Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rexahn Pharmaceuticals, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.0001 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
761640 10 1
- -------------------------------------------------------------------------------
(CUSIP Number)
Korean Rexahn Investors Voting Trust
c/o Chang H. Ahn, as Trustee
Rexahn Pharmaceuticals, Inc.
9620 Medical Center Drive
Rockville, MD 20850
(240) 268-5300
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 13, 2005
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
- -------------------------------------------------------------------------------
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
- ----------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
SCHEDULE 13D
- ---------------------- ----------------------
CUSIP No. 761640 10 1 Page 2 of 6 Pages
- ---------------------- ----------------------
- ------- ---------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Korean Rexahn Investors Voting Trust Not Applicable
- ------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- ------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ------- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- ------- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
- ------- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- ----------------- ------- ---------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 6,341,660
SHARES ------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
------- ---------------------------------------------------
EACH
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------- ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- ------- ---------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,341,660
- ------- ---------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- ------- ---------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.3%
- ------- ---------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ------- ---------------------------------------------------------------------
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
-------------------
This statement relates to the common stock, par value $0.0001 per
share (the "Common Stock"), of Rexahn Pharmaceuticals, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive office is located
at 9620 Medical Center Drive, Rockville, MD 20850.
Item 2. Identity and Background.
-----------------------
This statement is being filed by the co-trustees, Dr. Chang H. Ahn
and Dr. Young-Soon Park, ("Co-Trustees"), of the Korean Rexahn Investors Voting
Trust (the "Voting Trust"). The Voting Trust is organized under Maryland law.
The principal business address of the Voting Trust is c/o Chang H. Ahn, as
Trustee, Rexahn Pharmaceuticals, Inc., 9620 Medical Center Drive, Rockville, MD
20850.
Dr. Ahn, a citizen of the Unites States, whose business address is
9620 Medical Center Drive, Rockville, MD 20850, is the Chairman and Chief
Executive Officer of the Issuer. Dr. Park, a citizen of the Republic of Korea,
is the Chairman of Onnuri Health Group and Onnuri Pharmaceutical Chain Co.,
Ltd., a chain of pharmacies whose principal executive office is located at
667-16 Yeuksam-dong Kangnam-gu, Seoul, Korea, and a director of the Issuer.
During the last five years, none of the Voting Trust, Dr. Ahn or
Dr. Park has (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors), or (ii) been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which the Voting Trust, Dr. Ahn or Dr. Park was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The Voting Trust acquired beneficial ownership of 6,341,660 shares
of Common Stock from the Issuer in connection with the Merger described in Item
4.
Item 4. Purpose of Transaction.
----------------------
The acquisition was made in connection with the Agreement and Plan
of Merger dated as of January 20, 2005 (the "Merger Agreement") by and among
Corporate Road Show.Com Inc., a New York corporation ("CPRD"), CRS Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of CPRD ("Merger Sub"),
CRS Delaware, Inc., a Delaware corporation and wholly owned subsidiary of CPRD
("CRS Delaware"), and Rexahn, Corp, a Maryland corporation ("Rexahn"), pursuant
to which, immediately after giving effect to a 1-for-100 reverse stock split and
the reincorporation of CPRD as a Delaware corporation under the name "Rexahn
Pharmaceuticals, Inc.", Merger Sub merged with and
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 4 of 6 Pages
into Rexahn, with Rexahn as the surviving corporation (the "Surviving Company")
and a wholly owned subsidiary of CPRD (the "Merger"). In the Merger, each share
of Rexahn common stock issued and outstanding prior to the Merger was converted
into five shares of Common Stock. Immediately prior to the Merger, the Voting
Trust beneficially owned 1,268,332 shares of Rexahn common stock. As a result
of the Merger, the Voting Trust received 6,341,660 shares of Common Stock.
A copy of the Merger Agreement is incorporated herein by reference
as Exhibit 1.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) As of the date hereof, pursuant to Rule 13d-3(d)(1)(i), each
of the Voting Trust and the Co-Trustees beneficially owns an aggregate of
6,341,660 shares of Common Stock, representing 6.0% of the outstanding shares of
Common Stock. This percentage is based upon the Issuer's statement as to the
number of outstanding shares of Common Stock as set forth in its Current Report
on Form 8-K, filed with the Securities and Exchange Commission on May 16, 2005.
(b) Dr. Park and Dr. Ahn are co-trustees of the Voting Trust
pursuant to the Korean Rexahn Investors Voting Trust Agreement dated as of July
2003, among Dr. Ahn and Dr. Park, as trustees, the stockholders parties thereto
and Rexahn, which holds 6,341,660 shares of Common Stock. As co-trustees, Dr.
Ahn and Dr. Park have the exclusive unqualified right and power to exercise all
of the voting rights and powers with respect to the shares of Common Stock which
are subject to the Voting Trust. The Voting Trust holds shares of Common Stock
on behalf of approximately sixty individual and institutional owners resident in
Korea. Dr. Park also has the sole power to vote or to direct the vote, and
dispose or direct the disposition, of 2,909,000 shares of Common Stock and Dr.
Ahn also has the sole power to vote or to direct the vote, and dispose or direct
the disposition, of 13,500,000 shares of Common Stock. In addition, Dr. Park has
sole power to dispose or direct the disposition of 166,000 shares of Common
Stock, subject to the Voting Trust.
(c) Except for the acquisition reported herein, the Voting Trust
and the Co-Trustees have not effected any other transaction in the Common Stock
within the past 60 days.
(d) Any dividends in respect of shares of Common Stock held in the
Voting Trust in shares of capital stock of the Issuer shall be deposited into
the Voting Trust; however, the registered holders of the Voting Trust
Certificates shall receive all other dividends directly from the Issuer. Any
transfer or disposition of shares of Common Stock is subject to the Voting
Trust.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
------------------------------------------------------
Not Applicable.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 5 of 6 Pages
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit 1. Agreement and Plan of Merger, dated as of January 20, 2005,
by and among CPRD, Merger Sub, CRS Delaware and Rexahn is
incorporated by reference to Exhibit 2.1 to CPRD's Current
Report on Form 8-K filed on January 21, 2005.
Exhibit 2. Korean Rexahn Investors Voting Trust Agreement dated as of
July 2003, by and among Chang-Ho Ahn and Young-Soon Park, as
trustees, the stockholders parties thereto and Rexahn.
Exhibit 3. Power of Attorney dated May 16, 2005 is incorporated by reference
to the Exhibit to the reporting person's Form 3 filed on May 17,
2005.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 6 of 6 Pages
SIGNATURE
---------
After reasonable inquiry and to the best of my knowledge and
belief, I hereby certify that the information set forth in this statement is
true, complete and correct.
Dated: May 23, 2005
THE KOREAN REXAHN INVESTORS VOTING TRUST
/s/ Ted T.H. Jeong
---------------------------------------
Ted T.H. Jeong as Attorney-in-Fact for
the Co-Trustees of the Korean Rexahn
Investors Voting Trust