Rexahn Pharmaceuticals Announces Registered Direct Offering of up to $10 Million of Common Stock and Warrants

ROCKVILLE, Md. - Rexahn Pharmaceuticals, Inc. (NYSE Amex: RNN) announced today that it has agreed to sell up to $10 million in common stock and warrants to a single institutional investor in a registered direct offering. The investor will purchase, for $3 million cash, 2,857,143 shares of common stock at $1.05 per share, and will receive warrants to purchase for $7 million cash, an additional 5,644,443 shares of common stock.

The warrants will entitle the investor to purchase additional shares of common stock as follows: (i) up to 2,222,222 shares of common stock at a per share purchase price of $1.05 for an aggregate purchase price of $2.33 million during a period of 90 days from the closing date; (ii) up to 1,866,666 shares of common stock at a per share purchase price of $1.25 for an aggregate purchase price of $2.33 million during a period of 3 years commencing 180 days from the closing date; and (iii) up to 1,555,555 shares of common stock at a per share purchase price of $1.50 for an aggregate purchase price of $2.33 million during a period of 5 years commencing 180 days from the closing date.

The closing of the offering is expected to take place subject to the satisfaction of customary closing conditions, including the approval of an application for the listing of additional shares by the NYSE Amex exchange. Rexahn Pharmaceuticals, Inc. plans to use the net proceeds from the offering for research and development and general corporate purposes.

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (NasdaqGM: RODM), acted as the exclusive placement agent for this transaction.

A shelf registration statement relating to the common stock and warrants to be issued in the offering, and to the common stock underlying the warrants, has been filed with the Securities and Exchange Commission. Copies of the prospectus supplement and accompanying base prospectus may be obtained directly from Rexahn Pharmaceuticals, Inc., 9620 Medical Center Drive, Rockville, MD 20850. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of our common stock or associated warrants. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.