CUSIP No. 74979C105
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13G
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Page 2 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TANG CAPITAL PARTNERS, LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
32,677,161
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7
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SOLE DISPOSITIVE POWER
0
|
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8
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SHARED DISPOSITIVE POWER
32,677,161
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,677,161
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
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12
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TYPE OF REPORTING PERSON
PN
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CUSIP No. 74979C105
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13G
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Page 3 of 8 Pages
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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
32,677,161
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
|
SHARED DISPOSITIVE POWER
32,677,161
|
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,677,161
|
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
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CUSIP No. 74979C105
|
13G
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Page 4 of 8 Pages
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
KEVIN C. TANG
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) o
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
32,677,161
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
8
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SHARED DISPOSITIVE POWER
32,677,161
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9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,677,161
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
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12
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TYPE OF REPORTING PERSON
IN
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Item 1(a).
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Name of Issuer:
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RXi Pharmaceuticals Corporation, a Delaware corporation (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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1500 West Park Drive, Suite 210, Westborough, MA, 01581
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Item 2(a).
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Name of Person Filing:
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This Statement on Schedule 13G (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.
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
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4747 Executive Drive, Suite 510, San Diego, CA 92121
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Item 2(c).
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Citizenship:
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Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, $0.0001 par value per share (the “Common Stock”)
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Item 2(e).
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CUSIP Number: 74979C105
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Item 3.
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Not applicable.
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Item 4.
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Ownership.
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(a)
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Amount Beneficially Owned:
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Tang Capital Partners. Tang Capital Partners is the beneficial owner of 32,677,161 shares of the Issuer’s Common Stock, which is comprised of: 27,500,000 shares of the Issuer’s Common Stock and shares of Common Stock currently issuable upon conversion of the Issuer’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred”), held by Tang Capital Partners, which such Series A Preferred is convertible into Common Stock, but only to the extent that, after such conversion, the holder would beneficially own no more than 9.999% of the Issuer’s Common Stock.
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Tang Capital Partners shares voting and dispositive power over such shares of Common Stock (including the Common Stock underlying the Series A Preferred) with Tang Capital Management and Kevin C. Tang.
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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 beneficially owned by Tang Capital Partners.
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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 beneficially owned by Tang Capital Partners.
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Mr. Tang disclaims beneficial ownership of all shares reported herein except to the extent of his pecuniary interest therein.
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The percentages used herein are based upon 326,804,295 shares of Common Stock outstanding (158,670,223 shares outstanding as of November 9, 2012 per the Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on November 13, 2012, plus 112,956,911 shares of the Issuer’s Common Stock issued in a private placement and 50,000,000 shares issued pursuant to an asset purchase agreement, each as described in the Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 7, 2013, plus 5,177,161 shares of Common Stock issuable upon conversion of the Series A Preferred).
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(b)
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Percent of Class:
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Tang Capital Partners
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9.9%
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Tang Capital Management
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9.9%
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Kevin C. Tang
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9.9%
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
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Kevin C. Tang
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0 shares
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(ii)
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shared power to vote or to direct the vote:
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Tang Capital Partners
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32,677,161 shares
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Tang Capital Management
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32,677,161 shares
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Kevin C. Tang
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32,677,161 shares
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(iii)
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sole power to dispose or to direct the disposition of:
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Tang Capital Partners
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0 shares
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Tang Capital Management
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0 shares
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Kevin C. Tang
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0 shares
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(iv)
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shared power to dispose or to direct the disposition of:
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Tang Capital Partners
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32,677,161 shares
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Tang Capital Management
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32,677,161 shares
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Kevin C. Tang
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32,677,161 shares
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Item 10.
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Certification.
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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.
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Date:
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March 18, 2013
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TANG CAPITAL PARTNERS, LP
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By:
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Tang Capital Management, LLC, its General Partner
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By:
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/s/ Kevin C. Tang
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Kevin C. Tang, Manager
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TANG CAPITAL MANAGEMENT, LLC
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By:
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/s/ Kevin C. Tang
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Kevin C. Tang, Manager
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/s/ Kevin C. Tang
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Kevin C. Tang
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Date: March 18, 2013
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TANG CAPITAL PARTNERS, LP
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By:
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Tang Capital Management, LLC
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Its:
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General Partner
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By:
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/s/ Kevin C. Tang
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Name:
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Kevin C. Tang
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Title:
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Manager
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TANG CAPITAL MANAGEMENT, LLC
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By:
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/s/ Kevin C. Tang
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Name:
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Kevin C. Tang
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Title:
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Manager
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/s/ Kevin C. Tang
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Name:
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Kevin C. Tang
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