UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RXi Pharmaceuticals Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State of incorporation or organization)
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20-8099512
(I.R.S. Employer Identification No.)
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60 Prescott Street
Worcester, MA
(Address of principal executive offices)
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01605
(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock, par value $0.0001 per share
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The NASDAQ Capital Market
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If this form relates to the registration of a class
of securities pursuant to Section 12(b) of the
Exchange Act and is effective pursuant to
General Instruction A.(c), check the following
box
x
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If this form relates to the registration a class of
securities pursuant to Section 12(g) of the
exchange Act and is effective pursuant to
General Instruction A.(d), check the following
box
o
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Securities Act registration statement file number to which this form relates: 333-147009
Securities to be registered pursuant to Section 12(g) of the Act: Not Applicable
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Item 1.
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Description of Registrant’s Securities to be Registered.
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For a description of the common stock, par value $0.0001 per share, of RXi Pharmaceuticals
Corporation (the “REGISTRANT”) to be registered hereunder (the “SECURITIES”), reference is made to
the information set forth under the caption “Description of Capital Stock” in each of the
prospectuses that constitute a part of the Registrant’s registration statement on Form S-1 originally
filed on October 30, 2007 (the “INITIAL S-1”) with the Securities and Exchange Commission (the
“SEC”) (File No 333-147009), as amended on November 19, 2007, January 10, 2008 and February 1,
2008, respectively, and as may be further amended from time to time, which information is
incorporated by reference herein. Any form of prospectus subsequently filed by the Registrant
pursuant to Rule 424(b) under the Securities Act which includes a description of the Securities to
be registered hereunder shall also be deemed to be incorporated by reference herein.
Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be
filed because no other securities of the Registrant are registered on the NASDAQ Capital Market and
the securities registered hereby are not being registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
RXI PHARMACEUTICALS CORPORATIONS
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By:
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/s/
Tod Woolf
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Tod Woolf
President and Chief Executive Officer
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Date:
February 8, 2008