As filed with the Securities and Exchange Commission on May 27, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RXi PHARMACEUTICALS CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware | 2834 | 45-3215903 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
257 Simarano Drive, Suite 101
Marlborough, Massachusetts 01752
(508) 767-3861
(Address, including zip code, and telephone number, including area code, of Registrants 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:
Ryan A. Murr
Christina Greenberg
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, CA 94105
Telephone: (415) 393-8373
Facsimile: (415) 374-8430
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, check the following box. x
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. x 333-203389
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, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
| ||||
Title of each class of securities to be registered(1) |
Proposed offering price |
Amount of registration fee(2) | ||
Units, each unit consisting of: |
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(i) Common Stock, par value $0.0001 per share |
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(ii) Overallotment Purchase Rights(3) |
| | ||
(iii) Common Stock Warrants(3) |
| | ||
Shares of common stock issuable upon exercise of the Overallotment Purchase Rights |
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Shares of common stock issuable upon exercise of the Common Stock Warrants |
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Total |
$3,106,250.00 | $360.95 | ||
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|
(1) | There is being registered hereunder 3,500,000 shares of common stock, overallotment purchase rights, common stock warrants and 3,500,000 shares of common stock underlying the overallotment purchase rights and warrants, with total offering proceeds not to exceed $3,106,250.00, which may include the proceeds from sales of shares issued hereunder, as well as proceeds from any exercise of the overallotment purchase rights and warrants that may be offered and sold pursuant to the prospectus to which this registration statement relates. |
(2) | Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended. |
(3) | No separate fee is required pursuant to Rule 457(g) under the Securities Act of 1933, as amended. |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with respect to the registration of additional securities of RXi Pharmaceuticals Corporation, a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement includes the registration statement facing page, this page, the signature pages, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and accountants consent. This Registration Statement relates to the Registrants Registration Statement on Form S-1 (Registration No. 333-203389), initially filed by the Registrant on April 13, 2015, as amended, and declared effective by the Securities and Exchange Commission on May 27, 2015. The Registrant is filing this Registration Statement for the sole purpose of increasing the proposed maximum aggregate offering price of such offering by $3,106,250.00. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (Registration No. 333-203389), including the exhibits and the power of attorney thereto, are incorporated by reference into this Registration Statement.
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PART II
Information Not Required in Prospectus
ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
See the Exhibit Index set forth on page II-3 to this Registration Statement, which is incorporated herein by reference.
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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 May 27, 2015.
RXi PHARMACEUTICALS CORPORATION | ||
By: | /s/ Geert Cauwenbergh | |
Geert Cauwenbergh, Dr. Med. Sc. | ||
President, Chief Executive Officer and Chief Financial Officer |
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 |
Title |
Date | ||
/s/ Geert Cauwenbergh |
President, Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer) |
May 27, 2015 | ||
Geert Cauwenbergh, Dr. Med. Sc. | ||||
/s/ Caitlin Kontulis |
Controller and Secretary | May 27, 2015 | ||
Caitlin Kontulis |
(Principal Accounting Officer) |
|||
* |
Director | May 27, 2015 | ||
Keith L. Brownlie | ||||
* |
Director | May 27, 2015 | ||
Robert J. Bitterman | ||||
* |
Director | May 27, 2015 | ||
H. Paul Dorman | ||||
* |
Director | May 27, 2015 | ||
Curtis A. Lockshin, Ph.D. |
* By: /s/ Geert Cauwenbergh
Geert Cauwenbergh, Dr. Med. Sc., Attorney-in-Fact
May 27, 2015
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EXHIBIT INDEX
All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (Registration No. 333-203389) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith:
Exhibit |
Description | |
5.1 | Opinion of Gibson, Dunn & Crutcher LLP regarding the securities being registered* | |
23.1 | Consent of BDO USA, LLP, Independent Registered Public Accounting Firm* | |
23.2 | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) | |
24.1 | Powers of Attorney (incorporated by reference to the Registration Statement on Form S-1 of the Registrant, Registration No. 333-203389) |
* | Filed herewith. |
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