0001193125-12-468948.txt : 20121114 0001193125-12-468948.hdr.sgml : 20121114 20121114071553 ACCESSION NUMBER: 0001193125-12-468948 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20121114 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121114 DATE AS OF CHANGE: 20121114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RXi Pharmaceuticals Corp CENTRAL INDEX KEY: 0001533040 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-177498 FILM NUMBER: 121200974 BUSINESS ADDRESS: STREET 1: 1500 WEST PARK DRIVE STREET 2: SUITE 210 CITY: WESTBOROUGH STATE: MA ZIP: 01581 BUSINESS PHONE: (508) 767-3861 MAIL ADDRESS: STREET 1: 1500 WEST PARK DRIVE STREET 2: SUITE 210 CITY: WESTBOROUGH STATE: MA ZIP: 01581 8-K 1 d438968d8k.htm FORM 8-K Form 8-K

 

 

UNITED STATES

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

Date of report (Date of earliest event reported): November 14, 2012

 

 

RXi PHARMACEUTICALS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   333-177498   45-3215903

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

1500 West Park Drive, Suite 210  
Westborough, Massachusetts   01581
(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On November 14, 2012, RXi Pharmaceuticals Corporation (the “Company”) reported its results of operations for the quarter ended September 30, 2012. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”).

The information in this Item 2.02 and attached as Exhibit 99.1 to this Report will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Press Release dated November 14, 2012

*    *    *


SIGNATURES

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: November 14, 2012     By:   /s/ Geert Cauwenbergh
      Geert Cauwenbergh, Dr. Med. Sc.
      Chief Executive Officer
EX-99.1 2 d438968dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

LOGO

RXi Pharmaceuticals Reports Financial

Results for the Third Quarter of 2012

 

   

Appointment of Jeannette Graf, M.D. and Leroy Young, M.D., and re-appointment of Craig Mello, Ph.D., Nobel Laureate for the discovery of the RNAi mechanism, to the Company’s Scientific Advisory Board.

 

   

Receipt of a Small Business Innovation Research (SBIR) grant for approximately $300,000 from the National Cancer Institute (NCI) of the National Institutes of Health (NIH).

 

   

Completion of dosing in Phase 1 Trial for RXI-109 Program.

Westborough, MA, November 14, 2012 RXi Pharmaceuticals Corporation (OTC: RXII), a biotechnology company focused on discovering, developing and commercializing innovative therapies addressing major unmet medical needs using RNA-targeted technologies, today reported its financial results for the quarter ended September 30, 2012.

“We have continued to execute according to plan in the third quarter of 2012, with the final reports for our first Phase 1 study due in Q1 2013,” said Dr. Geert Cauwenbergh, President and CEO of RXi Pharmaceuticals. He added that, “The excellent safety profile observed with RXI-109 in our single dose Phase 1 study has helped us to finalize the preparations and dose selections for our next Phase 1 study, which will focus on multiple dosing in volunteers. We expect this study to start before the end of 2012. All this has been done with a cash burn completely in line with our projections and assets. As a new independent company, we are very pleased with our continued transition from a technology platform company into a company developing commercially viable assets.”

Recent Highlights

Quarterly Financial Highlights:

Cash and Cash Equivalents

At September 30, 2012, RXi had cash and cash equivalents of approximately $6.3 million, compared with $0.5 million at December 31, 2011. The increase in cash and cash equivalents is primarily attributable to the net proceeds of approximately $8.1 million received from the issuance of the Company’s convertible preferred stock upon completion of the spin-off from the Company’s former parent company, Galena Biopharma, Inc. on April 27, 2012.

Net Loss Applicable to Common Stockholders

Net loss applicable to common stockholders for the third quarter of 2012 was $2.9 million, or $0.02 per basic and diluted share, compared with a net loss applicable to common stockholders of $2.0 million, or $0.05 per basic and diluted share, for the comparable period in 2011. The increase in net loss applicable to common stockholders was primarily attributable to the fair value of the non-cash dividend of $1.3 million payable to the Company’s preferred shareholders.

Revenues

Revenues for the quarter ended September 30, 2012 were $0.1 million as compared with no revenues for the same period in the prior year. Revenues during the quarter related to the recognition of work completed on the Company’s government grants.


