MARLBOROUGH, Mass.,
April 9, 2018 /PRNewswire/
-- RXi Pharmaceuticals Corporation (NASDAQ: RXII), a
biotechnology company developing immuno-oncology therapeutics based
on its proprietary self-delivering RNAi (sd-rxRNA®)
therapeutic platform, announced today that it has entered into
definitive agreements with several institutional and accredited
investors for the purchase of 1,510,604 shares of its common stock,
at a purchase price per share of $3.24375, for gross proceeds
of approximately $4.9 million, in a registered direct offering
priced at-the-market. Additionally, RXi has also agreed to issue to
the investors unregistered warrants to purchase up to 1,132,953
shares of common stock. The closing of the offering is expected to
take place on or about April 11, 2018, subject to the
satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as the exclusive
placement agent for the offering.
The warrants have an exercise price of $3.15 per share of common stock, shall be
exercisable immediately and will expire on the earlier of five and
one-half years from the issuance date and 5 years from the date a
registration statement registering the shares of common stock
underlying the warrants becomes effective.
Net proceeds, after deducting the placement agent's fee and
other estimated offering expenses payable by RXi, are expected to
be approximately $4.1 million. RXi intends to use the net
proceeds from this offering for general corporate purposes,
including but, not limited to, funding its preclinical and clinical
development, other research and development activities and for
general and administrative expenses.
The shares of common stock (but not the warrants or the shares
of common stock underlying the warrants) are being offered by the
Company pursuant to a "shelf" registration statement on Form S-3
that was filed and declared effective by the Securities and
Exchange Commission ("SEC") on April 6,
2018 and the base prospectus contained therein (File No.
333-224031). The offering of the shares of common stock will be
made only by means of a prospectus supplement that form a part of
the registration statement.
A prospectus supplement and accompanying base prospectus
relating to the shares of common stock being offered will be filed
with the SEC. Copies of the final prospectus supplement and
accompanying base prospectus may be obtained, when available, on
the SEC's website at http://www.sec.gov or by
contacting H.C. Wainwright & Co., LLC at 430 Park
Avenue, 3rd Floor, New York, NY 10022, by phone at
646-975-6996 or e-mail at placements@hcwco.com.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the shares of common stock underlying the warrants, have not
been registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying shares of common stock may
not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
jurisdiction.
About RXi Pharmaceuticals
RXi Pharmaceuticals Corporation (NASDAQ: RXII) a biotechnology
company developing immuno-oncology therapeutics based on its
self-delivering RNAi (sd-rxRNA®) therapeutic platform.
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 sd-rxRNA
compounds, that has the potential to highly selectively block the
expression of any target in the genome, thus providing
applicability to many therapeutic areas. 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 expectation regarding closing of the offering, our
ability to successfully develop RXI-109, Samcyprone™, RXI-762,
RXI-804 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
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SOURCE RXi Pharmaceuticals Corporation