Attached files
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EX-1.1 - EX-1.1 - SELLAS Life Sciences Group, Inc. | b80137exv1w1.htm |
EX-4.1 - EX-4.1 - SELLAS Life Sciences Group, Inc. | b80137exv4w1.htm |
EX-5.1 - EX-5.1 - SELLAS Life Sciences Group, Inc. | b80137exv5w1.htm |
EX-99.1 - EX-99.1 - SELLAS Life Sciences Group, Inc. | b80137exv99w1.htm |
EX-10.1 - EX-10.1 - SELLAS Life Sciences Group, Inc. | b80137exv10w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 22, 2010
RXI PHARMACEUTICALS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-33958 | 20-8099512 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
of incorporation or organization) | File Number) | Identification No.) |
60 Prescott Street, Worcester, MA 01605
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (508) 767-3861
Not Applicable
Former name or former address, if changed since last report
Former name or former address, if changed since last report
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 1.01 Entry into a Material Definitive Agreement | ||||||||
Item 8.01 Other Events | ||||||||
Item 9.01. Financial Statements and Exhibits | ||||||||
Signature | ||||||||
Index to Exhibits | ||||||||
EX-1.1 | ||||||||
EX-4.1 | ||||||||
EX-5.1 | ||||||||
EX-10.1 | ||||||||
EX-99.1 |
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
On
March 22, 2010, RXi Pharmaceuticals Corporation (the Company) entered into a Stock Redemption
Agreement with CytRx Corporation (the Stock Redemption Agreement). The description of the
Stock Redemption Agreement under Item 8.01 of this Current Report is incorporated into Item
1.01 of this Current Report by reference.
Table of Contents
Item 8.01 Other Events
On
March 22, 2010, the Company entered into a placement agent agreement with Rodman &
Renshaw, LLC as the exclusive placement agent, relating to the
offering (the Offering) by the Company to
certain investors (the Purchasers) of
up to 2,700,000 units (the Units), with each Unit consisting of (i) a share of the Companys
common stock, par value $0.0001 per share (Common Stock) and (ii) a warrant to purchase 0.20 of a
share of Common Stock, at a purchase price of $6.00 per Unit, pursuant to the terms of the
placement agent agreement (the Placement Agent Agreement) and the related securities purchase
agreement to be entered into between Company and the Purchasers (the Securities Purchase
Agreement). In the aggregate, the Company is offering up to
2,700,000 shares of Common Stock and
warrants to purchase up to 540,000 shares of Common Stock (the Warrants). The Warrants will
generally be exercisable beginning six months from the date of issuance for a period of six years
from the date the Warrants are exercisable and will carry an exercise price per share equal to
$6.00.
The
Company anticipates raising gross proceeds of approximately
$16,200,000 from the Offering. The net offering
proceeds to the Company from the sale of the Shares, after deducting the placement agents fees and
other estimated offering expenses payable by the Company, are
expected to be approximately $15,215,000.
The Offering is expected close on or about March 26, 2010, or on such later date as the Company
and the Purchasers may agree, subject to customary closing conditions.
Pursuant to the Stock Redemption Agreement entered into between the Company and Cytrx
Corporation on March 22, 2010, the Company is required to use 25% of the net proceeds from the
Offering to repurchase from CytRx a number of shares of the Companys common stock held by CytRx
(the CytRx Shares) equal to 25% of shares of Common Stock sold by the Company in the Offering.
The Company is also required to use 25% of the proceeds from the exercise of Warrants issued in
the Offering to repurchase from CytRx a number of CytRx Shares equal to 25% of shares issued upon
the exercise of such Warrants. The Company is required to
repurchase the CytRx Shares on the first business day following the closing of this offering and,
if any warrant issued in this offering is exercised, on the first business day after the exercise
of such warrant.
The Company intends to use the net proceeds from the sale of the Units in the Offering
remaining after the repurchase of the CytRx Shares for general corporate purposes, which may include working
capital, capital expenditures, research and development expenditures, clinical trial expenditures,
commercial expenditures, acquisitions of new technologies or
businesses, and investments.
The Offering was made pursuant to the Companys shelf registration statement on Form S-3 (File
No. 333-158968), which was declared effective by the Securities
and Exchange Commission (the SEC) on May 22,
2009 and the Companys registration statement of Form S-3 (File No. 333-165621) filed pursuant to Rule 462(b) under the Securities Act, as amended (the Securities Act), which was declared effective by the SEC on March 22, 2010.
The Company will file with the SEC a prospectus supplement
relating to the Offering pursuant to Rule 424(b) under the Securities Act.
In connection with the Offering, the Company is filing as exhibits to this Current Report on
Form 8-K the following documents:
| as Exhibit 1.1, the Placement Agent Agreement; | ||
| as Exhibit 4.1, the Form of Warrant; | ||
| as Exhibits 5.1 and 23.1, the legal opinion and consent of Ropes & Gray LLP relating to the shares of Common Stock and the Warrants to purchase Common Stock to be issued and sold in the Offering; | ||
| as Exhibit 10.1, the Stock Redemption Agreement; | ||
| as Exhibit 10.2, the Form of Securities Purchase Agreement; | ||
| as Exhibit 99.1, a Press Release relating to the Offering. |
The foregoing summary of the terms of the Form of Warrant, the Placement Agent Agreement, the Stock Redemption Agreement
and the Securities Purchase Agreement, is subject to, and qualified in its entirety by, the Form of Warrant, the Placement Agent Agreement, the Stock Redemption Agreement and the Securities Purchase Agreement
which are attached to this Current Report as exhibits and are incorporated herein by reference. The Company's Press Release is also incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
1.1
|
Placement Agent Agreement dated as of March 22, 2010 by and between RXi Pharmaceuticals Corporation and Rodman & Renshaw, LLC, as placement agent | |
4.1
|
Form of Warrant between RXi Pharmaceuticals Corporation and certain investors | |
5.1
|
Opinion of Ropes & Gray LLP | |
10.1
|
Stock Redemption Agreement dated as of March 22, 2010 by and between RXi Pharmaceuticals Corporation and CytRx Corporation | |
10.2
|
Form of Securities Purchase Agreement between RXi Pharmaceuticals Corporation and certain investors (incorporated by reference from Annex A to the free writing prospectus of the Company filed with the SEC on the date hereof) | |
23.1
|
Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above) | |
99.1
|
Press release of RXi Pharmaceuticals Corporation issued March 23, 2010 |
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: March 23, 2010 | By: | /s/ Noah D. Beerman | ||
Name: | Noah D. Beerman | |||
Title: | Chief Executive Officer |
Table of Contents
Index to Exhibits
1.1 | Placement Agent Agreement dated as of March 22, 2010 by and between RXi Pharmaceuticals Corporation and Rodman & Renshaw, LLC | |
4.1 | Form of Warrant between RXi Pharmaceuticals Corporation and certain investors | |
5.1 | Opinion of Ropes & Gray LLP | |
10.1 | Stock Redemption Agreement dated as of March 22, 2010 by and between RXi Pharmaceuticals Corporation and CytRx Corporation | |
10.2 | Form of Securities Purchase Agreement between RXi Pharmaceuticals Corporation and certain investors (incorporated by reference from Annex A to the free writing prospectus of the Company filed with the SEC or the date hereof) | |
23.1 | Consent of Ropes & Gray LLP (contained in Exhibit 5.1 above) | |
99.1 | Press release of RXi Pharmaceuticals Corporation issued March 23, 2010 |