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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2006
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from                    to
 Commission File No. 001-15281
 
 Repros Therapeutics Inc.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    76-0233274(IRS Employer
Identification No.)2408 Timberloch Place, Suite B-7The Woodlands, Texas(Address of principal executive offices)
    
    77380(Zip Code)
 (281) 719-3400
 (Registrants telephone number, including area code)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Name of EachTitle of Each Class
    
    Exchange on Which RegisteredCommon Stock, $.001 par value 
Rights to purchase Series One Junior 
Participating Preferred Stock
    
    The NASDAQ Stock Market LLC
The NASDAQ Stock Market LLC
 o þ
  o þ
 þ o
 þ
  o þ o
 o þ
   Documents incorporated by reference




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##### 



REPROS THERAPEUTICS INC
2006 FORM 10-K ANNUAL REPORT
 TABLE OF CONTENTS
 PagePART I
    
    
    
    
    2Item 1.
    
    Business
    
    
    2Item 1A.
    
    Risk Factors
    
    
    12Item 1B.
    
    Unresolved Staff Comments
    
    
    24Item 2.
    
    Properties
    
    
    24Item 3.
    
    Legal Proceedings
    
    
    24Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    24PART II
    
    
    
    
    25Item 5.
    
    Market for the
Registrants Common Equity, Related Stockholder Matters & Issuer Purchases of Equity Securities
    
    
    25Item 6.
    
    Selected Consolidated Financial Data
    
    
    27Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    28Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    33Item 8.
    
    Financial Statements and Supplementary Data
    
    
    33Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    33Item 9A.
    
    Controls and Procedures
    
    
    33Item 9B.
    
    Other Information
    
    
    34PART III
    
    
    
    
    35Item 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    35Item 11.
    
    Executive Compensation
    
    
    35Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    35Item 13.
    
    Certain Relationship and Related Transactions, and Director Independence
    
    
    35Item 14.
    
    Principal Accountant Fees and Services
    
    
    35PART IV
    
    
    
    
    36Item 15.
    
    Exhibits and Financial Statement Schedules
    
    
    36Consent of PricewaterhouseCoopers LLPCertification of CEO Pursuant to Rule 13a-14(a)Certification of CFO Pursuant to Rule 13a-14(a)Certification of CEO Pursuant to Section 1350Certification of CFO Pursuant to Section 1350




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PART I
 
 ITEM 1. BUSINESS
 Overview
  ®
     Estimate ofCurrent Phase of
    
    Completion ofProduct Candidate
    
    Indication
    
    Development
    
    Current Phase(1)Proellex
    
     Uterine fibroids
    
     Phase 2 (U.S.)
    
    Full U.S. Phase 2 data (mid-2007)
One year interim extension data (4Q2007)
Initiate Pivotal trials (YE2007) Endometriosis
    
     Phase 1/2 (Europe)
    
    Full Phase 1/2 data (3Q2007)Initiate U.S. Phase 2 (mid-2007)Androxal
    
     Male Secondary Hypogonadism
    
    Non-pivotal Phase 3 (U.S.)
    
    Full non-pivotal Phase 3 data
(3Q2007)Initiate first pivotal Phase 3
(YE2007)
 
 (1)
    
    The information in the column labeled Estimate of Completion of Current Phase contains
forward-looking statements regarding timing of completion of product development phases. The
successful development of our product candidates is highly uncertain. Estimated completion
dates and R&D expenses can vary -2-




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significantly for each product candidate and are difficult to
predict. The actual timing of completion of those phases could differ materially from the
estimates provided in the table. We currently have no collaborators on the development of any
of our product candidates. Business Strategy
  Proellex
 Market Overviews
       Uterine Fibroids
 Current Phase 2 Trial .
  -3-




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Pictorial Blood Loss Assessment Baseline versus Month 3
 
     Development Plan
  -4-




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Endometriosis
 Current Phase 1/2 Trial .
       Development Plan
  -5-




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Androxal
 Market Overview
 trans
     Current Non-Pivotal Phase 3 Trial
   -6-




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Development Plan
  Other Products
 ®
 Research and Development
  -7-




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Agreement with National Institutes of Health
  Manufacturing
    Sales and Marketing
  -8-




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Patents and Proprietary Information
   trans
  Competition
   ®
 -9-




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®
 Governmental Regulation
        -10-




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Third-Party Reimbursement and Pricing Controls
    The Hatch-Waxman Act
   Litigation
  Exchange Listings
  Employees and Consultants
 Employees
  -11-




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Scientific Advisors and Consultants
   
