UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 19, 2013
RXi PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-54910
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45-3215903
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1500 West Park Drive, Suite 210
Westborough, Massachusetts 01581
(Address of Principal Executive
Offices) (Zip Code)
Registrant’s telephone number, including area code: (508) 767-3861
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03.
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Material Modification to Rights of Security Holders.
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On July 19, 2013, RXi Pharmaceuticals Corporation (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated
Certificate of Incorporation to effect a one-for-thirty reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Reverse Stock Split”), on July 23, 2013 at 11:59 p.m. Eastern
Time (the “Effective Time”). The Reverse Stock Split was approved by the Company’s Board of Directors (the “Board”), pursuant to authority delegated to the Board under Article IV of the Company’s Amended and Restated
Certificate of Incorporation. As a result of the Reverse Stock Split, at the Effective Time, each thirty shares of the Company’s common stock issued and outstanding immediately prior to the Effective Time will be automatically combined into and
become one share of Company common stock. No fractional shares will be issued in the Reverse Stock Split and stockholders will instead be entitled to receive the cash value of any fractions of shares that would have been issued as a result of the
Reverse Stock Split. The Reverse Stock Split will not alter the par value of the common stock or modify any voting rights or other terms of the common stock.
At the Effective Time, the number of shares reserved for issuance under, the number of shares subject to awards under, the per-share exercise or purchase price with respect to awards under, the
share-based limitations under, and other relevant provisions under the Company’s 2012 Long Term Incentive Plan (the “Plan”) were appropriately adjusted to reflect the Reverse Stock Split. The adjustments were made in accordance with
the terms of the Plan and include a proportionate increase in the exercise price of outstanding options and a proportionate decrease in the number of shares of common stock issuable upon the exercise of outstanding options. In addition, the
conversion ratio of the Company’s issued and outstanding shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) was automatically appropriately adjusted in accordance with the terms of the Series A Preferred
Stock.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 19, 2013, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Certificate of
Amendment”) to effect the Reverse Stock Split.
The Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated herein by
reference.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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Under the Company’s Amended and Restated Certificate of Incorporation, the Reverse Stock Split requires the approval of the holders of ninety-five percent of our issued and outstanding shares of
preferred stock. On July 18, 2013, the holders of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) unanimously approved the Reverse Stock Split at a special meeting (the “Special
Meeting”). The Special Meeting was initially held on July 15, 2013, pursuant to notice duly given by the Company to all holders of the Company’s Series A Preferred Stock issued and outstanding as of July 5, 2013. The Special
Meeting adjourned on July 15, 2013 and reconvened on July 18, 2013, when the Reverse Stock Split was approved.
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Item 7.01
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Regulation FD Disclosure
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On
July 22, 2013, the Company announced that is has applied for listing on The NASDAQ Capital Market. The press release regarding this announcement is attached hereto as Exhibit 99.1.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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99.1
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Press Release dated July 22, 2013.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RXi PHARMACEUTICALS CORPORATION
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Date: July 22, 2013
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By:
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/s/ Geert Cauwenbergh
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Geert Cauwenbergh, Dr. Med. Sc.
Chief Executive Officer
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Exhibit Index
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Exhibit
No.
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Description
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation.
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99.1
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Press Release dated July 22, 2013.
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
RXi PHARMACEUTICALS CORPORATION
RXi Pharmaceuticals Corporation, a corporation duly organized and existing under the General Corporation Law of the State of Delaware
(the “Corporation”), hereby certifies as follows:
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FIRST:
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That the board of directors of the Corporation has duly adopted resolutions authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (this “Amendment”) to combine each thirty (30) outstanding shares of the Corporation’s common stock, par value $.0001 per share (the “Common
Stock”), into one (1) validly issued, fully paid and non-assessable share of Common Stock.
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SECOND:
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That this Amendment was duly adopted in accordance with the terms of the Certificate of Incorporation and the provisions of Section 242 of the DGCL by the Board of Directors
and stockholders of the Corporation.
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THIRD:
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That the capital of the Corporation shall not be reduced under or by reason of this Amendment.
