Filed Pursuant to Rule 424(b)(5)
Registration No. 333-197253
The information in this preliminary prospectus
supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective
by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer
to sell these securities, and we are not soliciting offers to buy these securities, in any jurisdiction where the offer or sale
is not permitted.
SUBJECT TO COMPLETION,
DATED MAY 17, 2017
Preliminary
Prospectus Supplement
(to the Prospectus dated June 23, 2016)
Repros
Therapeutics Inc.
Shares
of Common Stock
Series A Warrants to Purchase Shares of Common Stock
Series B Warrants to Purchase Shares of Common Stock
Pre-Funded Series C Warrants to Purchase up to Shares
of Common Stock
Shares
of Common Stock underlying the Pre-Funded Series C Warrants
We are offering shares
of our common stock and warrants to purchase shares of our common stock pursuant to this prospectus supplement and the accompanying
prospectus. We are also offering to certain investors whose purchase of shares of common stock in this offering would
result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding
common stock following the consummation of this offering the opportunity to purchase, in lieu of shares of our common stock, warrants,
which we refer to as pre-funded Series C warrants, to purchase up to shares of our common stock. Each pre-funded Series C
warrant will have an aggregate exercise price of $ per share of common stock, all of which will be pre-funded except for a nominal
exercise price of $0.001 per share of common stock. This prospectus also relates to the offering of the shares of common stock
issuable upon exercise of the pre-funded Series C warrants. See "Description of Warrants" on page S-12 for
more information on the securities offered hereby.
The shares of common stock and warrants will be
issued separately. Each share of common stock is being sold together with a Series A Warrant to purchase 0.75 share of our
common stock and a Series B Warrant to purchase 0.50 share of our common stock. In addition, each pre-funded Series C Warrant
is being sold together with a Series A Warrant to purchase 0.75 share of our common stock for each share of our common
stock issuable upon exercise of such pre-funded Series C Warrant, and a Series B Warrant to purchase 0.50 share of our common
stock for each share of our common stock issuable upon exercise of such pre-funded Series C Warrant. Each Series A Warrant
will have an exercise equal to $ per share and each Series B Warrant will
have an exercise price equal to $ per share. The warrants
will be immediately exercisable. Series A Warrants will expire on the fifth anniversary of the original issuance date. Series
B Warrants will expire on the second anniversary of the original issuance date. Pre-funded Series C Warrants will expire on
the second anniversary of the original issuance date.
Our common stock is listed on the NASDAQ Capital Market
under the symbol “RPRX.” On May 17, 2017, the last reported sale price of our common stock on the NASDAQ Capital
Market was $0.80 per share. There is no established public trading market for the warrants, including the pre-funded Series C
Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the warrants, including the pre-funded Series C
Warrants, on
any national securities exchange or other trading market. Without an active trading market, the liquidity of the warrants, including the pre-funded Series C
warrants,
will be limited.
On March 31, 2017, the date we filed our Annual Report on Form
10-K for the fiscal year ended December 31, 2016, our prospectus became subject to the offering limits in General Instruction I.B.6
of Form S-3.
On March 29, 2017, the closing price of our common stock on
The NASDAQ Capital Market was $1.21 per share. The aggregate market value of our common stock held by non-affiliates calculated
pursuant to General Instruction I.B.6 of Form S-3 is $32,211,622, which was calculated based on 26,621,175 shares of our common
stock outstanding held by non-affiliates and at a price of $1.21 per share, the closing price of our common stock on March 29,
2017. Other than the sales of 21,100 shares of common stock sold since April 1, 2017 under our at-the-market program pursuant to
the Equity Distribution Agreement between us and Ladenburg Thalmann & Co. Inc., none of our prior sales of common stock have
been made pursuant to General Instruction I.B.6 of Form S-3.
Investing in our securities involves risks. See
“Risk Factors” beginning on page S-8 of this prospectus supplement and in the documents incorporated by reference
into this prospectus supplement.
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Per Share and
Accompanying Warrants
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Per Pre-Funded
Series C Warrant
and Accompanying
Warrants
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Total
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Combined Public offering price
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$
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$
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$
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Underwriting discounts and commissions
(1)
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$
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$
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$
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Proceeds, before expenses, to us
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$
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$
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$
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(1) We have agreed to reimburse
the underwriter for certain expenses. See “Underwriting.”
The underwriter expects to deliver shares of common stock and
warrants to purchase shares of common stock, including the pre-funded Series C
warrants, to purchasers on or about May , 2017.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Laidlaw & Company (UK) Ltd.
The date of this prospectus supplement is
May , 2017.
TABLE OF CONTENTS
ABOUT THIS
PROSPECTUS SUPPLEMENT
You should rely only on the information
contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriter
has not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and the underwriter is not, making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information in this prospectus supplement, the accompanying
prospectus, and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus is accurate
only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have
changed since those dates. You should read this prospectus supplement, the accompanying prospectus, and the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus in their entirety before making an investment decision.
You also should read and consider the information in the documents to which we have referred you in the section of this prospectus
supplement entitled “Information Incorporated by Reference” and the sections of the accompanying prospectus entitled
“Information Incorporated by Reference” and “Where You Can Find More Information.”
This prospectus supplement and the accompanying
prospectus form a part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “Commission”)
utilizing a “shelf” registration process. This document contains two parts. The first part consists of this prospectus
supplement, which provides you with specific information about this offering. The second part, the accompanying prospectus, provides
more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,”
we are referring to both parts combined. This prospectus supplement may add to, update or change information contained in the accompanying
prospectus. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the
accompanying prospectus or any documents incorporated by reference herein or therein, the statements made in this prospectus supplement
will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference herein
and therein.
For investors outside the United States,
we have not done anything that would permit this offering or possession or distribution of this prospectus supplement in any jurisdiction
where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to
observe any restrictions relating to this offering and the distribution of this prospectus supplement outside of the United States.
As permitted by the rules and regulations
of the Commission, the registration statement, of which this prospectus supplement and the accompanying prospectus form a part,
includes additional information not contained in this prospectus supplement or the accompanying prospectus. You may read the registration
statement and the other reports we file with the Commission at the Commission's web site or at the Commission's offices described
below under the heading “Where You Can Find Additional Information.”
Trademarks, service marks or trade names
of any other companies appearing in this prospectus supplement are the property of their respective owners. Use or display by us
of trademarks, service marks or trade names owned by others is not intended to and does not imply a relationship between us and,
or endorsement or sponsorship by, the owners of the trademarks, service marks or trade names.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents
incorporated herein by reference, in particular the “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” incorporated herein by reference, contain certain “forward-looking statements” within
the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements represent our expectations, beliefs, intentions or strategies concerning future events,
including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical
trends; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in
accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future
operations; and the economy in general or the future of the medical device industry, all of which are subject to various risks
and uncertainties.
When we use in this prospectus supplement
as well as in reports, statements, and information we have filed with the Commission, in our press releases, in presentations to
securities analysts or investors, or in oral statements made by or with the approval of an executive officer, the words or phrases
“believes,” “may,” “will,” “expects,” “should,” “continue,”
“anticipates,” “intends,” “will likely result,” “estimates,” “projects”
or similar expressions and variations thereof, we intend to identify forward-looking statements. However, any statements contained
in this prospectus supplement that are not statements of historical fact may be deemed to be forward-looking statements. We caution
that these statements by their nature involve risks and uncertainties, certain of which are beyond our control, and actual results
may differ materially depending on a variety of important factors.
PROSPECTUS SUPPLEMENT
SUMMARY
The following summary highlights some
of the information contained elsewhere in this prospectus supplement or the accompanying prospectus or incorporated by reference
herein or therein. Because this is only a summary, however, it does not contain all of the information that may be important to
you. You should carefully read this prospectus supplement and the accompanying prospectus, including the documents incorporated
by reference, which are described under “Information Incorporated by Reference” in this prospectus supplement and under
“Information Incorporated by Reference” and “Where You Can Find More Information” in the accompanying prospectus.
You also should carefully consider the matters discussed in the section entitled “Risk Factors” in the accompanying
prospectus and in other periodic reports incorporated herein by reference.
Company Overview
Repros Therapeutics Inc. (the “Company,”
“Repros,” or “we,” “us” or “our”) was organized on August 20, 1987. We are a biopharmaceutical
company focused on the development of new drugs to treat hormonal and reproductive system disorders.
We are developing Proellex®, an orally
administered selective blocker of the progesterone receptor in women, for the treatment of uterine fibroids and endometriosis.
Uterine fibroids and endometriosis affect millions of women of reproductive age. Proellex® has shown statistically significant
results in previous Phase 2 studies for uterine fibroids and endometriosis. We completed a low dose escalating study as permitted
by the Food and Drug Administration (“FDA”) in late 2011, to determine both signals of efficacy and safety for low
oral doses of the drug. There was no evidence of elevations of liver enzymes over baseline, suggesting these lower doses avoid
the type of adverse events seen at much higher doses in earlier studies. On March 17, 2014, we announced that the FDA indicated
that we may proceed to conduct Phase 1 and Phase 2 studies of low dose oral Proellex® for uterine fibroids and endometriosis
while remaining on partial clinical hold. This guidance indicated that the highest allowed dose will be 12 mg daily. On December
29, 2014, we announced that we have initiated a Phase 2B study for low dose oral Proellex® in the treatment of uterine fibroids.
This study was fully enrolled in January 2016 and on November 14, 2016, we announced positive clinical data from this study after
two 18-week courses of treatment as compared to placebo. On April 10, 2017, we announced we had a meeting with the FDA to discuss
the progress and next steps in the development of Proellex® for the treatment of uterine fibroids. Shortly before the meeting,
we were notified that the meeting would be a type C/Guidance meeting, rather than a type B/End of phase 2 meeting as previously
anticipated. At the meeting, the FDA confirmed that Proellex® will continue on the current partial clinical hold while they
consult with liver experts within the FDA regarding previously disclosed effects on the liver.
We have an active Investigational New Drug
Application (“IND”) for the vaginal delivery of Proellex® for the treatment of uterine fibroids. Since the clinical
hold relates only to oral delivery of Proellex®, this IND has no clinical hold issues. In the first quarter of 2012, we initiated
a Phase 2 vaginal administration study for the treatment of uterine fibroids and subsequently reported the final study results
in January 2013. We held an end of Phase 2 meeting with the FDA in May 2013, to discuss a Phase 3 study design for vaginally delivered
Proellex as a treatment for uterine fibroids. The FDA recommended that a Phase 2B study should be conducted prior to commencing
a Phase 3 program. On December 29, 2014, we announced that we have initiated a Phase 2B study for vaginally delivered Proellex®
in the treatment of uterine fibroids. This study was fully enrolled in January 2016 and on November 14, 2016, we announced positive
clinical data from this study after two 18-week courses of treatment as compared to placebo. However, we plan to propose the oral
route of administration for Phase 3 development.
