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SEC FILE NUMBER 001-15281
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CUSIP NUMBER 76028H100
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: June 30, 2009
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|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-K
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
REPROS THERAPEUTICS INC.
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Full Name of Registrant
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Former Name if Applicable
2408 Timberloch Place, Suite B-7
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Address of Principal Executive Office (Street and Number)
The Woodlands, Texas 77380
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on Form
10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before
the 15th calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due date;
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period.
Management of the Registrant has been preoccupied since the end of the reporting
period with the issues surrounding the elevated liver enzymes discovered in
connection with the Registrant's clinical trials of its Proellex compound, which
led to the recently announced clinical hold by the Food and Drug Administration
of such clinical trials. In addition, management has been pursuing various
financing alternatives, given the Registrant's cash position, in an effort to
raise additional funds, which to date have been unsuccessful. As a result, the
Registrant is not able to timely file its Form 10-Q without unreasonable effort
or expense.
Additionally, as a result of the foregoing, there is substantial doubt about our
ability to continue as a going concern. If the Company is unable to gain access
to sufficient funds to support its ongoing operations, it will be required to
immediately seek reorganization or restructuring under the bankruptcy laws
and/or cease operations, which would have a material adverse effect on the
market price of our common stock, our business, financial condition and results
of operations.
All of these events have placed undue burdens on the ability of the Registrant's
management team to complete the processes necessary to file the Form 10-Q by its
required due date, and, therefore, the Registrant is seeking the extension
provided by this Form 12b-25.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Joseph S. Podolski (281) 719-3400
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
|X| Yes |_| No
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(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Due to the recent Proellex clinical hold, the Registrant is assessing the
financial impact on the second quarter's operating results of the
following: the potential impairment of capitalized patent costs of
$2,009,000 and write-off of prepaid Proellex manufacturing costs of $1.5
million. In addition, the Company is evaluating certain commitments, which
mainly consist of a Proellex manufacturing agreement that may require an
additional accrual of up to $1.5 million for purchase commitments.
REPROS THERAPEUTICS INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 11, 2009 By: /s/ Joseph S. Podolski.
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Joseph S. Podolski
Chief Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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