Research and Development Expense

Research and development expenses for the third quarter of 2012 were $1.2 million, compared with $1.1 million for the third quarter of 2011. The increase of $0.1 million as compared to the prior year period was primarily due to an increase of $0.05 million in research and development expenses to run the clinical trial for the Company’s RXI-109 program and an increase of $0.06 million in employee stock based compensation expense.

General and Administrative Expenses

General and administrative expenses for the third quarter of 2012 were $0.5 million, compared with $1.0 million for the third quarter of 2011. The decrease of $0.5 million was primarily due to a decrease of $0.3 million in general and administrative expenses due to lower personnel related costs, board fees and expenses, and professional outside services and a decrease of $0.2 million in employee stock based compensation.

Preferred Stock Accretion and Dividends

Accretion of Series A Preferred Stock and dividends was $1.3 million for the third quarter of 2012 compared with no accretion of Series A Preferred Stock and dividends for the third quarter of 2011. The $1.3 million relates to the fair value of the dividends paid to preferred shareholders during the third quarter of 2012.

Corporate Highlights

 

   

Receipt of a Small Business Innovation Research (SBIR) grant from the National Cancer Institute (NCI) of the National Institutes of Health (NIH): The grant provides approximately $300,000 in funding for a project enabling the discovery and preclinical development of sd-rxRNAs® as potential therapy for retinoblastoma, a pediatric ocular malignancy. The project will be completed in collaboration with Dr. David Cobrinik and colleagues at the Memorial Sloan-Kettering Cancer Center.

 

   

Appointment of Scientific Advisory Board Members and re-appointment of Craig Mello, Ph.D., Nobel Laureate for the discovery of the RNAi mechanism, to the Company’s Scientific Advisory Board: RXi appointed Dr. Jeannette Graf and Dr. Leroy Young to the Company’s Scientific Advisory Board and re-appointed Craig Mello, Ph.D. to the Company’s Scientific Advisory Board. The addition of these two highly esteemed clinicians provides RXi with invaluable experience and clinical research expertise that are key to the ongoing development of the Company’s RXI-109 program.

Scientific Achievements

 

   

Completion of dosing in Phase 1 Trial for RXI-109 Program: Dosing with the Company’s first product candidate, in its first Phase 1 study, was completed during September 2012. RXI-109 is being developed to prevent or reduce dermal scarring following surgery or trauma, as well as for the management of hypertrophic scars and keloids. Fifteen subjects were enrolled in a double-blind dose, escalation study during which single intradermal injections were administered in a dose dependent manner to 5 cohorts of 3 subjects each. Subjects received an injection of RXI-109 in 2 separate areas on the abdomen and placebo injections in two other areas of the abdomen. Data on safety and tolerance were collected and evaluated for each cohort before moving to the next cohort with a higher dose level. RXI-109 was well tolerated by intradermal injection. No serious local or systemic side effects were observed in the subjects at any of the doses administered.

About RXI-109

RXi Pharmaceutical’s first clinical program centers around RXI-109, a self-delivering RNAi compound (sd-rxRNA®) developed by RXi for the reduction of dermal scarring in planned surgeries. RXI-109 is designed to reduce the expression of CTGF (connective tissue growth factor), a critical regulator of several biological pathways involved in fibrosis, including scar formation in the skin. The first clinical trial of RXI-109, initiated in June 2012, has been designed to evaluate the safety and tolerability of several dose levels of RXI-109 in humans and may


provide preliminary evidence of surgical scar reduction. As there are currently no FDA-approved drugs to prevent scar formation, a therapeutic of this type could have great benefit for trauma and surgical patients (especially relating to raised or hypertrophic scarring), as a treatment during the surgical revision of existing unsatisfactory scars, and in the treatment, removal and inhibition of keloids (scars which extend beyond the original skin injury).

