RXi Pharmaceuticals Enters into Common Stock Purchase Agreement for Up to $15.0 Million

Aug 9, 2017

MARLBOROUGH, Mass., Aug. 9, 2017 /PRNewswire/ -- RXi Pharmaceuticals Corporation (NASDAQ: RXII), a clinical-stage RNAi company developing innovative therapeutics that address significant unmet medical needs, today announced that it has entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (LPC).  LPC is a long-only, Chicago-based investor with a portfolio emphasis in life sciences, including therapeutics being developed to treat cancer.

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"We are very pleased to be able to announce this commitment from Lincoln Park Capital, a loyal stakeholder since 2014." said Dr. Geert Cauwenbergh, President, and CEO of RXi Pharmaceuticals. He further added that, "As we announced yesterday, our Company has advanced its immuno-oncology program with the selection of two sd-rxRNA compounds to enter pre-clinical development, and selected a manufacturing facility to produce cGMP material aiming to enter the clinic as early as 2018. This is a major step for our Company and this commitment provides us with a Company-controlled, flexible method to access additional capital on an as needed basis as we accelerate our entry in this exciting field of medicine. As we look to extend our financial runway and execute on our strategy, this commitment provides an efficient cost-of-capital solution for the Company, particularly as compared to other forms of equity capital that are currently seen in the market."  

According to the terms of the agreement, and subject to a registration statement to be filed and declared effective by the SEC, RXi will have the right at its sole discretion to sell to LPC up to $15.0 million worth of shares over a 30-month period. RXi will control the timing of any future investment and LPC will be obligated to make purchases in accordance with the terms of the agreement.  

RXi expects to use the proceeds for working capital and general corporate purposes, including advancing its immuno-oncology pipeline. No warrants, derivatives, financial or business covenants are associated with the agreement, and LPC will not cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of shares of the Company's common stock.

There are no upper limits to the price LPC may pay to purchase common stock from the Company, and the purchase price of the shares will be based on the prevailing market prices of the Company's shares at the time of each sale to LPC. In consideration for entering into the agreement and committing to fund up to $15.0 million, RXi has issued shares of common stock to LPC as a commitment fee.  The agreement may be terminated by the Company at any time, at its sole discretion, without any additional cost or penalty.

About RXi Pharmaceuticals

RXi Pharmaceuticals Corporation (NASDAQ: RXII) is a clinical-stage company developing innovative therapeutics that address significant unmet medical needs.  Building on the pioneering discovery of RNAi, scientists at RXi have harnessed the naturally occurring RNAi process which can be used to "silence" or down-regulate the expression of a specific gene that may be overexpressed in a disease condition.  RXi developed a robust RNAi therapeutic platform, including self-delivering RNA (sd-rxRNA®) compounds, that have the ability to highly selectively block the expression of any target in the genome, thus providing applicability to many therapeutic areas. Our current programs include dermatology, ophthalmology, and cell-based immunotherapy.  RXi's extensive patent portfolio provides for multiple product and business development opportunities across a broad spectrum of therapeutic areas, and we actively pursue research collaborations, partnering and out-licensing opportunities with academia and pharmaceutical companies.  For additional information, visit the Company's website,

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: our ability to successfully develop RXI-109, Samcyprone™ and our other product candidates (collectively "our product candidates"); the future success of our clinical trials with our product candidates; the timing for the commencement and completion of clinical trials; our ability to enter into strategic partnerships and the future success of these strategic partnerships; and our ability to deploy our sd-rxRNA® technology through partnerships, as well as the prospects of these partnerships to provide positive returns. Forward-looking statements about expectations and development plans of RXi's 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
Tamara McGrillen

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