Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

At the Special Meeting of Stockholders (the "Special Meeting") of Rexahn Pharmaceuticals, Inc. (the "Company") held on November 2, 2020, the Company's stockholders approved the Ocuphire Pharma, Inc. 2020 Equity Incentive Plan (the "Ocuphire 2020 Plan"). The Ocuphire 2020 Plan had previously been approved by the Company's board of directors, subject to stockholder approval. The Ocuphire 2020 Plan will become effective on the date of the closing of the transactions contemplated by that certain Agreement and Plan of Merger and Reorganization, dated June 17, 2020, by and among the Company, Razor Merger Sub, Inc. and Ocuphire Pharma, Inc. ("Ocuphire"), as amended by that certain First Amendment to Agreement and Plan of Merger and Reorganization, dated June 29, 2020 (as amended, the "Merger Agreement"). Upon effectiveness of the Ocuphire 2020 Plan, (i) 4,000,000 new shares of the Company's common stock, par value $0.0001 (the "Common Stock"), will be reserved for issuance and (ii) up to 4,252,985 additional shares of Common Stock may be issued, consisting of (A) shares that remain available for the issuance of awards under the Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan (as amended and restated, the "Rexahn 2014 Plan") and the Rexahn Pharmaceuticals Stock Option Plan, as amended (the "Rexahn 2003 Plan," and together with the Rexahn 2013 Plan, the "Prior Plans"), and (B) shares of Common Stock subject to outstanding stock options or other awards covered by the Prior Plans that have been cancelled or expire on or after the date that the Ocuphire 2020 Plan becomes effective.

For a description of the Ocuphire 2020 Plan, please refer to "Proposal No. 4: Approval of the Adoption of the Ocuphire 2020 Plan" in the Company's prospectus/definitive proxy statement filed with the U.S. Securities and Exchange Commission (the "SEC") on October 2, 2020 (the "Proxy Statement"), which description is incorporated herein by reference. The description of the Ocuphire 2020 Plan is subject to and qualified in its entirety by reference to the Ocuphire 2020 Plan, which will be filed as an exhibit to a Current Report on Form 8-K following effectiveness of the Ocuphire 2020 Plan.

Item 5.07 Submission of Matters to a Vote of Security Holders.

As of September 25, 2020, the record date for the Special Meeting, there were 4,483,198 shares of Common Stock issued and outstanding and entitled to vote on the proposals presented at the Special Meeting. At the Special Meeting, 3,338,233 shares of Common Stock, or approximately 74.46% of the outstanding Common Stock entitled to vote, were represented by proxy or in person.

Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's stockholders at the Special Meeting.

Proposal 1. Approval of the Issuance of Common Stock in the Merger and Resulting Change of Control of the Company

The Company's stockholders approved the proposal to issue shares of Common Stock to stockholders of Ocuphire pursuant to the terms of the Merger Agreement, and the change of control of the Company resulting from the merger under The Nasdaq Stock Market LLC rules. The voting on this proposal is set forth below:



   For    Against Abstentions Broker Non-Votes
1,497,055 116,477   24,543       1,700,158

Proposal 2. Approval of the Amendment to the Certificate of Incorporation to Effect the Reverse Stock Split

The Company's stockholders approved the proposal to amend the amended and restated certificate of incorporation of the Company, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of the Common Stock, at a ratio within the range of 1-for-3 to 1-for-5, with such specific ratio to be approved by the Company's board of directors. The voting on this proposal is set forth below:



   For    Against Abstentions Broker Non-Votes
2,915,886 393,063   29,284           -



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Proposal 3. Approval of the Amendment to the Certificate of Incorporation to Effect the Corporate Name Change

The Company's stockholders approved the proposal to amend the Certificate of Incorporation to change the corporate name of the Company from "Rexahn Pharmaceuticals, Inc." to "Ocuphire Pharma, Inc." The voting on this proposal is set forth below:



   For    Against Abstentions Broker Non-Votes
3,086,313 212,300   39,617           -

Proposal 4. Approval of the Ocuphire Pharma, Inc. 2020 Equity Incentive Plan

The Company's stockholders approved the proposal to adopt the Ocuphire 2020 Plan. The voting on this proposal is set forth below:



  For   Against Abstentions Broker Non-Votes
990,782 615,853   31,440       1,700,158

Proposal 5. Approval of the Issuance of Shares of Common Stock in Connection with the Pre-Merger Financing

The Company's stockholders approved the proposal to issue (i) shares of Common Stock upon the exercise of warrants to be issued in the pre-merger financing, and (ii) additional shares of Common Stock that may be issued following the closing of the pre-merger financing, in each case pursuant to that certain Amended and Restated Securities Purchase Agreement, dated as of June 29, 2020, by and among the Company, Ocuphire and the investors party thereto, and as required by and in accordance with Nasdaq Listing Rule 5635. The voting on this proposal is set forth below:



   For    Against Abstentions Broker Non-Votes
1,461,486 150,381   26,208       1,700,158

Proposal 6. Approval of Adjournment of the Special Meeting

The Company's stockholders approved the proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 or 5. The voting on this proposal is set forth below:



   For    Against Abstentions Broker Non-Votes
2,990,636 309,556   38,041           -

Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal Nos. 1, 2, 3, 4 and 5.




Item 8.01 Other Events.

On November 2, 2020, the Company announced voting results relating to the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

Exhibit      Description

  99.1       Press release issued by Rexahn Pharmaceuticals, Inc. dated November
             2, 2020.



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