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Vote by Internet


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Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on June 5, 2018.

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The notice, proxy statement and the Annual Report on Form 10-K are available at:




LOGO    Easy Online Access — A Convenient Way to View Proxy Materials and Vote


When you go online to view materials, you can also vote your shares.



Step 1: Go to to view the materials.

   Step 2: Click on Cast Your Vote or Request Materials.
   Step 3: Follow the instructions on the screen to log in.
   Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.




LOGO    Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 22, 2018 to facilitate timely delivery.






2 N O T                        



                                         C O Y




RXi Pharmaceuticals Corporation’s Annual Meeting of Stockholders will be held on June 5, 2018 at the offices of Gibson, Dunn & Crutcher LLP, located at 200 Park Avenue, New York, New York 10166, at 10:00 a.m. Local Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends that you vote FOR the following proposals:


  1. Election of Directors


1) Geert Cauwenbergh, Dr. Med. Sc.

2) Robert J. Bitterman

3) Keith L. Brownlie

4) H. Paul Dorman

5) Jonathan E. Freeman, Ph.D.

6) Curtis A. Lockshin, Ph.D.


  2. Ratification of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.


  3. To approve the 2012 RXi Pharmaceuticals Corporation Long Term Incentive Plan, as amended, including an increase in the number of shares available for issuance thereunder.


  4. To approve an increase in the number of shares available for issuance under the RXi Pharmaceuticals Corporation Employee Stock Purchase Plan.


  5. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), of the issuance of more than 20% of the Company’s issued and outstanding common stock pursuant to the Company’s purchase agreement with Lincoln Park Capital Fund, LLC.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card. If you wish to attend and vote at the meeting, please bring this notice with you.




Here’s how to order a copy of the proxy materials and select a future delivery preference:



Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.


Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below.


If you request an email copy of current materials you will receive an email with a link to the materials.


PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.






Internet – Go to Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.






Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.


Email – Send email to with “Proxy Materials RXi Pharmaceuticals Corporation” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.


To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 22, 2018.