8-K

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): December 16, 2008

Repros Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 001-15281
(Commission File Number) 76-0233274
(I.R.S. Employer Identification No.)

2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380
(Address of principal
executive offices
and zip code)

(281) 719-3400
(Registrant’s telephone
number, including area
code)

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

     Repros Therapeutics Inc. (the “Company”) held its special meeting of stockholders on December 16, 2008 at which the stockholders approved the proposal to amend the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of shares of the Company’s common stock authorized for issuance from 20,000,000 shares to 30,000,000 shares and, as a result, increase the total number of authorized shares from 25,000,000 shares to 35,000,000 shares. Thereafter, the Company amended its Certificate of Incorporation accordingly. A copy of the Certificate of Amendment to Restated Certificate of Incorporation is attached hereto as Exhibit 3.1(d) and is incorporated herein by reference.

Item 8.01 Other Events.

     The Company announced today that it has, by unanimous agreement by its Board of Directors (the “Board”), elected Mark Lappe of Efficacy Capital, LTD (“Efficacy”) as its Chairman. Efficacy is the Company’s largest shareholder with a position approximating 28% of the Company’s outstanding stock. The composition of the rest of the Company’s Board remains intact. The Company currently has nine directors.

     In other news, Dr. John Reed, President of the Burnham Institute, has been named to the Compensation Committee of the Board. Dr. Reed became a Board member of the Company in September 2008 in conjunction with the completion of the last round of financing, which was led by Efficacy. In addition, both Mark Lappe and Dr. Reed have been appointed to the Nominating and Corporate Governance Committee of the Board.

     A copy of the Company’s press release is attached hereto as Exhibit 99.1. The foregoing description of the press release is qualified in its entirety by reference to the attached exhibit.

Item 9.01. Financial Statements and Exhibits.

     d. Exhibits

Exhibit
Number			Description
	3.1	(a)	Restated Certificate of Incorporation. Exhibit 3.3 to the Company’s Registration Statement on Form SB-2 (No. 33-57728-FW), as amended, is incorporated herein by reference.
	3.1	(b)	Certificate of Amendment to Restated Certificate of Incorporation. Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 1, 2006 is incorporated herein by reference.
	3.1	(c)	Certificate of Designation of Series One Junior Participating Preferred Stock dated September 2, 1999. Exhibit A to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A as filed with the Commission on September 3, 1999 is incorporated herein by reference.
	3.1(d)*		Certificate of Amendment to Restated Certificate of Incorporation.
	99.1*		Press Release dated December 22, 2008.

* Filed herewith.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Repros Therapeutics Inc.
Date: December 22, 2008	By:	/s/ Louis Ploth, Jr.
		Louis Ploth, Jr.
		Vice President, Business Development and Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number			Description
	3.1	(a)	Restated Certificate of Incorporation. Exhibit 3.3 to the Company’s Registration Statement on Form SB-2 (No. 33-57728-FW), as amended, is incorporated herein by reference.
	3.1	(b)	Certificate of Amendment to Restated Certificate of Incorporation. Exhibit 3.1 to the Company’s Current Report on Form 8-K dated May 1, 2006 is incorporated herein by reference.
	3.1	(c)	Certificate of Designation of Series One Junior Participating Preferred Stock dated September 2, 1999. Exhibit A to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A as filed with the Commission on September 3, 1999 is incorporated herein by reference.
	3.1(d)*		Certificate of Amendment to Restated Certificate of Incorporation.
	99.1*		Press Release dated December 22, 2008.

* Filed herewith.

EX-3.1(D)

Exhibit 3.1(d)

REPROS THERAPEUTICS INC.

CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION

     Pursuant to the provisions of the Delaware General Corporation Law (the “DGCL”), Repros Therapeutics Inc., a Delaware corporation (the “Corporation”), does hereby certify as follows:

     1. Pursuant to resolutions adopted by the Board of Directors of the Corporation (the “Board”) at a meeting duly held on September 24, 2008, the Board adopted a resolution that the Restated Certificate of Incorporation of the Corporation be amended and that such amendment be submitted to the stockholders of the Corporation for their approval as follows:

     Article IV.A of the Restated Certificate of Incorporation is hereby amended to increase the number of shares of common stock authorized so that it shall henceforth read in its entirety as follows:

     "A. Classes of Stock

     The total number of shares of all classes of capital stock that the Corporation shall be authorized to issue is 35,000,000 shares, divided into the following: (i) 5,000,000 shares of preferred stock, par value $.001 per share (“Preferred Stock”), and (ii) 30,000,000 shares of common stock, par value $.001 per share (“Common Stock”).”

