Rexahn Announces $20 Million Registered Direct Offering

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Rockville, MD, January 15, 2014 – Rexahn Pharmaceuticals, Inc. (NYSE MKT: RNN) today announced it has agreed to sell $20 million of units in a registered direct offering at a price of $1.05 per unit. Each unit consists of one share of common stock and a five year warrant to purchase 0.25 of a share of common stock at an exercise price of $1.28 per share. In the offering, Rexahn will issue approximately 19.05 million shares of its common stock and warrants exercisable for up to approximately 4.76 million shares of its common stock for aggregate gross proceeds of $20 million. The closing of the offering is expected to take place on or about January 21, 2014, subject to the satisfaction of customary closing conditions.

Roth Capital Partners acted as lead placement agent and H.C. Wainwright & Co., LLC acted as co-placement agent in connection with the offering. The net proceeds of the offering will be used for further development of the Company’s lead clinical programs, including the funding of Rexahn’s clinical development programs for Archexin®, RX-3117, and SupinoxinTM (RX-5902) and other general corporate purposes.

The securities described above are being offered by Rexahn pursuant to a shelf registration statement (File No. 333-175073) previously filed with and subsequently declared effective by the Securities and Exchange Commission (the “SEC”). A prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the prospectus supplement, when filed with the SEC, and accompanying base prospectus relating to this offering may be obtained from Roth Capital Partners, 888 San Clemente, Newport Beach, CA 92660, (800) 678-9147 or email: rothecm@roth.com or by accessing the SEC’s website, www.sec.gov.

About Rexahn Pharmaceuticals, Inc.

Rexahn Pharmaceuticals is a clinical stage biopharmaceutical company dedicated to developing best-in-class therapeutics for the treatment of cancer. Rexahn currently has three clinical stage oncology candidates, Archexin®, RX-3117, and SupinoxinTM (RX-5902) and a pipeline of preclinical compounds.

Safe Harbor

To the extent any statements made in this press release deal with information that is not historical, these are forward-looking statements under the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about Rexahn’s plans, objectives, expectations and intentions with respect to future operations and products and other statements identified by words such as “will,” “potential,” “could,” “can,” “believe,” “intends,” “continue,” “plans,” “expects,” “anticipates,” “estimates,” “may,” other words of similar meaning or the use of future dates. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Uncertainties and risks may cause Rexahn’s actual results to be materially different than those expressed in or implied by Rexahn’s forward-looking statements. For Rexahn, particular uncertainties and risks include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; the marketing success of Rexahn’s licensees or sublicensees; the success of clinical testing; and Rexahn’s need for and ability to obtain additional financing. More detailed information on these and additional factors that could affect Rexahn’s actual results are described in Rexahn’s filings with the U.S. Securities and Exchange Commission, including its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. All forward-looking statements in this press release speak only as of the date of this press release. Rexahn undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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