SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 14, 2016
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(Address of Principal Executive Offices) (Zip Code)
Registrants 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):
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 3.03||Material Modification to Rights of Security Holders.|
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined herein) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
|Item 5.03||Amendments to Articles of Incorporation or Bylaws.|
At the Special Meeting of Stockholders of RXi Pharmaceuticals Corporation (the Company) held on April 14, 2016 (the Special Meeting), further described in Item 5.08 of this Current Report on Form 8-K, the stockholders of the Company approved an amendment to the Companys Amended and Restated Certificate of Incorporation to implement a reverse stock split of the Companys common stock, par value $0.0001, with the ratio to be determined by the Board of Directors (the Board) of the Company, within a range of not less than 1-for-2 or greater than 1-for-40. Subsequently on April 14, 2016, the Board of the Company determined to fix the ratio for the reverse stock split at 1-for-10. Thereafter, on April 14, 2016, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the Certificate of Amendment) with the Secretary of State of the State of Delaware, to implement the 1-for-10 reverse split of its common stock (the Reverse Stock Split). The Reverse Stock Split will be effective as of 12:01 a.m. (Eastern Time) on April 18, 2016, and the Companys common stock will begin trading on The NASDAQ Capital Market on a post-split basis on April 18, 2016.
As a result of the Reverse Stock Split, every ten (10) shares of the Companys issued and outstanding common stock, par value $0.0001, will be converted into one (1) share of common stock, par value $0.0001, reducing the number of issued and outstanding shares of the Companys common stock from approximately 65.3 million to approximately 6.5 million. The Companys transfer agent, Computershare Trust Company, N. A. (Computershare), will provide instructions to stockholders of record regarding the process for exchanging shares.
Because the Certificate of Amendment did not reduce the number of authorized shares of the Companys common stock, the effect of the Certificate of Amendment and the Reverse Stock Split is to increase the number of shares of common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the Companys common stock or modify any voting rights or other terms of the common stock.
No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of pre-reverse stock split shares of the Companys common stock not evenly divisible by ten, will, in lieu of a fractional share, be entitled, upon surrender to the exchange agent of certificate(s) representing their pre-split shares or upon conversion of their shares held in book-entry, to a cash payment equal to the fraction to which the stockholder would otherwise be entitled multiplied by $2.71, which is the average of the closing prices (as adjusted to reflect the Reverse Stock Split) of our common stock, as reported by Bloomberg L.P., during the ten consecutive trading days ending on April 14, 2016 (the trading day that is the second day immediately prior to the date on which the Reverse Stock Split becomes effective).
Computershare will be issuing all of the post-split shares through their paperless Direct Registration System (DRS), also known as book entry form, unless otherwise requested by the stockholder. Computershare will hold the shares in an account set up for the stockholder. Stockholders who wish to hold paper certificates may obtain such certificates upon request to Computershare.
All book-entry or other electronic positions representing issued and outstanding shares of the Companys common stock will be automatically adjusted. Those stockholders holding common stock in street name will receive instructions from their brokers.
In addition, pursuant to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all of the Companys outstanding stock options, overallotment purchase rights, and warrants to purchase shares of common stock, and the number of shares authorized and reserved for issuance pursuant to the Companys equity incentive plan and employee stock purchase plan will be reduced proportionately.
After the Reverse Stock Split, the trading symbol for the Companys common stock will continue to be RXII. The new CUSIP number for the Companys common stock following the Reverse Stock Split is 74979C501.
The above description of the Certificate of Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary of State of the State of Delaware on April 14, 2016.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
On April 14, 2016, the Company held the Special Meeting at the Companys offices, located at 257 Simarano Drive, Suite 101, Marlborough, Massachusetts 01752. The following items of business were considered and voted upon at the Special Meeting: (i) to amend the Companys Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a ratio of not less than 1-for-2 and not more than 1-for-40, with the exact ratio and the final decision whether to proceed with the filing of the amendment to be determined by the Board, in its discretion; and (ii) to authorize the adjournment of the Special Meeting, if necessary or appropriate, if a quorum is present, to solicit additional proxies if there are insufficient votes at the Special Meeting in favor of the Reverse Stock Split.
The number of shares of common stock entitled to vote at the Special Meeting was 65,349,121. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 48,261,860. All matters submitted to a binding vote of stockholders at the Special Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Special Meeting, are set forth below:
(i) Reverse Stock Split.