We are also developing enclomiphene, a single
isomer of clomiphene citrate which is an orally active proprietary small molecule compound. Enclomiphene is for the treatment of
secondary hypogonadism in overweight men wishing to restore normal testicular function. Men with secondary hypogonadism exhibit
low testosterone levels due to under stimulated testes but they are generally fertile. Enclomiphene is designed to treat the underlying
mechanism, insufficient stimulation of the testes by the pituitary, which causes secondary hypogonadism. Secondary hypogonadism
due to being overweight or obese is the single greatest cause of hypogonadism in general.
In December 2011, we completed a Phase 2B
study of enclomiphene in men with secondary hypogonadism, but naïve to testosterone treatment, at the recommendation of the
FDA. Top line results of this study demonstrated that enclomiphene was generally well tolerated compared to placebo and that there
were no drug related serious adverse events that led to discontinuation. We met with the FDA in May 2012 to discuss the design
of pivotal Phase 3 efficacy studies for enclomiphene as well as the components of the overall drug development program required
for a New Drug Application (“NDA”) submission and agreed on registration requirements for enclomiphene oral therapy
for the treatment of secondary hypogonadism. In July 2012, we announced that we reached an agreement with the FDA for the design
of the pivotal efficacy studies for enclomiphene for the treatment of secondary hypogonadism. The pivotal studies were conducted
under a Special Protocol Assessment (“SPA”). We have completed both Phase 3 pivotal efficacy studies. On March 27,
2013, we announced that the top-line results from our first pivotal Phase 3 study, ZA-301, met both co-primary endpoints mandated
by the FDA, and we announced on September 16, 2013, that we met both co-primary endpoints in the second pivotal study, ZA-302.
Additionally, on September 16, 2013, we announced the results from ZA-300, a six-month safety study. This study identified no new
safety issues. On October 22, 2013, we announced that we received guidance from the FDA instructing us to request a meeting to
discuss the adequacy of studies ZA-301 and ZA-302. In addition to this guidance, the FDA further noted that they would allow us
to run head-to-head studies against approved testosterone replacement products. These head-to-head studies, ZA-304 and ZA-305,
were initiated in January 2014 and subsequently completed in September and August 2014, respectively. Both of these head-to-head
studies achieved superiority for both co-primary endpoints and most secondary endpoints as compared to the approved testosterone
replacement product. On October 21, 2014, we announced the results from ZA-303, a 52 week, single-blind, placebo-controlled Phase
3 study to evaluate the effects on bone mineral density. In this study, no new safety signals were identified, including no evidence
of negative effects on bone mineral density. On February 2, 2015, we announced that we electronically submitted our NDA to the
FDA for enclomiphene. The FDA accepted the NDA for review on April 1, 2015 and later assigned a Prescription Drug User Fee (“PDUFA”)
goal date of November 30, 2015. In addition, the Division of Bone, Reproductive and Urologic Products (the “Division”)
of the FDA scheduled an advisory committee meeting to review the NDA for November 3, 2015. However, the Division subsequently cancelled
the scheduled advisory committee meeting due to questions that arose late in the review regarding the bioanalytical method validation
that could affect interpretability of certain pivotal study data. On December 1, 2015, we announced that we had received a Complete
Response Letter (“CRL”) from the FDA. A CRL informs companies that an NDA cannot be approved in its present form. In
the CRL, the FDA stated that, based on recent scientific developments, the design of the enclomiphene Phase 3 studies is no longer
adequate to demonstrate clinical benefit and recommended that Repros conduct an additional Phase 3 study or studies to support
approval in the target population. The FDA also noted concerns regarding study entry criteria, titration and bioanalytical method
validation in the Phase 3 program.
Subsequently, on February 4, 2016, we attended
a meeting with the FDA reviewers and senior leaders to discuss resolution of issues identified during the NDA review. The meeting
covered a broad range of topics surrounding the NDA data as well as emerging agency and expert thinking regarding the treatment
of hypogonadism. We believe based on the meeting that the FDA is not closed to considering secondary hypogonadism as an indication.
Additionally, in January 2016, we initiated a Phase 2 double-blind, placebo controlled, proof of concept study, ZA-205, in obese
secondary hypogonadal men to assess the impact of enclomiphene on metabolic parameters and quality of life under a diet and exercise
regimen. This study was fully enrolled in February 2016 and on August 15, 2016, we reported six month interim results from this
study.
Additionally, on September 12, 2016, we
reported that we successfully submitted a European centralized marketing authorization application (“MAA”) for enclomiphene
for the treatment of secondary hypogonadism. This MAA was subsequently accepted by the European Medicines Agency (“EMA”)
which, as previously reported, has assigned the United Kingdom as the primary rapporteur and France as the co-rapporteur for the
application review.
On December 6, 2016, we participated in
the industry presentation at the Bone, Reproductive and Urologic Drugs’ Advisory Committee meeting. The advisory panel provided
the FDA with advice regarding a clinical and regulatory path to approval for products, such as enclomiphene, in subjects with obesity-related
hypogonadism who wish to maintain spermatogenesis. The panel voted 16 to 5 that the achievement of testosterone improvement while
maintaining evidence of spermatogenesis was not sufficient, in and of itself, to provide evidence of clinical benefit. At the meeting,
numerous panel members suggested that an additional endpoint related to symptoms should be assessed.
Risks Associated with our Business
We have experienced substantial operating
losses since inception. As of March 31, 2017, we had accumulated losses of $325.4 million, approximately $3.2 million in cash and
cash equivalents, and accounts payable and accrued expenses of approximately $3.8 million, in the aggregate. We anticipate that
our current liquidity will be sufficient to continue the development of our product candidates through the second quarter of 2017.
We continue to explore potential additional financing alternatives, including corporate partnering opportunities, that would provide
sufficient funds to enable us to continue to develop our two product candidates through FDA approval; however, there can be no
assurance that we will be successful in raising any such additional funds on a timely basis or at all. The foregoing matters raise
substantial doubt about our ability to continue as a going concern.
Our Contact Information
Our executive offices are located at 2408
Timberloch Place, Suite B-7, The Woodlands, Texas. Our telephone number is (281) 719-3400. Our website address is www.reprosrx.com.
Our website and the information contained on our website are not incorporated by reference into this prospectus supplement, the
accompanying prospectus or the registration statement of which it forms a part.
THE OFFERING
Common stock offered by us
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Shares
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Pre-funded Series C warrants offered by us
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Pre-funded Series C warrants to purchase up
to shares of common stock at an aggregate
exercise price of $ per share of common stock, all of which will be
pre-funded except for a nominal exercise price of $0.001 per share of common stock.
The pre-funded Series C warrants will be exercisable, subject to certain
limitations, upon issuance and will expire two years from the date of issuance, subject to extension
under certain circumstances. There is currently no market for the pre-funded Series C warrants, and none is expected to
develop after this offering. The pre-funded Series C warrants will be issued in certificated form. This prospectus also
relates to the offering of the shares of common stock issuable upon exercise of the pre-funded Series C warrants.
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Limitation on exercise of pre-funded Series C Warrant
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A holder will not have the right to exercise any portion of the pre-funded Series C warrants if the
holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding
immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the
pre-funded Series C warrants.
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Common stock to be outstanding after this offering
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shares or
shares if the warrants sold in this offering are exercised in full (including the pre-funded Series C warrants).
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Warrants Offered by us
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Each share of common stock is being sold together with a
Series A Warrant to purchase 0.75 share of our common stock and a Series B Warrant to purchase 0.50 share of our common
stock. In addition, each pre-funded Series C Warrant is being sold together with a Series A Warrant to purchase 0.75 share of
our common stock for each share of our common stock issuable upon exercise of such pre-funded Series C Warrant, and a Series
B Warrant to purchase 0.50 share of our common stock for each share of our common stock issuable upon exercise of such
pre-funded Series C Warrant. Each Series A Warrant will have an exercise equal
to $ per share (105% of the public offering price of the shares
of common stock offered hereby) and each Series B Warrant will have an exercise price equal
to $ per share (115% of the public offering price of the shares
of common stock offered hereby). The warrants will be immediately exercisable. Series A Warrants will expire on the
fifth anniversary of the original issuance date. Series B Warrants will expire on the second anniversary of the original
issuance date. Pre-funded Series C warrants will expire on the second anniversary of the original issuance date. The shares
of common stock, the pre-funded Series C warrants and Series A and Series B warrants will be issued separately. There is no
established public trading market for the warrants, and we do not expect a market to develop. In addition, we do not intend
to apply for listing of the warrants on any national securities exchange or other nationally recognized trading system. This
prospectus also relates to the offering of the shares of common stock issuable upon exercise of the warrants.
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Use of proceeds
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We intend to use the net proceeds from this offering for general corporate purposes. See “Use of Proceeds” on page S-10.
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Risk factors
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This investment involves a high degree of risk. You should read the “Risk Factors” section of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement for a discussion of factors to consider before deciding to invest in our common stock.
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NASDAQ Capital Market symbol
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“RPRX.”
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The number of shares of common stock to
be outstanding immediately after this offering is based on 26,685,419 shares outstanding on March 31, 2017, and excludes as of
that date:
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2,897,690 shares of common stock issuable upon exercise of outstanding stock options under our stock incentive plans at a weighted
average exercise price of $7.65 per share;
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188,890 shares of common stock issuable upon the vesting of unvested restricted stock units under our stock incentive plans;
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223,802 additional shares of common stock reserved for future issuance under our stock incentive plans.
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shares of common stock issuable upon the exercise of the pre-funded Series C warrants issued hereunder;
and
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Prior to this offering, as of May 10,
2017, the number of outstanding shares of common stock was 26,732,074 shares.
RISK FACTORS
An investment in our securities involves
a high degree of risk. Before making an investment decision, you should carefully consider the risks described below and discussed
in the section titled “Risk Factors” in our most recent Annual Report on Form 10-K, as well as the risks, uncertainties
and additional information set forth in our Commission reports on Forms 10-K, 10-Q and 8-K and in other documents incorporated
by reference in this prospectus supplement. The risks described in such documents are not intended to be an all-inclusive list
of the potential risks relating to an investment in our securities. Any of such risk factors could significantly and adversely
affect our business, prospects, financial condition and results of operations. Additional risks and uncertainties not currently
known or that are currently considered to be immaterial may also materially and adversely affect our business. As a result, the
trading price or value of our securities could be materially adversely affected and you may lose all or part of your investment.
Risks Related to Our Common Stock and This Offering
Management will have broad discretion as to the use of
the proceeds from this offering and may not use the proceeds effectively.
Because we have not designated the amount
of net proceeds from this offering to be used for any particular purpose, our management will have broad discretion as to the application
of the net proceeds from this offering, as described below in “Use of Proceeds,” and could use them for purposes other
than those contemplated at the time of the offering. Our management may use the net proceeds for corporate purposes that may not
improve our financial condition or market value of our common stock.
