Repros Therapeutics Inc. (NASDAQ:RPRX) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01

OnMay 11, 2017, Repros Therapeutics Inc. (the Company) received a
letter from NASDAQ notifying the Company that it is no longer in
compliance with the minimum stockholders equity requirement for
continued listing on the NASDAQ Capital Market. NASDAQ Listing
Rule 5550(b)(1) requires listed companies to maintain
stockholders equity of at least $2.5 million. In the Companys
Quarterly Report on Form 10-Q for the quarter ended March31,
2017, the Company reported stockholders equity of approximately
$1.6 million, which is below the minimum stockholders equity
required for continued listing to NASDAQ Listing Rule 5550(b)(1).
Further, as ofMay 11, 2017, the Company does not meet the
alternative compliance standards relating to the market value of
listed securities or net income from continuing operations and
does not comply with the NASDAQ Listing Rules.

This notification has no immediate effect on the Companys listing
on the NASDAQ Capital Market. NASDAQ has provided the Company
with 45 calendar days, or untilJune 26, 2017, to submit a plan to
regain compliance with the minimum stockholders equity standard.
If the Companys plan to regain compliance is accepted, NASDAQ may
grant an extension of up to 180 calendar days from the date of
the notification letter, or untilNovember 6, 2017, to evidence
compliance.

The Company is presently evaluating various courses of action to
regain compliance and intends to timely submit a plan to NASDAQ
to regain compliance with the NASDAQ minimum stockholders equity
standard. However, there can be no assurance that the Companys
plan will be accepted or that if it is, the Company will be able
to regain compliance. If the Companys plan to regain compliance
with the minimum stockholders equity standard is not accepted or
if it is and the Company does not regain compliance byNovember 7,
2017, or if the Company fails to satisfy another NASDAQ
requirement for continued listing, NASDAQ staff could provide
notice that the Companys common stock will become subject to
delisting. In such event, NASDAQ rules permit the Company to
appeal the decision to reject its proposed compliance plan or any
delisting determination to a NASDAQ Hearings Panel. Accordingly,
there can be no guarantee that the Company will be able to
maintain its NASDAQ listing.

Termination of ATM Program

On August 9, 2016, the Company entered into an Equity
Distribution Agreement (the Sales Agreement) with Ladenburg
Thalmann Co. Inc. (Ladenburg) to create an at-the-market equity
program (the ATM Program) under which the Company from time to
time may offer and sell shares of its common stock, par value
$0.001 per share, having an aggregate offering price of up to
$10,000,000 (the Shares) through Ladenburg as sales agent. All
sales under the ATM Program were required to be made under the
Companys effective shelf registration statement on Form S-3 (File
No. 333-197253), which was declared effective by the Securities
and Exchange Commission (the SEC) on June 23, 2016, and a related
prospectus supplement filed with the SEC on August 9, 2016.

Effective May 9, 2017, the Company terminated the Sales Agreement
and the related ATM Program.

The Company has decided to terminate the Sales Agreement because
it does not intend to utilize the Sales Agreement to raise
additional capital. The Company will not incur any termination
penalties as a result of its termination of the Sales Agreement.

A description of the terms and conditions of the Sales Agreement
is set forth in the Companys current report on Form 8-K filed
with the SEC on August 9, 2016 and incorporated herein by
reference.

Proellex License Agreement with the National Institutes of Health

As previously disclosed in our Annual Report on Form 10-K for the
year ended December 31, 2016, in 1999, we licensed rights to
Proellex from the National Institutes of Health (NIH), under an
exclusive, worldwide license in the field of treatment of human
endocrinologic pathologies or conditions in steroid-sensitive
tissues which expires upon the expiration of the last licensed
patent, currently 2017. This license agreement contains numerous
detailed performance obligations, with time sensitive dates for
compliance, relating to clinical development and
commercialization activities required by us or our designated
third-party providers, as well as additional financial milestones
and royalties. If we fail to achieve the benchmarks specified in
the commercial development plan attached to the license agreement
or meet payment obligations, the NIH can terminate the license
agreement and we lose our rights to develop and commercialize
Proellex. We and the NIH periodically update the commercial
development plan.

As of May 2017, the Company had not yet met certain milestones
under the license agreement. On May 11, 2017, after discussions
with NIH, the Company received a letter from NIH stating that it
remains NIHs intention to re-establish meaningful development
timelines with the Company once the Company has received further
guidance from the Food and Drug Administration (the FDA) on the
Companys clinical path forward for Proellex. NIH has indicated
that it understands that the Company had a guidance meeting with
the FDA and is waiting to hear back from the FDA once the agency
consult with its internal liver experts. The NIH indicated that,
consequently, the NIH does not consider the Company in breach of
the license agreement at this time.

The Company has updated its corporate presentation and is filing
the corporate presentation as Exhibit 99.1 to this report. These
slides contain statements that are forward-looking statements
subject to the cautionary statement about forward-looking
statements set forth therein.

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 -0.049 at 0.801 with 125,274 shares trading hands.