According to the Complaint, Rexahn Pharmaceuticals, Inc. is a biotechnology company that focuses on the development of innovative therapies to improve patient outcomes in cancers that are difficult to treat.

On June 17, 2020, Rexahn Pharmaceuticals, Inc.’s Board of Directors caused Rexahn to enter into an agreement and plan of merger with Razor Merger Sub, Inc. and Ocuphire Pharma, Inc. Pursuant to the terms of the Merger Agreement, among other things: (i) Merger Sub will merge with and into Ocuphire, with Ocuphire continuing as a wholly-owned subsidiary of Rexahn; and (ii) each share of Ocuphire common stock will be converted into the right to receive shares of Rexahn common stock such that former Ocuphire shareholders will own approximately 85.7% of the combined company and Rexahn’s shareholders will own approximately 14.3%.

On July 6, 2020, Defendants filed a Form S-4 Registration Statement with the United States Securities and Exchange Commission, which recommends that Rexahn’s stockholders vote to approve, among other things, the issuance of stock in connection with the Proposed Transaction. The Complaint alleges that the Registration Statement omits material information with respect to the Proposed Transaction, which renders the Registration Statement false and misleading.