You will experience immediate dilution.
Since the price per share of
our common stock being offered is higher than the net tangible book value per share of our common stock, you will
suffer substantial dilution in the net tangible book value of the common stock you purchase in this offering. Based on the
combined public offering price of $ per share
and accompanying warrants (or for the pre-funded Series C warrants, the combined public offering price of the pre-funded
Series C warrants and the accompanying warrants), and after deducting the underwriting discount and estimated offering
expenses payable by us, if you purchase shares of common stock in this offering, you will suffer immediate and substantial
dilution of $ per share in
the net tangible book value of the common stock as of March 31, 2017. See the section entitled “Dilution” in
this prospectus supplement for a more detailed discussion of the dilution you will incur if you purchase common stock in this
offering. To the extent outstanding stock options or warrants are exercised, there will be further dilution to
new investors.
Our shareholders may experience significant dilution as
a result of future equity offerings or issuances and exercise of outstanding options.
In order to raise additional capital or
pursue strategic transactions, we may in the future offer, issue or sell additional shares of common stock or other securities
convertible into or exchangeable for shares of our common stock. We cannot assure you that we will be able to sell shares or other
securities in any other transaction at a price per share or that have an exercise price or conversion price per shares that is
equal to or greater than the price for the securities purchased by investors in this offering, and investors purchasing shares
or other securities in the future could have rights superior to existing shareholders. The price per share at which we sell or
issue additional shares of common stock or other securities convertible into or exchangeable for our common stock future transactions
may be higher or lower than such price.
Sales of a significant number of shares of our common
stock in the public markets, or the perception that such sales could occur, could depress the market price of our common stock.
Sales of a substantial number of shares
of our common stock in the public markets could depress the market price of our common stock and impair our ability to raise capital
through the sale of additional equity securities. We cannot predict the effect that future sales of our common stock would have
on the market price of our common stock.
There is no public market
for the Series A Warrants, Series B Warrants and pre-funded Series C Warrants to purchase shares of common stock being
offered in this offering.
There is
no established public trading market for the Series A Warrants, Series B Warrants and pre-funded Series C Warrants being
offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list the Series
A Warrants, Series B Warrants and pre-funded Series C Warrants on any national securities exchange or other nationally
recognized trading system, including The NASDAQ Capital Market. Without an active market, the liquidity of the warrants will
be limited.
The warrants are speculative
in nature.
Commencing on
the date of issuance, holders of the Series A Warrants, Series B Warrants and pre-funded Series C Warrants may exercise their
right to acquire the common stock and pay an exercise price
of $ per share,
$ per share
and $ per share, respectively, subject to
certain adjustments, prior to five years from the date of issuance for Series A Warrants, prior to two years from the date
of issuance for Series B Warrants and prior to 2 years from the date of issuance for the pre-funded Series C Warrants,
after which date any unexercised warrants will expire and have no further value. Moreover, following this offering, the
market value of Series A Warrants and Series B Warrants is uncertain and there can be no assurance that the market value of
the warrants will equal or exceed their public offering prices. Series A Warrants, Series B Warrants and pre-funded Series
C Warrants will not be listed or quoted for trading on any market or exchange. There can be no assurance that the market
price of the common stock will ever equal or exceed the exercise prices of the warrants, and consequently, whether it will
ever be profitable for holders of the warrants to exercise the warrants.
The Series A Warrants and Series B Warrants may result
in dilution to our stockholders.
As part of
this offering we will issue the purchasers five-year Series A Warrants representing the right to acquire up to an additional
shares of our common stock at an exercise price of
$ per share and two-year Series B Warrants representing the right to acquire up to an
additional shares of our common stock at an exercise price of
$ per share. Both the Series A Warrant and the Series B Warrants contain
so-called full-ratchet anti-dilution provisions, subject to a floor price of $0.17 per share. These
anti-dilution provisions may be triggered upon any future issuance by us of shares of our common stock or common stock
equivalents at a price per share below the then-exercise price of the warrants, subject to some exceptions, which could
result in significant additional dilution to our stockholders.
Holders of our Series A Warrants, Series B Warrants
and pre-funded Series C Warrants will have no rights as a common stockholder until such holders exercise their warrants
and acquire our common stock.
Until holders
of Series A Warrants, Series B Warrants and pre-funded Series C Warrants acquire shares of our common stock upon exercise of
the warrants, such holders will have no rights with respect to the shares of our common stock underlying the Warrants.
Upon exercise of the warrants, the holders thereof will be entitled to exercise the rights of a common stockholder only
as to matters for which the record date occurs after the exercise date.
Our inability to comply with the listing
requirements of the NASDAQ Capital Market could result in our common stock being delisted, which could affect our common stock’s
market price and liquidity and reduce our ability to raise capital.
We are required to meet certain
qualitative and financial tests to maintain the listing of our common stock on the NASDAQ Capital Market. As of March 31,
2017, our stockholders’ equity was $1.6 million. As a result, we did not comply with the NASDAQ’s $2.5 million
minimum stockholders’ equity requirement under NASDAQ Listing Rule 5550(b)(1). Further, as of March 31, 2017, we did
not meet the altenative compliance standards relating to the market value of listed securities or net income from continuing
operations. On May 11, 2017, we received a letter from NASDAQ notifying us of our noncompliance with the minimum
stockholders’ equity requirement. We are evaluating various courses of actions to regain compliance and intend to
timely submit to NASDAQ a plan to regain compliance. However, there can be no assurance that our plan will be accepted by
NASDAQ or that if it is, we will be able to regain compliance.
If we do not regain compliance with the
continued listing requirements for the NASDAQ Capital Market within specified periods and subject to permitted extensions (if any),
our common stock may be recommended for delisting (subject to any appeal we would file). If our common stock is delisted, it could
be more difficult to buy or sell our common stock and to obtain accurate quotations, and the price of our common stock could suffer
a material decline. Delisting would also impair our ability to raise capital.
We do not intend to pay any cash dividends on our common
stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the
fair market value and trading price of our common stock.
We do not intend to pay any cash dividends
on our common stock in the foreseeable future and, therefore, any return on your investment in our common stock must come from
increases in the fair market value and trading price of our common stock.
Significant holders or beneficial holders of our common
stock may not be permitted to exercise pre-funded Series C warrants that they hold.
The terms of the pre-funded Series C warrants offered hereby
prohibit a holder from exercising its pre-funded Series C warrants if doing so would result in such holder (together with
such holder's affiliates) beneficially owning more than 4.99% of the number of shares of common stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded Series C
warrants. As a result, you may not be able to exercise your pre-funded Series C warrants for shares of our common stock at
a time when it would be financially beneficial for you to do so. In such circumstance you could seek to sell your pre-funded Series C
warrants to realize value, but you may be unable to do so.
USE OF PROCEEDS
We estimate that we will receive net
proceeds of approximately
$ million from the sale of the
shares of common stock, pre-funded Series C warrants and accompanying warrants offered by us in this offering,
after deducting the underwriting discounts and commissions and estimated offering costs payable by us.
We currently intend to use the net proceeds
from this offering for general corporate purposes, including for research and development, sales and marketing initiatives, general
and administrative expenses, working capital and capital expenditures.
We have not determined the amount of net
proceeds from this offering that we will use specifically for the foregoing purposes. Pending use of the net proceeds, we intend
to invest the proceeds in a variety of capital preservation instruments, including short-term, investment-grade, interest-bearing
instruments.
dilution
If you invest in our common stock and
accompanying warrants in this offering, your interest will be diluted to the extent of the difference between the combined
public offering price and accompanying warrants per share and the net tangible book value per share of our common stock after
this offering. As of March 31, 2017, our historical net tangible book value was $1.6 million, or $0.06 per share, based on
26,685,419 shares of our common stock outstanding as of March 31, 2017. Our historical net tangible book value per share
represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total
number of shares of our common stock outstanding as of March 31 2017. After giving effect to our sale in this offering of
shares of common stock, Series A Warrants to purchase shares of common stock, Series B Warrants to
purchase shares of common stock and pre-funded Series C warrants to
purchase shares of common stock, at the combined public offering price
of $ per share and
accompanying warrants (or for the pre-funded Series C warrants, the combined public offering price of the pre-funded Series C
warrants and the accompanying warrants), and after deducting underwriting discounts and commissions and estimated offering
expenses payable by us, our net tangible book value as of March 31, 2017 would have been
$ million, or
$ per share. This represents
an immediate increase of net tangible book value of
$ per share to our existing
stockholders and an immediate dilution of
$ per share to investors
purchasing shares of common stock and accompanying warrants in this offering. The following table illustrates this per share
dilution.
Combined public offering price per share and accompanying warrants
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Historical net tangible book value per share at March 31, 2017
|
|
$
|
0.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in net tangible book value per share attributable to investors purchasing our common stock in this offering
|
|
|
|
|
|
|
|
|
As adjusted net tangible book value per share as of March 31, 2017 after giving effect to this offering
|
|
|
|
|
|
|
|
|
Dilution per share to investors purchasing our common stock in this offering
|
|
|
|
|
|
$
|
|
|
The above discussion and table are based
26,685,419 shares outstanding on March 31, 2017, and excludes as of that date:
|
·
|
2,897,690 shares of common stock issuable upon exercise of outstanding stock options under our stock incentive plans at a weighted
average exercise price of $7.65 per share;
|
|
·
|
188,890 shares of common stock issuable upon the vesting of unvested restricted stock units under our stock incentive plans;
and
|
|
·
|
223,802 additional shares of common stock reserved for future issuance under our stock incentive plans.
|
To the extent that the warrants offered
hereby or the outstanding options are exercised, you will experience further dilution. In addition, we may choose to raise additional
capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future
operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the
issuance of these securities could result in further dilution to our stockholders.
DESCRIPTION OF WARRANTS
The following is a brief summary of
the material terms of the Series A Warrants, Series B Warrants and pre-funded Series C Warrants included in this offering and
is subject in all respects to the provisions contained in the warrants. The forms of warrants are being filed with a
Current Report on Form 8-K and reference is made thereto for a complete description of the warrants.
Series A Warrants
Exercise price.
The exercise price
per share of common stock purchasable upon exercise of the warrants is $ per
share of common stock being purchased. If we, at any time while the Series A Warrants are outstanding, pay a stock dividend on
our common stock or otherwise make a distribution on any class of capital stock that is payable in shares of our common stock,
subdivide outstanding shares of our common stock into a larger number of shares or combine the outstanding shares of our common
stock into a smaller number of shares, then, the number, class and type of shares available under the Series A Warrants and the
exercise price will be correspondingly adjusted to give the holder of the warrants, on exercise for the same aggregate exercise
price, the total number, class, and type of shares or other property as the holder would have owned had the warrants been exercised
prior to the event and had the holder continued to hold such shares until the event requiring adjustment. The exercise price
of the Series A Warrants is subject to full ratchscet adjustment in certain circumstances, subject to a floor price of $0.17 per
share. If we fail to timely deliver the shares underlying the warrants, we will be subject to certain buy-in provisions.
