Registration of Additional Securities (up to 20%) (s-1mef)
01 Octobre 2018 - 12:39PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on October 1, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON,
DC 20549
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
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2834
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45-3215903
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(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)
With copies
to:
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Ryan A. Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street
San Francisco, CA 94105
(415) 393-8373
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Oded Har-Even
Robert V. Condon III
Zysman, Aharoni, Gayer and Sullivan &
Worcester LLP
1633 Broadway, 32nd Floor
New York, NY 10019
Telephone: (212) 660-5003
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Approximate date of commencement of
proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
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, as
amended, 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, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
☒
333-227173
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.
☐
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.
(Check one):
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Large accelerated filer
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☐
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Accelerated filer
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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 to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Proposed Maximum
Aggregate Offering
Price
(1)(2)
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Amount of
Registration
Fee
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Pre-funded units comprised of pre-funded warrants to purchase shares of common stock, par value $0.0001
per share, and warrants to purchase common stock
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$ 1,182,858.10
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(i)
Pre-funded warrants included in the units (3)
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(ii) Warrants to purchase common stock included in the units (3)
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Shares of common stock issuable upon exercise of warrants
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$ 1,200,001.00
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Shares of common stock issuable upon conversion of
pre-funded warrants
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$17,142.90
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Underwriter’s warrants to purchase common stock (4)
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Shares of common stock issuable upon exercise of underwriter’s warrants (5)
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$ 112,500.50
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Total
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$ 2,512,502.50
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$
304.52 (6)
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(1)
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Estimated solely for the purpose of computing the amount of the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended (the “
Securities Act
”). Represents the additional
number of units, shares and warrants being registered hereby and does not include the securities that the registrant previously
registered on the Registration Statement on Form S-1 (File No. 333-227173), as amended (the “
Registration
Statement
”).
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(2)
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Pursuant to Rule 416 under the Securities Act, the shares of common stock registered hereby also include an indeterminate number of additional shares of common stock as may, from time to time, become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
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(3)
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No separate fee is required pursuant to Rule 457(i) under the Securities Act.
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(4)
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No separate fee is required pursuant to Rule 457(g) under the
Securities Act.
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(5)
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Represents warrants to purchase a number of shares of common
stock equal to 7.5% of the number of shares of common stock (i) included within the units and (ii) issuable upon the exercise of
the pre-funded warrants included within the pre-funded units placed in this offering at an exercise price equal to 125% of the
offering price per unit (excluding any shares of common stock underlying the warrants included in the units and the pre-funded
units sold in this offering).
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(6)
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The registrant previously registered units, shares of its common stock and warrants to purchase shares of common stock for which the fee was $5,315.37 on the Registration Statement, which was declared effective by the Securities and Exchange Commission on September 28, 2018. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $2,512,502.50 is hereby registered.
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This Registration Statement shall
become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act
of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi”), is filing this registration
statement with the Securities and Exchange Commission (the “SEC”). This registration statement relates to the public
offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-227173) (the
“Registration Statement”) filed by RXi with the SEC on August 31, 2018, as amended, which was declared effective on
September 28, 2018.
RXi is filing this registration
statement for the sole purpose of increasing the aggregate number of securities offered by RXi by: (i) 1,714,287 pre-funded
units, (ii) 1,714,287 shares of common stock underlying such pre-funded units, (ii) 1,714,287 common stock warrants
underlying such pre-funded units, (iii) 1,714,287 shares of common stock underlying such warrants, and (iv) 128,572 shares of
common stock underlying additional underwriters’ warrants being issued in such transaction. The additional securities
that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of
the proposed maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the
Registration Statement. The contents of the Registration Statement, including all amendments and exhibits thereto, are
incorporated by reference herein.
The required opinion and consents are
listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Marlborough, Massachusetts, on October 1, 2018.
RXi PHARMACEUTICALS CORPORATION
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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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.
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 1, 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 1, 2018
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Robert J. Bitterman
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Director
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October 1, 2018
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Keith L. Brownlie
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Director
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October 1, 2018
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H. Paul Dorman
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Director
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October 1, 2018
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Jonathan E. Freeman, Ph.D.
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Director
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October 1, 2018
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Curtis A. Lockshin, Ph.D.
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Director
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October 1, 2018
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*By: /s/ Geert Cauwenbergh
Geert Cauwenbergh, Dr. Med. Sc.
Attorney-in-fact
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