Securities Registration (section 12(b)) (8-a12b)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

RXi Pharmaceuticals Corporation

(Exact name of registrant as specified in its charter)

Delaware

45-3215903

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

257 Simarano Drive, Suite 101, Marlborough, Massachusetts 01752

(Address of Principal Executive Offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Common Stock Warrants (expiring December 21, 2021)

The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number file number to which this form relates:

333-214199 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None

Item 1. Description of Registrant’s Securities to be Registered.

RXi Pharmaceuticals Corporation (the “Registrant”) hereby incorporates by reference the description of its common stock warrants to be registered hereunder, contained under the heading “Description of Securities – Description of Warrants Included in the Units” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-214199), as originally filed with the Securities and Exchange Commission (the “Commission”) on October 21, 2016 (the “Registration Statement”), and in the prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which prospectus shall be deemed to be incorporated by reference herein.

Item 2. Exhibits.


		Incorporated by Reference Herein
Exhibit Number	Description	Form	Date

1.1	Form of Underwriting Agreement	Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-214199)	December 14, 2016

3.1	Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.	Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-177498)	February 7, 2012

3.2	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.	Current Report on Form 8-K (File No. 000-54910)	July 22, 2013

3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.	Registration Statement on Form S-1 (File No. 333-203389)	April 13, 2015

3.4	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.	Current Report on Form 8-K (File No. 000-54910)	April 14, 2016

3.5	Amended and Restated Bylaws of RXi Pharmaceuticals Corporation.	Quarterly Report on Form 10-Q (File No. 333-177498)	May 14, 2012

3.6	Form of Certificate of Designation of the Series B Convertible Preferred Stock	Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-214199)	December 14, 2016

4.1	Form of Warrant	Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-214199)	December 14, 2016

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.