As filed with the Securities and Exchange Commission on March 22, 2010

Registration No. 333-               

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

RXI PHARMACEUTICALS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		20-8099512 (I.R.S. Employer Identification Number)

60 Prescott Street
Worcester, MA 01605
(508) 767-3861
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Marc A. Rubenstein, Esq.
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
(617) 951-7000

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. o

     If this Form is filed to register additional securities for an offering pursuant 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. þ 333-158968

     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. o

     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. o

     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. (Check one):

Proposed maximum

Proposed maximum

Title of each class of securities

Amount to be

offering price

aggregate

Amount of

to be registered

registered

per share

offering price

registration fee

Common Stock, $0.0001 par value per share

N/A

N/A

$3,471,142 (1)

$247.49 (2)

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

     This registration statement is being filed, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, with respect to the registration of an additional proposed maximum offering price of securities of RXi Pharmaceuticals Corporation, a Delaware corporation, that may be issued pursuant to the Registration Statement on Form S-3 (File No. 333-158968), which was declared effective by the Commission on May 22. 2009. The contents of such Registration Statement on Form S-3 are incorporated into this registration statement by reference.

     The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Worcester, Commonwealth of Massachusetts, on this 22^nd day of March, 2010.

     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/ Noah D. Beerman   Noah D. Beerman		Chief Executive Officer and Director (Principal Executive Officer)		March 22, 2010
/s/ Amy Tata   Amy Tata		Principal Accounting Officer (Principal Financial and Accounting Officer)		March 22, 2010
*   Sanford J. Hillsberg		Director		March 22, 2010
*   Mark J. Ahn		Director		March 22, 2010
*   Richard Chin		Director		March 22, 2010
*   Stephen Galliker		Director		March 22, 2010
*   Steven A. Kriegsman		Director		March 22, 2010
*   Rudolph Nisi		Director		March 22, 2010

* By:		/s/ Marc A. Rubenstein   Marc A. Rubenstein Attorney-in-fact

EXHIBIT INDEX

Exhibit No.		Description
5.1		Opinion of Ropes & Gray LLP
23.1		Consent of Ropes & Gray LLP (included in Exhibit 5.1)
23.2		Consent of BDO Seidman, LLP
24.1*		Powers of Attorney