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Rexahn Pharmaceuticals Announces $5.7 Million Registered Direct Offering

Rexahn Pharmaceuticals, Inc. (the “Company”) (NYSE MKT: RNN) today announced that it has received commitments from a single healthcare dedicated institutional investor to purchase an aggregate of approximately $5.7 million of the Company’s common stock.

The Company entered into definitive purchase agreement with this investor pursuant to which the Company agreed to sell an aggregate of 11,400,000 shares of its common stock and warrants exercisable for up to approximately 3,990,000 additional shares of its common stock. Each unit, consisting of one share of common stock and a warrant to purchase 0.35 of a share of common stock, will be sold for a purchase price of $0.50. The warrants to purchase additional shares will be exercisable at a price of $0.59 per share beginning six months following issuance and will expire five years from the date on which the warrants are initially exercisable. The closing of the offering is expected to take place on or about July 26, 2013, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co., LLC acted as exclusive placement agent in connection with the offering.

A shelf registration statement (File No. 333-175073) relating to the shares issued in the offering has been filed with and declared effective by the Securities and Exchange Commission (the “SEC”). A prospectus supplement relating to the offering will be filed by the Company with the SEC. Copies of the prospectus supplement, together with the accompanying prospectus, can be obtained at the SEC’s website at http://www.sec.gov, from request at H.C. Wainwright & Co., LLC by e-mailing placements@hcwco.com, or from Rexahn Pharmaceuticals, Inc., 15245 Shady Grove Rd, Suite 455, Rockville, MD 20850.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company in this offering. There shall not be any offer, solicitation of an offer to buy, or sale of securities in any state or jurisdiction in which such an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offering will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

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