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Rexahn Pharmaceuticals Prices Public Offering Of Stock

REXAHN PHARMACEUTICALS, INC. (NYSE MKT: RNN) today announced the pricing of an underwritten public offering of 19,130,435 shares of its common stock and warrants exercisable for up to 10,521,739 additional shares at $0.33 per fixed combination of shares and warrants for gross proceeds of approximately $6.3 million, prior to deducting underwriting discounts and commissions and offering expenses payable by the Company and excluding the exercise of any warrants and any exercise of the underwriters’ over-allotment option. Each fixed combination will consist of one share and a warrant to purchase up to 0.55 of a share. The warrants will have an exercise price of $0.472 per share and a 5-year term. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,869,565 shares of its common stock and warrants exercisable for up to 1,578,261 additional shares to cover over-allotments, if any.

Maxim Group LLC and Burrill LLC are acting as joint book-running managers for the offering.

The Company expects to close the transaction, subject to customary conditions, on or about December 4, 2012.

This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The offering will be made only by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174 or via telephone at (800) 724-0761 or Burrill LLC, One Embarcadero Center, Suite 2700, San Francisco, CA 94111. Before you invest, you should read the prospectus supplement and the accompanying prospectus, including the information incorporated by reference therein, for more complete information about Rexahn and this offering.

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