RXi PHARMACEUTICALS CORPORATION (NASDAQ:RXII) Files An 8-K Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities

In connection with the approval of Proposal IV at the Annual
Meeting, as described below under Item5.07, RXi Pharmaceuticals
Corporation (the Company) issued a total of 1,118,224 shares of
common stock upon conversion of an equal number of shares of
Series C Convertible Preferred Stock previously issued in
connection with the Companys acquisition of MirImmune Inc. The
disclosure set forth in Item 3.02 in the Companys Current Report
on Form 8-K, filed on January 10, 2017, is incorporated herein by
reference.

Item5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On June6, 2017, the Board of Directors (the Board) of the Company
increased the size of the Board to six members and appointed
Jonathan Freeman, Ph.D. to serve on the Companys Board until the
2018 annual meeting of stockholders. Dr.Freeman was named to
serve on the Boards Audit Committee and Nominating Governance
Committee.

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

On June6, 2017, the Companys Board amended the Companys Amended
and Restated Bylaws, as amended (the Bylaws), effective
immediately. Section2.1 of the existing Bylaws has been amended
to provide that the number of directors of the Company shall not
be less than two and not more than six. The Bylaws previously
provided that the number of directors of the Company shall not be
less than two and not more than five.

The foregoing description is qualified in its entirety by the
Bylaws, set forth as Exhibit 3.1 and incorporated herein by
reference.

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

On June6, 2017, the Company held its 2017 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 2018
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, 2017, (iii)an amendment to the
Companys Amended and Restated Certificate of Incorporation, as
amended, to effect a reverse stock split, if considered by the
Board of Directors to be necessary, of the shares of the Companys
common stock, at a ratio of not less than 1-for-2 and not greater
than 1-for-40, with the exact ratio and effective time of the
reverse stock split to be determined by the Board of Directors,
and (iv)an approval, for purposes of complying with NASDAQ
Listing Rule 5635(d), of the issuance of more than 20% of the
Companys issued and outstanding common stock to the Companys
acquisition of MirImmune Inc. in January 2017.

The number of shares of common stock entitled to vote at the
Annual Meeting was 22,127,994. The number of shares of common
stock present or represented by valid proxy at the annual meeting
was 15,135,949. All 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:

(i)Election of Directors.

There were 10,094,259 broker non-votes regarding the election of
each director.

(ii)Ratification of Auditors.

Stockholders ratified the appointment of BDO USA, LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2017. The results of the voting
were 14,749,395 votes for, 286,361 votes against and 100,193
abstentions. There were no broker non-votes regarding this
proposal.

(iii) An amendment to the Companys Amended and
Restated Certificate of Incorporation, as amended, to effect a
reverse stock split, if considered by the Board of Directors to
be necessary, of the shares of the Companys common stock, at a
ratio of not less than 1-for-2 and not greater than 1-for-40,
with the exact ratio and effective time of the reverse stock
split to be determined by the Board of Directors.

Stockholders approved, an amendment to the Companys Amended and
Restated Certificate of Incorporation, as amended, to effect a
reverse stock split, if considered by the Board of Directors to
be necessary, of the shares of the Companys common stock, at a
ratio of not less than 1-for-2 and not greater than 1-for-40,
with the exact ratio and effective time of the reverse stock
split to be determined by the Board of Directors. The results of
the voting were 11,326,935 votes for, 3,581,751 votes against and
227,263 abstentions. There were no broker non-votes regarding
this proposal.

(iv)An approval, for purposes of complying with
NASDAQ Listing Rule 5635(d), of the issuance of more than 20% of
the Companys issued and outstanding common stock to the Companys
acquisition of MirImmune Inc. in January 2017.

Stockholders approved the issuance of more than 20% of the
Companys issued and outstanding stock to the Companys acquisition
of MirImmune Inc. in January 2017. The results of the voting were
1,930,005 votes for, 439,212 votes against and 35,516
abstentions. There were 10,094,259 broker non-votes regarding
this proposal and an additional 2,636,957 shares ineligible to
vote on this proposal.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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.