Exercisability
. Holders may exercise
the Series A Warrants beginning on the issuance date and at any time up to the date that is five years from the initial date that
the warrants become exercisable.
Cashless exercise
.
If,
at the time a holder exercises its warrant, there is no effective registration statement covering the issuance of the shares underlying
the warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in
payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part)
the net number of common shares determined according to a formula set forth in the warrants.
Transferability.
The Series A Warrants
may be transferred at the option of the warrant holder upon surrender of the warrants with the appropriate instruments of transfer.
Rights as a stockholder.
Except by
virtue of such holder’s ownership of shares of our common stock, the holders of the Series A Warrants do not have the rights
or privileges of holders of our common stock, including any voting rights, until they exercise their warrants.
Company Optional Redemption
.
If at any time after the issuance date, (i) the closing bid price of our common stock is equal to or greater than $1.75 per share
(as adjusted for stock splits, stock combinations and the like occurring from and after the issuance date) for a period 30 consecutive
trading days following the applicable determination date (the 30 consecutive trading days on which the
condition in this clause (i) is satisfied are referred to herein as the “Measuring Period”), (ii) no Equity Conditions
Failure (as defined in the warrants) have occurred, and (iii) the aggregate dollar trading volume (as reported on Bloomberg Financial
Markets) of the common stock on the applicable eligible market for each trading day during the Measuring Period exceeds $225,000
per day, then we have the right to purchase the entire then-remaining portion of warrants from the holders as set forth below,
subject to certain conditions.
Extraordinary transactions
: In
the event of any extraordinary transaction, and generally including any merger with or into another entity, sale of all or substantially
all of our assets, tender offer or exchange offer, or reclassification of our common stock, the holder will have the right to have
the Series A Warrants and all obligations and rights thereunder assumed by the successor or acquiring corporation. In the event
of an extraordinary transaction, we or any successor entity will pay at the holder’s option, exercisable at any time concurrently
with or within 30 days after the consummation of the extraordinary transaction, an amount of cash equal to the value of the Series
A warrants as determined in accordance with the Black Scholes option pricing model and the terms of the warrants.
Limits on exercise of warrants
. A
holder of a Series A Warrant will not have the right to exercise any portion of the warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect
to the exercise, as such percentage ownership is determined in accordance with the terms of the Series A Warrants; provided that
at the election of a holder and notice to us such percentage ownership limitation may be increased or decreased to any other percentage,
not to exceed 9.99%; provided that any increase will not be effective until the 61
st
day after such notice is delivered
from the holder to us.
Series B Warrants
Exercise price.
The exercise price
per share of common stock purchasable upon exercise of the warrants is $ per share
of common stock being purchased. If we, at any time while the Series B Warrants are outstanding, pay a stock dividend on our common
stock or otherwise make a distribution on any class of capital stock that is payable in shares of our common stock, subdivide outstanding
shares of our common stock into a larger number of shares or combine the outstanding shares of our common stock into a smaller
number of shares, then, the number, class and type of shares available under the Series B Warrants and the exercise price will
be correspondingly adjusted to give the holder of the warrants, on exercise for the same aggregate exercise price, the total number,
class, and type of shares or other property as the holder would have owned had the warrants been exercised prior to the event and
had the holder continued to hold such shares until the event requiring adjustment. The exercise price of the Series B Warrants
is subject to full ratchet adjustment in certain circumstances, subject to a floor price of $0.17 per share. If we fail to
timely deliver the shares underlying the warrants, we will be subject to certain buy-in provisions.
Exercisability
. Holders may exercise
the Series B Warrants beginning on the issuance date and at any time up to the date that is two years from the initial date that
the warrants become exercisable.
Cashless exercise
.
If,
at the time a holder exercises its warrant, there is no effective registration statement covering the issuance of the
shares underlying the warrant to the holder, then in lieu of making the cash payment otherwise contemplated to be made to us
upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise
(either in whole or in part) the net number of common shares determined according to a formula set forth in the warrants.
In addition, in lieu of the cashless exercise described in the immediate preceding sentence,
beginning 30 days from
the issuance date during the warrant exercisability period, the holder is permitted to effect a cashless exercise of the
Series B Warrants (in whole or in part) by having the holder surrendering the warrants to us, together with delivery to us of
a duly executed exercise notice, and will receive a Net Number of shares of our common stock purchased upon such exercise.
The Net Number is equal to the (i) 200% of the applicable warrant exercise percentage of the initial warrant amount and
(ii) the quotient obtained by dividing (A) the difference obtained by subtracting (x) the market price, from (y) the
initial exercise price per share of Series B Warrants by (B) the market price.
Transferability.
The Series B Warrants
may be transferred at the option of the warrant holder upon surrender of the warrants with the appropriate instruments of transfer.
Rights as a stockholder.
Except by
virtue of such holder’s ownership of shares of our common stock, the holders of the Series B Warrants do not have the rights
or privileges of holders of our common stock, including any voting rights, until they exercise their warrants.
Company Optional Redemption
.
If at any time after the issuance date, (i) the closing bid price of our common stock is equal to or greater than $1.75 per share
(as adjusted for stock splits, stock combinations and the like occurring from and after the issuance date) for a period 30 consecutive
trading days following the applicable determination date (the 30 consecutive trading days on which the
condition in this clause (i) is satisfied are referred to herein as the “Measuring Period”), (ii) no Equity Conditions
Failure (as defined in the warrants) have occurred, and (iii) the aggregate dollar trading volume (as reported on Bloomberg Financial
Markets) of the common stock on the applicable eligible market for each trading day during the Measuring Period exceeds $225,000
per day, then we have the right to purchase the entire then-remaining portion of warrants from the holders as set forth below,
subject to certain conditions.
Extraordinary transactions
: In
the event of any extraordinary transaction, and generally including any merger with or into another entity, sale of all or substantially
all of our assets, tender offer or exchange offer, or reclassification of our common stock, the holder will have the right to have
the Series B Warrants and all obligations and rights thereunder assumed by the successor or acquiring corporation. In the event
of an extraordinary transaction, we or any successor entity will pay at the holder’s option, exercisable at any time concurrently
with or within 30 days after the consummation of the extraordinary transaction, an amount of cash equal to the value of the Series
B warrants as determined in accordance with the Black Scholes option pricing model and the terms of the warrants.
Limits on exercise of warrants
.
A holder of a Series B Warrant will not have the right to exercise any portion of the warrant if the holder (together with its
affiliates) would beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after
giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Series B Warrants;
provided that at the election of a holder and notice to us such percentage ownership limitation may be increased or decreased
to any other percentage, not to exceed 9.99%; provided that any increase will not be effective until the 61
st
day after
such notice is delivered from the holder to us.
Pre-Funded Series C Warrants
Exercise price.
The exercise price per share of common
stock purchasable upon exercise of the warrants is $ per share of common stock
being purchased. If we, at any time while the pre-funded Series C warrants are outstanding, pay a stock dividend on our common
stock or otherwise make a distribution on any class of capital stock that is payable in shares of our common stock, subdivide outstanding
shares of our common stock into a larger number of shares or combine the outstanding shares of our common stock into a smaller
number of shares, then, the number, class and type of shares available under the pre-funded Series C warrants and the exercise
price will be correspondingly adjusted to give the holder of the warrants, on exercise for the same aggregate exercise price, the
total number, class, and type of shares or other property as the holder would have owned had the warrants been exercised prior
to the event and had the holder continued to hold such shares until the event requiring adjustment. The exercise price of the pre-funded
Series C warrants, except for the nominal exercise price of $0.001 per share of common stock, will have been pre-funded to
the Company and, consequently, no additional consideration (other than the nominal exercise price of $0.001 per share of common
stock) shall be required to be paid by the holders to any person to effect any exercise of the pre-funded Series C warrants.
The holder shall not be entitled to the return or refund of all, or any portion, of such pre-funded exercise price under any circumstance
or for any reason whatsoever, including in the event a pre-funded Series C warrant shall not have been exercised prior to
its expiration.
Exercisability
. Holders may exercise the pre-funded Series
C warrants beginning on the issuance date and at any time up to the date that is five years from the initial date that the warrants
become exercisable.
Cashless exercise
. If, at the time a holder exercises
its warrant, there is no effective registration statement covering the issuance of the shares underlying the warrant to the holder,
then in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate
exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of common
shares determined according to a formula set forth in the warrants.
Transferability.
The pre-funded Series C warrants may
be transferred at the option of the warrant holder upon surrender of the warrants with the appropriate instruments of transfer.
Extraordinary transactions.
In the
event of any extraordinary transaction, and generally including any merger with or into another entity, sale of all or substantially
all of our assets, tender offer or exchange offer, or reclassification of our common stock, the holder will have the right to
have the Series A Warrants and all obligations and rights thereunder assumed by the successor or acquiring corporation. In the
event of an extraordinary transaction, we or any successor entity will pay at the holder’s option, exercisable at any time
concurrently with or within 30 days after the consummation of the extraordinary transaction, an amount of cash equal to the value
of the Pre-Funded Series C warrants as determined in accordance with the Black Scholes option pricing model and the terms of the
warrants.
Limits on exercise of warrants
. A holder of a pre-funded
Series C warrant will not have the right to exercise any portion of the warrant if the holder (together with its affiliates) would
beneficially own in excess of 4.99% of the number of shares of our common stock outstanding immediately after giving effect to
the exercise, as such percentage ownership is determined in accordance with the terms of the pre-funded Series C warrants; provided
that at the election of a holder and notice to us such percentage ownership limitation may be increased or decreased to any other
percentage, not to exceed 9.99%; provided that any increase will not be effective until the 61st day after such notice is delivered
from the holder to us.
Rights as a stockholder
.
Except
by virtue of such holder’s ownership of shares of our common stock, the holders of the pre-funded Series C warrants do not
have the rights or privileges of holders of our common stock, including any voting rights, until they exercise their warrants.
UNDERWRITING
Laidlaw &
Company (UK) Ltd. is acting as the underwriter. Subject to the terms and conditions set forth in an underwriting agreement among
us and the underwriter, we have agreed to sell to the underwriter, and the underwriter has agreed to purchase from us, the number
of shares of common stock and warrants set forth opposite its name below.