 ITEM 1A. RISK FACTORS
 You should carefully consider the risks described below before making an investment decision. You
should also refer to the other information in this report, including our financial statements and
the related notes incorporated by reference. The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial also may impair
our business operations. If any of the following risks actually occur, our business, results of
operations and financial condition could suffer. In that event the trading price of our common
stock could decline, and you may lose all or part of your investment in our common stock. The risks
discussed below also include forward-looking statements and our actual results may differ
substantially from those discussed in these forward-looking statements.
 Risks Relating to Our Business
 Our product candidates are at an early clinical stage of development, and if we are not able
to successfully develop and commercialize them, we may not generate sufficient revenues to continue
our business operations.
   Because the data from our preclinical studies and early clinical trials for our product candidates
are not necessarily predictive of future results, we can provide no assurances that any of them
will have favorable results in clinical trials or receive regulatory approval.
  -12-




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If we fail to obtain the capital necessary to fund our operations, we will have to delay, reduce or
eliminate our research and development programs or commercialization efforts.
  
    
    delay, reduce the scope of or eliminate one or more of our development programs;
    
    relinquish, license or otherwise dispose of rights to technologies, product candidate
or products that we would otherwise seek to develop or commercialize ourselves at an
earlier stage or on terms that are less favorable than might otherwise be available; or
    
    liquidate and dissolve our company.
  
    
    the size, complexity, results and timing of our clinical programs;
    
    the cost to obtain sufficient supply of the compounds necessary for our product candidates at a reasonable cost;
    
    the time and cost involved in obtaining regulatory approvals;
    
    the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing patent claims; and
    
    competing technological and market developments.
  We have a history of operating losses, and we expect to incur increasing net losses and may not
achieve or maintain profitability for some time or at all.
  Raising additional funds by issuing securities or through collaboration and licensing arrangements
may cause dilution to existing stockholders, restrict our operations or require us to relinquish
proprietary rights.
  -13-




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Our stock price could decline significantly based on the results and timing of clinical trials of,
and decisions affecting, our product candidates.
    Delays in the commencement of preclinical studies and clinical trials testing of our current and
potential product candidates could result in increased costs to us and delay our ability to
generate revenues.
   
    
    demonstrating sufficient safety and efficacy in past clinical trials to obtain
regulatory approval to commence a further clinical trial;
    
    reaching agreements on acceptable terms with prospective contract manufacturers for
manufacturing sufficient quantities of a product candidate; and
    
    obtaining institutional review board approval to conduct a clinical trial at a
prospective site.
  Delays in the completion of, or the termination of, clinical testing of our current and potential
product candidates could result in increased costs to us, and could delay or prevent us from
generating revenues.
 -14-




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
    
    lack of effectiveness of any product candidate during clinical trials;
    
    side effects experienced by trial participants or other safety issues;
    
    slower than expected rates of patient recruitment and enrollment or lower than expected patient retention rates;
    
    delays or inability to manufacture or obtain sufficient quantities of materials for use in clinical trials;
    
    Inadequacy of or changes in our manufacturing process or compound formulation;
    
    delays in obtaining regulatory approvals to commence a trial, or clinical holds or
delays requiring suspension or termination of a trial by a regulatory agency, such as
the FDA, after a trial is commenced;
    
    changes in applicable regulatory policies and regulations;
    
    delays in identifying and reaching agreement on acceptable terms with prospective clinical trial sites;
    
    uncertainty regarding proper dosing;
    
    unfavorable results from on-going clinical trials and preclinical studies;
    
    failure of our clinical research organizations to comply with all regulatory and
contractual requirements or otherwise fail to perform their services in a timely or
acceptable manner;
    
    scheduling conflicts with participating clinicians and clinical institutions;
    
    failure to construct appropriate clinical trial protocols;
    
    insufficient data to support regulatory approval;
    
    inability or unwillingness of medical investigators to follow our clinical protocols;
    
    difficulty in maintaining contact with subjects during or after treatment, which may result in incomplete data;
    
    ongoing discussions with the FDA or other regulatory authorities regarding the scope or design of our clinical trials;
    
    acceptability to the FDA of data obtained from clinical studies conducted in Europe
or other non-United States jurisdictions; and
    
    lack of adequate funding to continue clinical trials.
   Even if we successfully complete clinical trials for Proellex and Androxal, there are no assurances
that we will be able to submit, or obtain FDA approval of, a new drug application.
  -15-




