United States securities and exchange commission logo
September 10, 2020
Douglas Swirsky
President and Chief Executive Officer
Rexahn Pharmaceuticals, Inc.
15245 Shady Grove Road, Suite 455
Rockville, MD 20850
Re: Rexahn
Pharmaceuticals, Inc.
Amendment No. 1 to
Registration Statement on Form S-4
Filed August 27,
2020
File No. 333-239702
Dear Mr. Swirsky:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-4 filed August 27, 2020
Cover Page
1. We acknowledge your
revised disclosures in response to prior comment 1 and that the
Parent Cash Amount may
vary significantly from the expected amount. Please further
revise to prominently
highlight that Rexahn shareholders will not know at the time of the
vote the percentage of
shares they will hold in the combined company, that Rexahn may
not be able to satisfy
the requirement for a Parent Cash Amount of $0, and discuss the
significance. Please
also limit your cover page disclosures to one page as required by
Item 501(b) of
Regulation S-K.
Douglas Swirsky
FirstName LastNameDouglas
Rexahn Pharmaceuticals, Inc. Swirsky
Comapany 10,
September NameRexahn
2020 Pharmaceuticals, Inc.
September
Page 2 10, 2020 Page 2
FirstName LastName
Prospectus Summary
The Companies, page 12
2. We note your response to prior comment 4 states that you have
shortened the arrows for
the last two rows of the pipeline table to the end of Phase 1, but the
revised table still
reflects arrows that are in the midst of Phase 2. In addition, please
ensure that dates in the
"Anticipated Milestones" column and in the Business section correspond
to your revised
Summary narrative disclosures. Your disclosures also state that
Ocuphire expects to
launch a Phase 2 trial for APX3330 in DR in the first quarter of 2021,
and so please revise
your table to illustrate that the Phase 2 trial is only with respect
to DR and not DME or
otherwise reconcile your disclosures.
Risk Factors
Risks Related to the Merger, page 35
3. Please add a risk factor discussing to the extent true that the
Oppenheimer opinion relied
on financial projections that extended into 2040 and which made
assumptions regarding
FDA approval of Ocuphire's product candidates but did not consider the
possibility that
such product candidates would not receive FDA approval. Please also
highlight the
different assumptions Oppenheimer used for its opinion, including that
such assumptions
did not account for the effect of the post-closing dilutive issuances
of Rexahn securities
pursuant to the pre-merger financing.
The Merger
Background of the Merger, page 111
4. Refer to the last sentence of prior comment 15. You disclose the
updated terms from
Company A on February 19, 2020 on page 119, but Company's A's
valuation of Rexahn
had not changed since your board considered Company A's proposal at
its December 5,
2019 meeting, as you explain on 121. Revise to clarify what did change
in the updated
proposal.
Opinion of the Rexahn Financial Advisor, page 133
5. We note your revised disclosures, including your discussion of the
projections referenced
by Oppenheimer. In the discussion regarding the discounted cash flow
analysis, please
revise to clearly explain that the projected free cash flow used by
Oppenheimer was based
on various assumptions, including assumptions that FDA approval would
be received for
Nyxol in NVD, RM and presbyopia, and for APX3330 in DR, and assumed
prices and
market share for the product candidates. In addition, to the extent
true, please also revise
to explain why Oppenheimer did not consider the separate possibility
that the Ocuphire
product candidates will not successfully complete clinical trials.
6. You refer to probability of success risk adjustments on page 139, and
further state on page
143 that Ocuphire used a probability of success methodology and that
Oppenheimer made
Douglas Swirsky
Rexahn Pharmaceuticals, Inc.
September 10, 2020
Page 3
some adjustments to these probabilities. Please explain how these
probabilities and further
adjustments affected the cash flows for the indicated years.
You may contact Julie Sherman at (202) 551-3640 or Lynn Dicker at (202)
551-3616 if
you have questions regarding the financial statements and related matters.
Please contact Abby
Adams at (202) 551-6902 or Dorrie Yale at (202) 551-8776 with any other
questions.
Sincerely,
FirstName LastNameDouglas Swirsky
Division of
Corporation Finance
Comapany NameRexahn Pharmaceuticals, Inc.
Office of Life
Sciences
September 10, 2020 Page 3
cc: William I. Intner, Esq.
FirstName LastName