RXII Rxi Pharmaceuticals Corp. (MM)

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

  SCHEDULE 13G

RXi Pharmaceuticals Corporation (“ Issuer ”)

257 Simarano Drive, Suite 101

Marlborough, Massachusetts 01752

Lincoln Park Capital Fund, LLC (“ LPC Fund ”)

Lincoln Park Capital, LLC (“ LPC ”)

Rockledge Capital Corporation (“ RCC ”)

Joshua B. Scheinfeld (“ Mr. Scheinfeld ”)

Alex Noah Investors, Inc. (“ Alex Noah ”)

Jonathan I. Cope (“ Mr. Cope ” and, collectively with LPC Fund, LPC, RCC, Mr. Scheinfeld and Alex Noah, the “ Reporting Persons ”)

The address of the principal business office of each of the Reporting Persons is:

440 North Wells, Suite 410

Chicago, Illinois 60654

LPC Fund is an Illinois limited liability company

LPC is an Illinois limited liability company

RCC is a Texas corporation

Mr. Scheinfeld is a United States citizen

SCHEDULE 13G

Alex Noah is an Illinois corporation

Mr. Cope is a United States citizen

Common Stock, $0.0001 par value (“ Common Stock ”)

74979C808

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution ______________________

SCHEDULE 13G

As of April 9, 2018, LPC Fund owned, directly, the following securities of the Issuer: (i) 393,552 shares of outstanding Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund; (ii) a warrant to purchase up to 283,239 shares of Common Stock, subject to a 9.99% beneficial ownership cap, acquired by LPC Fund in the Issuer’s private placement of warrants to purchase Common Stock on April 9, 2018 (the “April 2018 Warrant”); (iii) a warrant to purchase up to 222,223 shares of Common Stock, subject to a 4.99% beneficial ownership cap (which, by notice to the Issuer dated April 10, 2018, LPC Fund has elected to increase from 4.99% to 9.99%, effective 61 days after such notice date), acquired by LPC Fund in December 2017 (the “December 2017 Warrant”); and (iv) a warrant to purchase up to 6,250 shares of Common Stock, subject to a 4.99% beneficial ownership cap (which, by notice to the Issuer dated April 10, 2018, LPC Fund has elected to increase from 4.99% to 9.99%, effective 61 days after such notice date), acquired by LPC Fund in June 2015 (the “June 2015 Warrant” which, collectively with the April 2018 Warrant and the December 2017 Warrant, the “Warrants”).

Accordingly, as of April 9, 2018, LPC Fund directly beneficially owned an aggregate of approximately 428,638 shares of Common Stock, consisting of: (i) 393,552 shares of outstanding Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund; and (ii) 35,448 shares of Common Stock, representing the approximate maximum number of shares of Common Stock that may be acquired by LPC Fund as of April 9, 2018 upon exercise of the April 2018 Warrant without exceeding the 9.99% beneficial ownership limitation on the exercise of such warrant contained therein.

SCHEDULE 13G

Due to the number of shares of outstanding Common Stock owned by LPC Fund as of April 9, 2018, which represented approximately 9.25% of the then outstanding shares of Common Stock, after giving effect to the Issuer’s public offering of Common Stock and concurrent private placement of warrants to purchase Common Stock on April 9, 2018 to certain investors, including LPC Fund, neither the December 2017 Warrant nor the June 2015 Warrant were exercisable by LPC Fund as of April 9, 2018, due to the 4.99% beneficial ownership limitations on the exercise of such warrants that were then in effect (which will remain in effect until the election to increase such percentage beneficial ownership limitation to 9.99% made by LPC Fund on April 10, 2018 becomes effective).

LPC is the Managing Member of LPC Fund.  RCC and Alex Noah are the Managing Members of LPC.  Mr. Scheinfeld is the president and sole shareholder of RCC, as well as a principal of LPC.  Mr. Cope is the president and sole shareholder of Alex Noah, as well as a principal of LPC. As a result of the foregoing, Mr. Scheinfeld and Mr. Cope have shared voting and shared investment power over the shares of Common Stock of the Issuer held directly by LPC Fund.

Pursuant to Section 13(d) of the Act and the rules thereunder, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer held directly by LPC Fund.

Pursuant to Rule 13d-4 of the Act, each of LPC, RCC, Mr. Scheinfeld, Alex Noah, and Mr. Cope disclaims beneficial ownership of the shares of Common Stock of the Issuer held directly by LPC Fund.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .

Not applicable.

Not applicable.

Not applicable.

SCHEDULE 13G

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  April 12, 2018

LIST OF EXHIBITS