Underwriter
|
|
Number of
Shares
|
|
|
Number of
Series A Warrants
|
|
|
Number of
Series B Warrants
|
|
|
Number of Pre-Funded Series C Warrants
|
|
Laidlaw & Company (UK) Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount, Commissions and Expenses
The underwriter has advised us that
it proposes to offer the shares of common stock, pre-funded Series C warrants and accompanying warrants to the public at
the public offering price set forth on the cover page of this prospectus supplement and to certain dealers at that price less
a concession not in excess of $ per share and accompanying
warrants. After this offering, the public offering price, concession and reallowance to dealers may be changed by the
underwriter. No such change shall change the amount proceeds to be received by us as set forth on the cover page of this
prospectus supplement. The shares of common stock, pre-funded Series C warrants and accompanying warrants are offered by the
underwriter stated herein, subject to receipt and acceptance by them and subject to their right to reject any order in whole
or in part. The underwriter has informed us that it does not intend to confirm sales to any accounts over which it exercises
discretionary authority.
The following table shows the underwriting
discount payable to the underwriter by us in connection with this offering.
|
|
Per Share
and Accompanying Warrants
|
|
|
Per Pre-Funded Series C Warrant and Accompanying Warrants
|
|
|
Total
|
|
Public Offering Price
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Underwriting discount
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Proceeds, before expenses, to us
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
The expenses of the offering, not including
the underwriting discount, payable by us are estimated to be $ ,
which includes up to $70,000 that we have agreed to reimburse
the underwriter for its out-of-pocket expenses, including reasonable fees and disbursements of underwriter’s counsel, incurred
in connection with this offering. We have agreed to pay the underwriter a non-refundable retainer of $25,000.
Indemnification
We have agreed to indemnify the underwriter
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”),
and liabilities arising from breaches of representations and warranties contained in the underwriting agreement, or to contribute
to payments that the underwriter may be required to make in respect of those liabilities.
Lock-up Agreements
The Company has agreed, subject to certain
exceptions, for a period of 90 days after the date of the underwriting agreement, not to offer, sell, contract to sell, pledge,
grant any option to purchase, make any short sale or otherwise dispose of, directly or indirectly any shares of common stock or
any securities convertible into or exchangeable for our common stock either owned as of the date of the underwriting agreement
or thereafter acquired without the prior written consent of the underwriter.
The Company’s officers, directors
and certain shareholders have agreed, subject to limited exceptions, for a period of 90 days after the date of the underwriting
agreement, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose
of, directly or indirectly any shares of common stock or any securities convertible into or exchangeable for our common stock either
owned as of the date of the underwriting agreement or thereafter acquired, subject to certain exceptions, without the prior written
consent of the underwriter.
The underwriter may, in its sole discretion
and at any time or from time to time before the termination of the lock-up period, without notice, release all or any portion of
the securities subject to lock-up agreements.
Stabilization, Short Positions and Penalty Bids
In connection with the offering, the underwriter
may engage in stabilizing transactions, short sales and purchases to cover positions created by short sales, and penalty bids or
purchases for the purpose of pegging, fixing or maintaining the price of the common stock, in accordance with Regulation M under
the Exchange Act:
|
·
|
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified
maximum.
|
|
·
|
A short position involves a sale by the underwriter of shares in excess of the number of shares the underwriter is
obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a
covered short position or a naked short position. In a covered short position, the number of shares involved in the sales
made by the underwriter in excess of the number of shares they are obligated to purchase is not greater than the number of
shares that they may purchase by exercising its option to purchase additional shares, if any. In a naked short position, the number
of shares involved is greater than the number of shares in its option to purchase additional shares, if any. The underwriter
may close out
any short position by either exercising its option to purchase additional shares, if any, and/or purchasing shares in the
open market. In determining the source of shares to close out the short position, the underwriter will consider, among other
things, the price of shares available for purchase in the open market as compared to the price at which they may purchase
shares through its option to purchase additional shares, if any. A naked short position is more likely to be created if the
underwriter are concerned that there could be downward pressure on the price of the shares in the open market after pricing
that could adversely affect investors who purchase in the offering.
|
|
·
|
Syndicate covering transactions involve purchases of the common stock in the open market after the distribution has been completed
in order to cover syndicate short positions.
|
|
·
|
Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the common stock originally
sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
|
These stabilizing transactions, syndicate
covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of the common stock. As a result, the price of the common stock may be higher than the
price that might otherwise exist in the open market. These transactions may be effected on the NASDAQ Capital Market or otherwise
and, if commenced, may be discontinued at any time.
Neither we nor the underwriter make any
representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the
price of our common stock. In addition, neither we nor the underwriter make any representation that the underwriter will engage
in these transactions or that these transactions, once commenced, will not be discontinued without notice.
Electronic Distribution
A prospectus in electronic format may
be made available on the websites maintained by the underwriter or selling group members, if any, participating in the offering.
The underwriter may agree to allocate a number of shares of common stock to itself and selling group members for sale to their
online brokerage account holders. Internet distributions will be allocated by the underwriter and selling group members that may
make Internet distributions on the same basis as other allocations. Other than the prospectus in electronic format, the information
on the underwriter’s websites and any information contained in any other website maintained by the underwriter are not part
of this prospectus or the registration statement of which this prospectus forms a part.
Right of First Refusal
If within the 12-month period following
the earlier of the consummation of the offering or the termination of the engagement letter between us and the underwriter, the
Company will require additional financing or other capital raising transaction (“Subsequent Transactions”) involving
a placement agent or financial advisor, the underwriter will have the right to act as our financial advisor and investment banker
on such Subsequent Transactions (the “Right of First Refusal”) as the book runner, lead manager, or lead placement
agent. The underwriter may exercise the Right of First Refusal within thirty days of the receipt of notice by us (as well as any
reasonable requested due diligence of its decision to pursue a Subsequent Transaction). If the underwriter determines to exercise
its Right of First Refusal, we agree to retain it under separate cover to advise us in respect to such Subsequent Transaction,
subject to the execution of a mutually acceptable separate agreement which shall include terms customary for the type of Subsequent
Transaction being sought and compensation to be decided by us and the underwriter at the time of the Subsequent Transaction.
Other Relationships
The underwriter and
its affiliates may provide in the future various advisory, investment and commercial banking and other services
to us in the ordinary course of business, for which they may receive customary fees and commissions.
However, except as disclosed in this prospectus, we have no present arrangements with the underwriter for any further services.
Offer Restrictions Outside the United States
Other than in the United States, no action
has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any
jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly
or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of
any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance
with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised
to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This
prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus
in any jurisdiction in which such an offer or a solicitation is unlawful.
European Economic Area
In relation to each Member State of the
European Economic Area which has implemented the Prospectus Directive, or the Relevant Member States, with effect from and including
the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, our
securities will not be offered to the public in that Relevant Member State prior to the publication of a prospectus in relation
to the securities that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with
the Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities
may be made to the public in that Relevant Member State at any time:
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to any legal entity that is a qualified investor as defined in the Prospectus Directive;
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to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive,
150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of the manager for any such offer; or
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in any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 3(2) of the
Prospectus Directive.
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For the purposes of this provision, the
expression an “offer of common shares to the public” in relation to any shares in any Relevant Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the common shares to be offered
so as to enable an investor to decide to purchase or subscribe the common shares, as the same may be varied in that Relevant Member
State by any measure implementing the Prospectus Directive in that Relevant Member State. The expression “Prospectus Directive”
means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010
PD Amending Directive” means Directive 2010/73/EU.
We have not authorized, and do not authorize
the making of, any offer of shares through any financial intermediary on our behalf, other than offers made by the underwriter
with a view to the final placement of the shares as contemplated by this prospectus. Accordingly, no purchaser of the securities,
other than the underwriter, is authorized to make any further offer of the shares on our or the underwriter’s behalf.
United Kingdom
Our securities may not be offered or sold
and will not be offered or sold to any persons in the United Kingdom other than persons whose ordinary activities involve acquiring,
holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses and in compliance
with all applicable provisions of the Financial Services and Markets Act 2000, or FSMA, with respect to anything done in relation
to our securities in, from or otherwise involving the United Kingdom.
In addition, each underwriter:
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has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act of 2000 (Financial Promotion) Order
2005 or in circumstances in which section 21 of FSMA does not apply to us; and
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has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to
the securities in, from or otherwise involving the United Kingdom.
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Australia
No prospectus or other disclosure document
(as defined in the Corporations Act 2001 (Cth) of Australia, or the Corporations Act) in relation to the securities has been or
will be lodged with the Australian Securities & Investments Commission, or the ASIC. This document has not been lodged
with ASIC and is only directed to certain categories of exempt persons. Accordingly, if you receive this document in Australia:
(1) you confirm and warrant
that you are either:
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a “sophisticated investor” under section 708(8)(a) or (b) of the Corporations Act;
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(b)
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a “sophisticated investor” under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant’s certificate to us which complies with the requirements of section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;
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(c)
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a person associated with us under section 708(12) of the Corporations Act; or
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(d)
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a “professional investor” within the meaning of section 708(11)(a) or (b) of the Corporations Act, and to the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act, any offer made to you under this document is void and incapable of acceptance; and
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(2) you warrant and agree
that you will not offer any of the securities for resale in Australia within 12 months of those securities being issue unless any
such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.
Hong Kong
The securities may not be offered or sold
in Hong Kong by means of any document other than (1) in circumstances which do not constitute an offer to the public within
the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), (2) to “professional investors” within the meaning
of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (3) in other circumstances
which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws
of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of
any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of
which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong)
other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and
any rules made thereunder.
Japan
The securities offered in this prospectus
have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The securities have not been
offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan
(including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the
registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements
of Japanese law.
Singapore
This prospectus has not been registered
as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase, of the securities may not be circulated or distributed, nor
may the securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (1) to an institutional investor under Section 274 of the Securities and
Futures Act, Chapter 289 of Singapore, or the SFA, (2) to a relevant person pursuant to Section 275(1), or any person
pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (3) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance
with conditions set forth in the SFA.
Where the securities are subscribed or purchased
under Section 275 of the SFA by a relevant person which is:
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to
hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor;
or
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of
the trust is an individual who is an accredited investor, shares, debentures and units of shares and debentures of that corporation
or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months
after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
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to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2)
of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures
of that corporation or such rights and interest in that trust are acquired at a consideration of not less than $200,000 (or its
equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities
or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;
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where no consideration is or will be given for the transfer; or
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where the transfer is by operation of law.
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Switzerland
The securities may not be publicly offered
in Switzerland and will not be listed on the SIX Swiss Exchange, or the SIX, or on any other stock exchange or regulated trading
facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under
art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff.
of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither
this document nor any other offering or marketing material relating to the securities or the offering may be publicly distributed
or otherwise made publicly available in Switzerland.
Neither this document nor any other offering
or marketing material relating to the offering, us, or the securities have been or will be filed with or approved by any Swiss
regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the
Swiss Financial Market Supervisory Authority FINMA, and the offer of shares has not been and will not be authorized under the Swiss
Federal Act on Collective Investment Schemes. The investor protection afforded to acquirers of interests in collective investment
schemes under the CISA does not extend to acquirers of the shares.
