MARLBOROUGH, Mass.,
Jan. 5, 2018 /PRNewswire/ -- RXi Pharmaceuticals Corporation
(NASDAQ: RXII), a clinical-stage company developing a new class of
RNAi-based therapeutics, today announced a reverse stock split of
its shares of common stock at a ratio of 1-for-10. The reverse
stock split will become effective at 12:01
a.m. Eastern Time on January 8,
2018, and shares of RXi Pharmaceuticals common stock will
trade on a post-split basis on the Nasdaq Capital Market under the
Company's existing trading symbol, "RXII," at the market open on
January 8, 2018. The new CUSIP number
for the Company's common stock following the reverse stock split
will be 74979C808. In addition, pursuant to their terms, a
proportionate adjustment will be made to the per share exercise
prices and number of shares issuable under all of the Company's
outstanding stock options and warrants to purchase shares of common
stock. This includes adjustments made to the warrants that are
currently trading on the Nasdaq Capital Market under the Company's
trading symbol, "RXIIW". These warrants will trade on a post-split
basis under the same trading symbol at the market open on
January 8, 2018 and have a new CUSIP
number—74979C121.
As previously reported, RXi Pharmaceuticals currently has until
January 29, 2018 to regain compliance
with the Nasdaq Stock Market's minimum bid price requirement, and,
to regain compliance, RXi Pharmaceuticals common stock must have a
minimum bid price per share of at least $1.00 for 10 consecutive business days. The
principal reason for the reverse stock split is to increase the per
share trading price of the Company's common stock in order to help
ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement.
However, there can be no assurance that the reverse stock split
will have the desired effect of sufficiently raising the bid price
of RXi Pharmaceuticals common stock for the required period.
"The Board and Management of RXi Pharmaceuticals have
carefully evaluated the positive and negative aspects that are
associated with a reverse split, and in recent months several
unsolicited comments on that topic have been received from
individual shareholders as well as investment funds and investment
bankers," said Dr. Geert
Cauwenbergh, President and CEO of RXi Pharmaceuticals,
adding that, "After taking all these comments in favor of or
against a reverse split into account, the Board and the Management
came to the conclusion that the best path forward is to implement a
reverse split at a 1-for-10 ratio. Among the many arguments that
were considered, the three most important are (1) that a listing on
a national exchange has the potential to provide for additional
value in any discussions regarding potential business development
opportunities and strategic transactions; (2) that more long-term
oriented biotech funds may consider a share price of several
dollars as a requirement to consider an investment in a small
biotech company; and (3) that a reverse split and the corresponding
higher share price has the potential to create an environment that
fosters lower share price volatility, on the basis of which shares
can better appreciate in value as a result of positive news."
The reverse stock split was approved by RXi Pharmaceuticals'
stockholders at the Company's annual stockholder meeting held on
June 6, 2017 and the Board of
Directors was authorized to implement the reverse stock split and
determine the ratio of the split within a range of not less than
1-for-2 or greater than 1-for-40. Thereafter, the Board of
Directors determined to fix the ratio for the reverse stock split
at 1-for-10.
At the effective time of the reverse stock split, every ten (10)
shares of RXi Pharmaceuticals common stock will be combined into
one (1) share of RXi Pharmaceuticals common stock. This will reduce
the Company's issued and outstanding common stock from
approximately 24.3 million shares to approximately 2.4 million
shares. The reverse stock split will also proportionately adjust
outstanding options issued under the Company's equity incentive
plan and outstanding warrants to purchase common stock, including
listed warrants trading on the Nasdaq Capital Market, as discussed
above.
No fractional shares of common stock will be issued as a result
of the reverse stock split and instead holders of RXi
Pharmaceuticals common stock will receive a cash payment in lieu of
fractional shares to which they would otherwise be entitled. After
the effective time of the reverse stock split, shareholders with
shares held in certificate form will receive a Letter of
Transmittal and instructions from RXi Pharmaceuticals' transfer
agent, Computershare, Inc. Shareholders that hold shares in
book-entry form or hold their shares in brokerage accounts are not
required to take any action and will see the impact of the reverse
stock split reflected in their accounts. Beneficial holders of RXi
Pharmaceuticals common stock are encouraged to contact their bank,
broker, custodian or other nominee with questions regarding
procedures for processing the reverse stock split.
Additional information regarding RXi Pharmaceuticals' reverse
stock split is available in the definitive proxy statement, filed
April 27, 2017, and Form 8-K filed
today by RXi Pharmaceuticals with the U.S. Securities and Exchange
Commission.
About RXi Pharmaceuticals Corporation
RXi Pharmaceuticals Corporation (NASDAQ: RXII) is a
clinical-stage company developing innovative therapeutics that
address significant unmet medical needs. Building on the
pioneering discovery of RNAi, scientists at RXi have harnessed the
naturally occurring RNAi process which can be used to "silence" or
down-regulate the expression of a specific gene that may be
overexpressed in a disease condition. RXi developed a robust
RNAi therapeutic platform, including self-delivering RNA
(sd-rxRNA®) compounds, that have the ability to highly selectively
block the expression of any target in the genome, thus providing
applicability to many therapeutic areas. Our current programs
include dermatology, ophthalmology, and cell-based
immunotherapy. RXi's extensive patent portfolio provides for
multiple product and business development opportunities across a
broad spectrum of therapeutic areas, and we actively pursue
research collaborations, partnering and out-licensing opportunities
with academia and pharmaceutical companies. For additional
information, visit the Company's website, www.rxipharma.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about: our ability to realize any anticipated benefits from the
reverse stock split, including attracting new investors and
retaining our NASDAQ listing; our ability to consummate any
strategic transactions; our ability to successfully develop
RXI-109, Samcyprone™ and our other product candidates (collectively
"our product candidates"); the future success of our clinical
trials with our product candidates; the timing for the commencement
and completion of clinical trials; our ability to enter into
strategic partnerships and the future success of these strategic
partnerships; and our ability to deploy our sd-rxRNA® technology
through partnerships, as well as the prospects of these
partnerships to provide positive returns. Forward-looking
statements about expectations and development plans of RXi's
product candidates and partnerships involve significant risks and
uncertainties, including the following: risks that we may not be
able to successfully develop and commercialize our product
candidates; risks that product development and clinical studies may
be delayed, not proceed as planned and/or be subject to significant
cost over-runs; risks related to the development and
commercialization of products by competitors; risks related to our
ability to control the timing and terms of collaborations with
third parties; and risks that other companies or organizations may
assert patent rights preventing us from developing or
commercializing our product candidates. Additional risks are
detailed in our most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q under the caption "Risk
Factors." Readers are urged to review these risk factors and
to not act in reliance on any forward-looking statements, as actual
results may differ from those contemplated by our forward-looking
statements. RXi does not undertake to update forward-looking
statements to reflect a change in its views, events or
circumstances that occur after the date of this release.
Contact
RXi Pharmaceuticals Corporation
Tamara McGrillen
508-929-3646
tmcgrillen@rxipharma.com
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SOURCE RXi Pharmaceuticals Corporation