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): February 12, 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)
(281)
719-3400
(Registrant’s
telephone
number,
including area
code)
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
1.01 Entry Into a Material Definitive Agreement.
On
February 12, 2010, Repros Therapeutics Inc. (the “Company”) entered into an
Equity Distribution Agreement (the “Agreement”) with Ladenburg Thalman & Co.
Inc. (“Ladenburg”), pursuant to which the Company may issue and sell from time
to time through Ladenburg, as sales agent and/or principal, shares of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), having
an aggregate offering price of up to $10 million (the
“Shares”).
Sales of
the Shares, if any, under the Agreements will be made by any method permitted at
law deemed to be “at the market” offerings as defined in Rule 415 under the
Securities Act of 1933, as amended, including sales made directly on the Nasdaq
Capital Market, on any other existing trading market for the Common Stock or to
or through a market maker. In addition, Ladenburg may sell the Shares
in privately negotiated transactions.
Ladenburg
is not required to sell on the Company’s behalf any specific number or dollar
amount of the Shares, but Ladenburg, upon acceptance of written instructions
from the Company, will use its commercially reasonable efforts consistent with
its customary trading and sales practices, to sell the Shares up to the amount
specified, and otherwise in accordance with the terms of a placement notice
delivered to Ladenburg. The Company has no obligation to sell any Shares under
the Agreements, and may at any time suspend sales under the Agreement, provided
that such suspension shall not affect either party’s obligations with respect to
the Shares sold prior to the receipt of notice of such suspension. The Agreement
will terminate upon the earlier of (i) the sale of all Shares or (ii)
termination of the Agreement. The Agreement may be terminated by
Ladenburg at any time upon ten days notice to the Company or by the Company at
any time upon thirty days notice to Ladenburg, or by Ladenburg at any time in
certain circumstances, including the Company’s failure to maintain a listing of
the Company’s Common Stock on the Nasdaq Capital Market or the occurrence of a
material adverse change. The Company will pay Ladenburg commission of 4% of the
gross sales price of all Shares sold through it under the
Agreement.
The
Shares will be issued pursuant to the Company’s shelf registration statement on
Form S-3 (File No. 333-163648). The Company intends to file a
prospectus supplement with the Securities and Exchange Commission in connection
with the offer and sale of the Shares within the requisite time
period.
The
foregoing description of the material terms of the Agreement and the
transactions contemplated thereby, does not purport to be complete and is
qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference. A copy of the press release announcing the Company’s entry
into the Agreement is filed as Exhibit 99.1 to this Current Report on Form 8-K
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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10.1
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Equity
Distribution Agreement dated February 12, 2010 between the Company and
Ladenburg Thalman & Co. Inc.
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99.1
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Press
Release dated February 18,
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: February
19, 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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10.1
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Equity
Distribution Agreement dated February 12, 2010 between the Company and
Ladenburg Thalman & Co. Inc.
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99.1
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Press
Release dated February 18,
2010
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