Filed by Rexahn Pharmaceuticals, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934, as amended
Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934, as amended
Subject Company: Rexahn Pharmaceuticals, Inc. (SEC File No. 001-34079)
Commission File No. for the Related Registration Statement: 333-239702
Alliance Advisors LLC 200 Broadacres Drive, 3rd Fl. Bloomfield, NJ 07003 This is an Important Notice for Stockholders of Rexahn Pharmaceuticals, Inc. Rexahn
Pharmaceuticals, Inc. will hold a Special Stockholder Meeting on Nov. 2, 2020 and your account is currently unvoted. The Board of Directors of Rexahn encourages you to vote. Your participation in the Special Meeting is important! At the Nov. 2
Special Meeting, Rexahn Stockholders are being asked to vote FOR Proposals to approve a business combination transaction between Rexahn and Ocuphire Pharma, Inc. — a privately held, clinical-stage ophthalmic biopharmaceutical company focused on
developing and commercializing therapies for the treatment of eye disorders. What can you do to ensure your account is voted? As a stockholder you can vote today by calling (855) 643-7453 to speak to a proxy voting specialist. Don’t delay, make
the call today.
Vote your shares today:
call (855) 643-7453 to speak
to a proxy voting specialist.
A Special Meeting of Stockholders has been
called for
November 2, 2020. Rexahn Stockholders are
being asked to
support all Proposals to help effect a
business combination
transaction between Rexahn and Ocuphire
Pharma, Inc.
The Rexahn Board of Directors recommends
you vote FOR the following Proposals:
4 Proposal 1. To approve the issuance of
shares of Rexahn common stock, $0.0001
par value per share, to stockholders of
Ocuphire pursuant to the terms
of the Agreement and Plan of Merger and
Reorganization.
4 Proposal 2. To approve the plan to effect
a reverse stock split of Rexahn
common stock, at a ratio ranging from
1-for-3 to 1-for-5.
4 Proposal 3. To change the corporate name
from “Rexahn Pharmaceuticals, Inc.”
to “Ocuphire Pharma, Inc.”
4 Proposal 4. To approve the adoption of
the Ocuphire Pharma, Inc.
2020 Equity Incentive Plan.
4 Proposal 5. To approve the issuance of:
(1.) shares of Rexahn common stock
to be issued in the Pre-Merger Financing,
and (2.) the issuance of
additional shares of Rexahn common stock
that may be issued
following the closing of the Pre-Merger
Financing.
4 Proposal 6. To approve an adjournment of
the Rexahn 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.
As a Rexahn Pharmaceuticals, Inc.
Stockholder your vote matters
now more than ever.