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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Rxi Pharmaceuticals Corp. (MM) | NASDAQ:RXII | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.3302 | 0.32 | 0.33 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on October 2, 2018
Registration No. 333-227173
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RXi PHARMACEUTICALS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
2834 (Primary Standard Industrial Classification Code Number) |
45-3215903 (I.R.S. Employer Identification Number) |
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508) 767-3861
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Geert Cauwenbergh, Dr. Med. Sc.
President
RXi Pharmaceuticals Corporation
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508) 767-3861
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Ryan A. Murr Gibson, Dunn & Crutcher LLP 555 Mission Street, Suite 3000 San Francisco, CA 94105 Telephone: (415) 393-8373 Facsimile: (415) 374-8430 |
Oded Har-Even Robert V. Condon III Zysman, Aharoni, Gayer and Sullivan & Worcester LLP 1633 Broadway, 32 nd Floor New York, NY 10019 Telephone: (212) 660-5003 Facsimile: (212) 660-3001 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-227173
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-1 Registration Statement (333-227173) is filed pursuant to Rule 462(d) of the Securities Act of 1933, as amended (the “ Securities Act ”), solely to add exhibits to the previously effective Registration Statement by removing the previously filed Exhibit 5.1 and replacing it with Exhibit 5.1 filed herewith in order to reflect an increase in the number of securities covered by the legal opinion of Gibson, Dunn & Crutcher LLP. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part II Item 16(a) of the Registration Statement on Form S-1 setting forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
1 |
PART II
Information Not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules
Financial Statement Schedules
Certain schedules are omitted because they are not applicable, or are not required by smaller reporting companies.
Exhibits
II- 1 |
3.8 | Certificate Eliminating the Series A-1 Convertible Preferred Stock from the Certificate of Incorporation of RXi Pharmaceuticals Corporation. | Quarterly Report on Form 10-Q (File No. 001-36304) | November 12, 2015 |
3.9 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation. | Current Report on Form 8-K (File No. 001-36304) | April 15, 2016 |
3.10 | Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of RXi Pharmaceuticals Corporation. | Current Report on Form 8-K (File No. 001-36304) | December 21, 2016 |
3.11 | Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock of RXi Pharmaceuticals Corporation. | Current Report on Form 8-K (File No. 001-36304) | January 10, 2017 |
3.12 | Certificate Eliminating the Series B Convertible Preferred Stock from the Certificate of Incorporation of RXi Pharmaceuticals Corporation. | Quarterly Report on Form 10-Q (File No. 001-36304) | November 8, 2017 |
3.13 | Certificate Eliminating the Series C Convertible Preferred Stock from the Certificate of Incorporation of RXi Pharmaceuticals Corporation. | Quarterly Report on Form 10-Q (File No. 001-36304) | November 8, 2017 |
3.14 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation. | Current Report on Form 8-K (File No. 001-36304) | January 5, 2018 |
3.15 | Amended and Restated Bylaws of RXi Pharmaceuticals Corporation. | Current Report on Form 8-K (File No. 001-36304) | June 9, 2017 |
4.1 | Form of Warrant. | Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-203389) | May 21, 2015 |
4.2 | Form of Warrant. | Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-214199) | December 14, 2016 |
4.3 | Form of Warrant. | Current Report on Form 8-K (File No. 333-214199) | April 11, 2018 |
4.4 | Form of Placement Agent Warrant. | Current Report on Form 8-K (File No. 333-214199) | April 11, 2018 |
4.5 | Form of Warrant. | Registration Statement on Form S-1 (File No. 333-227173) | September 28, 2018 |
4.6 | Form of Pre-Funded Warrant. | Registration Statement on Form S-1 (File No. 333-227173) | September 28, 2018 |
5.1 | Opinion of Gibson, Dunn & Crutcher LLP regarding the securities being registered.* |
II- 2 |
II- 3 |
10.13 | Registration Rights Agreement, dated August 8, 2017, between RXi Pharmaceuticals Corporation and Lincoln Park Capital Fund, LLC. | Current Report on Form 8-K (File No. 001-36304) | August 9, 2017 |
10.14 | Purchase Agreement, dated August 8, 2017, between RXi Pharmaceuticals Corporation and Lincoln Park Capital Fund, LLC. | Registration Statement on Form S-1 (File No. 333-220062) | August 18, 2017 |
10.15 | Securities Purchase Agreement, dated April 9, 2018, by and between the Company and the Purchasers therein. | Current Report on Form 8-K (File No. 333-214199) | April 11, 2018 |
23.1 | Consent of BDO USA, LLP, an Independent Registered Public Accounting Firm. | Registration Statement on Form S-1 (File No. 333-227173) | September 14, 2018 |
23.2 | Consent of Gibson, Dunn & Crutcher LLP.* | Included in Exhibit 5.1 | |
24.1 | Powers of Attorney. | Registration Statement on Form S-1 (File No. 333-227173) | August 31, 2018 |
* | Filed herewith. |
** | Indicates a management contract or compensatory plan or arrangement. |
+ | Confidential treatment has been requested or granted for certain portions which have been blanked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission. |
II- 4 |
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Marlborough, Massachusetts, on October 2, 2018.
RXi PHARMACEUTICALS CORPORATION | |||
By: | /s/ Geert Cauwenbergh | ||
Geert Cauwenbergh, Dr. Med. Sc. | |||
President, Chief Executive Officer and acting Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
/s/ Geert Cauwenbergh Geert Cauwenbergh, Dr. Med. Sc. |
President, Chief Executive Officer, Acting Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer) |
October 2, 2018 | ||
/s/ Caitlin Kontulis Caitlin Kontulis |
Senior Director of Finance and Secretary (Principal Accounting Officer) |
October 2, 2018 | ||
* Robert J. Bitterman |
Director | October 2, 2018 | ||
* Keith L. Brownlie |
Director | October 2, 2018 | ||
* H. Paul Dorman |
Director | October 2, 2018 | ||
* Jonathan E. Freeman, Ph.D. |
Director | October 2, 2018 | ||
* Curtis A. Lockshin, Ph.D. |
Director | October 2, 2018 | ||
*By: /s/ Geert Cauwenbergh | ||||
Geert Cauwenbergh, Dr. Med. Sc | ||||
Attorney-in-fact |
II- 5 |
1 Year RXI Pharmaceuticals Corporation Chart |
1 Month RXI Pharmaceuticals Corporation Chart |
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