RXi PHARMACEUTICALS CORPORATION (NASDAQ:RXII) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On April9, 2018, RXi Pharmaceuticals Corporation (the “Company”) entered into a securities purchase agreement with certain institutional and accredited investors (the “Purchase Agreement”) relating to the offering and sale of 1,510,604shares of Company common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $3.15 per share (the “Offering”). Concurrently with the Offering, and to the Purchase Agreement, the Company also commenced a private placement whereby it issued and sold warrants (the “Warrants”) exercisable for an aggregate of 1,132,953shares of Common Stock, which represents 75% of the shares of Common Stock sold in the Offering, with a purchase price of $0.125 per underlying warrant share and with an exercise price of $3.15 per share (the “Private Placement”). Subject to certain ownership limitations, the Warrants are exercisable upon issuance. The Warrants will expire on the earlier of (i)five years after the date on which a registration statement registering the shares of Common Stock underlying the Warrants (the “Warrant Shares”) for resale becomes effective or (ii)the 5.5year anniversary of the date of issuance. None of the Warrants, nor the Warrants Shares, have been registered with the Securities and Exchange Commission. In addition, the Company has agreed to register the Warrant Shares within 30 calendar days of April9, 2018.

The Offering and Private Placement closed on April11, 2018.

The 1,510,604 shares of Common Stock sold in the Offering (but not the Warrants or the Warrant Shares) were offered and sold to a prospectus, dated April6, 2018, and a prospectus supplement dated April9, 2018, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No.333-224031).

The Warrants and the Warrant Shares were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section4(a)(2) of the Securities Act as transactions not involving a public offering and Rule506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

Engagement Letter

The Company also entered into an engagement letter with H.C.Wainwright& Co., LLC (“Wainwright”), dated March16, 2018 (the “Engagement Letter”), to which Wainwright agreed to serve as exclusive placement agent for the issuance and sale of the shares of Common Stock and Warrants. The Company has agreed to pay Wainwright an aggregate fee equal to 7.5% of the gross proceeds received by us from the sale of the securities in the Offering and Private Placement. to the Engagement Letter, the Company also agreed to grant to Wainwright, or its designees, warrants to purchase up to 5% of the aggregate number of shares sold in the transactions (each a “Placement Agent Warrant”). The Company also agreed to reimburse Wainwright for non-accountable expenses of $25,000, pay a management fee equal to 1% of the gross proceeds raised in the Offering and legal fees and other out-of-pocket expenses of $100,000. The Engagement Letter has indemnity and other customary provisions for transactions of this nature. The Placement Agent Warrants have substantially the same terms as the investor Warrants, except that the exercise price of the Placement Agent Warrants is $4.0546 per share and the term of the Placement Agent Warrants is five years. The Placement Agent Warrants, and the shares issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws.

The foregoing description of the Purchase Agreement, the Warrants, the Engagement Letter and the Placement Agent Warrants are not complete and are qualified in their entirety by references to the full text of the Purchase Agreement, the Warrants, the Engagement Letter and the Placement Agent Warrants which are filed as exhibits to this report and are incorporated by reference herein.

A copy of the opinion of Gibson, Dunn& Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 1.01 Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Form 8-K regarding the Warrants, the Warrant Shares, the Placement Agent Warrants and the shares issuable thereunder are incorporated by reference into this Item 1.01.

Item 1.01. Financial Statements and Exhibits.

(d)Exhibits

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RXi Pharmaceuticals Corp Exhibit
EX-4.1 2 d568104dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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About RXi PHARMACEUTICALS CORPORATION (NASDAQ:RXII)

RXi Pharmaceuticals Corporation is a clinical-stage ribonucleic acid (RNA) interference (RNAi) company developing therapeutics in dermatology and ophthalmology that address unmet medical needs. The Company’s development programs are based on its self-delivering RNAi (sd-rxRNA) platform and Samcyprone, a topical immunomodulator. Its clinical development programs include RXI-109, an sd-rxRNA, for the treatment of dermal and ocular scarring, and Samcyprone for the treatment of such disorders as warts, alopecia areata, non-malignant skin tumors and cutaneous metastases of melanoma. Its pipeline is focused on approximately three areas, including dermatology, ophthalmology and cosmetic product development. Its RNAi therapies are designed to silence, or down-regulate, the expression of a specific gene that may be over-expressed in a disease condition and its immunotherapy agent treats diseases by inducing, enhancing or suppressing an immune response.