OMB Number 3234-0058

SEC File Number

CUSIP Number

(Check one):

Form 10-K

Form 20-F

Form 11-K

√

Form 10-Q

Form 10-D

Form N-SAR

Form N-CSR

For Period Ended:

September 30, 2009

Transition Report on Form 10-K

Transition Report on Form 20-F

Transition Report on Form 11-K

Transition Report on Form 10-Q

Transition Report on Form N-SAR

For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

Part I - Registrant Information

REXAHN PHARMACEUTICALS, INC.

Full Name of Registrant

 

Former Name if Applicable

15245 Shady Grove Road, Suite 455

Address of Principal Executive Office (Street and Number)

Rockville, Maryland 20850

City, State and Zip Code

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.)

√	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

Part III - Narrative

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Rexahn Pharmaceuticals, Inc. (the “Company”) requires additional time to complete the review and processing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009 (the “Form 10-Q”). The Company could not file its Form 10-Q by November 9, 2009 without unreasonable effort or expense. The Company expects to file the Form 10-Q within the extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

Part IV - Other Information

1. Name and telephone number of person to contact in regard to this notification

   Tae Heum Jeong	(240)	268-5300
   (Name)	(Area Code)	(Telephone Number)

2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?

   Yes

   √

   No

   If answer is no, identify report(s).

    

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

   Yes

   No

   √

   If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.