     2. At a meeting and vote of the stockholders held on December 16, 2008, a majority of the stockholders entitled to vote thereon approved said amendment to the Restated Certificate of Incorporation.

     3. The aforesaid amendment to the Restated Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.

     IN WITNESS WHEREOF, this Certificate of Amendment has been executed as of the 16^th day of December, 2008.

REPROS THERAPEUTICS INC.
By:	/s/ Joseph Podolski
	Joseph Podolski
	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Repros Therapeutics Inc. Board of Directors Elects Mark Lappe of Efficacy Capital as Its
Chairman of the Board

THE WOODLANDS, Texas — December 22, 2008 — Repros Therapeutics Inc. (NasdaqGM: RPRX) announced today that it has, by unanimous agreement by its Board of Directors, elected Mark Lappe of Efficacy Capital as its Chairman. Efficacy Capital is the Company’s largest shareholder with a position approximating 28% of the Company’s outstanding stock. The composition of the rest of the Repros Board remains intact. The Company currently has nine directors.

In other news Dr. John Reed, President of the Burnham Institute, has been named to the Compensation Committee. Dr. Reed became a Board member of Repros in September 2008 in conjunction with the completion of the last round of financing, which was led by Efficacy Capital. In addition, both Mark Lappe and Dr. Reed have been appointed to the Nominating and Corporate Governance Committee.

Joseph Podolski, President and CEO of Repros commented, “I applaud the actions of our Board. I have worked closely with Mark Lappe since his firm, Efficacy Capital led the last round of financing and I appreciate not only what he brings to the Board by the way of his financing acumen but also his integrity. Mark’s vision and actions have convinced me he is the best man for the job of Chairman going forward. I look forward to working with Mark to build both near- and long-term shareholder value.”

As Chairman, Mark Lappe has declined any additional compensation from the Company relating to holding that position.

About Repros Therapeutics Inc.

Repros Therapeutics focuses on the development of oral small molecule drugs for major unmet medical needs that treat male and female reproductive disorders.

Our lead drug, Proellex^®, is a selective blocker of the progesterone receptor and is being developed for the treatment of symptoms associated with uterine fibroids and endometriosis. We are also developing Proellex as a short course pre-surgical treatment for anemia associated with excessive menstrual bleeding related to uterine fibroids. There is no currently approved effective long-term orally administered drug treatment for uterine fibroids or endometriosis. In the United States alone, 300,000 women per year undergo a hysterectomy as a result of severe uterine fibroids.

Our second product candidate, Androxal^®, is a single isomer of clomiphene citrate and is an orally active proprietary small molecule compound. We are developing Androxal for men of reproductive age with low testosterone levels who want to improve or maintain their fertility and/or sperm function while being treated for low testosterone. In November 2008, we received guidance from the FDA suggesting submission of a new IND to the Division of Metabolic and Endocrine Products, or DMEP, for the investigation of Androxal as a potential treatment for type 2 diabetes. We plan to submit a new IND for this indication to the DMEP as soon as practicable.

For more information, please visit the Company’s website at http://www.reprosrx.com.

Any statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including Repros’ ability to raise additional capital in a timely manner and on acceptable terms or at all, Repros’ ability to have success in the clinical development of its technologies, the timing of enrollment and release of data in such clinical studies and the accuracy of such studies, limited patient populations of clinical studies to date and the possibility that final data may not be consistent with interim data and such other risks which are identified in the Company’s most recent Annual Report on Form 10-K and in any subsequent quarterly reports on Form 10-Q. These documents are available on request from Repros Therapeutics or at www.sec.gov. Repros disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact: Repros Therapeutics Inc., The Woodlands
Joseph S. Podolski, 281-719-3447