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): October 14, 2010

Repros Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15281	76-0233274
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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):

[  ]           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]           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.

On October 14, 2010, Repros Therapeutics Inc. (the "Company") filed with the Secretary of State of Delaware a Certificate of Amendment to the Restated Certificate of Incorporation of the Company to give effect to a one-for-four reverse stock split (the "Reverse Split").  The Reverse Split was effective as of 5:00 p.m., Eastern time, on October 14, 2010.  As a result of the Reverse Split, beginning on October 15, 2010 the Company's symbol will remain the same but will have a "D" appended to the symbol and will be listed with the symbol "RPRXD" for 20 trading days.  A copy of the press release announcing the Reverse Split is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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, dated as of December 16, 2008. Exhibit 3.1(d) to the Company’s Current Report on Form 8-K dated December 23, 2008 is incorporated herein by reference.

3.1(e) Certificate of Amendment to Restated Certificate of Incorporation, dated as of November 18, 2009.  Exhibit 3.1(e) to the Company’s Current Report on Form 8-K dated November 17, 2009 is incorporated herein by reference.

3.1(f)*	Certificate of Amendment to Restated Certificate of Incorporation dated October 14, 2010.
99.1*	Press Release dated October 14, 2010.
____
*	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: October 14, 2010
	By:	/s/ Joseph S. Podolski
		Joseph S. Podolski
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
3.1(a)	Restated Certificate of Incorporation. Exhibit3.3 to the Company’s Registration Statement on FormSB-2 (No.33-57728-FW), as amended, is incorporated herein by reference.
3.1(b)	Certificate of Amendment to Restated Certificate of Incorporation. Exhibit3.1 to the Company’s Current Report on Form8-K dated May1, 2006 is incorporated herein by reference.
3.1(c)	Certificate of Designation of SeriesOne Junior Participating Preferred Stock dated September2, 1999. ExhibitA to Exhibit4.1 to the Company’s Registration Statement on Form8-A as filed with the Commission on September3, 1999 is incorporated herein by reference.
3.1(d)	Certificate of Amendment to Restated Certificate of Incorporation, dated as of December16, 2008. Exhibit3.1(d) to the Company’s Current Report on Form8-K dated December 23, 2008 is incorporated herein by reference.
3.1(e)	Certificate of Amendment to Restated Certificate of Incorporation, dated as of November 18, 2009. Exhibit 3.1(e) to the Company’s Current Report on Form 8-K dated November 17, 2009 is incorporated herein by reference.

3.1(f)*	Certificate of Amendment to Restated Certificate of Incorporation dated October 14, 2010.
99.1*	Press Release dated October 14, 2010.
____
*	Filed herewith.

EX-3.1(F)

Exhibit 3.1(f)

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.           At a meeting of the Board of Directors of the Corporation (the “Board”) held on September 27, 2010, the Board adopted a resolution that the Restated Certificate of Incorporation of the Corporation be amended as follows:

Article IV.A of the Restated Certificate of Incorporation is hereby amended to add the following:

"Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment to Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each four (4) shares of the Corporation’s Common Stock issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock of the Corporation.  Any resulting fractional shares shall be rounded down to the next whole share of Common Stock."

2.           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 14th day of October, 2010.

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

EX-99.1

Exhibit 99.1

Contact: Repros Therapeutics Inc.

Joseph Podolski (281) 719-3447

President and Chief Executive Officer

REPROS® ANNOUNCES REVERSE STOCK SPLIT EFFECTIVE ON NASDAQ

OCTOBER 15, 2010

THE WOODLANDS, Texas – October 14, 2010 – Repros Therapeutics Inc.® (NasdaqCM:RPRX) today announced that it has filed a Certificate of Amendment to its Restated Certification of Incorporation to effect its previously announced one-for-four reverse stock split of its common stock.

The split-adjusted shares of the Company’s common stock will begin trading on the Nasdaq Capital Market tomorrow.  The Company’s shares will continue to trade under the symbol “RPRX,” with a “D” added for 20 trading days to signify the reverse stock split has occurred.  A new CUSIP number has been assigned to the Company’s common stock as a result of the reverse stock split.

The one-for-four reverse stock split will convert all shares of the Company’s common stock issued and outstanding, plus all outstanding stock options and the number of shares of common stock available for issuance under the Company’s approved stock plans.

The reverse split will reduce the Company’s outstanding common stock from approximately 35.7 million shares, as of its most recent quarterly report on Form 10-Q, to approximately 8.9 million shares.

The reverse split may enable the Company to meet the continued listing rules of the Nasdaq Capital Market.  In order to maintain its listing on the Nasdaq Capital Market, the Company’s common stock must have a closing bid price of $1.00 or more for a minimum of ten consecutive trading days, on or before October 31, 2010.

Computershare Trust Company, N.A., together with its affiliate Computershare, Inc., the transfer agent for the Company, will act as Exchange Agent for the exchange. Stockholders will receive the forms and notices to exchange their existing shares for new shares from the Exchange Agent or their broker. No fractional shares will be issued if, as a result of the reverse stock split, a registered stockholder will otherwise become entitled to a fractional share. Instead, fractional shares will be rounded down to the nearest whole share.

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.

Any statements that are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including Repros' ability to have the partial hold on Proellex® lifted and to determine a safe and effective dose for Proellex, maintain its listing on the NASDAQ Capital Market, raise needed additional capital on a timely basis in order for it to continue to fund its operations and pursue its development activities, 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.