CUSIP No. 74979C303 | 13G/A | Page 2 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TANG CAPITAL PARTNERS, LP | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 2,236,438 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 2,236,438 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,236,438 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% |
| 12 | TYPE OF REPORTING PERSON PN |
CUSIP No. 74979C303 | 13G/A | Page 3 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) TANG CAPITAL MANAGEMENT, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 2,236,438 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 2,236,438 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,236,438 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% |
| 12 | TYPE OF REPORTING PERSON OO |
CUSIP No. 74979C303 | 13G/A | Page 4 of 8 Pages |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KEVIN C. TANG | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | (a) o (b) x |
| 3 | SEC USE ONLY | |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES | |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER 0 |
| 6 | SHARED VOTING POWER 2,236,438 | |
| 7 | SOLE DISPOSITIVE POWER 0 | |
| 8 | SHARED DISPOSITIVE POWER 2,236,438 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,236,438 |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.9% |
| 12 | TYPE OF REPORTING PERSON IN |
| Item 1(a). | Name of Issuer: | |
| RXi Pharmaceuticals Corporation, a Delaware corporation (the “Issuer”) | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 257 Simarano Drive, Suite 101, Marlborough, MA, 01752 | ||
| Item 2(a). | Name of Person Filing: | |
| This Statement on Schedule 13G/A (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin C. Tang, the manager of Tang Capital Management. | ||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | |
| 4747 Executive Drive, Suite 510, San Diego, CA 92121 | ||
| Item 2(c). | Citizenship: | |
| Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen. | ||
| Item 2(d). | Title of Class of Securities: | |
Common Stock, par value $0.0001 per share (the “Common Stock”) | ||
| Item 2(e). | CUSIP Number: 74979C303 |
| Item 3. | Not applicable. |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: | |
Tang Capital Partners. Tang Capital Partners is the beneficial owner of 2,236,438 shares of the Issuer’s Common Stock, which is comprised of: 1,001,841 shares of the Issuer’s Common Stock, 5,109.581 shares of the Issuer’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”) and 1,166.804 shares of the Issuer’s Series A-1 Convertible Preferred Stock, par value $0.0001 per share (the “Series A-1 Preferred”). | ||
| Tang Capital Partners shares voting and dispositive power over such shares of Common Stock, Series A Preferred and Series A-1 Preferred with Tang Capital Management and Kevin C. Tang. | ||
| The Series A Preferred and Series A-1 Preferred can only be converted into Common Stock to the extent that, after such conversion, the holder would beneficially own no more than 9.999% of the Issuer’s Common Stock. | ||
Tang Capital Management. Tang Capital Management, as the general partner of Tang Capital Partners, may be deemed to beneficially own the shares of the Issuer’s Common Stock and preferred stock beneficially owned by Tang Capital Partners. |
Kevin C. Tang. Kevin C. Tang, as manager of Tang Capital Management, may be deemed to beneficially own the shares of the Issuer’s Common Stock and preferred stock beneficially owned by Tang Capital Partners. Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein. The percentages used herein are based upon 22,366,618 shares of Common Stock outstanding (21,132,021 shares outstanding as of November 26, 2014 per the Prospectus Supplement on Form 424b5 as filed with the Securities and Exchange Commission on December 19, 2014, plus 1,234,597 shares of Common Stock issuable upon conversion of the Series A Preferred and Series A-1 Preferred). | |||
| (b) | Percent of Class: | ||
| Tang Capital Partners | 9.9% | ||
| Tang Capital Management | 9.9% | ||
| Kevin C. Tang | 9.9% | ||
| (c) | Number of shares as to which such person has: | |||
| (i) | sole power to vote or to direct the vote: | |||
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (ii) | shared power to vote or to direct the vote: | |||
| Tang Capital Partners | 2,236,438 shares | |||
| Tang Capital Management | 2,236,438 shares | |||
| Kevin C. Tang | 2,236,438 shares | |||
| (iii) | sole power to dispose or to direct the disposition of: | |||
| Tang Capital Partners | 0 shares | |||
| Tang Capital Management | 0 shares | |||
| Kevin C. Tang | 0 shares | |||
| (iv) | shared power to dispose or to direct the disposition of: | |||
| Tang Capital Partners | 2,236,438 shares | |||
| Tang Capital Management | 2,236,438 shares | |||
| Kevin C. Tang | 2,236,438 shares | |||
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| Not applicable. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| Date: | January 27, 2015 | |
| TANG CAPITAL PARTNERS, LP | ||
| By: | Tang Capital Management, LLC, its General Partner | |
| By: | /s/ Kevin C. Tang | |
| Kevin C. Tang, Manager | ||
| TANG CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Kevin C. Tang | |
| Kevin C. Tang, Manager | ||
| /s/ Kevin C. Tang | ||
| Kevin C. Tang | ||