Canada
Resale Restrictions
The distribution of our securities in
Canada is being made only in the provinces of Ontario, Quebec, Alberta, British Columbia and Manitoba on a private placement basis
exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where
trades of common stock are made. Any resale of the common stock in Canada must be made under applicable securities laws which may
vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under
a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal
advice prior to any resale of the common stock.
Representations of Purchasers
By purchasing securities in Canada and
accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation
is received that:
the purchaser is entitled under applicable
provincial securities laws to purchase the securities without the benefit of a prospectus qualified under those securities laws
as it is an “accredited investor” as defined under National Instrument 45-106—Prospectus and Registration Exemptions;
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the purchaser is a “Canadian permitted client” as defined in National Instrument 31-103—Registration Requirements
and Exemptions, or as otherwise interpreted and applied by the Canadian Securities Administrators;
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where required by law, the purchaser is purchasing as principal and not as agent;
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the purchaser has reviewed the text above under “—Resale Restrictions”; and
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the purchaser acknowledges and consents to the provision of specified information concerning the purchase of the securities
to the regulatory authority that by law is entitled to collect the information, including certain personal information. For purchasers
in Ontario, questions about such indirect collection of personal information should be directed to Administrative Support Clerk,
Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8 or on (416) 593-3684.
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Rights of Action – Ontario Purchasers
Under Ontario securities legislation,
certain purchasers who purchase any securities offered by this prospectus during the period of distribution will have a statutory
right of action for damages, or while still the owner of the securities, for rescission against us in the event that this prospectus
contain a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages
is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise
to the cause of action and three years from the date on which payment is made for the securities. The right of action for rescission
is exercisable not later than 180 days from the date on which payment is made for the securities. If a purchaser elects to exercise
the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount
recoverable in any action exceed the price at which the securities were offered to the purchaser and if the purchaser is shown
to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for
damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value
of the common stock as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from,
any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an
Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.
EXPERTS
The financial statements incorporated in
this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2016 have been so incorporated in
reliance on the report (which contains an explanatory paragraph relating to the Company's ability to continue as a going concern
as described in Note 1 to the financial statements) of PricewaterhouseCoopers LLP, an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the securities being offered
by this prospectus will be passed upon by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania. The underwriter is being
represented in connection with this offering by Sheppard, Mullin, Richter & Hampton LLP, New York, New York.
INFORMATION
INCORPORATED BY REFERENCE
This prospectus supplement is part of a
registration statement on Form S-3. The Commission allows this filing to “incorporate by reference” information that
we previously have filed with the Commission. This means we can disclose important information to you by referring you to other
documents that we have filed with the Commission. The information that is incorporated by reference is considered part of this
prospectus supplement, and information that we file later will automatically update and may supersede this information. For further
information about our company and the securities being offered, you should refer to the registration statement and the following
documents that are incorporated by reference:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 31, 2017, as
amended on April 28, 2017;
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed with the Commission on May 9, 2017;
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Our Current Reports on Form 8-K filed with the Commission on February 2, 2017, April 13, 2017 and May 17, 2017, respectively; and
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The description of our common stock contained in our Registration Statement on Form 8-A filed with the Commission on September
3, 1999, as amended by amendments to such registration statement on Form 8-A/A filed with the Commission on September 11, 2002,
October 31, 2002, June 30, 2005, January 10, 2008, October 10, 2008 and September 9, 2010.
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All documents filed by us subsequent to those
listed above with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act following the date of filing
of the registration statement of which this prospectus supplement is a part and prior to the termination of the offering, shall
be deemed to be incorporated by reference into this prospectus supplement and to be a part hereof from the date of filing of such
documents. The information relating to our company contained in this prospectus supplement does not purport to be comprehensive
and should be read together with the information contained in the incorporated documents. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus supplement to the
extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus supplement.
You may request a copy of all documents
that are incorporated by reference in this prospectus supplement by writing or telephoning us at the following address and number:
Repros Therapeutics Inc., 2408 Timberloch Place, Suite B-7, The Woodlands, Texas, 77380, (281) 719-3400. We will provide copies
of all documents requested (not including exhibits to those documents, unless the exhibits are specifically incorporated by reference
into those documents or this prospectus supplement) without charge.
PROSPECTUS
$100,000,000
Common Stock
Preferred Stock
Warrants
Rights
Units
From time to time, we may
offer and sell, in one or more series:
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shares
of common stock;
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shares
of preferred stock;
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warrants
to purchase, common stock or preferred stock;
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rights
to purchase common stock or preferred stock; and
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units
consisting of two or more of these classes of securities.
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The
securities:
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will
have a maximum aggregate offering price of $100,000,000;
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will
be offered at prices and on terms to be set forth in an accompanying prospectus supplement;
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may
be offered separately or together, or in separate series;
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may
be convertible into or exchangeable for other securities; and
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may
be listed on a national securities exchange, if specified in an accompanying prospectus supplement.
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We may offer and sell these securities
to or through underwriters, dealers or agents, directly to purchasers or through a combination of these methods. If we use underwriters,
dealers or agents to sell these securities, we will name them and describe their compensation arrangements in the prospectus supplement
relating to such offering. We will provide the specific terms of the securities in supplements to this prospectus. This prospectus
may be used to offer and sell securities only if it is accompanied by a prospectus supplement.
Our Common Stock is traded
on the Nasdaq Capital Market under the symbol “RPRX”. On June 13, 2016, the last reported sale price of
our common stock on the Nasdaq Capital Market was $1.70 per share.
YOU SHOULD READ THIS
PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT CAREFULLY BEFORE YOU INVEST, INCLUDING THE RISK FACTORS WHICH BEGIN ON PAGE 3 OF THIS
PROSPECTUS.
NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is June 23, 2016.
Table
of Contents
We have not authorized
any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated
by reference in this prospectus and the accompanying supplement to this prospectus. You must not rely upon any information or representation
not contained or incorporated by reference in this prospectus or the accompanying prospectus supplement. This prospectus and the
accompanying supplement to this prospectus do not constitute an offer to sell or the solicitation of an offer to buy securities,
nor do this prospectus and the accompanying supplement to this prospectus constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
You should not assume that the information contained in this prospectus and the accompanying prospectus supplement is accurate
on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by reference
is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying
prospectus supplement is delivered or securities sold on a later date.
ABOUT THIS PROSPECTUS
This document is called
a prospectus and is part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration
process. Under this shelf process, we may offer and sell, from time to time in one or more offerings, the securities described
in this prospectus. This prospectus provides you with a general description of the securities we may offer and the general manner
in which these securities may be offered. Each time we sell securities under this prospectus, we will provide you with a prospectus
supplement that will contain specific information about the terms of that offering and the offered securities. That prospectus
supplement may also supplement, update or amend information contained in or incorporated by reference into this prospectus. Under
this shelf process, we may sell different types of the securities described in this prospectus in one or more offerings up to a
total offering amount of $100,000,000.
The registration statement
of which this prospectus is a part contains additional information about us and the securities we may offer by this prospectus.
Specifically, we have filed and incorporated by reference certain legal documents that control the terms of the securities offered
by this prospectus as exhibits to the registration statement. We will file or incorporate by reference certain other legal documents
that will control the terms of the securities we may offer by this prospectus as exhibits to the registration statement or to reports
we file with the SEC that are incorporated by reference into this prospectus. The prospectus supplement may also add, update or
change information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with
additional information described under the heading “Where You Can Find More Information.”
You should rely only
on the information contained in this prospectus, any prospectus supplement and the documents we have incorporated by reference.
We have not authorized anyone to provide you with different information. You should assume that the information in this prospectus,
any accompanying prospectus supplement or any document incorporated by reference is accurate as of any date other than the date
of such document.
FORWARD-LOOKING INFORMATION
Some of the statements
contained (i) in this prospectus and any accompanying prospectus supplement or (ii) incorporated by reference into this
prospectus are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or
the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are subject
to the safe harbor created by the Securities Litigation Reform Act of 1995. Examples of these forward-looking statements include,
but are not limited to:
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our
anticipated future capital requirements and the terms of any capital financing agreements;
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timing
and amount of future contractual payments, product revenue and operating expenses;
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the
success of clinical trials for Proellex®;
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having
available funding for the continued development of Proellex® and our enclomiphene product candidate;
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volatility
in the financial markets generally;
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uncertainty
related to our ability to obtain approval of our products by the by the Food and Drug Administration, or FDA, and regulatory bodies
in other jurisdictions;
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dependence
on a limited number of key employees;
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uncertainty
regarding changes to existing regulations or new regulations;
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dependence
on third parties for clinical development and manufacturing;
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market
acceptance of our products and the estimated potential size of these markets;
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competition
and risk of competitive new products;
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uncertainty
relating to our patent portfolio;
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volatility
in the value of our common stock;
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continued
listing on the Nasdaq Capital Market; and
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any
other risks and uncertainties described in the Company's filings with the Securities and Exchange Commission.
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While these forward-looking
statements made by us are based on our current intent, beliefs and judgments, they are subject to risks and uncertainties that
could cause actual results to vary from the projections in the forward-looking statements. You should consider the risks below
carefully in addition to other information contained in this report before engaging in any transaction involving our securities.
If any of these risks occur, they could seriously harm our business, financial condition or results of operations. In such case,
the trading price of our securities could decline, and you may lose all or part of your investment.
In addition, in this prospectus,
any prospectus supplement and the documents incorporated by reference into this prospectus, the words “believe,” “should,”
“predict,” “future,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “plan,” “expect,” “potential,” “continue,”
or “opportunity,” or other words and terms of similar meaning, as they relate to us, our business, future financial
or operating performance or our management, are intended to identify forward-looking statements. Any forward-looking statement
speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement
to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated
events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we
cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking statements. Past financial or operating performance
is not necessarily a reliable indicator of future performance and you should not use our historical performance to anticipate results
or future period trends.
SUMMARY
This is only a summary
and does not contain all of the information that you should consider before investing in our common stock. You should read
the entire prospectus carefully, including the “Risk Factors” section and the information incorporated by reference
from our other filings with the SEC.
General
Repros Therapeutics Inc.
(the “Company,” “Repros,” or “we,” “us” or “our”) was organized on
August 20, 1987. We are a biopharmaceutical company focused on the development of new drugs to treat hormonal and reproductive
system disorders.
Our enclomiphene product
candidate, is a single isomer of clomiphene citrate and is an orally active proprietary small molecule compound. We are developing
enclomiphene for the treatment of secondary hypogonadism in overweight men wishing to restore normal testicular function. Men with
secondary hypogonadism exhibit low testosterone levels due to under stimulated testes but they are generally fertile. Enclomiphene
is designed to treat the underlying mechanism, insufficient stimulation of the testes by the pituitary, which causes secondary
hypogonadism. Secondary hypogonadism due to being overweight or obese is the single greatest cause of hypogonadism in general.
