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

Item1.01Entry into a Material Definitive Agreement.

On December16, 2016, RXi Pharmaceuticals Corporation (the
Company) entered into an Underwriting Agreement (the Underwriting
Agreement) with Ladenburg Thalmann Co. Inc., as representative of
the several underwriters identified therein (collectively, the
Underwriters), to which the Company agreed to issue and sell, in
a registered public offering of the Company (the Offering),
(i)2,131,111 ClassA Units, at a public offering price of $0.90
per unit, consisting of one share of the Companys common stock,
$0.0001 par value per share (the Common Stock), and a five-year
warrant to purchase one share of Common Stock at an exercise
price of $0.90 per share (the warrants), and (ii)8,082 Class B
Units, at a public offering price of $1,000 per unit, consisting
of 1,111.11 warrants and one share of Series B Convertible
Preferred Stock, $0.0001 par value per share (the Series B
Preferred Stock), which is convertible into 1,111.11 shares of
Common Stock.

Under the terms of the Underwriting Agreement, we have granted
the underwriter a 45-day option (the Over-allotment Option) to
purchase up to a number of additional shares of Common Stock
and/or warrants equal to 15% of the shares (including shares of
common stock underlying the Series B Preferred Stock) sold in the
offering at the public offering price per share less the
underwriting discounts and commission, solely to cover
over-allotments, if any. The ClassA Units and Class B Units have
no stand-alone rights and will not be certificated or issued as
stand-alone securities. The shares of Common Stock, shares of
Series B Preferred Stock and warrants comprising such units are
immediately separable and will be issued separately in the
Offering.

The Company expects to receive approximately $9.0 million in net
proceeds from the Offering (excluding the underwriters
over-allotment option), after deducting underwriting discounts
and commissions and estimated offering expenses. The shares of
Common Stock, shares of Series B Preferred Stock and warrants are
being offered and sold to the Companys registration statement on
Form S-1 (Registration No.333-214199), which was declared
effective by the Securities Exchange Commission (the SEC) on
December15, 2016. The Offering is expected to close on or about
December21, 2016, subject to satisfaction of customary closing
conditions.

The above description of the Underwriting Agreement is qualified
in its entirety by the Underwriting Agreement, which is attached
to this report as Exhibit 1.1 and which is incorporated by herein
by reference.

Item8.01 Other Events.

In connection with the Offering, the Company issued a press
release announcing that it had priced the Offering, which press
release is furnished herewith as Exhibit 99.1 to this report and
is incorporated herein by reference.

Item9.01 Financial Statements and Exhibits.

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.

RXi PHARMACEUTICALS CORPORATION (NASDAQ:RXII) Recent Trading Information

RXi PHARMACEUTICALS CORPORATION (NASDAQ:RXII) closed its last trading session down -0.055 at 0.791 with 1,219,001 shares trading hands.