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): August 11, 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 2.02 Results of Operations and Financial Condition

     On August 11, 2008, Repros Therapeutics Inc. (the “Company”) announced financial results for the second quarter ended June 30, 2008. Additional information is included in the Company’s press release dated August 11, 2008, which is attached hereto as Exhibit 99.1.

     The information in this Item 2.02 of this Current Report is being furnished pursuant to Item 2.02 of Form 8-K and, according to general instruction B.2. thereunder, the information in this Item 2.02 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits

     d. Exhibits

Exhibit
Number		Description
	99.1	Press Release dated August 11, 2008

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: August 11, 2008	By:	/s/ Joseph S. Podolski
		Joseph S. Podolski
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press Release dated August 11, 2008

EX-99.1

Exhibit 99.1

Repros Therapeutics Inc. Reports Second Quarter 2008 Financial Results

THE WOODLANDS, Texas—( BUSINESS WIRE)—Repros Therapeutics (NasdaqGM:RPRX) today announces financial results for the second quarter ended June 30, 2008.

Financial Results

Total revenues which consisted of only interest income decreased 79% to $91,000 for the three-month period ended June 30, 2008 as compared to $442,000 for the same period in the prior year and decreased 53% to $359,000 for the six-month period ended June 30, 2008 as compared to $759,000 for the same period in the prior year. The decrease in interest income for the three-month and six-month periods ended June 30, 2008 is primarily due to lower combined cash, cash equivalents and marketable securities balances and reduced interest rate yields.

Research and development expenses, including contracted clinical activities, regulatory affairs and general research expenses increased 71% to $5.5 million for the three-month period ended June 30, 2008 from $3.2 million for the same period in the prior year and increased 87% to approximately $11.6 million for the six-month period ended June 30, 2008 as compared to $6.2 million for the same period in the prior year. The increase in R&D expenses for the three-month period ended June 30, 2008 as compared to the same period in the prior year is primarily due to an increase of $2.5 million in our current clinical and preclinical activities, partially offset by a decrease in manufacturing activities of $435,000. The increase in R&D expenses for the six-month period ended June 30, 2008 as compared to the same period in the prior year is primarily due to an increase of $5.9 million in our current clinical and preclinical activities, partially offset by a decrease in manufacturing activities of $785,000.

General and administrative expenses increased 13% to $689,000 for the three-month period ended June 30, 2008 from $609,000 for the same period in the prior year and remained constant at approximately $1.5 million for the six-month periods ended June 30, 2008 and 2007. The increase in expenses for the three-month period ended June 30, 2008 as compared to the same period in the prior year is primarily due to an increase in professional services of $106,000. Although the expenses for the six-month periods ended June 30, 2008 and 2007 remained constant, there was a decrease in non-cash stock compensation expense of $117,000, partially offset by an increase in professional services of $96,000.

Net loss for the three-month period ended June 30, 2008, was ($6.1) million or ($0.48) per share as compared to a net loss of ($3.4) million or ($0.26) per share for the same period in 2007 and was ($12.8) million or ($1.00) per share as compared to a net loss of ($7.0) million or ($0.57) per share for the same period in the prior year. We incurred increased expenses in the three-month and six-month periods ended June 30, 2008 as compared to the same period in 2007 primarily due to increased clinical development activities during that period relating to our Proellex^® clinical program.

As of June 30, 2008, we had cash, cash equivalents and marketable securities of approximately $13.7 million as compared to $25.9 million at December 31, 2007. As of June 30, 2008 we had 12,774,904 shares of common stock outstanding.

About Repros Therapeutics

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 with low testosterone and adult-onset idiopathic hypogonadotrophic hypogonadism (“AIHH”) with concomitant plasma glucose and lipid elevations, all of which are components of Metabolic Syndrome. We are also 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.

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.

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

REPROS THERAPEUTICS INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues and other income
Interest income	$	91		$	442		$	359		$	759
Total revenues and other income		91			442			359			759
Expenses
Research and development		5,475			3,207			11,640			6,235
General and administrative		689			609			1,485			1,549
Total expenses		6,164			3,816			13,125			7,784
Net loss	$	(6,073	)	$	(3,374	)	$	(12,766	)	$	(7,025	)
Net loss per share — basic and diluted	$	(0.48	)	$	(0.26	)	$	(1.00	)	$	(0.57	)
Weighted average shares used in loss per share calculation:
Basic		12,775			12,775			12,775			12,268
Diluted		12,775			12,775			12,775			12,268

CONSOLIDATED BALANCE SHEETS

	June 30,		December 31,
	2008		2007
	(Unaudited)
Cash and cash equivalents	$	12,803	$	1,779
Marketable securities		900		24,124
Other currents assets		776		479
Fixed assets (net)		38		47
Patents (net)		1,414		1,170
Total assets	$	15,931	$	27,599
Accounts payable and accrued expenses	$	4,246	$	3,539
Stockholders’ equity		11,685		24,060
Total liabilities and stockholders’ equity	$	15,931	$	27,599

Contact: Joseph S. Podolski
President & CEO

(281) 719-3447