Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
October 02 2018 - 5:30PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on October 2, 2018
Registration
No. 333-227173
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT No. 1 to
FORM S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RXi PHARMACEUTICALS CORPORATION
(Exact name of Registrant as specified
in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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2834
(Primary Standard Industrial
Classification Code Number)
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45-3215903
(I.R.S. Employer
Identification Number)
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257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508) 767-3861
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
Geert Cauwenbergh, Dr. Med. Sc.
President
RXi Pharmaceuticals Corporation
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508) 767-3861
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
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Ryan A. Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
Telephone: (415) 393-8373
Facsimile: (415) 374-8430
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Oded Har-Even
Robert V. Condon III
Zysman, Aharoni, Gayer and Sullivan &
Worcester LLP
1633 Broadway, 32
nd
Floor
New York, NY 10019
Telephone: (212) 660-5003
Facsimile: (212) 660-3001
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Approximate date
of commencement of proposed sale to the public:
As soon as practicable
after the effective date of this Registration Statement.
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box.
☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☒ 333-227173
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
This Registration Statement shall become effective upon filing
with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
This Post-Effective
Amendment No. 1 to Form S-1 Registration Statement (333-227173) is filed pursuant to Rule 462(d) of the Securities Act of 1933,
as amended (the “
Securities Act
”), solely to add exhibits to the previously effective Registration Statement
by removing the previously filed Exhibit 5.1 and replacing it with Exhibit 5.1 filed herewith in order to reflect an increase in
the number of securities covered by the legal opinion of Gibson, Dunn & Crutcher LLP. Accordingly, this Post-Effective Amendment
No. 1 consists only of a facing page, this explanatory note and Part II Item 16(a) of the Registration Statement on Form S-1 setting
forth the exhibits to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration
Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately
upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by
reference.
PART
II
Information
Not Required in Prospectus
Item 16.
Exhibits and Financial Statement Schedules
Financial Statement Schedules
Certain schedules are omitted because they
are not applicable, or are not required by smaller reporting companies.
Exhibits
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Exhibit
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Incorporated by Reference Herein
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Number
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Description
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Form
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Date
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1.1
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Form of Underwriting Agreement.
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Registration Statement on Form S-1 (File No. 333-227173)
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September 28, 2018
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2.1
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Asset Purchase Agreement, dated March 1, 2013, between RXi Pharmaceuticals Corporation and OPKO Health, Inc.
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Quarterly Report on Form 10-Q (File No. 000-54910)
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May 15, 2013
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2.2
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Stock Purchase Agreement, dated January 6, 2017, by and among RXi Pharmaceuticals Corporation, RXi Merger Sub, LLC, MirImmune Inc., certain shareholders named therein and Alexey Wolfson, Ph.D., in his capacity as Sellers’ Representative.
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Current Report on Form 8-K (File No. 001-36304)
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January 10, 2017
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3.1
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Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-177498)
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February 7, 2012
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3.2
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Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of RXi Pharmaceuticals Corporation.
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Amendment No. 4 to the Registration Statement Form S-1 (File No. 333-177498)
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February 7, 2012
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3.3
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Current Report on Form 8-K (File No. 000-54910)
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July 22, 2013
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3.4
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Certificate of Designations, Preferences and Rights of Series A-1 Convertible Preferred Stock of RXi Pharmaceuticals Corporation.
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Quarterly Report on Form 10-Q (File No. 000-54910)
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August 14, 2013
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3.5
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Certificate of Increase, filed with the Secretary of State of the State of Delaware on January 24, 2014.
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Current Report on Form 8-K (File No. 000-54910)
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January 24, 2014
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3.6
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Registration Statement on Form S-1 (File No. 333-203389)
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April 13, 2015
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3.7
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Certificate Eliminating the Series A Convertible Preferred Stock from the Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Quarterly Report on Form 10-Q (File No. 001-36304)
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November 12, 2015
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3.8
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Certificate Eliminating the Series A-1 Convertible Preferred Stock from the Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Quarterly Report on Form 10-Q (File No. 001-36304)
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November 12, 2015
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3.9
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Current Report on Form 8-K (File No. 001-36304)
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April 15, 2016
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3.10
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Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of RXi Pharmaceuticals Corporation.
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Current Report on Form 8-K (File No. 001-36304)
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December 21, 2016
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3.11
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Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock of RXi Pharmaceuticals Corporation.
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Current Report on Form 8-K (File No. 001-36304)
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January 10, 2017
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3.12
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Certificate Eliminating the Series B Convertible Preferred Stock from the Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Quarterly Report on Form 10-Q (File No. 001-36304)
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November 8, 2017
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3.13
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Certificate Eliminating the Series C Convertible Preferred Stock from the Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Quarterly Report on Form 10-Q (File No. 001-36304)
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November 8, 2017
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3.14
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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Current Report on Form 8-K (File No. 001-36304)
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January 5, 2018
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3.15
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Amended and Restated Bylaws of RXi Pharmaceuticals Corporation.
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Current Report on Form 8-K (File No. 001-36304)
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June 9, 2017
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4.1
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Form of Warrant.
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Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-203389)
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May 21, 2015
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4.2
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Form of Warrant.
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Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-214199)
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December 14, 2016
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4.3
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Form of Warrant.
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Current Report on Form 8-K (File No. 333-214199)
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April 11, 2018
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4.4
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Form of Placement Agent Warrant.
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Current Report on Form 8-K (File No. 333-214199)
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April 11, 2018
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4.5
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Form of Warrant.
