UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Rexahn Pharmaceuticals, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
761640 10 1
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(CUSIP Number)
Suk Hyung Kwon
Rexgene Biotech Co., Ltd.
1330-13 Wooyoung Venture Bulding 4F
Seocho-dong, Seocho-gu
Seoul, Korea
011-82-2-587-0019
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 13, 2005
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(Date of Event which Requires Filing of this Statement)
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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.
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*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
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CUSIP No. 761640 10 1 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rexgene Biotech Co., Ltd. Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Korea
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7 SOLE VOTING POWER
NUMBER OF 4,791,670
SHARES ------- ---------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
0
OWNED BY
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EACH
9 SOLE DISPOSITIVE POWER
REPORTING 4,791,670
PERSON ------- ---------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,791,670
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.5%
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14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 761640 10 1 SCHEDULE 13D Page 3 of 6 Pages
Item 1. Security and Issuer.
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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.
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The person filing this statement (the "Reporting Person"), the
executive officers and directors of the Reporting Person (the "Additional
Persons") and the information in respect of the Reporting Person and the
Additional Persons are as follows:
(a) The name of the Reporting Person is Rexgene Biotech Co., Ltd.
("Rexgene"). The names of the Additional Persons are as follows:
Directors and Executive Officers of Rexgene
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Suk Hyung Kwon; Jong Jin Park; Chang Gil Lee; and Tae Cheol Hwang.
(b) The principal business address of Rexgene and each Additional
Person is 1330-13 Wooyoung Venture Bulding 4F, Seocho-dong, Seocho-gu, Seoul,
Korea.
(c) The principal business of Rexgene is the development,
production and sale of homeopathic medicines and health products. Mr. Kwon is
the President of Rexgene and a director of the Issuer. Mr. Park is the Vice
President of Rexgene. Mr. Lee is a director of Rexgene and a representative
pharmacist at Nasung Pharmacy, which is located in Seoul, Korea. Mr. Hwang is a
director of Rexgene and a team manager at Muhan Technical Investment Co., Ltd.,
which is an investment company located in Seoul, Korea.
(d) During the last five years, neither Rexgene nor, to the
knowledge of Rexgene, any of the Additional Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither Rexgene nor, to the
knowledge of Rexgene, any of the Additional Persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as a
result of which Rexgene or any of the Additional Persons 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.
(f) Rexgene is a corporation organized under the laws of the
Republic of Korea. All of the Additional Persons are citizens of the Republic of
Korea.
Item 3. Source and Amount of Funds or Other Consideration.
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Rexgene acquired beneficial ownership of 4,791,670 shares of
Common Stock from the Issuer in connection with the Merger described in Item 4.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 4 of 6 Pages
Item 4. Purpose of Transaction.
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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 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, Rexgene beneficially owned
958,334 shares of Rexahn common stock, and Mr. Kwon beneficially owned 419,200
shares of Rexahn common stock directly and 22,851 shares of Rexahn common stock
indirectly through the Korean Rexahn Investors Voting Trust (the "Voting Trust")
described under Item 6 below. As a result of the Merger, Rexgene received
4,791,670 shares of Common Stock, and Mr. Kwon received directly 2,096,000
shares of Common Stock and indirectly 114,255 shares of Common Stock through the
Voting Trust.
A copy of the Merger Agreement is incorporated herein by reference
as Exhibit 1.
Item 5. Interest in Securities of the Issuer.
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(a) As of the date hereof, Rexgene beneficially owns 4,791,670
shares of Common Stock, representing 11.5% of the outstanding shares of Common
Stock, and Mr. Kwon beneficially owns 2,210,255 shares of Common Stock,
representing 5.3% of the outstanding shares of Common Stock. These percentages
are 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) The Board of Directors of Rexgene has the sole power to vote
or to direct the vote, and dispose or direct the disposition, of all 4,791,670
shares of Common Stock Rexgene acquired. Mr. Kwon has the sole power to vote or
to direct the vote, and dispose or direct the disposition, of 2,096,000 of the
2,210,255 shares of Common Stock acquired by him. With respect to the remaining
114,255 shares Mr. Kwon acquired, Mr. Kwon has sole power to dispose or direct
the disposition of such shares, subject to the Voting Trust, which has the sole
power to vote or direct the voting of these shares. The Voting Trust is a voting
trust formed under the laws of the State of Maryland whose address is c/o Chang
H. Ahn, as Trustee, Rexahn Pharmaceuticals, Inc., 9620 Medical Center Drive,
Rockville, MD 20850.
(c) Except for the acquisition reported herein, neither Rexgene
nor Mr. Kwon has effected any other transaction in the Common Stock within the
past 60 days.
CUSIP NO. 761640 10 1 SCHEDULE 13D Page 5 of 6 Pages
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Common Stock acquired by Rexgene and Mr. Kwon.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
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Mr. Kwon is a registered holder of Voting Trust Certificates
representing the beneficial interest in 114,255 shares of Common Stock held by
the Voting Trust pursuant to the Korean Rexahn Investors Voting Trust Agreement
dated as of July 2003, among Dr. Chang-Ho Ahn and Dr. Young-Soon Park, as
trustees, and the stockholders parties thereto ("Korean Rexahn Investors Voting
Trust"). 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.
Item 7. Material to be Filed as Exhibits.
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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
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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
Rexgene Biotech Co., Ltd.
/s/ Ted T.H. Jeong
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Ted T.H. Jeong as Attorney-in-Fact
for Rexgene