Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 14, 2008
RXI PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
 	 	 	 	 	
Delaware	 	001-33958	 	20-8099512	
 	 	 	 	 	
(State or other jurisdiction of
of incorporation or organization)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	
60 Prescott Street, Worcester, MA 01605
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (508) 767-3861
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 	o	 	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 		
 	o	 	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 		
 	o	 	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 		
 	o	 	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

   

TABLE OF CONTENTS

									
Item 2.02 Results of Operations and Financial Condition	
Item 9.01 Financial Statements and Exhibits	
Signature	
Index to Exhibits	
EX-99.1 Press Release issued on August 14, 2008	

Table of Contents
Item 2.02 Results of Operations and Financial Condition.
     On August 14, 2008, RXi Pharmaceuticals Corporation issued a press release announcing its financial results for its second quarter ended June 30, 2008, a copy of which is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference.
     The information being furnished under Item 2.02 in this Form 8-K, including the accompanying exhibits, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 	 	 	
99.1	 	Press Release issued by RXi Pharmaceuticals Corporation on August 14, 2008.	

Table of Contents

Signature
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 	 	 	 	 	
 	RXI PHARMACEUTICALS CORPORATION
 	 	
Date: August 18, 2008 	By:  	/s/ Stephen J. DiPalma  	 	
 	Name:  	Stephen J. DiPalma 	 	
 	Title:  	Chief Financial Officer 	 	

Table of Contents

Index to Exhibits
 	 	 	
Exhibit No.	 	Description	
99.1	 	Press Release issued by RXi Pharmaceuticals Corporation on August 14, 2008.	

Exhibit 99.1
RXi Pharmaceuticals Reports Financial Results for the Second Quarter of 2008
Worcester, MA, August 14, 2008 — RXi Pharmaceuticals Corporation (Nasdaq: RXII), a biopharmaceutical company pursuing the development and commercialization of proprietary therapeutics based on RNA interference (RNAi), today reported results for the quarter ended June 30, 2008.
“We have continued to expand our discovery pipeline this quarter by identifying high potency rxRNA™ compounds against multiple high value therapeutic target genes. Additionally, we continue to make progress towards our key corporate goals for 2008 including progress towards strategic alliances”, said Tod Woolf, Ph.D., Chief Executive Officer of RXi.
Quarterly Highlights
Business Highlights:
In June 2008, RXi raised $8.7 million in a private placement with institutional investors that will be used for working capital and to build a pipeline of rxRNA™ compounds for potential alliances, internal development and collaborations. The Company was also recently added to the Russell Microcap Index.
Building the Pipeline:
RXi’s rxRNA™ compound screening system is consistently identifying rxRNA compounds that are highly active in cell culture (10-100pM) against target genes in three therapeutic areas: neurology, metabolic disease and inflammation. The compounds from the discovery pipeline will be used for potential alliances, internal development and collaborations.
Scientific Achievements:
RXi appointed Victor Ambros, Ph.D., Professor of Molecular Medicine at the University of Massachusetts Medical School to its Scientific Advisory Board. Dr. Ambros discovered the first natural RNA interference compound or microRNA (miRNA) and received the 2008 Gairdner International Award, one of the most prestigious international awards in medical research. Presentations and posters were presented at several conferences including BIO 2008, RNAi World Congress and RNAi Based Therapeutics.
Financial Highlights
The Company reported a net loss of $4.3 million, or $0.34 per share, for the quarter ended June 30, 2008, compared to a net loss of $4.8 million, or $0.42 per share, for the same period in 2007. The Company had 13,757,731 common shares outstanding at June 30, 2008, as compared to 9,671,849 common shares outstanding at June 30, 2007.
Research and development expenses were $2.8 million for the three months ended June 30, 2008, compared to $3.8 million for the three months ended June 30, 2007. The decrease of $1.0 million, or 26.0%, was primarily due to non-recurring costs associated with the acquisition of intellectual property rights in the second quarter of 2007. General and administrative expenses were $1.6 million for the three months ended June 30, 2008, compared to $1.1 million for the three months ended June 30, 2007. The increase of $0.5 million was primarily due to costs associated with the March 12, 2008 listing of RXi on the NASDAQ Capital Market and operating as a public company.
As of June 30, 2008, cash, cash equivalents and short term investments totaled $15.1 million, compared to cash, cash equivalents, and short term investments of $11.7 million at December 31, 2007. This increase is due primarily to the issuance of common stock to institutional investors on June 24, 2008,