Stockholders approved the amendment to the Companys Amended and Restated Certificate of Incorporation to effect the Reverse Stock Split. The results of the voting were 36,001,994 votes for, 11,586,098 votes against and 673,768 abstentions. There were no broker non-votes regarding this proposal.
(ii) Adjournment of the Special Meeting.
Stockholders voted to approve the authorization to adjourn the Special Meeting in the event that there were not sufficient votes in favor of the Reverse Stock Split. However, as the Reverse Stock Split received the requisite vote for approval, the Company did not adjourn the Special Meeting. The results of the voting were 35,780,987 votes for, 11,126,935 votes against and 1,353,938 abstentions. There were no broker non-votes regarding this proposal.
|Item 8.01||Other Events.|
On April 15, 2016, the Company issued a press release relating to the matters described in Items 5.03 and 5.07 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits.|
|3.1||Certificate of Amendment to the Amended and Restated Certificate of Incorporation of RXi Pharmaceuticals Corporation, filed with the Delaware Secretary of State on April 14, 2016|
|99.1||Press release issued by the Company on April 15, 2016|
* * *
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.
|RXi PHARMACEUTICALS CORPORATION|
|Date: April 15, 2016||By:||
/s/ Geert Cauwenbergh
Geert Cauwenbergh, Dr. Med. Sc.
Chief Executive Officer
CERTIFICATE OF AMENDMENT
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
RXi PHARMACEUTICALS CORPORATION
RXi Pharmaceuticals Corporation (the Corporation), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the Delaware General Corporation Law), hereby certifies as follows:
|FIRST:||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, as amended (this Amendment) to combine each ten (10) outstanding shares of the Corporations Common Stock, par value $0.0001 per share (the Common Stock), into one (1) validly issued, fully paid and non-assessable share of Common Stock.|
|SECOND:||That this Amendment was duly adopted in accordance with the terms of the Amended and Restated Certificate of Incorporation, as amended, and the provisions of the Delaware General Corporation Law by the Board of Directors and stockholders of the Corporation.|
That upon the effectiveness of this Amendment, the Amended and Restated Certificate of Incorporation, as amended, is hereby amended such that subsection (a) of ARTICLE IV is amended and restated in its entirety to read as set forth below, with no changes to be made to the subsequent sections of ARTICLE IV:
(a) Authorized Shares. The total number of shares of stock which the Corporation shall have authority to issue is 110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value $0.0001 per share (Common Stock) and 10,000,000 shares of Preferred Stock, par value $0.0001 per share (Preferred Stock). Upon the effectiveness of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation, each ten (10) shares of the Corporations Common Stock issued and outstanding at such time shall, automatically and without any further action on the part of the Corporation or the holder thereof, be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (the Reverse Stock Split). The par value of the Common Stock following the Reverse Stock Split shall remain $0.0001 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, as determined by the Board of Directors. 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.|
|FOURTH:||This Amendment shall be effective as of April 18, 2016, at 12:01 a.m., Eastern Time (the Effective Time).|
[ Remainder of Page Intentionally Left Blank ]
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 14th day of April, 2016.
|RXi PHARMACEUTICALS CORPORATION|
|Name:||Geert Cauwenbergh, Dr. Med. Sc.|
|Title:||Chief Executive Officer|
[ Signature Page to Certificate of Amendment ]
RXi Pharmaceuticals Announces Reverse Stock Split
MARLBOROUGH, Mass., April 15, 2016 /PRNewswire/ RXi Pharmaceuticals Corporation (NASDAQ: RXII), a clinical-stage RNAi company developing innovative therapeutics in dermatology and ophthalmology that address significant unmet medical needs, today announced a reverse stock split of its shares of common stock at a ratio of 1-for-10. The reverse stock split will become effective at 12:01 a.m. Eastern Time on April 18, 2016, and shares of RXi Pharmaceuticals common stock will trade on a post-split basis on the Nasdaq Capital Market under the Companys existing trading symbol, RXII, at the market open on April 18, 2016. The new CUSIP number for the Companys common stock following the reverse stock split will be 74979C501.
