Rexahn Pharmaceuticals (NASDAQ:REXN) has agreed to merge with privately held Ocuphire Pharma, a developer therapies for eye disorders, in an all-stock deal.
The combined company will do business as Ocuphire Pharma, with shares trading on the Nasdaq Capital Market under the ticker "OCUP."
A group of investors, including certain Ocuphire directors and executives, have committed to invest $21.15M in Ocuphire stock immediately before the merger closes, subject to conditions, which will convert to Rexahn common when the transaction closes. After the close, expected in H2, they will receive warrants to purchase Rexahn common stock.
Ocuphire stockholders will own 85.7% of the combined organization, while Rexahn stockholders will own 14.3%. Rexahn's stake could drop as low as 9.1% if Ocuphire waives the minimum net cash requirement at closing.
Rexahn stockholders will also receive 15-year contingent value rights (CVRs) that will pay out 90% of payments that the combined company receives pursuant to license deals with BioSense Global LLC and Zhejiang HaiChang Biotechnology Co., Ltd., and 75% of the proceeds received by the combined company from the monetization of Rexahn’s existing intellectual property during the 10-year period after the closing of the merger, in each case, less certain permitted deductions.
