Item 1.01. Entry into a Material Definitive Agreement.
On October 1, 2018, RXi Pharmaceuticals
Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with
H.C. Wainwright & Co., LLC, as representative of the several underwriters identified therein (collectively, the “Underwriters”),
pursuant to which the Company agreed to issue and sell, in a registered public offering of the Company (the “Offering”),
(i) 3,725,714 Units (the “Units”), consisting of one share of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) and one warrant to purchase one share of Common Stock (the “Warrants”) and (ii)
17,702,858 Pre-Funded Units (the “Pre-Funded Units”), consisting of one Pre-Funded Warrant to purchase one share of
Common Stock (the “Pre-Funded Warrants”) and one Warrant, which closed on October 3, 2018. The offering price was $0.70
per Unit and $0.69 per Pre-Funded Unit.
The Warrants included in the Units and the
Pre-Funded Units are immediately exercisable at a price of $0.70 per share of Common Stock, subject to adjustment in certain circumstances,
and expire seven years from the date of issuance. The shares of Common Stock, or Pre-Funded Warrants in the case of the Pre-Funded
Units, and the Warrants were offered together, but the securities contained in the Units and the Pre-Funded Units were issued separately.
The Pre-Funded Units were offered and sold
to purchasers whose purchase of Units in the Offering would otherwise result in the purchaser, together with its affiliates and
certain related parties, beneficially owning more than 4.99% of the Company’s outstanding Common Stock immediately following
the consummation of this Offering. Each Pre-Funded Warrant contained in a Pre-Funded Unit is exercisable for one share of Common
Stock at an exercise price of $0.01 per Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised
at any time until all of the Pre-Funded Warrants are exercised in full.
The Underwriting Agreement contains customary
representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting
Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers,
and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933,
as amended (the “Securities Act”), and affords certain rights of contribution with respect thereto.
The net proceeds to the Company from the
Offering is approximately $13.3 million, including proceeds of $0.01 per Pre-Funded Warrant from the assumed exercise of all of
the Pre-Funded Warrants sold in this Offering and excluding the proceeds, if any, from the exercise of the Warrants sold in this
Offering, and after deducting underwriting discounts and commissions and payment of other estimated expenses associated with the
Offering that are payable by the Company. The Company intends to use substantially all of the net proceeds of the Offering primarily
for the development of the Company’s immuno-oncology program, for other research and development activities and for general
working capital.
Pursuant to the Underwriting Agreement,
the Company, upon closing of the Offering, issued to the Underwriter warrants to purchase up to 1,607,143 shares of Common Stock
(the “Underwriter Warrants”), or 7.5% of the aggregate number of shares of Common Stock and Pre-Funded Warrants sold
in the Offering. The Underwriter Warrants are immediately exercisable at a price of $0.875 per share of Common Stock, subject to
adjustment in certain circumstances, may be exercised on a cashless basis under certain circumstances, and expire on October 1,
2023.
Registration statements on Form S-1 relating
to the Offering (File Nos. 333-227173 and 333-227617) were declared effective by the Securities and Exchange Commission on September
28, 2018 and October 1, 2018, respectively. The Offering was made only by means of a prospectus forming a part of the effective
registration statement.
The foregoing descriptions of the Underwriting
Agreement, the Warrants, the Pre-Funded Warrants and the Underwriter Warrants are not complete and are qualified in their entirety
by reference to the full text of the Underwriting Agreement and the forms of the Warrant, the Pre-Funded Warrant and Underwriter
Warrants, copies of which are filed as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3 to this Current Report on Form 8-K
and hereby incorporated by reference herein.