RXi Pharmaceuticals Enters into Common Stock Purchase Agreement for Up to $15.0 Million


RXi Pharmaceuticals Corporation (NASDAQ: RXII), a clinical-stage RNAi company developing innovative therapeutics that address significant unmet medical needs, today announced that it has entered into a common stock purchase agreement with Lincoln Park Capital Fund, LLC (LPC). LPC is a long-only, Chicago-based investor with a portfolio emphasis in life sciences, including therapeutics being developed to treat cancer.

"We are very pleased to be able to announce this commitment from Lincoln Park Capital, a loyal stakeholder since 2014." said Dr. Geert Cauwenbergh, President, and CEO of RXi Pharmaceuticals. He further added that, "As we announced yesterday, our Company has advanced its immuno-oncology program with the selection of two sd-rxRNA compounds to enter pre-clinical development, and selected a manufacturing facility to produce cGMP material aiming to enter the clinic as early as 2018. This is a major step for our Company and this commitment provides us with a Company-controlled, flexible method to access additional capital on an as needed basis as we accelerate our entry in this exciting field of medicine. As we look to extend our financial runway and execute on our strategy, this commitment provides an efficient cost-of-capital solution for the Company, particularly as compared to other forms of equity capital that are currently seen in the market."

According to the terms of the agreement, and subject to a registration statement to be filed and declared effective by the SEC, RXi will have the right at its sole discretion to sell to LPC up to $15.0 million worth of shares over a 30-month period. RXi will control the timing of any future investment and LPC will be obligated to make purchases in accordance with the terms of the agreement.

RXi expects to use the proceeds for working capital and general corporate purposes, including advancing its immuno-oncology pipeline. No warrants, derivatives, financial or business covenants are associated with the agreement, and LPC will not cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of shares of the Company's common stock.

There are no upper limits to the price LPC may pay to purchase common stock from the Company, and the purchase price of the shares will be based on the prevailing market prices of the Company's shares at the time of each sale to LPC. In consideration for entering into the agreement and committing to fund up to $15.0 million, RXi has issued shares of common stock to LPC as a commitment fee. The agreement may be terminated by the Company at any time, at its sole discretion, without any additional cost or penalty.

About RXi Pharmaceuticals

RXi Pharmaceuticals Corporation (NASDAQ: RXII) is a clinical-stage company developing innovative therapeutics that address significant unmet medical needs. Building on the pioneering discovery of RNAi, scientists at RXi have harnessed the naturally occurring RNAi process which can be used to "silence" or down-regulate the expression of a specific gene that may be overexpressed in a disease condition. RXi developed a robust RNAi therapeutic platform, including self-delivering RNA (sd-rxRNA®) compounds, that have the ability to highly selectively block the expression of any target in the genome, thus providing applicability to many therapeutic areas. Our current programs include dermatology, ophthalmology, and cell-based immunotherapy. RXi's extensive patent portfolio provides for multiple product and business development opportunities across a broad spectrum of therapeutic areas, and we actively pursue research collaborations, partnering and out-licensing opportunities with academia and pharmaceutical companies. For additional information, visit the Company's website, www.rxipharma.com.

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