Item 1.01 Entry into Material Definitive Agreement.

On September 10, 2020, Rexahn Pharmaceuticals, Inc. (the "Company") entered into Warrant Exchange Agreements (the "Agreements") with each of Empery Asset Master, Ltd. ("EAM"), Empery Tax Efficient, LP ("ETE") and Empery Tax Efficient II, LP ("ETE II" and together with EAM and ETE, the "Empery Entities"). The Company previously issued to the Empery Entities (a) warrants to purchase an aggregate of 104,168 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 November 6, 2015 (the "2015 Warrants"), (b) warrants to purchase an aggregate of 27,212 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 October 13, 2017 (the "2017 Warrants"), and (c) warrants to purchase an aggregate of 83,335 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 Warrants" and together with the 2015 Warrants and the 2017 Warrants, the "Warrants"). Pursuant to the Agreements, on September 10, 2020, the Company issued an aggregate of 16,324, 9,081 and 30,774 shares of Common Stock to EAM, ETE and ETE II, respectively, in exchange for the surrender and cancellation of the Warrants held by such holder.

The above summary of the Agreements does not purport to be complete and is qualified in its entirety to the full text of each of the Agreements, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are 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 September 10, 2020, by and between
               Rexahn Pharmaceuticals, Inc. and Empery Asset Master, Ltd.
     10.2*     Warrant Exchange Agreement, dated September 10, 2020, by and between
               Rexahn Pharmaceuticals, Inc. and Empery Tax Efficient, LP.
     10.3*     Warrant Exchange Agreement, dated September 10, 2020, by and between
               Rexahn Pharmaceuticals, Inc. and Empery Tax Efficient II, LP.



  * Portions of this exhibit have been omitted in compliance with Item 601 of
    Regulation S-K.



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