UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 20, 2015

 

 

RXi PHARMACEUTICALS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-54910   45-3215903

(State or other jurisdiction of

incorporation or organization)

   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

257 Simarano Drive, Suite 101

Marlborough, Massachusetts 01752

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (508) 767-3861

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 8.01 below is incorporated herein by reference.

 

Item 8.01 Other Events.

On March 20, 2015, RXi Pharmaceuticals Corporation (the “Company”) entered into an exchange agreement (the “Exchange Agreement”) with Tang Capital Partners, LP (“TCP”) pursuant to which TCP exchanged a total of 2,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) for a like number of shares of Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”). The terms of the Series A-1 Preferred Stock are identical in all respects to the Series A Preferred Stock, other than the elimination of cash penalties that would potentially be due and payable upon the failure of the Company to have enough shares of its Common Stock available to permit the conversion of Series A Preferred Stock into Common Stock. As a result of the elimination of this penalty, the Company will recognize a decrease of $2 million in the face value of the Series A Preferred Stock and a corresponding increase in the face value of the Series A-1 Preferred Stock, which will be reflected on the Company’s balance sheet as of March 31, 2015 and will result in the addition of $2 million to stockholders’ equity.

The issuance of the Series A-1 Preferred Stock under the Exchange Agreement was not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company issued the Series A-1 Preferred Stock in a transaction exempt from the registration requirements of the Securities Act by virtue of the exemption provided for in Section 3(a)(9) of the Act for securities exchanged by the issuer with an existing security holder. No commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.

*            *             *

 

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RXi PHARMACEUTICALS CORPORATION
Date: March 24, 2015 By: /s/ Geert Cauwenbergh
Geert Cauwenbergh, Dr. Med. Sc.
Chief Executive Officer
RXI Pharmaceuticals Corporation (NASDAQ:RXII)
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