RXi PHARMACEUTICALS CORPORATION (NASDAQ:RXII) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03. Amendments to Articles of Incorporation; Change in
Fiscal Year

In connection with an underwritten offering of common stock,
preferred stock and warrants, on December19, 2016, RXi
Pharmaceuticals Corporation (the Company) filed a Certificate of
Designation of Preferences, Rights and Limitations of Series B
Convertible Preferred Stock (the Series B Convertible Preferred
Stock Certificate of Designation) with the Secretary of State of
the State of Delaware. The Series B Convertible Preferred Stock
Certificate of Designation provides for the issuance of up to
8,100 shares of Series B Convertible Preferred Stock (the Series
B Convertible Preferred Shares).

The Series B Convertible Preferred Stock Certificate of
Designation provides, among other things, that holders of SeriesB
Convertible Preferred Stock shall receive dividends on an
as-converted basis at the same time and in the same form as any
dividends paid out on shares of our common stock. Other than as
set forth in the previous sentence, the Series B Convertible
Preferred Stock Certificate of Designation provides that no other
dividends shall be paid on Series B Convertible Preferred Stock.
The SeriesB Convertible Preferred Stock Certificate of
Designation does not provide for any restriction on the
repurchase of SeriesB Convertible Preferred Stock by the Company
while there is any arrearage in the payment of dividends on the
SeriesB Convertible Preferred Stock. There are no sinking fund
provisions applicable to the Series B Convertible Preferred
Stock.

With certain exceptions, as described in the Series B Convertible
Preferred Stock Certificate of Designation, the SeriesB
Convertible Preferred Stock have no voting rights. However, as
long as any shares of SeriesB Convertible Preferred Stock remain
outstanding, the Series B Convertible Preferred Stock Certificate
of Designation provides that the Company shall not, without the
affirmative vote of holders of a majority of the then-outstanding
Series B Convertible Preferred Stock, (a)alter or change
adversely the powers, preferences or rights given to the Series B
Convertible Preferred Stock or alter or amend the Series B
Convertible Preferred Stock Certificate of Designation,
(b)increase the number of authorized shares of Series B
Convertible Preferred Stock or (c)effect a stock split or reverse
stock split of the Series B Convertible Preferred Stock or any
like event.

Each Series B Convertible Preferred Share is convertible at any
time at the holders option into a number of shares of common
stock equal to $1,000 per share divided by the Series B
Convertible Preferred Share Conversion Price. The Series B
Convertible Preferred Share Conversion Price is initially $0.90
and is subject to adjustment for stock splits, stock dividends,
distributions, subdivisions and combinations. Notwithstanding the
foregoing, the Series B Convertible Preferred Stock Certificate
of Designation further provides that the Company shall not effect
any conversion of Series B Convertible Preferred Stock, with
certain exceptions, to the extent that, after giving effect to an
attempted conversion, the holder of Series B Convertible
Preferred Stock (together with such holders affiliates, and any
other person whose beneficial ownership of common stock would be
aggregated with the holders for purposes of Section 13(d) of the
Exchange Act and the applicable regulations thereunder, including
any group of which the holder is a member) would beneficially own
a number of shares of common stock in excess of 4.99% of the
shares of our common stock then outstanding.

This foregoing description of the Series B Convertible Preferred
Stock Certificate of Designation does not purport to be complete
and is qualified in its entirety by reference to the complete
text of such certificate, which is attached hereto and
incorporated herein.

Item5.07. Submission of Matters to a Vote of Security
Holders.

On December15, 2016, the Company held its 2016 Annual Meeting of
Stockholders (the Annual Meeting). The following items of
business were considered and voted upon at the Annual Meeting:
(i)election of five director nominees to serve until the 2017
annual meeting; (ii)ratification of the selection of BDO USA, LLP
as the Companys independent registered public accounting firm for
the fiscal year ending December31, 2016, (iii) an advisory
(non-binding) vote to approve the Companys executive
compensation, (iv)an increase in the number of shares available
for issuance under the RXi Pharmaceuticals Corporation Employee
Stock Purchase Plan and (v)an increase in the number of shares
available for issuance under the 2012 RXi Pharmaceuticals
Corporation Long Term Incentive Plan.

The number of shares of common stock entitled to vote at the
Annual Meeting was 6,599,846. The number of shares of common
stock present or represented by valid proxy at the annual meeting
was 4,425,173. All

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matters submitted to a binding vote of stockholders at the Annual
Meeting were approved. The number of votes cast for and against,
and the number of abstentions and broker non-votes with respect to the
matters voted upon at the Annual Meeting, are set forth
below: