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OMB APPROVAL |
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OMB Number: 3235-0145 |
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UNITED STATES |
Expires: February 28, 2009 |
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SECURITIES AND EXCHANGE COMMISSION |
Estimated average burden |
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Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No._______)*
RXi Pharmaceuticals Corp |
(Name of Issuer) |
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Common Stock, $0.0001 par value |
(Title of Class of Securities) |
March 1, 2013 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
Persons who respond to the collection of information contained
in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (3-06)
CUSIP No. 74979C105
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1. |
Names of Reporting Persons. Advanced
RNA Technologies, LLC
I.R.S. Identification Nos. of above persons (entities only). |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization Colorado |
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Number of |
5. Sole Voting Power |
41,259,266 |
Shares Bene- |
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ficially by |
6. Shared Voting Power |
0 |
Owned by Each |
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Reporting |
7. Sole Dispositive Power |
41,259,266 |
Person With: |
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8. Shared Dispositive Power |
0 |
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9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 41,259,266 |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) |
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11. |
Percent of Class Represented by Amount in Row (9) 12.8% (1) |
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12. |
Type of Reporting Person (See Instructions) OO |
| (1) | This percentage is based upon 321,627,134 shares of Common Stock outstanding as of March 12, 2013,
consisting of 158,670,223 shares of Common Stock outstanding as of November 9, 2012, as reported on the Quarterly Report on Form
10-Q as filed by the Issuer with the Securities and Exchange Commission on November 13, 2012, plus 112,956,911 shares of
shares of Common Stock issued pursuant to the Securities Purchase Agreement and 50,000,000 shares of Common Stock issued pursuant
to the Asset Purchase Agreement, each as described in the Current Report on Form 8-K as filed by the Issuer with the Securities
and Exchange Commission on March 7, 2013. |
INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
| (1) | Names and I.R.S, Identification Numbers of Reporting Persons—Furnish the full legal
name of each person for whom the report is filed—i.e., each person required to sign the schedule itself—including each
member of a group. Do not include the name of a person required to be identified in the report but who is not a reporting person.
Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see “SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G” below). |
| (2) | If any of the shares beneficially owned by a reporting person are held as a member of a group and
that membership is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes
a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)]. |
| (3) | The third row is for SEC internal use; please leave blank. |
| (4) | Citizenship or Place of Organization—Furnish citizenship if the named reporting person
is a natural person. Otherwise, furnish place of organization. |
| (5) | -(9), (11) Aggregate Amount Beneficially
Owned By Each Reporting Person, Etc.—Rows (5) through (9) inclusive,
and (11) are to be completed in accordance with the provisions of Item 4 of Schedule
13G. All percentages are to be rounded off to the nearest tenth (one place after decimal
point). |
| (10) | Check if the aggregate amount reported as beneficially owned in row (9) does not include shares
as to which beneficial ownership is disclaimed pursuant to Rule 13d-4 (17 CFR 240.13d-4] under the Securities Exchange Act of 1934. |
| (12) | Type of Reporting Person—Please classify each “reporting person” according
to the following breakdown (see Item 3 of Schedule 13G) and place the appropriate symbol on the form: |
Category |
Symbol |
Broker Dealer |
BD |
Bank |
BK |
Insurance Company |
IC |
Investment Company |
IV |
Investment Adviser |
IA |
Employee Benefit Plan, Pension Fund, or Endowment Fund |
EP |
Parent Holding Company/Control Person |
HC |
Savings Association |
SA |
Church Plan |
CP |
Corporation |
CO |
Partnership |
PN |
Individual |
IN |
Other |
OO |
Notes:
Attach as many copies
of the second part of the cover page as are needed, one reporting person per page.
Filing persons may,
in order to avoid unnecessary duplication, answer items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross references
to an item or items on the cover page(s). This approach may only be used where the cover page item or items provide all the disclosure
required by the schedule item. Moreover, such a use of a cover page item will result in the item becoming a part of the schedule
and accordingly being considered as “filed” for purposes of Section 18 of the Securities Exchange Act or otherwise
subject to the liabilities of that section of the Act.
Reporting persons
may comply with their cover page filing requirements by filing either completed copies of the blank forms available from the Commission,
printed or typed facsimiles, or computer printed facsimiles, provided the documents filed have identical formats to the forms prescribed
in the Commission’s regulations and meet existing Securities Exchange Act rules as to such matters as clarity and size (Securities
Exchange Act Rule 12b-l 2).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH
SCHEDULE 13G
Under Sections 13(d),
13(g), and 23 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, the Commission is authorized to
solicit the information required to be supplied by this schedule by certain security holders of certain issuers.
Disclosure of the
information specified in this schedule is mandatory, except for I.R.S. identification numbers, disclosure of which is voluntary.
The information will be used for the primary purpose of determining and disclosing the holdings of certain beneficial owners of
certain equity securities. This statement will be made a matter of public record. Therefore, any information given will be available
for inspection by any member of the public.
Because of the public
nature of the information, the Commission can use it for a variety of purposes, including referral to other governmental authorities
or securities self-regulatory organizations for investigatory purposes or in connection with litigation involving the Federal securities
laws or other civil, criminal or regulatory statutes or provisions. I.R.S, identification numbers, if furnished, will assist the
Commission in identifying security holders and, therefore, in promptly processing statements of beneficial ownership of securities.
Failure to disclose
the information requested by this schedule, except for I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules promulgated thereunder.
GENERAL INSTRUCTIONS
| A. | Statements filed pursuant to Rule 13d-1(b) containing the information required by this schedule
shall be filed not later than February 14 following the calendar year covered by the statement or within the time specified in
Rules 13d-1(b)(2) and 13d-2(c), Statements filed pursuant to Rule 13d-1(c) shall be filed within the time specified in Rules
13d-1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) shall be filed not later than February 14 following
the calendar year covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b). |
| B. | Information contained in a form which is required to be filed by rules under section 13(f) (15
U.S.C, 78m(f)) for the same calendar year as that covered by a statement on this schedule may be incorporated by reference in response
to any of the items of this schedule. If such information is incorporated by reference in this schedule, copies of the relevant
pages of such form shall be filed as an exhibit to this schedule. |
| C. | The item numbers and captions of the items shall be included but the text of the items is to be
omitted. The answers to the items shall be so prepared as to indicate clearly the coverage of the items without referring to the
text of the items. Answer every item. If an item is inapplicable or the answer is in the negative, so state. |
Item 1.
(a) Name of Issuer RXi Pharmaceuticals
Corp
(b) Address of Issuer’s
Principal Executive Offices 257 Simarano Drive, Suite 101, Marlborough, MA 01752
Item 2.
(a) Name of Person Filing Advanced
RNA Technologies, LLC
(b) Address of Principal Business
Office or, if none, Residence 1 Kendall Square, Bldg. 200, Suite 2203, Cambridge, MA 02139
(c) Citizenship
(d) Title of Class of Securities
Common Stock, $0.0001 par value
(e) CUSIP Number 74979C105
Item 3. If this statement is filed pursuant to §§240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
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(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
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(e) |
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person in accordance with §240.13d-1(b)(l)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
¨ |
A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j) |
¨ |
Group, in
accordance with §240.13d-1(b)(l)(ii)(J). |
Item 4. Ownership.
Provide the following
information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
41,259,266.
(b) Percent of class: 12.8%
(1).
(1) This percentage is based upon 321,627,134 shares
of Common Stock outstanding as of March 12, 2013, consisting of 158,670,223 shares of Common Stock outstanding as of November 9,
2012, as reported on the Quarterly Report on Form 10-Q as filed by the Issuer with the Securities and Exchange Commission on November
13, 2012, plus 112,956,911 shares of shares of Common Stock issued pursuant to the Securities Purchase Agreement and 50,000,000
shares of Common Stock issued pursuant to the Asset Purchase Agreement, each as described in the Current Report on Form 8-K as
filed by the Issuer with the Securities and Exchange Commission on March 7, 2013.
(c) Number of shares as to which
the person has:
| (i) | Sole power to vote or to direct
the vote 41,259,266. |
| (ii) | Shared power to vote or to direct the vote 0 . |
| (iii) | Sole power to dispose or to direct
the disposition of 41,259,266. |
| (iv) | Shared power to dispose or to direct the disposition
of 0 . |
Instruction. For computations
regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ¨.
Instruction: Dissolution of a group requires a response
to this item.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
If any other person
is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five
percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under
the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Item 7. | | Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company |
If a parent holding
company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary, If a parent holding company has filed this schedule pursuant
to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the
Group
If a group has filed
this schedule pursuant to §240.13d-1(b)(l)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity
and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution
of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions
in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Item 10. Certification
| (a) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
| (b) | The following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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February 23, 2015 |
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Date |
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/s/ |
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Signature |
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Alexey
Wolfson, Manager |
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Name/Title |
The original statement
shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided,
however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties
for whom copies are to be sent.
Attention: Intentional misstatements
or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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