UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Filed Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report
(Date
of earliest event reported): April 15, 2010
Repros
Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-15281
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76-0233274
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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2408
Timberloch Place, Suite B-7
The
Woodlands, Texas 77380
(Address
of principal
executive
offices
and
zip code)
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(281)
719-3400
(Registrant’s
telephone number,
including
area code)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2 below):
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On April
15, 2010, Repros Therapeutics Inc. (the “Company”) announced that it believes
that it has regained compliance with the minimum stockholders' equity
requirement for continued listing on the Nasdaq Capital Market.
As
previously announced, for continued listing on the Nasdaq Capital Market, the
Company must (i) maintain either stockholders’ equity of at least $2.5 million
or a market value of listed securities of $35 million pursuant to Listing Rules
5550(b)(1) and (2), respectively, by May 5, 2010 and (ii) maintain a minimum bid
price of $1.00 per share pursuant to Listing Rule 5550(a)(2) by June 14,
2010.
As of
April 14, 2010, pursuant to the Equity Distribution Agreement dated February 12,
2010 between the Company and Ladenburg Thalman & Co. Inc., the Company
believes that it has raised sufficient funds to satisfy the minimum
stockholders' equity required for continued listing on the Nasdaq Capital
Market.
The Company continues to have until
June 14, 2010 to maintain the required minimum bid price for continued
listing. During the Company's annual stockholders' meeting to be held
on May 17, 2010, the Company's stockholders will vote on a proposal to grant the
board of directors of the Company the authority to effect a reverse split of its
common stock within one year of such annual meeting on a basis not to exceed one
share of common stock for up to five shares of common stock outstanding, if
necessary, in the sole discretion of the board of directors of the Company, for
purposes of maintaining its listing on the Nasdaq Capital
Market. There can be no assurance that the stockholders of the
Company will approve this proposal.
Item
8.01 Other Events.
On April
15, 2010, the Company issued a press release titled “Repros Announces Compliance
with NASDAQ Minimum Stockholders' Equity Requirement” related to the information
described in Item 3.01 above. A copy of such press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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99.1
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Press
Release dated April 15, 2010
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Repros
Therapeutics Inc. |
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Date:
April 15, 2010
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By:
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/s/
Joseph S.
Podolski
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Joseph
S. Podolski
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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99.1
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Press
Release dated April 15, 2010
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