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                             September 10, 2020

       Douglas Swirsky
       President and Chief Executive Officer
       Rexahn Pharmaceuticals, Inc.
       15245 Shady Grove Road, Suite 455
       Rockville, MD 20850

                                                        Re: Rexahn
Pharmaceuticals, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed August 27,
2020
                                                            File No. 333-239702

       Dear Mr. Swirsky:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Form S-4 filed August 27, 2020

       Cover Page

   1.                                                   We acknowledge your
revised disclosures in response to prior comment 1 and that the
                                                        Parent Cash Amount may
vary significantly from the expected amount. Please further
                                                        revise to prominently
highlight that Rexahn shareholders will not know at the time of the
                                                        vote the percentage of
shares they will hold in the combined company, that Rexahn may
                                                        not be able to satisfy
the requirement for a Parent Cash Amount of $0, and discuss the
                                                        significance. Please
also limit your cover page disclosures to one page as required by
                                                        Item 501(b) of
Regulation S-K.
 Douglas Swirsky
FirstName LastNameDouglas
Rexahn Pharmaceuticals, Inc. Swirsky
Comapany 10,
September NameRexahn
              2020      Pharmaceuticals, Inc.
September
Page 2    10, 2020 Page 2
FirstName LastName
Prospectus Summary
The Companies, page 12

2.       We note your response to prior comment 4 states that you have
shortened the arrows for
         the last two rows of the pipeline table to the end of Phase 1, but the
revised table still
         reflects arrows that are in the midst of Phase 2. In addition, please
ensure that dates in the
         "Anticipated Milestones" column and in the Business section correspond
to your revised
         Summary narrative disclosures. Your disclosures also state that
Ocuphire expects to
         launch a Phase 2 trial for APX3330 in DR in the first quarter of 2021,
and so please revise
         your table to illustrate that the Phase 2 trial is only with respect
to DR and not DME or
         otherwise reconcile your disclosures.
Risk Factors
Risks Related to the Merger, page 35

3.       Please add a risk factor discussing to the extent true that the
Oppenheimer opinion relied
         on financial projections that extended into 2040 and which made
assumptions regarding
         FDA approval of Ocuphire's product candidates but did not consider the
possibility that
         such product candidates would not receive FDA approval. Please also
highlight the
         different assumptions Oppenheimer used for its opinion, including that
such assumptions
         did not account for the effect of the post-closing dilutive issuances
of Rexahn securities
         pursuant to the pre-merger financing.
The Merger
Background of the Merger, page 111

4.       Refer to the last sentence of prior comment 15. You disclose the
updated terms from
         Company A on February 19, 2020 on page 119, but Company's A's
valuation of Rexahn
         had not changed since your board considered Company A's proposal at
its December 5,
         2019 meeting, as you explain on 121. Revise to clarify what did change
in the updated
         proposal.
Opinion of the Rexahn Financial Advisor, page 133

5.       We note your revised disclosures, including your discussion of the
projections referenced
         by Oppenheimer. In the discussion regarding the discounted cash flow
analysis, please
         revise to clearly explain that the projected free cash flow used by
Oppenheimer was based
         on various assumptions, including assumptions that FDA approval would
be received for
         Nyxol in NVD, RM and presbyopia, and for APX3330 in DR, and assumed
prices and
         market share for the product candidates. In addition, to the extent
true, please also revise
         to explain why Oppenheimer did not consider the separate possibility
that the Ocuphire
         product candidates will not successfully complete clinical trials.
6.       You refer to probability of success risk adjustments on page 139, and
further state on page
         143 that Ocuphire used a probability of success methodology and that
Oppenheimer made
 Douglas Swirsky
Rexahn Pharmaceuticals, Inc.
September 10, 2020
Page 3
      some adjustments to these probabilities. Please explain how these
probabilities and further
      adjustments affected the cash flows for the indicated years.
       You may contact Julie Sherman at (202) 551-3640 or Lynn Dicker at (202)
551-3616 if
you have questions regarding the financial statements and related matters.
Please contact Abby
Adams at (202) 551-6902 or Dorrie Yale at (202) 551-8776 with any other
questions.



                                                           Sincerely,
FirstName LastNameDouglas Swirsky
                                                           Division of
Corporation Finance
Comapany NameRexahn Pharmaceuticals, Inc.
                                                           Office of Life
Sciences
September 10, 2020 Page 3
cc:       William I. Intner, Esq.
FirstName LastName