RXi Pharmaceuticals obtains commitments to purchase 2.7M shares of common stock at $6.00 per share

RXi Pharmaceuticals Corporation (Nasdaq: RXII), a biopharmaceutical company pursuing the development and commercialization of proprietary therapeutics based on RNA interference (RNAi), announced today that it has obtained commitments from several investors to purchase 2.7 million shares of its common stock at $6.00 per share and warrants to purchase 540,000 shares of its common stock for gross proceeds of $16.2 million. The investors have agreed to purchase the shares and warrants for $6.00 per unit (each unit consisting of one share and a warrant to purchase 0.2 shares of common stock). The exercise price of the warrants will be $6.00 per share. The warrants will be exercisable at any time on or after the sixth-month anniversary of the closing date through and until the 78-month anniversary of the closing of the offering.

“We believe that this offering enables us to accelerate the progression of our pipeline and to continue to leverage our unique and powerful RNAi therapeutic platform”

The offering is expected to close on or about March 26, 2010 subject to the satisfaction of customary closing conditions. Proceeds from the transaction will be used to meet working capital needs and for general corporate purposes, as well as for the repurchase of 675,000 shares of RXi stock from CytRx at a price of $5.70 per share.

“We believe that this offering enables us to accelerate the progression of our pipeline and to continue to leverage our unique and powerful RNAi therapeutic platform,” said Noah D. Beerman, President and Chief Executive Officer of RXi. “In addition, we have taken the opportunity to reduce CytRx’s ownership position in RXi. Closing this financing meets one of the key operational goals for RXi in 2010 and is a significant step in our efforts to build a premier biopharmaceutical company.”

Rodman & Renshaw, LLC, a subsidiary of Rodman & Renshaw Capital Group, Inc. (Nasdaq: RODM) acted as the exclusive placement agent for the offering.

A shelf registration statement relating to the shares of common stock issued in the offering has been filed with the Securities and Exchange Commission (the “SEC”) and has been declared effective. A prospectus supplement relating to the offering will be filed with the SEC. Copies of the prospectus supplement and accompanying prospectus may be obtained directly from RXi by contacting RXi Pharmaceuticals Corporation, 60 Prescott Street, Worcester, MA 01605, from Rodman & Renshaw, LLC by calling 212-356-0549 or from the SEC’s website, www.sec.gov. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of our shares of common stock. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.