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): May 11, 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):
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On May
11, 2010, Repros Therapeutics Inc. (the “Company”) received a letter from the
Nasdaq Hearings Panel (the "Panel") confirming that the Company has met the
minimum stockholders' equity requirement for continued listing on the Nasdaq
Capital Market, and the Panel has determined to continue the listing of the
Company's securities on the Nasdaq Stock Market. The Panel's decision
does not address the pending potential bid price deficiency because no delisting
determination notice has been issued and, thus, such matter is not yet ripe for
the Panel's consideration.
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 or that the Company will be able to maintain
its listing on the Nasdaq Capital Market. If the Company cannot
demonstrate compliance with the required minimum bid price by June 14, 2010, the
Company's securities will be subject to immediate delisting. If
necessary, the Company may appeal any decision by Nasdaq to delist its
securities.
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: May
13, 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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