MARLBOROUGH, Mass.,
Dec. 16, 2016 /PRNewswire/
-- RXi Pharmaceuticals Corporation (NASDAQ: RXII), a
clinical-stage company developing innovative therapeutics that
address significant unmet medical needs, today announced the
pricing of an underwritten public offering of securities for gross
proceeds of $10 million, prior to
deducting underwriting discounts, commissions and offering expenses
payable by the Company.
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The offering is comprised of Class A Units, priced at a public
offering price of $0.90 per unit,
with each unit consisting of one share of common stock and a
five-year warrant to purchase one share of common stock at an
exercise price of $0.90 per share,
and Class B Units, priced at a public offering price of
$1,000 per unit, with each unit
consisting of one share of Series B Convertible Preferred Stock,
which is convertible into 1,111.11 shares of common stock, and
1111.11 warrants.
The conversion price of the preferred stock and the exercise
price of the warrants are fixed and do not contain any variable
pricing features or any price-based anti-dilutive features. The
preferred stock issued in this transaction includes a beneficial
ownership blocker, but has no dividend rights (except to the extent
that dividends are also paid on common stock), liquidation
preferences or other preferences over common stock. The Class A
Units and Class B Units have no stand-alone rights and will not be
certificated or issued as stand-alone securities. The securities
comprising the units are immediately separable and will be issued
separately. The Company has applied for the listing of the warrants
on the NASDAQ Capital Market and will use its best efforts to have
that listing effective on or before the closing of the
offering. The offering is expected to close on December 21, 2016, subject to the satisfaction or
waiver of customary closing conditions.
A total of 2,131,111 shares of common stock, 8,082 shares of
Series B Convertible Preferred Stock convertible into 8,980,000
shares of common stock and warrants to purchase 11,111,111 shares
of common stock will be issued in the offering.
In addition, the Company has granted the underwriters a 45-day
option to purchase up to 1,666,666 additional shares of common
stock and/or additional warrants to purchase up to 1,666,666 shares
of common stock solely to cover overallotments, if any, at the
public offering price per share less the underwriting discounts and
commissions.
Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg
Thalmann Financial Services Inc. (NYSE MKT-LTS) is acting as the
sole bookrunner for the offering, and Griffin Securities, Inc. is
acting as co-manager.
The securities are offered pursuant to a registration statement
on Form S-1 (File No. 333-214199), which was declared effective by
the Securities and Exchange Commission (SEC) on December 15, 2016. A final prospectus related to
the offering will be filed with the SEC on or about December 16, 2016. Copies of the final
prospectus, when available, may be obtained at the SEC's website at
www.sec.gov, or by contacting Ladenburg Thalmann & Co. Inc. 570
Lexington Avenue, 11th Floor, New York, New York 10022 or by email at
prospectus@ladenburg.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About RXi Pharmaceuticals Corporation
RXi Pharmaceuticals Corporation (NASDAQ: RXII) is a
clinical-stage company developing innovative therapeutics that
address significant unmet medical needs. Building on the
pioneering discovery of RNAi, the Company's discovery and clinical
development programs are based on its proprietary self-delivering
RNAi (sd-rxRNA®) platform and Samcyprone™, a small molecule topical
immunomodulator. Current 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. RXi's robust pipeline, coupled with
an extensive patent portfolio, provides for multiple product and
business development opportunities across a broad spectrum of
therapeutic areas. We are committed to being a partner of choice
for academia, small companies, and large multinationals. We welcome
ideas and proposals for strategic alliances, including in- and
out-licensing opportunities, to advance and further develop
strategic areas of interest. Additional information may be found on
the Company's website, www.rxipharma.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about the offering. These forward-looking statements involve
significant risks, uncertainties and assumptions, including the
risk that the offering does not close. RXi Pharmaceuticals
Corporation does not undertake to update any of these
forward-looking statements to reflect a change in its views or
events or circumstances that occur after the date of this
release.
Contact
RXi Pharmaceuticals Corporation
Tamara McGrillen
508-929-3646
tmcgrillen@rxipharma.com
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SOURCE RXi Pharmaceuticals Corporation