On February 2, 2015, we announced that we electronically submitted our New Drug Application (“NDA”) to the Food and
Drug Administration (“FDA”) for enclomiphene. The FDA accepted the NDA for review on April 1, 2015 and later assigned
a Prescription Drug User Fee Act (PDUFA) goal date of November 30, 2015. In addition, the Division of Bone, Reproductive and Urologic
Products (the Division) of the FDA scheduled an advisory committee meeting to review the NDA for November 3, 2015. However, the
Division subsequently cancelled the scheduled advisory committee meeting due to questions that arose late in the review regarding
the bioanalytical method validation that could affect interpretability of certain pivotal study data. On December 1, 2015, we announced
that we had received a Complete Response Letter (CRL) from the FDA. A CRL informs companies that an NDA cannot be approved in its
present form. In the CRL, the FDA stated that, based on recent scientific developments, the design of the enclomiphene Phase 3
studies is no longer adequate to demonstrate clinical benefit and recommended that Repros conduct an additional Phase 3 study or
studies to support approval in the target population. The FDA also noted concerns regarding study entry criteria, titration and
bioanalytical method validation in the Phase 3 program. Subsequently, on February 4, 2016, the Company attended a meeting with
the FDA reviewers and senior leaders to discuss resolution of issues identified during the NDA review. The meeting covered a broad
range of topics surrounding the NDA data as well as emerging agency and expert thinking regarding the treatment of hypogonadism.
The Company believes based on the meeting that the FDA is not closed to considering secondary hypogonadism as an indication. Additionally,
in January 2016, the Company initiated a Phase 2 double-blind, placebo controlled, proof of concept study, ZA-205, in obese secondary
hypogonadal men to assess the impact of enclomiphene on metabolic parameters and quality of life under a diet and exercise regimen.
This study was fully enrolled in February 2016 and six month data is expected in the third quarter of 2016.
Proellex®, our product
candidate for female reproductive health, is a new chemical entity that acts as a selective blocker of the progesterone receptor
and is being developed for the treatment of symptoms associated with uterine fibroids and endometriosis. On December 29, 2014,
we announced that we have initiated two Phase 2B studies for low dose Proellex® in the treatment of uterine fibroids and are
currently conducting a Phase 2 study in the treatment of endometriosis. All three of these Proellex® studies were fully enrolled
in January 2016. On April 12, 2016, we announced positive clinical data for the vaginal application of Proellex® in women with
severe menstrual bleeding due to uterine fibroids. Additionally, on May 18, 2016, we announced that oral administration of Proellex®,
at doses of both 6 and 12 mg, achieved significant reduction in excessive menstrual bleeding, the key symptom of uterine fibroids.
As of March 31, 2016, we
had accumulated losses of $307.1 million, approximately $16.0 million in cash and cash equivalents, and accounts payable and accrued
expenses of approximately $2.1 million, in the aggregate.
Our offices are located
at 2408 Timberloch Place, Suite B-7, The Woodlands, Texas 77380. Our phone number is (281) 719-3400 and our website is located
at www.reprosrx.com. Information contained on our website is not part of this prospectus.
RISK FACTORS
An investment in the
securities offered by this prospectus involves a high degree of risk. Before deciding to invest, you should carefully consider
the risks described below and discussed under the section captioned “Risk Factors” contained in our Annual Report on
Form 10-K for the year ended December 31, 2015, as amended, and our Quarterly Report on Form 10-Q for the quarter ended March 31,
2016, which are incorporated by reference in this prospectus, together with the other information in this prospectus, the information
and documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection
with this offering. If any of these risks actually occurs, our business, the financial condition, results of operations or cash
flow could be harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of
your investment. The risks described below and in the documents referenced above are not the only ones we face. Additional risks
not presently known to us or that we currently deem immaterial may also affect our business.
Risks Related to our Common Stock
Purchasers in this offering will experience
immediate and substantial dilution.
As of March 31, 2016, we
had a net tangible book value of $14.2 million which yields a net tangible book value of approximately $0.59 per share of common
stock, assuming no exercise of any options. The net tangible book value per share is less than the current market price per share.
If you pay more than the net tangible book value per share for common stock in this offering, you will experience immediate dilution.
See the section titled “Dilution” on page 4 of this prospectus. The exercise of outstanding options will result in
further dilution in your investment. In addition, if we issue additional equity securities in the future, the newly issued securities
may further dilute your ownership interest.
Certain provisions in our charter documents
and Delaware law could delay or prevent a change in management or a takeover attempt that you may consider to be in your best interest.
We have adopted certain
anti-takeover provisions in our certificate of incorporation and bylaws and under Delaware law, which could delay or prevent the
removal of directors and other management and could make more difficult a merger, tender offer or proxy contest involving us that
you may consider to be in your best interest. For example, these provisions:
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allow our board of directors to issue
preferred stock without stockholder approval;
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limit who can call a special meeting of
stockholders; and
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establish advance notice requirements
for nomination for election to the board of directors or for proposing matters to be acted upon at stockholder meetings.
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USE OF PROCEEDS
Unless the applicable prospectus
supplement states otherwise, the net proceeds we receive from the sale of the securities offered by us under this prospectus will
be used for general corporate purposes, including:
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funding clinical trials and regulatory submissions for our enclomiphene product candidate and for Proellex®; and
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general working capital.
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Until we use the net proceeds
from the sale of the securities offered by us under this prospectus, we intend to invest the funds in short-term, investment grade,
interest-bearing securities.
DIVIDEND
POLICY
We have never declared
or paid any cash dividends on our common stock and do not currently anticipate declaring or paying cash dividends on our common
stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance operations. Any future
determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number
of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and
other factors that our board of directors may deem relevant.
Dilution
We will set forth in a
prospectus supplement, when applicable, the following information regarding any material dilution of the equity interests of investors
purchasing securities in an offering under this prospectus:
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the net tangible book value per share of our equity securities before and after the offering;
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the amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in
the offering; and
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the amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION OF CAPITAL
STOCK
Our authorized capital
stock consists of 75,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value
$0.001 per share.
As of March 31, 2016, we
had 24,318,111 outstanding shares of common stock and no outstanding shares of preferred stock.
As of March 31, 2016, we
had outstanding stock options to purchase 2,554,857 shares of common stock at prices ranging from $0.82 to $50.80.
Common Stock
Subject to any special
voting rights of any series of preferred stock that we may issue in the future, each share of common stock has one vote on all
matters voted on by our stockholders, including the election of our directors. Because holders of common stock do not have cumulative
voting rights, the holders of a majority of the shares of common stock can elect all of the members of the board of directors standing
for election, subject to the rights, powers and preferences of any outstanding series of preferred stock.
No share of common stock
affords any preemptive rights or is convertible, redeemable, assessable or entitled to the benefits of any sinking or repurchase
fund. Holders of common stock will be entitled to dividends in the amounts and at the times declared by our board of directors
in its discretion out of funds legally available for the payment of dividends.
Holders of common stock
will share equally in our assets on liquidation after payment or provision for all liabilities and any preferential liquidation
rights of any preferred stock then outstanding. All outstanding shares of common stock are fully paid and non-assessable.
Our board of directors
may authorize the issuance of preferred stock with voting, conversion, dividend, liquidation and other rights that may adversely
affect the rights of the holder of our common stock.
Preferred Stock
Our certificate of incorporation
provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors has authority
to issue up to 5,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions,
including voting rights, of those shares without any further vote or action by our stockholders. The rights of holders of our common
stock may be subject to, and adversely affected by, the rights of the holders of any preferred stock that may be issued in the
future. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change of control and may adversely
affect the voting and other rights of holders of our common stock.
Warrants
We may issue warrants to
purchase shares of common stock or preferred stock. Warrants may be issued independently or together with any shares of common
stock or preferred stock and may be attached to or separate from such shares of common stock or preferred stock.
Each
series of warrants may be issued under a separate warrant agreement to be entered into between us and a warrant agent.
The
applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being
delivered:
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the
title of the warrants;
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the
price or prices at which the warrants will be issued;
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the
periods during which the warrants are exercisable;
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the
number of shares of common stock or preferred stock for which each warrant is exercisable;
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the
exercise price for the warrants, including any changes to or adjustments in the exercise price;
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if
applicable, the date on and after which the warrants and the related common stock or preferred stock will be separately transferable;
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any
listing of the warrants on a securities exchange or automated quotation system;
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if
applicable, a discussion of material United States federal income tax consequences and other special considerations with respect
to any warrants; and
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any
other terms of the warrants, including terms, procedures and limitations relating to the transferability, exchange and exercise
of such warrants.
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Transfer Agent
The transfer agent for
our common stock is Computershare Trust Company, N.A.
Anti-Takeover Effects of Our Certificate
of Incorporation, Bylaws and Delaware Law
General
Our certificate of incorporation
and bylaws contain provisions that are designed in part to make it more difficult and time-consuming for a person to obtain control
of our company. The provisions of our certificate of incorporation and bylaws reduce the vulnerability of our company to an unsolicited
takeover proposal. These provisions may also have an adverse effect on the ability of stockholders to influence the governance
of our company and may result in entrenchment of management. This may adversely affect the liquidity and price of our common stock
in certain situations. We have summarized the material terms of our certificate of incorporation and bylaws below. You may read
our certificate of incorporation and bylaws in their entirety for the full terms of the rights of holders of our common stock.
Delaware Business Combination Statute
Section 203 of the Delaware
General Corporation Law provides that, subject to specified exceptions, an “interested stockholder” of a Delaware corporation
may not engage in any “business combination,” including general mergers or consolidations or acquisitions of additional
shares of the corporation, with the corporation for a three-year period following the time that such stockholder becomes an interested
stockholder unless:
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before such time, the board of directors
of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested
stockholder;
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upon consummation of the transaction which
resulted in the stockholder becoming an “interested stockholder,” the interested stockholder owned at least 85% of
the voting stock of the corporation outstanding at the time the transaction commenced, excluding specified shares; or
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on or after such time, the business combination
is approved by the board of directors of the corporation and authorized not by written consent, but at an annual or special meeting
of stockholders, by the affirmative vote of at least 66 2/3% of the outstanding voting stock not owned by the interested stockholder.
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Under Section 203, the
restrictions described above also do not apply to specified business combinations proposed by an interested stockholder following
the announcement or notification of a transaction specified in Section 203 and involving the corporation and a person who:
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had not been an interested stockholder
during the previous three years; or
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became an interested stockholder with
the approval of a majority of the corporation’s directors;
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if such transaction is approved or not
opposed by a majority of the directors who were directors prior to any person becoming an interested stockholder during the previous
three years or were recommended for election or elected to succeed such directors by a majority of such directors.
