Rexahn has entered into a securities purchase agreement with these investors pursuant to which Rexahn has agreed to sell an aggregate of about 8.33m shares of its common stock and warrants
exercisable for up to approximately 3.33m additional shares of its common stock.
The company has issued and allotted 49,180,000 ordinary shares following the exercise of 180,000 listed options
exercisable at AUD0.277 per share, and 49,000,000 unlisted options
exercisable at AUD0.327 per share.
678 trust, provided the surviving spouse's general power of appointment is
exercisable during her lifetime, and not just at death (IRS Letter Ruling 8607044).
The offering consists of: (i) 2,855,500 shares of its Common Stock together with warrants to purchase 2,855,500 shares of its Common Stock, and (ii) 12,700,000 pre-funded warrants, with each pre-funded warrant
exercisable for one share of Common Stock, together with Warrants to purchase 12,700,000 shares of its Common Stock.
Also, as of 31 October 2016, the total number of theoretical voting rights was 170,889,132, while the total number of
exercisable voting rights was 168,675,750.
The warrants have an exercise price of USD2.19 per share of common stock and are
exercisable beginning 181 days after the closing date of the offering, and are
exercisable for five years after the date the warrants first become
exercisable.
Initially, these Rights will not be
exercisable and will trade with the company's Class A Common Stock and Class B Common Stock.
Also, as on 30 September 2016, the number of theoretical voting rights was 171,528,512, while the number of
exercisable voting rights was 169,315,130.
Upon closing, the company issued and sold 162,500 shares of Series B-2 preferred stock convertible into 650,000 shares of common stock, a Class A-1 and a Class A-2 warrant each
exercisable to purchase 325,000 shares of common stock and a Class B warrant
exercisable to purchase 1,300,000 shares of common stock, for a gross purchase price of USD325,000.