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Registration Statement on Form S-1 (File No. 333-227173)
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September 28, 2018
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4.6
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Form of Pre-Funded Warrant.
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Registration Statement on Form S-1 (File No. 333-227173)
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September 28, 2018
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5.1
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Opinion of Gibson, Dunn & Crutcher LLP regarding the securities being registered.*
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10.1
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Patent and Technology Assignment Agreement between RXi Pharmaceuticals Corporation (formerly RNCS, Inc.) and Advirna, LLC, effective as of September 24, 2011.
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Registration Statement on Form S-1 (File No. 333-177498)
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October 25, 2011
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10.2
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RXi Pharmaceuticals Corporation 2012 Long Term Incentive Plan.
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Registration Statement on Form S-8 (File No. 333-227013)
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August 24, 2018
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10.3
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Form of Restricted Stock Unit Award under the Company’s 2012 Long Term Incentive Plan.
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Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-177498)
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December 29, 2011
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10.4
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Form of Incentive Stock Option Award under the Company’s 2012 Long Term Incentive Plan, as amended.
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Registration Statement on Form S-1 (File No. 333-191236)
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September 18, 2013
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10.5
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Form of Non-Qualified Stock Option Award under the Company’s 2012 Long Term Incentive Plan, as amended.
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Registration Statement on Form S-1 (File No. 333-191236)
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September 18, 2013
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10.6
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RXi Pharmaceuticals Corporation Employee Stock Purchase Plan.
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Registration Statement on Form S-8 (File No. 333-227013)
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August 24, 2018
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10.7
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Form of Indemnification Agreement.
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Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-177498)
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January 23, 2012
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10.8
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Employment Agreement, dated April 27, 2012, between RXi Pharmaceuticals Corporation and Geert Cauwenbergh, Dr. Med. Sc.
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Current Report on Form 8-K (File No. 333-177498)
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May 3, 2012
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10.9
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Employment Agreement, dated January 6, 2017, between RXi Pharmaceuticals Corporation and Alexey Eliseev, Ph.D.
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Annual Report on Form 10-K (File No. 001-36304)
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March 30, 2017
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10.10
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Non-Competition Agreement, dated January 6, 2017, between RXi Pharmaceuticals Corporation and Alexey Eliseev, Ph.D.
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Annual Report on Form 10-K (File No. 001-36304)
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March 30, 2017
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10.11
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Employment Agreement, dated April 24, 2017, between RXi Pharmaceuticals Corporation and Gerrit Dispersyn, Dr. Med. Sc.
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Post-effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-214199)
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May 4, 2017
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10.12
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Lease Agreement dated December 17, 2013 between RXi Pharmaceuticals Corporation and 257 Simarano Drive, LLC, Brighton Properties, LLC, Robert Stubblebine 1, LLC and Robert Stubblebine 2, LLC.
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Current Report on Form 8-K (File No. 000-54910)
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December 20, 2013
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10.13
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Registration Rights Agreement, dated August 8, 2017, between RXi Pharmaceuticals Corporation and Lincoln Park Capital Fund, LLC.
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Current Report on Form 8-K (File No. 001-36304)
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August 9, 2017
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10.14
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Purchase Agreement, dated August 8, 2017, between RXi Pharmaceuticals Corporation and Lincoln Park Capital Fund, LLC.
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Registration Statement on Form S-1 (File No. 333-220062)
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August 18, 2017
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10.15
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Securities Purchase Agreement, dated April 9, 2018, by and between the Company and the Purchasers therein.
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Current Report on Form 8-K (File No. 333-214199)
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April 11, 2018
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23.1
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Consent of BDO USA, LLP, an Independent Registered Public Accounting Firm.
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Registration Statement on Form S-1 (File No. 333-227173)
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September 14, 2018
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23.2
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Consent of Gibson, Dunn & Crutcher LLP.*
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Included in Exhibit 5.1
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24.1
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Powers of Attorney.
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Registration Statement on Form S-1 (File No. 333-227173)
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August 31, 2018
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*
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Filed herewith.
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**
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Indicates a management contract or compensatory plan or arrangement.
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Confidential treatment has been requested or granted for certain portions which have been blanked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission.
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Signatures
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Marlborough, Massachusetts, on October 2, 2018.
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RXi PHARMACEUTICALS CORPORATION
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By:
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/s/ Geert Cauwenbergh
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Geert Cauwenbergh, Dr. Med. Sc.
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President, Chief Executive Officer and acting Chief Financial Officer
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Power of Attorney
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/ Geert
Cauwenbergh
Geert Cauwenbergh, Dr. Med. Sc.
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President, Chief Executive Officer,
Acting Chief Financial Officer
and Director (Principal Executive
Officer and
Principal Financial Officer)
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October 2, 2018
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/s/ Caitlin
Kontulis
Caitlin Kontulis
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Senior Director
of Finance and Secretary
(Principal Accounting
Officer)
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October 2, 2018
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Robert J. Bitterman
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Director
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October 2, 2018
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Keith L. Brownlie
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Director
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October 2, 2018
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H. Paul Dorman
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Director
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October 2, 2018
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Jonathan E. Freeman, Ph.D.
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Director
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October 2, 2018
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Curtis A. Lockshin, Ph.D.
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Director
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October 2, 2018
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*By:
/s/ Geert Cauwenbergh
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Geert Cauwenbergh, Dr. Med. Sc
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Attorney-in-fact
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