Repros Therapeutics Inc. (NASDAQ:RPRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

On February 1, 2017, Joseph S. Podolski left the Company as
President and Chief Executive Officer of Repros Therapeutics Inc.
(the Company), and also as a member of the Companys Board of
Directors (the Board).

Following these events, Larry Dillaha, M.D. was appointed to
serve, on an interim basis, as the Companys President and Chief
Executive Officer. Dr. Dillaha, age 53, has since November 2016
been the Chief Executive Officer and a member of the Board of
Directors of CavtheRx, a pre-IND stage, virtual company focused
on developing Caveolin Modulators for a variety of inflammatory
indications. From April 2014 through January 2017, Dr. Dillaha
was the Chief Operating Officer and Chief Medical Officer of New
Haven Pharmaceuticals, a specialty pharmaceutical company. From
April 2010 through March 2014, Dr. Dillaha was the Chief Medical
Officer of Insys Therapeutics, from March 2006 through March
2010, Dr. Dillaha was the Chief Medical Officer of Sciele Pharma,
both specialty pharmaceutical companies, and from 2002 through
February 2006, Dr. Dillaha was Medical Director, Cardiovascular
at Sanofi-Synthelabo / Sanofi. Before that, Dr. Dillaha was a
physician in private practice. Dr. Dillaha received his
undergraduate degree from the University of Tennessee, Knoxville
and his M.D. from the University of Tennessee, Memphis.

Dr. Dillaha will receive cash compensation of $30,000 per month
for a minimum of six months, as well as reimbursement for
expenses he incurs in the course of performing his duties. The
Company has granted Mr. Dillaha options to purchase 50,000 shares
of the Companys common stock to vest upon the Company agreeing
with the FDA on a protocol for Phase 3 trials for Proellex
(telapristone acetate) for the treatment of uterine fibroids, and
expects to grant him options to purchase an additional 50,000
shares at a time and on conditions to be determined.

Katherine Anderson, the Companys Chief Financial Officer, will
receive, in addition to her current compensation, a grant of
10,000 restricted shares per month on the first day of each month
beginning February 2017, which shares will vest on the last day
of the month of grant based on her continued employment. In
addition, if Ms. Anderson is terminated for reasons other than
cause or if Ms. Anderson resigns for good reason, Ms. Anderson
will be entitled to salary and certain employment benefits for 12
months rather than the six months to which she was previously
entitled.

Release Agreement

In connection with his leaving the Company, and in accordance
with the terms of his Employment Agreement, dated as of June 16,
2014 (the Employment Agreement), Mr. Podolski entered into a
Release Agreement with the Company (the Release Agreement) dated
as of February 1, 2017. The Release Agreement is attached hereto
as Exhibit 99.1.

In accordance with the Employment Agreement, conditioned upon
entering into the Release Agreement, Mr. Podolski will be treated
as having been terminated without Cause (as defined in the
Employment Agreement) and will thus receive the following
benefits in connection with his separation: (1) a severance
payment equal to an amount equal to three times the amount that
results from (x) the sum of (i) Mr. Podolskis annual base salary
(at the rate in effect immediately before the date of
termination) and target bonus for the fiscal year in which the
termination occurs, (ii) Mr. Podolskis annual base salary for
each of the two calendar years immediately prior to the calendar
year in which the termination date occurs and (iii) the annual
bonus that was actually earned and paid to Mr. Podolski for the
two fiscal years that immediately precede the fiscal year in
which the termination date occurs, divided by (y) three; (2)
reimbursement of amounts paid for COBRA coverage for the eighteen
(18) month period following the date of separation for Mr.
Podolski, his spouse and his eligible dependents, less the amount
that he would be required to contribute for medical and dental
coverage if he remained an active employee of the Company; (3)
all outstanding stock options held by Mr. Podolski that are not
vested and exercisable as of the date of termination will become
fully vested and exercisable on the date of termination and all
outstanding stock options held by Mr. Podolski on his date of
termination will remain exercisable for the shorter of (x) a
period of two (2) years from the date of termination or (y) the
remaining term of the option.

to the Employment Agreement, which was previously filed with the
Securities and Exchange Commission as an exhibit to the Companys
Current Report on Form 8-K filed on June 20, 2014, the Release
Agreement indicates that Mr. Podolski is bound by certain
restrictive covenants, including non-compete and non-solicitation
provisions. The Release Agreement also contains a release by Mr.
Podolski of all claims against the Company, subject to certain
enumerated exceptions.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Shell Company Transactions.

None.

(d) Exhibits.

About Repros Therapeutics Inc. (NASDAQ:RPRX)

Repros Therapeutics, Inc. is a biopharmaceutical company focused on the development of new drugs to treat hormonal and reproductive system disorders. The Company’s product candidates include enclomiphene, which is a single isomer of clomiphene citrate, an orally active small molecule compound, and Proellex, which is an orally administered selective blocker of the progesterone receptor in women, for the treatment of uterine fibroids and endometriosis. Enclomiphene is for the treatment of secondary hypogonadism in overweight men wishing to restore normal testicular function. The Company’s Proellex product candidate for female reproductive health is a chemical entity, which acts as a selective blocker of the progesterone receptor. It is being developed for the treatment of symptoms associated with uterine fibroids and endometriosis The Company has an active Investigational New Drug (IND) for the vaginal delivery of Proellex for the treatment of uterine fibroids.

Repros Therapeutics Inc. (NASDAQ:RPRX) Recent Trading Information

Repros Therapeutics Inc. (NASDAQ:RPRX) closed its last trading session down -0.01 at 1.24 with 110,711 shares trading hands.