Item 1.01.
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Entry into a Material Definitive Agreement.
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On January 23, 2019, Rexahn Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Oppenheimer
& Co. Inc. (the “Representative”), as representative of the underwriters, in connection with its previously announced public offering (the “Offering”) of 10,750,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per
share (the “Common Stock”) and warrants (the “Warrants”) to purchase up to an aggregate of 10,750,000 shares of Common Stock (the “Warrant Shares”). The Shares and the Warrants were sold together as a fixed combination, with each Share being
accompanied by a Warrant to purchase one share of Common Stock at a combined price to the public of $0.80.
The Warrants are exercisable commencing on the
date of issuance, will expire on January 25, 2024 and will have an exercise price of $0.80 per share, subject to certain adjustments. The warrants will be issued in physical form.
The Offering was made pursuant to a Registration Statement (No. 333-218285) on Form S-3, which was originally filed by the Company with the Securities
and Exchange Commission on May 26, 2017 and subsequently amended on June 23, 2017 and July 6, 2017, and declared effective on July 11, 2017.
The Offering closed on January 25, 2019 and the Company received net proceeds of approximately $7.6 million after deducting underwriting discounts and
commissions and estimated expenses payable by the Company associated with the offering. The Company intends to use the net proceeds of the Offering for further development of its lead clinical programs, including the funding of its clinical
development programs for RX-3117 and RX-5902, and for working capital and general corporate purposes.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The foregoing summary of the Underwriting Agreement and Warrant is qualified in its entirety by reference to the Underwriting Agreement and form of
Warrant attached hereto as Exhibits 1.1 and 4.1, respectively, and which are incorporated herein by reference. Hogan Lovells US LLP, counsel to the Company, delivered an opinion as to l
egality of the issuance and sale of the Shares, the Warrants and the Warrant Shares in the Offering
, a copy of which is attached hereto as Exhibit 5.1 and is incorporated herein by reference.