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FOURTH:
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That upon the effectiveness of this Amendment, the Certificate of Incorporation is hereby amended such that:
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(i) the following paragraph shall be added after subsection (a) of ARTICLE IV of the Certificate of Incorporation:
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As of 11:59 p.m. (eastern time) on July 23, 2013 (the “Effective Time”), each thirty (30) shares of Common Stock issued and
outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $.0001 per share. No fractional shares
shall be issued, and, in lieu thereof, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of
Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of
fractional share interests as described above.
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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Amended
and Restated Certificate of Incorporation to be executed by Geert Cauwenbergh, its Chief Executive Officer, this 19th day of July, 2013.
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RXi PHARMACEUTICALS CORPORATION
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By:
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/s/ Geert Cauwenbergh
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Name:
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Geert Cauwenbergh, Dr. Med. Sc.
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Title:
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Chief Executive Officer
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Exhibit 99.1
RXi Pharmaceuticals Announces Application for
NASDAQ Capital Market Listing and Reverse Stock Split
Westborough, MA – July 22, 2013 - (PR Newswire) - RXi Pharmaceuticals Corporation (OTCQX: RXII), a biotechnology company focused on discovering, developing and commercializing innovative
therapies addressing major unmet medical needs using RNA-targeted technologies, today announced that it has filed an application for listing on The NASDAQ Capital Market.
In addition to the application for listing on The NASDAQ Capital Market, RXi today announced a 1-for-30 reverse split of its issued and outstanding shares of common stock. Trading will begin on a
post-split basis at the open of the OTCQX on July 24, 2013 under new CUSIP number 74979C303. No fractional shares of common stock will be issued as a result of the reverse stock split and instead holders will receive cash in lieu of fractional
shares to which they would otherwise be entitled.
“This reverse stock split combined with a possible NASDAQ Capital Market Listing is
the next important step for RXi Pharmaceuticals in becoming a strong biotechnology company,” said Dr. Geert Cauwenbergh, President and CEO of RXi Pharmaceuticals. He added that ‘‘If approved, we believe that the NASDAQ listing
and the reverse stock split will create the conditions for RXi to gain access to a broader institutional investment community, to strengthen our financing flexibility, and to provide greater liquidity for our shareholders.”
About RXi Pharmaceuticals Corporation
RXi Pharmaceuticals Corporation (OTCQX: RXII) is a biotechnology company focused on discovering, developing and commercializing innovative therapies based
on its proprietary, self-delivering RNAi platform. Therapeutics that use RNA interference, or “RNAi,” have great promise because of their ability to down-regulate, the expression of a specific gene that may be over-expressed in a
disease condition. Building on the pioneering work of scientific founder and Nobel Laureate Dr. Craig Mello, a member of the RXi Scientific Advisory Board, RXi’s first RNAi product candidate, RXI-109, targets connective tissue growth
factor (CTGF) to reduce dermal scarring (fibrosis), entered into human clinical trials in June 2012. For more information, please visit
www.rxipharma.com
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Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future
expectations, including future expectations regarding our NASDAQ listing, planned and future development of RXi Pharmaceuticals Corporation’s products and technologies. Forward-looking statements about expectations and development plans of
RXi’s products involve significant risks, and uncertainties: risks that NASDAQ may determine that we do not meet their initial listing criteria, that if the listing is approved it will not have the intended effects of improving access to
certain investors, financing flexibility and liquidity; risks that RXi may not be able to successfully develop its candidates, or that development of RNAi-based therapeutics may be delayed or not proceed as planned, or that we may not develop any
RNAi-based product; risks that the development process for our product candidates may be delayed, risks related to development and commercialization of products by our competitors, risks related to our ability to control timing and terms of
collaborations with third parties, and the possibility that other companies or organizations may assert patent rights preventing us from developing our products. Actual results may differ from those contemplated by these forward-looking statements.
RXi does not undertake to update forward-looking statements to reflect a change in its views, events or circumstances that occur after the date of this release.
Contacts
RXi Pharmaceuticals Corporation
Tamara McGrillen, 508-929-3646
tmcgrillen@rxipharma.com