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Except as otherwise specified
in Section 203, an “interested stockholder” is defined to include:
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any person that is the owner of 15% or
more of the outstanding voting stock of the corporation, or is an affiliate or associate of the corporation and was the owner of
15% or more of the outstanding voting stock of the corporation at any time within three years immediately before the date of determination;
and
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the affiliates and associates of any such
person.
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Under some circumstances,
Section 203 makes it more difficult for an interested stockholder to effect various business combinations with a corporation for
a three-year period.
Advance Notice Requirements for Director
Nominations and Other Stockholder Proposals
In order to nominate a
director at an annual meeting, our bylaws require that a stockholder follow certain procedures. In order to recommend a nominee
for director, a stockholder must be a stockholder of record at the time the stockholder gives notice of its recommendation and
the stockholder must be entitled to vote for the election of directors at the meeting at which such nominee will be considered.
Stockholder recommendations must be made pursuant to written notice delivered to our principal executive offices no less than 50
days nor more than 75 days prior to the date of the annual or special meeting at which directors are to be elected; provided, that
if less than 65 days’ notice or prior public disclosure of the date of the meeting is given or made to the stockholders,
notice by the stockholder must be received at our principal executive offices not later than the close of business on the 15th
day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made.
The stockholder notice
must set forth the following:
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As to each person the stockholder proposes to nominate for election as a director, all information
relating to such person that would be required to be disclosed in solicitations of proxies for the election of such nominees as
directors pursuant to rules promulgated under the Exchange Act;
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The written consent to serve as a director if elected by each person nominated;
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Name and address of the stockholder as they appear on our books; and
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The class and number of shares of our common stock beneficially owned by such stockholder.
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In addition to complying
with the foregoing procedures, any stockholder nominating a director must also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder.
Additionally, with respect
to other stockholder proposals, notice of the proposal must be received no less than 50 nor more than 75 days prior to the annual
meeting at which such proposal is to be considered; provided, that if less than 65 days’ notice or prior public disclosure
of the date of the meeting is given or made to the stockholders, notice by the stockholder must be received at our principal executive
offices not later than the close of business on the 15th day following the day on which such notice of the date of the annual meeting
was mailed or such public disclosure was made.
Authorized But Unissued Shares
Our authorized but unissued
shares of common stock and preferred stock are available for future issuances without stockholder approval and could be utilized
for a variety of corporate purposes, including future offerings to raise additional capital, corporate acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
DESCRIPTION OF RIGHTS
We may issue rights to
purchase shares of preferred stock or common stock that are being registered hereunder. These rights may be issued independently
or together with any other security offered hereby and may or may not be transferable by the stockholder receiving the rights in
such offering. In connection with any offering of such rights, we may enter into a standby arrangement with one or more underwriters
or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining
unsubscribed for after such offering.
Each series of rights will
be issued under a separate rights agreement which we will enter into with a bank or trust company, as rights agent, all as set
forth in the applicable prospectus supplement. The rights agent will act solely as our agent in connection with the certificates
relating to the rights and will not assume any obligation or relationship of agency or trust with any holders of rights certificates
or beneficial owners of rights. We will file the rights agreement and the rights certificates relating to each series of rights
with the Securities and Exchange Commission, and incorporate them by reference as an exhibit to the registration statement of which
this prospectus is a part on or before the time we issue a series of rights.
The applicable prospectus
supplement will describe the specific terms of any offering of rights for which this prospectus is being delivered, including the
following:
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the date of determining the stockholders entitled to the rights distribution;
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the number of rights issued or to be issued to each stockholder;
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the exercise price payable for each share of preferred stock, common stock or other securities
upon the exercise of the rights;
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the number and terms of the shares of preferred stock, common stock or other securities which may
be purchased per each right;
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the extent to which the rights are transferable;
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the date on which the holder’s ability to exercise the rights shall commence, and the date
on which the rights shall expire;
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the extent to which the rights may include an over-subscription privilege with respect to unsubscribed
securities;
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if applicable, the material terms of any standby underwriting or purchase arrangement entered into
by us in connection with the offering of such rights; and
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any other terms of the rights, including the terms, procedures, conditions and limitations relating
to the exchange and exercise of the rights.
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The description in the
applicable prospectus supplement of any rights that we may offer will not necessarily be complete and will be qualified in its
entirety by reference to the applicable rights certificate, which will be filed with the Securities and Exchange Commission.
DESCRIPTION OF UNITS
As specified in the applicable
prospectus supplement, we may issue units consisting of one or more shares of common stock, shares of preferred stock, or warrants
or any combination of such securities.
The applicable prospectus
supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
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the terms of the units and of the common stock, preferred stock, and warrants comprising the units,
including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units;
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a description of the provisions for the payment, settlement, transfer or exchange of the units;
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any material United States federal income tax consequences; and
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how, for United States federal income tax purposes, the purchase price paid for the units is to
be allocated among the component securities.
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PLAN OF DISTRIBUTION
We are registering securities
which may be sold from time to time after the date of this prospectus. We may sell the securities through underwriters or dealers,
through agents, or directly to one or more purchasers. The securities may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.
One or more prospectus supplements will describe the terms of the offering of the securities, including:
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the
name or names of any agents or underwriters;
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the
purchase price of the securities and the proceeds we will receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
securities exchange or market on which the common stock or other securities may be listed.
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Only underwriters named
in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used
in the sale, they will acquire the securities for their own account and may resell the securities from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable
underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters
or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities
offered by the prospectus supplement if they are to purchase any of such offered shares. Any public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have
a material relationship. We will describe in the prospectus supplement naming the underwriter, the nature of any such relationship.
We may sell the securities
directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of the securities
and we will describe any commissions we will pay the agent in the prospectus supplement.
We may authorize agents
or underwriters to solicit offers by certain types of institutional investors to purchase the securities from us at the public
offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We may provide agents and
underwriters with indemnification against certain civil liabilities, including liabilities under the Securities Act, or contribution
with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters may
engage in transactions with, or perform services for, us in the ordinary course of business.
Any underwriter may engage
in overallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under
the Securities Exchange Act of 1934. Overallotment involves sales in excess of the offering size, which create a short position.
Stabilizing transactions permit bids to purchase the underlying securities so long as the stabilizing bids do not exceed a specified
maximum price. Short covering transactions involve exercise by underwriters of an over-allotment option or purchases of the securities
in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim
a selling concession from a dealer when the securities
originally sold
by the dealer are purchased in a short covering transaction. Those activities may cause the price of the securities to be higher
than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Our common stock is quoted
on the Nasdaq Capital Market. One or more underwriters may make a market in our common stock or other securities, but the underwriters
will not be obligated to do so and may discontinue market making at any time without notice. We cannot give any assurance as to
liquidity of the trading market for our common stock or other securities.
Any underwriters who are
qualified market makers on the Nasdaq Capital Market may engage in passive market making transactions in the securities on the
Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Securities Exchange Act of 1934, during the
business day prior to the pricing of the offering, before the commencement of offers or sales of the securities. Passive market
makers must comply with applicable volume and price limitations and must be identified as passive market makers. In general, a
passive market maker must display its bid at a price not in excess of the highest
independent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the
passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, the validity of the securities being offered by this prospectus will be passed upon for
us by Morgan, Lewis & Bockius LLP, and for any underwriters or agents by counsel named in the applicable prospectus supplement.
EXPERTS
The financial statements
and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s
Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form
10-K for the year ended December 31, 2015, as amended, have been so incorporated in reliance on the report (which contains an explanatory
paragraph relating to the Company’s ability to continue as a going concern as described in Note 1 to the financial statements)
of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting.
WHERE YOU CAN FIND MORE
INFORMATION
We are required to file
annual, quarterly and current reports, and other information with the SEC. You may read and copy any document which we have
filed at the SEC’s public reference room at:
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Please call the SEC at
1-800-SEC-0330 for more information on the operation of the public reference room. Copies of our SEC filings are also available
to the public from the SEC’s web site at www.sec.gov.
Documents filed by us pursuant
to the Securities Exchange Act may be reviewed and/or obtained through the SEC’s Electronic Data Gathering Analysis and Retrieval
System, which is publicly available through the SEC’s web site (www.sec.gov).
We will provide to each
person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that
have been incorporated by reference in the prospectus contained in the registration statement of which this prospectus is a part
but not delivered with this prospectus. We will provide those reports and documents upon written or oral request and at no
cost to the requester. Requests for reports or documents should be submitted to the company at the following address or telephone
number:
Repros Therapeutics Inc.
2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380
(281) 719-3400
Each of the reports and
documents may also be accessed through our website which is located at www.reprosrx.com.
This prospectus is part
of a registration statement that we have filed with the SEC relating to the securities offered hereby. As permitted by SEC
rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying
exhibits and schedules we file with the SEC. You may refer to the registration statement, exhibits and schedules for more
information about us and such securities. The registration statement, exhibits and schedules are available at the SEC’s
public reference room or through its Internet website.
INCORPORATION OF INFORMATION
BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this Prospectus, which means that we can disclose important information to you by referring
you to another document or report filed separately with the SEC. The information incorporated by reference is deemed to be
a part of this prospectus, except to the extent any information is superseded by this prospectus. The following documents
which have been filed by us with the SEC and contain important information about us are incorporated into this prospectus:
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Repros’
Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 14, 2016, as amended by Amendment
No. 1 thereto filed with the SEC on April 29, 2016;
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Repros’
Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 10, 2016;
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Repros’
Current Reports on Form 8-K filed with the SEC on January 4, 2016, January 6, 2016 and May 16, 2016;
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Repros’
Definitive Proxy Statement for its 2016 annual meeting of stockholders, filed with the SEC on May 24, 2016; and
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The
description of Repros’ common stock contained in Repros’ Registration Statement on Form 8-A filed on September
3, 1999, as amended by amendments to such registration statement on Form 8-A/A filed on September 11, 2002, October 31, 2002,
June 30, 2005, January 10, 2008, October 10, 2008 and September 9, 2010.
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Notwithstanding the foregoing,
information that we elect to furnish, but not file, or have furnished, but not filed, with the SEC in accordance with SEC rules and
regulations is not incorporated into the registration statement or this prospectus and does not constitute a part hereof.
All documents filed by
Repros pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished to the SEC)
subsequent to the date of this filing and prior to the termination of this offering shall be deemed to be incorporated in this
Prospectus and to be a part hereof from the date of the filing of such document. Any statement contained in a document incorporated
or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed
to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded
will not be deemed, except as so modified or superseded, to constitute a part of this prospectus
.
Repros
Therapeutics Inc.
Shares
of Common Stock
Series A Warrants to Purchase Shares of Common Stock
Series B Warrants to Purchase Shares of Common Stock
Pre-Funded Series C Warrants to Purchase up to Shares
of Common Stock
Shares
of Common Stock underlying the Pre-Funded Series C Warrants
________________________________
PROSPECTUS SUPPLEMENT
May , 2017
________________________________
Laidlaw
& Company (UK) Ltd.
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