Item 1.01 Entry into Material Definitive Agreement.

On July 31, 2020, Rexahn Pharmaceuticals, Inc. (the "Company") entered into a Warrant Exchange Agreement (the "Agreement") with Armistice Capital Master Fund Ltd. ("Armistice"). The Company previously issued to Armistice (a) a warrant to purchase 160,257 shares (on a post-reverse stock split basis) of its common stock, par value $.0001 per share (the "Common Stock") pursuant to the offering described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on October 19, 2018 (the "2018 Warrant"), and (b) a warrant to purchase 208,334 shares (on a post-reverse stock split basis) of Common Stock pursuant to the offering described in the Company's Current Report on Form 8-K filed with the SEC on January 25, 2019 (the "2019 Warrant" and together with the 2018 Warrant, the "Warrants"). Pursuant to the Agreement, on August 3, 2020, the Company is issuing to Armistice an aggregate of 215,000 shares of Common Stock in exchange for the surrender and cancellation of the Warrants.

The above summary of the Agreement does not purport to be complete and is qualified in its entirety to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is qualified herein by this reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Warrants is being made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01 Financing Statements and Exhibits.





(d) Exhibits.



 Exhibit
   No.      Description
  10.1*     Warrant Exchange Agreement, dated July 31, 2020, by and between Rexahn
            Pharmaceuticals, Inc. and Armistice Capital Master Fund Ltd.

* Portions of this exhibit have been omitted in compliance with Item 601 of


    Regulation S-K.



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