SecProbe.io

July 13, 2018
Douglas J. Swirsky
President and Chief Financial Officer
Rexahn Pharmaceuticals, Inc.
15245 Shady Grove Road, Suite 455
Rockville, MD 20850
Re:Rexahn Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed July 9, 2018
File No. 001-34079
Dear Mr. Swirsky:
            We have limited our review of your proxy statement to those issues addressed in our
comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed July 9, 2018
Proposal 1: Approval of an Amendment to the Company's Amended and Restated Certificate of
Incorporation..., page 8
1.We note that if the shareholders approve the proposed amendment, the Board may cause
the issuance of the additional shares of Common Stock without further approval.  Please
revise your proxy statement to affirmatively disclose whether you have any specific plans,
arrangements, understandings, etc. at this time to issue any of the newly authorized
shares.  If such plans exist, please disclose all material information regarding the
issuance.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameDouglas J. Swirsky
 Comapany NameRexahn Pharmaceuticals, Inc.
 July 13, 2018 Page 2
 FirstName LastName
Douglas J. Swirsky
Rexahn Pharmaceuticals, Inc.
July 13, 2018
Page 2
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       William I. Intner, Esq.