RXi Pharmaceuticals Corporation
257 Simarano Drive, Suite 101
Marlborough, MA 01752
April 17, 2014
Via EDGAR Transmission and E-Mail
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey P. Riedler
Johnny Gharib
Bryan J. Pitko
Re: | RXi Pharmaceuticals Corporation |
Registration Statement on Form S-3 (File No. 333-194956)
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, RXi Pharmaceuticals Corporation (the “Company”) hereby requests that its Registration Statement on Form S-3 (File No. 333-194956) (the “Registration Statement”), be declared effective at 4:00 p.m., Washington, D.C. time, on April 18, 2014, or as soon thereafter as practicable.
In connection with the acceleration of the declaration of effectiveness of the Registration Statement, the Company hereby acknowledges that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; |
• | the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and |
• | the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any questions regarding this filing to Benjamin Kozik of Ropes & Gray LLP, counsel to the Company, at (415) 315-6331.
[Signature page follows]
Very truly yours, | ||
RXI PHARMACEUTICALS CORPORATION | ||
By: | /s/ Geert Cauwenbergh | |
Geert Cauwenbergh, Dr. Med. Sc. | ||
President and Chief Executive Officer |
Signature Page to Acceleration Request