 

which yielded net proceeds of approximately $8.0 million, offset by net cash used in operations of $4.4 million for the six months ended June 30, 2008.
About RXi Pharmaceuticals Corporation
RXi Pharmaceuticals is a discovery-stage biopharmaceutical company pursuing the development and potential commercialization of proprietary therapeutics based on RNA interference (RNAi) for the treatment of human diseases. RXi Pharmaceuticals’ rxRNA™ compounds are distinct from the siRNA compounds used by many other companies developing RNAi therapeutics and are very active and potent
(10-100pM activity in cell culture) based on the company’s internal research, in addition to being nuclease resistant and readily manufactured. RXi Pharmaceuticals believes it is well positioned to compete successfully in the RNAi-based therapeutics market with its accomplished scientific advisors, including Dr. Craig Mello, recipient of the 2006 Nobel Prize for his co-discovery of RNAi; a management team that is experienced in developing RNAi products; and a strong early intellectual property position in RNAi chemistry and delivery. www.rxipharma.com
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 future expectations, plan and future development of RXi Pharmaceutical Corporation’s products and technologies. These forward-looking statements about future expectations, plans and prospects of the development of RXi Pharmaceutical Corporation’s products and technologies involve significant risks, uncertainties and assumptions, including the risk that the development of our RNAi-based therapeutics may be delayed or may not proceed as planned and we may not be able to complete development of any RNAi-based product, the risk that the FDA approval process may be delayed for any drugs that we develop, risks related to development and commercialization of products by our competitors, risks related to our ability to control the timing and terms of collaborations with third parties and the possibility that other companies or organizations may assert patent rights that prevent us from developing our products. Actual results may differ materially from those RXi Pharmaceuticals Corporation contemplated by these forward-looking statements. RXi Pharmaceuticals Corporation does not undertake to update any of these forward-looking statements to reflect a change in its views or events or circumstances that occur after the date of this release.

 
RXi Pharmaceuticals Corporation
Condensed Statements of Expenses
(A Development Stage Company)
(in thousands, except per share data)
(Unaudited)
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	For the Three	 	 	For the Three	 	 	For the Six	 	 	For the Six	 	
 	 	Months Ended	 	 	Months Ended	 	 	Months Ended	 	 	Months Ended	 	
 	 	June 30, 2008	 	 	June 30, 2007	 	 	June 30, 2008	 	 	June 30, 2007	 	
Research and development expense	 	$	2,766	 	 	$	3,770	 	 	$	3,854	 	 	$	4,594	 	
General and administrative expense	 	 	1,580	 	 	 	1,122	 	 	 	3,205	 	 	 	1,710	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating loss	 	 	(4,346	)	 	 	(4,892	)	 	 	(7,059	)	 	 	(6,304	)	
Interest income	 	 	28	 	 	 	133	 	 	 	103	 	 	 	133	 	
Other expense	 	 	—	 	 	 	—	 	 	 	(8	)	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	$	(4,318	)	 	$	(4,759	)	 	$	(6,964	)	 	$	(6,171	)	

Net loss per common share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted loss per share	 	$	(0.34	)	 	$	(0.42	)	 	$	(0.55	)	 	$	(0.64	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average common shares outstanding:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	 	 	12,743,404	 	 	 	11,222,536	 	 	 	12,713,918	 	 	 	9,671,849	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	
RXi Pharmaceuticals Corporation
Balance Sheets
(A Development Stage Company)
(Unaudited)
 	 	 	 	 	 	 	 	 	
 	 	June 30,	 	 	December 31,	 	
 	 	2008	 	 	2007	 	
Cash and cash equivalents	 	$	9,020	 	 	$	1,763	 	
Short term investments, at amortized cost	 	 	6,055	 	 	 	9,952	 	
Prepaid expenses and other current assets	 	 	358	 	 	 	22	 	
Equipment and furnishings, net	 	 	393	 	 	 	344	 	
Deposits	 	 	16	 	 	 	66	 	
 	 	 	 	 	 	 	
Total assets	 	$	15,842	 	 	$	12,147	 	

Accounts payable	 	$	471	 	 	$	55	 	
Accrued expense and other current liabilities	 	 	1,034	 	 	 	1,062	 	
Current maturities of capital lease obligations	 	 	17	 	 	 	—	 	
Due to former parent company	 	 	—	 	 	 	207	 	
Capital lease obligations, net of current maturities	 	 	13	 	 	 	—	 	
 	 	 	 	 	 	 	
 	 	 	1,535	 	 	 	1,324	 	
Total stockholders’ equity	 	 	14,307	 	 	 	10,823	 	
 	 	 	 	 	 	 	
Total liabilities and stockholders’ equity	 	$	15,842	 	 	$	12,147	 	

 

CONTACT:
RXi Pharmaceuticals
Donna Falcetti
508-929-3615
ir@rxipharma.com
or
Investors
SAN Group
Susan Noonan
212-966-3650
susan@sanoonan.com
or
Media
Rx Communications Group
Eric Goldman
917-322-2563
egoldman@rxir.com