c318130sc13g.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.  )*
 
 
RXi Pharmaceuticals Corporation
(Name of Issuer)
 
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
 
 
 
74979C105
(CUSIP Number)
 
 
 
March 6, 2013
(Date of Event Which Requires Filing of This Statement)
 
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o           Rule 13d-1(b)
 
ý           Rule 13d-1(c)
 
o           Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
Page 1of 8 pages

 
 
CUSIP No.  74979C105
13G
Page 2 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TANG CAPITAL PARTNERS, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
 NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
32,677,161
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
32,677,161
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,677,161
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
12
TYPE OF REPORTING PERSON
 
PN
 
 
 

 
 
CUSIP No.  74979C105
13G
Page 3 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
TANG CAPITAL MANAGEMENT, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
32,677,161
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
32,677,161
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,677,161
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
12
TYPE OF REPORTING PERSON
 
OO
 
 
 

 
 
CUSIP No.  74979C105
13G
Page 4 of 8 Pages
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
KEVIN C. TANG
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 
 
(a) o
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
UNITED STATES
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
32,677,161
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
32,677,161
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,677,161
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
9.9%
12
TYPE OF REPORTING PERSON
 
IN
 
 
 

 
 
Item 1(a).
 
Name of Issuer:
     
   
RXi Pharmaceuticals Corporation, a Delaware corporation (the “Issuer”)
     
Item 1(b).
 
Address of Issuer’s Principal Executive Offices:
     
   
1500 West Park Drive, Suite 210, Westborough, MA, 01581
     
Item 2(a).
 
Name of Person Filing:
     
   
This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management.
     
Item 2(b).
 
Address of Principal Business Office or, if none, Residence:
     
   
4747 Executive Drive, Suite 510, San Diego, CA 92121
     
Item 2(c).
 
Citizenship:
     
   
Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
     
Item 2(d).
 
Title of Class of Securities:
     
   
Common Stock, $0.0001 par value per share (the “Common Stock”)
     
Item 2(e).
 
CUSIP Number:  74979C105
 
Item 3.
Not applicable.
   
Item 4.
Ownership.
 
 
(a)
Amount Beneficially Owned:
     
   
Tang Capital Partners.  Tang Capital Partners is the beneficial owner of 32,677,161 shares of the Issuer’s Common Stock, which is comprised of: 27,500,000 shares of the Issuer’s Common Stock and shares of Common Stock currently issuable upon conversion of the Issuer’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), held by Tang Capital Partners, which such Series A Preferred is convertible into Common Stock, but only to the extent that, after such conversion, the holder would beneficially own no more than 9.999% of the Issuer’s Common Stock.
     
   
Tang Capital Partners shares voting and dispositive power over such shares of Common Stock (including the Common Stock underlying the Series A Preferred) with Tang Capital Management and Kevin C. Tang.
     
   
Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners.
     
   
Kevin C. Tang.  Kevin C. Tang, as manager of Tang Capital Management, may be deemed to beneficially own the shares of the Issuer’s Common Stock beneficially owned by Tang Capital Partners.
     
   
Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
     
   
The percentages used herein are based upon 326,804,295 shares of Common Stock outstanding (158,670,223 shares outstanding as of November 9, 2012 per the Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 13, 2012, plus 112,956,911 shares of the Issuer’s Common Stock issued in a private placement and 50,000,000 shares issued pursuant to an asset purchase agreement, each as described in the Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 7, 2013, plus 5,177,161 shares of Common Stock issuable upon conversion of the Series A Preferred).
 
 
 (b)
Percent of Class:
     
   
Tang Capital Partners
9.9%
   
Tang Capital Management
9.9%
   
Kevin C. Tang
9.9%
 
 
Page 5 of 8 Pages

 
 
 
(c)
Number of shares as to which such person has:
     
   
(i)
sole power to vote or to direct the vote:
       
     
Tang Capital Partners
0 shares
     
Tang Capital Management
0 shares
     
Kevin C. Tang
0 shares
         
   
(ii)
shared power to vote or to direct the vote:
       
     
Tang Capital Partners
32,677,161 shares
     
Tang Capital Management
32,677,161 shares
     
Kevin C. Tang
32,677,161 shares
         
   
(iii)
sole power to dispose or to direct the disposition of:
       
     
Tang Capital Partners
0 shares
     
Tang Capital Management
0 shares
     
Kevin C. Tang
0 shares
         
   
(iv)
shared power to dispose or to direct the disposition of:
       
     
Tang Capital Partners
32,677,161 shares
     
Tang Capital Management
32,677,161 shares
     
Kevin C. Tang
32,677,161 shares
 
 
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  o
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable
 
 
Page 6 of 8 Pages

 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
Not applicable.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable.
   
Item 10.
Certification.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 
Page 7 of 8 Pages

 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Date:
March 18, 2013
 
   
   
TANG CAPITAL PARTNERS, LP
   
By:
Tang Capital Management, LLC, its General Partner
   
   
By:
/s/ Kevin C. Tang
 
Kevin C. Tang, Manager
   
   
TANG CAPITAL MANAGEMENT, LLC
   
   
By:
/s/ Kevin C. Tang
 
Kevin C. Tang, Manager
   
   
/s/ Kevin C. Tang
Kevin C. Tang
 
 
 
 
Page 8 of 8 Pages

ex99_1.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
     In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of RXi Pharmaceuticals Corporation and further agree to the filing of this agreement as an exhibit thereto.  In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G.
 
Date: March 18, 2013
TANG CAPITAL PARTNERS, LP
 
 
 
By:  
Tang Capital Management, LLC  
 
 
Its:  
General Partner 
 
     
 
By:  
/s/ Kevin C. Tang
 
   
Name:  
Kevin C. Tang 
 
   
Title:  
Manager 
 
 
 
TANG CAPITAL MANAGEMENT, LLC
 
 
 
By:  
/s/ Kevin C. Tang
 
   
Name:  
Kevin C. Tang 
 
   
Title:  
Manager 
 
     
 
/s/ Kevin C. Tang
 
 
Name:  
Kevin C. Tang