Securities Registration: Employee Benefit Plan (s-8)
February 02 2017 - 5:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 2, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RXi PHARMACEUTICALS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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45-3215903
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508)
767-3861
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
RXi Pharmaceuticals Corporation 2012 Long Term Incentive Plan
(Full Title of the Plan)
Geert Cauwenbergh, Dr. Med. Sc.
President
RXi
Pharmaceuticals Corporation
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508)
767-3861
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Ryan
A. Murr, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
(415)
393-8373
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer,
and smaller reporting company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share (Common
Stock), to be issued under the RXi Pharmaceuticals Corporation 2012 Long Term Incentive Plan
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750,000
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$0.6275
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$470,625.00
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$54.54
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may be issued under the RXi Pharmaceuticals Corporation 2012 Long Term
Incentive Plan (the 2012 LTIP) to prevent dilution from stock splits, stock dividends and similar transactions.
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(2)
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Computed in accordance with Rule 457(h) of the Securities Act of 1933, as amended, based on the average of the high and low prices of the Common Stock as reported by The Nasdaq Capital Market on January 31, 2017 to
be $0.6449 and $0.61, respectively.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
PURSUANT TO GENERAL INSTRUCTION E OF FORM
S-8
This Registration Statement has been filed to register 750,000 additional shares of Common Stock to be offered pursuant to the 2012 LTIP.
Pursuant to Instruction E to Form
S-8,
the Registrant incorporates by reference the Registration Statements on Form
S-8
(No.
333-183633
and
No. 333-189522,
filed on August 30, 2012 and June 21, 2013, respectively), filed with the Securities and Exchange Commission, together with
all exhibits filed therewith or incorporated herein by reference.
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
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24
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Power of Attorney (contained on signature page hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form
S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, Commonwealth of
Massachusetts, on this 2
nd
day of February, 2017.
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RXi PHARMACEUTICALS CORPORATION
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By:
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/s/ Geert Cauwenbergh
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Geert Cauwenbergh, Dr. Med. Sc.
President, Chief Executive Officer and
acting Chief Financial
Officer
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Each person whose signature appears below constitutes and appoints Geert Cauwenbergh, as his or her true
and lawful
attorney-in-fact
and agent with full power to act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form
S-8
to be filed by RXi Pharmaceuticals Corporation, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact
and agent,
with full power to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said
attorney-in-fact
and agent, or his, her or their substitutes, may lawfully do or cause to be done by virtue hereof.
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.
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Signature
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Title
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Date
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/s/ Geert Cauwenbergh
Geert Cauwenbergh, Dr. Med. Sc.
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President, Chief Executive Officer and acting Chief
Financial Officer (Principal Executive Officer and Principal Financial Officer) and Director
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February 2, 2017
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/s/ Caitlin Kontulis
Caitlin Kontulis
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Director of Finance and Secretary
(Principal
Accounting Officer)
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February 2, 2017
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/s/ Robert J. Bitterman
Robert J. Bitterman
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Director
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February 2, 2017
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/s/ Keith L. Brownlie
Keith L. Brownlie
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Director
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February 2, 2017
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/s/ H. Paul Dorman
H. Paul Dorman
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Director
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February 2, 2017
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/s/ Curtis A. Lockshin
Curtis A. Lockshin
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Director
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February 2, 2017
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EXHIBIT INDEX
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP.
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23.1
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Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1).
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23.2
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Consent of BDO USA, LLP, Independent Registered Public Accounting Firm.
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24
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Power of Attorney (contained on signature page hereto).
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