Business Context and Reporting Period
This Form 8-K was filed by Rexahn Pharmaceuticals, Inc. (not Opus Genetics, Inc.) on September 11, 2020, reporting events that occurred on September 10, 2020. The company is incorporated in Delaware and trades on the Nasdaq Capital Market under the symbol REXN.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It reports a specific capital transaction:
- Shares Issued: An aggregate of 56,179 shares of Common Stock were issued.
- Breakdown by Holder: 16,324 shares to Empery Asset Master, Ltd.; 9,081 shares to Empery Tax Efficient, LP; and 30,774 shares to Empery Tax Efficient II, LP.
- Consideration: Shares were issued in exchange for the surrender and cancellation of previously held warrants (2015, 2017, and 2019 Warrants).
Material Changes
The material change reported is the entry into Warrant Exchange Agreements with the Empery Entities. This transaction resulted in the conversion of outstanding warrants into common stock, reducing the number of outstanding warrants and increasing the number of issued and outstanding shares of common stock.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. The transaction was executed in reliance on Section 3(a)(9) of the Securities Act of 1933 as an unregistered sale of equity securities. No specific risks or contingencies were disclosed in this report beyond the standard legal qualifications regarding the exchange agreements.
Investor Verification Checklist
- Verify the total number of outstanding shares post-transaction to assess dilution impact.
- Confirm the strike prices and expiration dates of the surrendered warrants to understand the value exchanged.
- Review the full text of Exhibits 10.1, 10.2, and 10.3 for specific terms of the Warrant Exchange Agreements.
- Check subsequent filings for any impact on the company's capitalization table or cash position.