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The results of preclinical studies and completed clinical trials are not necessarily predictive of
future results, and our current drug candidates may not have favorable results in later studies or
trials.
  If commercialized, our product candidates may not be approved for sufficient governmental or
third-party reimbursements, which would adversely affect our ability to market our product
candidates.
  If we successfully develop products but those products do not achieve and maintain market
acceptance, our business will not be profitable.
  
    
    relative convenience and ease of administration;
    
    the prevalence and severity of any adverse side effects;
    
    availability, effectiveness and cost of alternative treatments;
    
    pricing and cost effectiveness of our drugs;
    
    effectiveness of our or collaborators sales and marketing strategies; and
    
    our ability to obtain sufficient third-party insurance coverage or reimbursement.
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
    
    new products or technologies are introduced that are more favorably received
than our products, are more cost effective or render our products obsolete;
    
    unforeseen complications arise with respect to use of our products; or
    
    sufficient third-party insurance coverage or reimbursement does not remain available.
 We currently rely on third-party manufacturers and other third parties for production of our
product candidates, and our dependence on these manufacturers may impair the development of our
product candidates.
    Our product candidates have only been manufactured in small quantities to date, and we may face
delays or complications in manufacturing quantities of our product candidates in sufficient
quantities to meet the demands of late stage clinical trials and marketing.
  Our product candidates require precise, high-quality manufacturing which may not be available at
acceptable costs.
  -17-




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We may experience delays in the development of our product candidates if the third-party
manufacturers of our product candidates cannot meet FDA requirements relating to Good Manufacturing
Practices.
   We rely on third parties to conduct clinical trials for our product candidates, and their failure
to timely and properly perform their obligations may result in costs and delays that prevent us
from obtaining regulatory approval or successfully commercializing our product candidates.
  Our liability insurance may neither provide adequate coverage nor may it always be available on
favorable terms or at all.
  We face significant competition with many companies with substantially greater resources than we
have and other possible advantages.
  -18-




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
    
    develop or license products or other novel technologies that are more effective,
safer or less costly than the product candidates that we are developing;
    
    obtain regulatory approval for products before we do; or
    
    commit more resources than we can to developing, marketing and selling competing products.
   We are thinly staffed and highly dependent on a limited number of management persons and key
personnel, and if we lose these members of our team or are unable to attract and retain additional
qualified personnel, our future growth and ability to compete would suffer.
   Our plan to use collaborations to leverage our capabilities may not be successful.
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Healthcare reform measures could adversely affect our business.
  We may incur increased costs as a result of laws and regulations relating to corporate governance
matters.
  Risks Relating to Our Intellectual Property
 We licensed our rights to Proellex from NIH and our inability to fulfill our commitments and
obligations under such license may result in forfeiture of our rights.
   There is a third party individual patent holder that claims priority over our patent application
for Androxal.
  -20-




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We cannot assure that our manufacture, use or sale of our product candidates will not infringe on
the patent rights of others.
  A dispute regarding the infringement or misappropriation of our proprietary rights or the
proprietary rights of others could be costly and result in delays in our research and development
activities.
   
    
    require us, or potential collaborators, to obtain a license to continue to use,
manufacture or market the affected drugs, methods or processes, which may not be
available on commercially reasonable terms, if at all;
    
    prevent us from importing, making, using, selling or offering to sell the subject
matter claimed in patents held by others and subject to potential liability for damages;
or
    
    consume a substantial portion of our managerial, scientific and financial resources;
or be costly, regardless of the outcome.
  -21-




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We face substantial uncertainty in our ability to protect our patents and proprietary technology.
  
    
    Patent applications for and relating to our products, Proellex and Androxal, will result in issued patents;
    
    Patent protection will be secured for any particular technology;
    
    Any patents that have been or may be issued to us, such as our pending patent
applications relating to Proellex or Androxal, or any patents that have been or may be
issued to our licensor, such as the patent(s) and application(s) underlying our Proellex
compound, when issued, will be valid and enforceable;
    
    any patents will provide meaningful protection to us;
    
    others will not be able to design around the patents; or
    
    our patents will provide a competitive advantage or have commercial application.
  We cannot assure that our patents will not be challenged by others.
  Confidentiality agreements with employees and others may not adequately prevent disclosure of trade
secrets and other proprietary information, may not adequately protect our intellectual property,
and will not prevent third parties from independently discovering technology similar to or in
competition with our intellectual property.
  We cannot protect our intellectual property rights throughout the world.
  -22-




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Risks Relating to our Securities
 Our stock price will likely be volatile, and your investment in our stock could decline in value.
   
