GTx,Inc. (NASDAQ:GTXI) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year

On December5, 2016, GTx,Inc. (the Company) filed a Certificate of
Amendment of its Restated Certificate of Incorporation (the
Amendment) with the Secretary of State of the State of Delaware
(a)to effect a one-for-ten reverse stock split of its outstanding
common stock, and (b)to effect a reduction in the number of
authorized shares of common stock from 400,000,000 shares to
60,000,000 shares. The Amendment will be effective at 5:00
p.m.Eastern Time on December5, 2016. A series of alternate
amendments to effect a reverse stock split and a corresponding
authorized common share reduction were approved by the Companys
stockholders at its Annual Meeting of Stockholders held on May4,
2016, and the specific one-for-ten reverse split ratio and
corresponding authorized common share reduction to 60,000,000
shares were subsequently approved by the Companys Board of
Directors on December2, 2016.

The Amendment provides that, at the effective time of the
Amendment, (a)every ten shares of the Companys issued and
outstanding common stock will automatically be combined and
reclassified into one issued and outstanding share of common
stock, without any change in par value per share, and (b)the
number of authorized shares of common stock will be reduced to
60,000,000 shares. The reverse stock split will affect all shares
of the Companys common stock outstanding immediately prior to the
effective time of the Amendment. As a result of the reverse stock
split, proportionate adjustments will be made to the per share
exercise price and/or the number of shares issuable upon the
exercise or vesting of all stock options, restricted stock units
and warrants issued by the Company and outstanding immediately
prior to the effective time, which will result in a proportionate
decrease in the number of shares of the Companys common stock
reserved for issuance upon exercise or vesting of such stock
options, restricted stock units and warrants, and, in the case of
stock options and warrants, a proportionate increase in the
exercise price of all such stock options and warrants. In
addition, the number of shares reserved for issuance under the
Companys equity compensation plans immediately prior to the
effective time will be reduced proportionately.

No fractional shares will be issued as a result of the reverse
stock split. Stockholders who would otherwise be entitled to
receive a fractional share will receive a cash payment in lieu
thereof. The reverse stock split will affect all stockholders
proportionately and will not affect any stockholders percentage
ownership of the Companys common stock (except to the extent that
the reverse stock split results in any stockholder owning only a
fractional share).

The Companys common stock will begin trading on The NASDAQ
Capital Market on a split-adjusted basis when the market opens on
December6, 2016. The new CUSIP number for the Companys common
stock following the reverse stock split is 40052B 207.

The foregoing description is qualified in its entirety by the
Amendment, which is attached as Exhibit3.1 to this Current Report
on Form8-K and is incorporated herein by reference.

Item9.01 Financial Statements and
Exhibits.

(d)Exhibits.

About GTx, Inc. (NASDAQ:GTXI)

GTx, Inc. is a biopharmaceutical company focused on the discovery, development and commercialization of small molecules for the treatment of cancer, including treatments for breast and prostate cancer, and other medical conditions. The Company is engaged in the development of selective androgen receptor modulators (SARMs). Its lead product candidate, enobosarm (GTx-024), had been evaluated in over 24 completed or ongoing clinical trials, including in approximately six Phase II and two Phase III clinical trials. The Company is also engaged in the development of GTx-758 (Capesaris), an oral nonsteroidal selective estrogen receptor alpha agonist, for secondary hormonal therapy in men with metastatic and high-risk non-metastatic castration resistant prostate cancer (CRPC). Its product candidate, Enobosarm, for the treatment of women with advanced androgen receptor (AR) positive triple-negative breast cancer (TNBC), is in Phase II clinical development-stage.

GTx, Inc. (NASDAQ:GTXI) Recent Trading Information

GTx, Inc. (NASDAQ:GTXI) closed its last trading session down -0.100 at 0.670 with 81,756 shares trading hands.