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): January 21, 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
3.02 Unregistered Sales of Equity Securities.
As of
January 21, 2010, Repros Therapeutics Inc. (the “Company”) has agreed to
issue, in the aggregate since the date of filing its Quarterly Report on Form
10-Q for the quarter ended September 30, 2009, more than 1% of its outstanding
shares of common stock, par value $0.001 (“Common Stock”). Between
November 30, 2009 and January 21, 2010, the Company entered into settlement
agreements and mutual releases (the “Settlement Agreements”) with certain of its
creditors (the “Creditors”), pursuant to which the Company issued an aggregate
of 281,407 shares (the “Settlement Shares”) of Common Stock and paid an
aggregate of $87,672 in cash as payment in full for its then-outstanding
liabilities to such Creditors. The total amount of debt paid by the
Company pursuant to the Settlement Agreements was $351,905. The
Settlement Shares were sold by the Company pursuant to Section 4(2) and/or Rule
506 of Regulation D promulgated under the Securities Exchange Act of 1933, as
amended. Pursuant to the Settlement Agreements, the Company agreed to
use its best efforts to prepare and file a registration statement to register
the Settlement Shares as soon as possible following the date of each Settlement
Agreement, to use its best efforts to have such registration statement declared
effective as soon as possible and to maintain such registration statement until
all such Settlement Shares registered thereunder to the Creditors have been sold
or for a period of one year, whichever comes first.
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:
January 26, 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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