As previously reported, RXi Pharmaceuticals currently has until May 2, 2016 to regain compliance with the Nasdaq Stock Markets minimum bid price requirement, and, to regain compliance, RXi Pharmaceuticals common stock must have a minimum bid price per share of at least $1.00 for 10 consecutive business days. The principal reason for the reverse stock split is to increase the per share trading price of the Companys common stock in order to help ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement. However, there can be no assurance that the reverse stock split will have the desired effect of sufficiently raising the bid price of RXi Pharmaceuticals common stock for the required period.
The current depression of share prices for small biotech companies has caused several of these companies to consider the use of a reverse split as a way to maintain a share price that is in line with the listing requirements of the national stock exchanges, said Dr. Geert Cauwenbergh, President and CEO of RXi Pharmaceuticals, adding that, the Board and management of RXi Pharmaceuticals consider their NASDAQ listing as an important tool to maintain a strong position for value creation through possible business or corporate development transactions. At the same time, this listing is also a key component for private and institutional investors in making their investment decisions in our Company.
The reverse stock split was approved by RXi Pharmaceuticals stockholders at a special meeting held on April 14, 2016 and the Board of Directors was authorized to implement the reverse stock split and determine the ratio of the split within a range of not less than 1-for-2 or greater than 1-for-40. Thereafter, the Board of Directors determined to fix the ratio for the reverse stock split at 1-for-10.
At the effective time of the reverse stock split, every ten (10) shares of RXi Pharmaceuticals common stock will be combined into one (1) share of RXi Pharmaceuticals common stock. This will reduce the Companys issued and outstanding common stock from approximately 65.3 million shares to approximately 6.5 million shares. The reverse stock split will also proportionately adjust outstanding options issued under the Companys equity incentive plan and outstanding overallotment rights and warrants to purchase common stock. The number of authorized shares will remain unchanged, resulting in an increase of the number of authorized shares not outstanding.
No fractional shares of common stock will be issued as a result of the reverse stock split and instead holders will receive a cash payment in lieu of fractional shares to which they would otherwise be entitled. After the effective time of the reverse stock split, shareholders with shares held in certificate form will receive a Letter of Transmittal and instructions from RXi Pharmaceuticals transfer agent, Computershare, Inc. Shareholders that hold shares in book-entry form or hold their shares in brokerage accounts are not required to take any action and will see the impact of the reverse stock split reflected in their accounts. Beneficial holders of RXi Pharmaceuticals common stock are encouraged to contact their bank, broker, custodian or other nominee with questions regarding procedures for processing the reverse stock split.
Additional information regarding RXi Pharmaceuticals reverse stock split is available in the definitive proxy statement, filed March 7, 2016, and Form 8-K filed today by RXi Pharmaceuticals with the U.S. Securities and Exchange Commission.
About RXi Pharmaceuticals Corporation
RXi Pharmaceuticals Corporation (NASDAQ: RXII) is a clinical-stage RNAi company developing innovative therapeutics in dermatology and ophthalmology that address significant unmet medical needs. Building on the pioneering work of RXis Scientific Advisory Board Chairman and Nobel Laureate Dr. Craig Mello, our discovery and clinical development programs are based on our proprietary RNAi (sd-rxRNA) platform and Samcyprone, a topical immunomodulator. Our clinical development programs include RXI-109, an sd-rxRNA, for the treatment of dermal and ocular scarring, and Samcyprone for the treatment of such disorders as warts, alopecia areata, non-malignant skin tumors and cutaneous metastases of melanoma. RXis robust pipeline, coupled with an extensive patent portfolio, provides for multiple product and business development opportunities across a broad spectrum of therapeutic areas. We are committed to being a partner of choice for academia, small companies, and large multinationals. We welcome ideas and proposals for strategic alliances, including in- and out-licensing opportunities, to advance and further develop strategic areas of interest. Additional information may be found on the Companys website, www.rxipharma.com .
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements about expectations and development plans of RXis product candidates and partnerships involve significant risks and uncertainties, including the following: risks that we may not be able to successfully develop and commercialize our product candidates; risks that product development and clinical studies may be delayed, not proceed as planned and/or be subject to significant cost over-runs; risks related to the development and commercialization of products by competitors; risks related to our ability to control the timing and terms of collaborations with third parties; and risks that other companies or organizations may assert patent rights preventing us from developing or commercializing our product candidates. Additional risks are detailed in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q under the caption Risk Factors. Readers are urged to review these risk factors and to not act in reliance on any forward-looking statements, as actual results may differ from those contemplated by our 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.
RXi Pharmaceuticals Corporation