Attached files
| file | filename |
|---|---|
| EX-10.2 - REPROS THERAPEUTICS INC. | v164475_ex10-2.htm |
| EX-99.1 - REPROS THERAPEUTICS INC. | v164475_ex99-1.htm |
| EX-99.2 - REPROS THERAPEUTICS INC. | v164475_ex99-2.htm |
| EX-10.1 - REPROS THERAPEUTICS INC. | v164475_ex10-1.htm |
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): October 28, 2009
Repros
Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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001-15281
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76-0233274
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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.
Seventh Amendment to NIH
Agreement
On
October 28, 2009, Repros Therapeutics Inc., a Delaware corporation (the
“Company”), entered into the Seventh Amendment (the “Amendment”) to the
Agreement by and between the Company and National Institutes of Health of the
Food and Drug Administration agencies of the United States Public Health Service
within the Department of Health and Human Services (as previously amended, the
“Agreement”).
The
Amendment revises the existing milestones and dates for performance to provide
additional time to lift the current clinical hold on Proellex® or select a
second generation molecule for further development from the family of
anti-progestational agents covered by the Agreement. If the hold on
the active ingredient of Proellex® cannot be lifted, the Company can satisfy the
diligence portion of the Agreement by selecting a second molecule from the
family of anti-progestational agents covered by the Agreement and, after
sufficient pre-clinical work, submit a pre-clinical package for opening an
Investigational New Drug Application to the FDA to commence human clinical
testing of this new agent.
A copy of
the Company’s press release announcing entry into the Amendment is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Settlement Agreement with
Creditors
On
October 29, 2009, the Company entered into a Master Settlement Agreement and
Releases (the “Settlement Agreement”) with its major creditors (the
“Creditors”). Pursuant to the Settlement Agreement, the Company
agreed to issue an aggregate of up to 5,503,843 shares of its common stock
and pay an aggregate of approximately $2.8 million to such Creditors as
payment in full for then-outstanding liabilities to such Creditors and in
exchange for the release of the claims held by and the dismissal of the
litigation commenced by the Creditors against the Company. Under the
Settlement Agreement, the Company agreed to use its best efforts to prepare and
file a registration statement to register such shares issued to the Creditors,
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
shares registered thereunder to the Creditors have been sold or for a period of
one year, whichever comes first. The Company also agreed
to refrain from (i) filing any other registration statement for any primary
public offering or other offering of its equity securities prior to filing such
registration statement with the Securities and Exchange Commission and (ii)
selling any shares for any primary public offering or other offering of its
equity securities during the ten business days immediately following the
effective date of such registration statement, in order to provide such
Creditors an opportunity to sell their shares issued under the Settlement
Agreement.
A copy of
the Company’s press release announcing entry into the Settlement Agreement and a
copy of the Settlement Agreement are attached as Exhibit 99.2 and Exhibit
10.1, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under the heading titled “Settlement Agreement with
Creditors” in Item 1.01 of this Current Report on Form 8-K is hereby
incorporated into this Item 3.02 by reference.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
October 29, 2009, Katherine Anderson was engaged as the Chief Accounting Officer
of the Company. Ms. Anderson, 51, is a certified public accountant
and has served as the Company’s Controller for the previous 8
years.
In
connection with her appointment as Chief Accounting Officer, the Company and Ms.
Anderson entered into a consulting agreement. Pursuant to the terms
and conditions of the Consulting Agreement, Ms. Anderson will receive $10,500
per month as compensation for service as the Chief Accounting
Officer. The foregoing description is qualified in its entirety by
reference to the Consulting Agreement, a copy of which is attached hereto as
Exhibit 10.2 and is incorporated herein by reference.
As of
October 29, 2009, Dr. Paul Lammers resigned his positions as the Company’s
President and Secretary to become the Chief Executive Officer of Mirna
Therapeutics, a private biotechnology company. Dr. Lammers’
resignation was not a result of any disagreements relating to the Company’s
operations, policies or practices.
On
October 30, 2009, John C. Reed, MD, Ph.D. resigned his position as a member of
the Company’s board of directors effective November 1, 2009. Dr.
Reed’s resignation was not a result of any disagreements relating to the
Company’s operations, policies or practices.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
|
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10.1
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Master
Settlement Agreement and Releases dated October 29, 2009 by and among the
Company and its creditors signatory thereto
|
|
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10.2
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Consulting
Agreement dated October 29, 2009 by and between the Company and Katherine
Anderson
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99.1
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Press
Release dated October 28, 2009
|
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99.2
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Press
Release dated October 30, 2009
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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.
| Repros Therapeutics Inc. | |||
| Date: November 2, 2009 | |||
|
|
By:
|
/s/ Joseph S. Podolski | |
| Joseph S. Podolski | |||
| Chief Executive Officer | |||
EXHIBIT
INDEX
| Exhibit | ||
| Number | Description | |
|
|
10.1
|
Master
Settlement Agreement and Releases dated October 29, 2009 by and among the
Company and its creditors signatory thereto
|
|
|
10.2
|
Consulting
Agreement dated October 29, 2009 by and between the Company and Katherine
Anderson
|
|
|
99.1
|
Press
Release dated October 28, 2009
|
|
99.2
|
Press
Release dated October 30,
2009
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