Washington, D.C.  20549
Current Report Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): January 13, 2012
Repros Therapeutics Inc.
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
2408 Timberloch Place, Suite B-7
The Woodlands, Texas  77380
(Address of principal
executive offices
and zip code)
(281) 719-3400
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

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

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

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

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 8.01    Other Events.

On January 13, 2012, Repros Therapeutics Inc. (the “Company”) filed an application with the Securities and Exchange Commission (the “Commission”) requesting the withdrawal of the Company’s Registration Statement on Form S-1 (File No. 333-178613), which was filed with the Commission on December 19, 2011 (the “Registration Statement”).  The Company has requested withdrawal of the Registration Statement because it believes that current market conditions make proceeding with this offering unattractive at this time.  This application will be deemed to be approved, unless the Commission otherwise notifies the Company within 15 days of filing such application.


Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  Repros Therapeutics Inc.  
Date:  January 13, 2012      
/s/ Joseph S. Podolski  
    Joseph S. Podolski  
    President and Chief Executive Office