICAL CENTER DRIVE CITY: ROCKVILLE STATE: MD ZIP: 20850 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE ROAD SHOW DOT COM INC DATE OF NAME CHANGE: 20030423 3 1 rexahnfrm3051605_ex.xml X0202 3 2005-05-13 0 0001228627 REXAHN PHARMACEUTICALS, INC. RXHN 0001316420 Ahn Chang Ho 9620 MEDICAL CENTER DRIVE ROCKVILLE MD 20850 1 1 1 0 Chief Executive Officer Common Stock 13500000 D Common Stock 500000 I Held by wife, Inok Ahn Stock Option: (right to buy) 0.24 2015-01-20 Common Stock 1000000 D Stock Option: (right to buy) 0.24 2015-01-20 Common Stock 500000 I Held by wife, Inok Ahn These shares were acquired pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among the Issuer, Rexahn, Corp and the wholly-owned subsidiaries of the Issuer, whereby each share of Rexahn, Corp's common stock was converted into the right to receive five shares of the Issuer's common stock. These options were acquired pursuant to the Merger Agreement, whereby each outstanding option of Rexahn, Corp was converted into five options to purchase shares of Issuer common stock. Such new option is otherwise subject to the same terms of the original option, except that the exercise price per share of Issuer common stock under the Issuer option is equal to the exercise price per share of Rexahn, Corp common stock under the original option, divided by five (rounded up to the nearest hundredth of a cent; provided, however, that in no event is the exercise price per share of any Issuer common stock less than $.0001). The options vest and become exercisable as to 30% of the options on January 20, 2006; another 30% of the options on January 20, 2007; and the remaining 40% of the options on January 20, 2008. Ted T.H. Jeong is signing on behalf of Chang H. Ahn pursuant to a power of attorney filed as an Exhibit hereto. /s/ Ted T.H. Jeong as attorney-in-fact for Chang H. Ahn 2005-05-17 EX-24 2 poacahn.txt POWER OF ATTORNEY The undersigned, as a Section 16 and Section 13(d) reporting person of Rexahn Pharmaceuticals, Inc. (the "Company"), hereby constitutes and appoints each of Ted T.H. Jeong, Chang H. Ahn and Inok Ahn the undersigned's true and lawful attorneys-in-fact to: 1. Complete and execute forms and schedules and all amendments thereto as such attorneys-in-fact shall in their discretion determine to be required or advisable pursuant to Sections 16 and 13(d) of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and 2. Do all acts necessary in order to file such forms and schedules with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorneys-in-fact shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agent shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Sections 16 and 13(d) of the Securities Exchange Act of 1934 (as amended). This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file forms and schedules with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of May, 2005. Signature Date --------- ---- /s/ Chang H. Ahn May 16, 2005 - ------------------------------ Name: Chang H. Ahn -----END PRIVACY-ENHANCED MESSAGE-----