Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On April 9, 2018, RXi
Pharmaceuticals Corporation (the Company) entered into a securities purchase agreement with certain institutional and accredited investors (the Purchase Agreement) relating to the offering and sale of 1,510,604 shares of
Company common stock, par value $0.0001 per share (the Common Stock) at a purchase price of $3.15 per share (the Offering). Concurrently with the Offering, and pursuant to the Purchase Agreement, the Company also commenced a
private placement whereby it issued and sold warrants (the Warrants) exercisable for an aggregate of 1,132,953 shares of Common Stock, which represents 75% of the shares of Common Stock sold in the Offering, with a purchase price of
$0.125 per underlying warrant share and with an exercise price of $3.15 per share (the Private Placement). Subject to certain ownership limitations, the Warrants are exercisable upon issuance. The Warrants will expire on the earlier of
(i) five years after the date on which a registration statement registering the shares of Common Stock underlying the Warrants (the Warrant Shares) for resale becomes effective or (ii) the 5.5 year anniversary of the date
of issuance. None of the Warrants, nor the Warrants Shares, have been registered with the Securities and Exchange Commission. In addition, the Company has agreed to register the Warrant Shares within 30 calendar days of April 9, 2018.
The Offering and Private Placement closed on April 11, 2018.
The 1,510,604 shares of Common Stock sold in the Offering (but not the Warrants or the Warrant Shares) were offered and sold pursuant to a prospectus, dated
April 6, 2018, and a prospectus supplement dated April 9, 2018, in connection with a takedown from the Companys shelf registration statement on Form
S-3
(File
No. 333-224031).
The Warrants and the Warrant Shares were sold and issued without registration under the
Securities Act of 1933, as amended (the Securities Act), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the
Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
Engagement Letter
The Company also entered into an engagement letter with H.C. Wainwright & Co., LLC (Wainwright), dated March 16, 2018 (the
Engagement Letter), pursuant to which Wainwright agreed to serve as exclusive placement agent for the issuance and sale of the shares of Common Stock and Warrants. The Company has agreed to pay Wainwright an aggregate fee equal to 7.5%
of the gross proceeds received by us from the sale of the securities in the Offering and Private Placement. Pursuant to the Engagement Letter, the Company also agreed to grant to Wainwright, or its designees, warrants to purchase up to 5% of the
aggregate number of shares sold in the transactions (each a Placement Agent Warrant). The Company also agreed to reimburse Wainwright for non-accountable expenses of $25,000, pay a management fee equal to 1% of the gross proceeds raised
in the Offering and legal fees and other out-of-pocket expenses of $100,000. The Engagement Letter has indemnity and other customary provisions for transactions of this nature. The Placement Agent Warrants have substantially the same terms as the
investor Warrants, except that the exercise price of the Placement Agent Warrants is $4.0546 per share and the term of the Placement Agent Warrants is five years. The Placement Agent Warrants, and the shares issuable upon exercise thereof, will be
issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws.
The foregoing description of the Purchase Agreement, the Warrants, the Engagement Letter and the Placement Agent Warrants are not complete and are qualified
in their entirety by references to the full text of the Purchase Agreement, the Warrants, the Engagement Letter and the Placement Agent Warrants which are filed as exhibits to this report and are incorporated by reference herein.
A copy of the opinion of Gibson, Dunn & Crutcher LLP relating to the validity of the securities issued in the Offering is filed herewith as Exhibit
5.1.