About RXi Pharmaceuticals Corporation

RXi Pharmaceuticals Corporation (OTC: RXII) is a biotechnology company focused on discovering, developing and commercializing innovative therapies based on its proprietary, next-generation RNAi platform. Therapeutics that use RNA interference, or “RNAi,” have great promise because of their ability to “silence,” or down-regulate, the expression of a specific gene that may be overexpressed in a disease condition. Building on the pioneering work of scientific founder and Nobel Laureate Dr. Craig Mello, RXi’s first RNAi product candidate, RXI-109, which targets CTGF (connective tissue growth factor), entered into a human clinical trial in June 2012 to evaluate its safety, tolerability and potential efficacy for scar prevention. For more information, please visit 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. Forward-looking statements can be identified by words such as: “intend,” “believe,” “expect,” “may,” “should,” “designed to,” “will” and similar references. Such statements include, but are not limited to, statements about: our ability to successfully develop RXI-109 and our other product candidates; the future success of our first clinical trial with RXI-109; our expectation that our next Phase 1 study in RXI-109 will start before the end of 2012; and our ability to implement cost-saving measures. Forward-looking statements are neither historical facts nor assurances of future performance. Instead they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others: the risk that our clinical trial with RXI-109 may not be successful in evaluating the safety and tolerability of RXI-109 or providing preliminary evidence of surgical scar reduction; the successful and timely completion of clinical studies; uncertainties regarding the regulatory process; the availability of funds and resources to pursue our research and development projects, including our clinical trials with RXI-109; general economic conditions; and those identified under “Risk Factors” in the Company’s most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q and in other filings the Company periodically makes with the SEC. The Company 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 press release.


RXi PHARMACEUTICALS CORPORATION (REGISTRANT) AND PREDECESSOR (RNAi)

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share data)

(Unaudited)

 

     RXi
(Registrant)
    Predecessor
(RNAi) and RXi
(Registrant)
    RXi
(Registrant)
    Predecessor
(RNAi) and RXi
(Registrant)
 
    

For the Three

Months Ended

September 30,

2012

   

For the Three

Months Ended

September 30,

2011

   

For the Nine

Months Ended

September 30,

2012

   

For the Nine

Months Ended

September 30,

2011

 

Total revenue

   $ 57      $ —        $ 57      $ —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Research and development expense

     1,214        1,126        9,314        5,074   

General and administrative expense

     539        1,041        2,006        5,206   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (1,696     (2,167     (11,263     (10,280

Interest income (expense)

     (1     1        (29     1   

Other income

     53        123        124        2,513   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (1,644     (2,043     (11,168     (7,766

Accretion of Series A convertible preferred stock and dividends

     (1,277     —          (11,897     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss applicable to common stockholders

   $ (2,921   $ (2,043   $ (23,065   $ (7,766
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per common share applicable to common stockholders:

        

Basic and diluted loss per share

   $ (0.02   $ (0.05   $ (0.18   $ (0.23
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding:

        

Basic and diluted

     157,155,222        41,970,481        130,032,178        33,697,704   
  

 

 

   

 

 

   

 

 

   

 

 

 


RXi PHARMACEUTICALS CORPORATION (REGISTRANT)

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(Unaudited)

 

     RXi (Registrant)     RXi (Registrant)  
     September 30,
2012
    December 31,
2011
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 6,278      $ 503   

Restricted cash

     53        53   

Due from Parent

     —          597   

Prepaid expenses and other current assets

     144        186   
  

 

 

   

 

 

 

Total current assets

     6,475        1,339   

Equipment and furnishings, net

     235        355   

Other assets

     2        —     
  

 

 

   

 

 

 

Total assets

   $ 6,712      $ 1,694   
  

 

 

   

 

 

 

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

    

Current liabilities:

    

Accounts payable

   $ 155      $ 387   

Accrued expenses and other current liabilities

     877        544   

Deferred revenue

     370        816   

Current maturities of capital lease obligations

     9        29   
  

 

 

   

 

 

 

Total current liabilities

     1,411        1,776   

Convertible notes payable

     —          500   

Capital lease obligations, net of current maturities current portion

     —          5   
  

 

 

   

 

 

 

Total liabilities

     1,411        2,281   

Commitments and contingencies

    

Total convertible preferred stock

     9,575        —     

Total stockholders’ deficit

     (4,274     (587
  

 

 

   

 

 

 

Total liabilities, convertible preferred stock and stockholders’ deficit

   $ 6,712      $ 1,694   
  

 

 

   

 

 

 
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