Item  1.01 Entry Into a Material Definitive Agreement" -->
Item 1.01   Entry Into a Material Definitive Agreement.
     On July 28, 2008, Repros Therapeutics Inc. (the “Company”) and Efficacy Capital, LTD (“Efficacy”) entered into an amendment (the “Amendment”) to that certain Standstill Agreement (the “Standstill Agreement”) dated as of January 9, 2008 by and between the Company and Efficacy. The Amendment amended the Standstill Agreement to provide that such Standstill Agreement will remain in effect until the first to occur of the date on which the aggregate beneficial ownership of the Company’s common stock by Efficacy is less than the greater of (i) fifteen percent (15%) of the then-outstanding common stock of the Company or (ii) Two Million Two Hundred Thousand (2,200,000) shares of common stock of the Company, or certain other specified events. The Amendment was made effective as of March 13, 2008. Except as amended by the Amendment, the Standstill Agreement continues to remain in full force and effect.
     The Standstill Agreement and the Amendment are incorporated herein by reference, and the foregoing description is qualified in its entirety by reference to the Standstill Agreement and the Amendment.
Item 9.01   Financial Statements and Exhibits.
     (d) Exhibits.
     
Exhibit    
Number   Description
 
    
10.1
  Standstill Agreement, dated as of January 9, 2008, between the Company and Efficacy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on January 9, 2008).
 
    
10.2*
  First Amendment to Standstill Agreement, dated as of July 28, 2008, between the Company and Efficacy.
 
*   Filed herewith.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Repros Therapeutics Inc.
 		  
Date: July 28, 2008  By:   /s/ Louis Ploth, Jr.    
    Louis Ploth, Jr.   
    Vice President, Business Development and Chief Financial Officer   
 

 

 

EXHIBIT INDEX
     
Exhibit    
Number   Description
 
    
10.1
  Standstill Agreement, dated as of January 9, 2008, between the Company and Efficacy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on January 9, 2008).
 
    
10.2*
  First Amendment to Standstill Agreement, dated as of July 28, 2008, between the Company and Efficacy.
 
*   Filed herewith.