    
    the success or failure of, or other results or decisions affecting, our clinical trials;
    
    the timing of the discovery of drug leads and the development of our drug candidates;
    
    the entrance into a new collaboration or the modification or termination of an existing collaboration;
    
    changes in our research and development budget or the research and development
budgets of our existing or potential collaborators;
    
    the introduction of new drug discovery techniques or the introduction or withdrawal
of drugs by others that target the same diseases and conditions that we or our
collaborators target;
    
    regulatory actions; and
    
    expenses related to, and the results of, litigation and other proceedings relating to
intellectual property rights or other matters.
  Any future equity or debt issuances by us may have dilutive or adverse effects on our existing
stockholders.
   Our rights agreement and 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.
 -23-




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
    
    allow our board of directors to issue preferred stock without stockholder approval;
    
    limit who can call a special meeting of stockholders; and
    
    establish advance notice requirements for nomination for election to the board of
directors or for proposing matters to be acted upon at stockholder meetings.
 
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  -24-




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PART II
 
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
  Price RangeHigh
    
    Low2005First Quarter
    
    $
    4.75
    
    
    $
    2.90Second Quarter
    
    
    3.93
    
    
    
    2.79Third Quarter
    
    
    5.88
    
    
    
    3.66Fourth Quarter
    
    
    5.96
    
    
    
    4.432006First Quarter
    
    $
    10.35
    
    
    $
    4.50Second Quarter
    
    
    14.27
    
    
    
    7.95Third Quarter
    
    
    8.88
    
    
    
    7.26Fourth Quarter
    
    
    13.23
    
    
    
    5.502007First Quarter (January 3 through March 6)
    
    $
    14.67
    
    
    $
    9.33
   Dividends
  Rights Plan
   -25-




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Performance Graph
 
  -26-




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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA
  STATEMENTS OF OPERATIONS DATA:
 Year Ended December 31,2002
    
    
    2003
    
    
    2004
    
    
    2005
    
    
    2006(In thousands except per share amounts)Revenues and Other Income:Licensing fees
    
    $
    4,228
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Research and development grants
    
    
    315
    
    
    
    595
    
    
    
    118
    
    
    
    4
    
    
    
    Interest income
    
    
    711
    
    
    
    318
    
    
    
    104
    
    
    
    630
    
    
    
    596Gain on disposal of fixed assets
    
    
    
    
    
    
    102
    
    
    
    
    
    
    
    
    
    
    
    Other income
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    
    
    
    
    Total revenues
    
    
    5,254
    
    
    
    1,015
    
    
    
    257
    
    
    
    634
    
    
    
    596Expenses:Research and development
    
    
    6,420
    
    
    
    2,161
    
    
    
    2,471
    
    
    
    6,101
    
    
    
    11,912General and administrative
    
    
    2,716
    
    
    
    2,183
    
    
    
    1,483
    
    
    
    1,924
    
    
    
    2,879Total expenses
    
    
    9,136
    
    
    
    4,344
    
    
    
    3,954
    
    
    
    8,025
    
    
    
    14,791Net loss
    
    $
    (3,882
    )
    
    $
    (3,329
    )
    
    $
    (3,697
    )
    
    $
    (7,391
    )
    
    $
    (14,195
    )Net loss per share  basic and diluted (1)
    
    $
    (0.34
    )
    
    $
    (0.29
    )
    
    $
    (0.72
    )
    
    $
    (0.77
    )
    
    $
    (1.40
    )Shares used in loss per share calculation
    
    
    11,412
    
    
    
    11,487
    
    
    
    5,117
    
    
    
    9,647
    
    
    
    10,147BALANCE SHEET DATA:Cash, cash equivalents and marketable securities
    
    $
    25,138
    
    
    $
    22,946
    
    
    $
    5,536
    
    
    $
    16,832
    
    
    $
    6,736Total assets
    
    
    27,370
    
    
    
    24,028
    
    
    
    6,606
    
    
    
    17,682
    
    
    
    7,849Deficit accumulated during the development stage
    
    
    (79,728
    )
    
    
    (83,057
    )
    
    
    (86,754
    )
    
    
    (94,145
    )
    
    
    (108,340
    )Total stockholders equity
    
    
    26,851
    
    
    
    23,487
    
    
    
    5,992
    
    
    
    16,955
    
    
    
    3,790
 
 (1)
    
    See Note 2. Summary of Significant Accounting Policies of Notes to Consolidated Financial
Statements for a description of the computation of loss per share. -27-




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following managements discussion and analysis should be read in conjunction with our
historical consolidated financial statements and their notes included elsewhere in this Form 10-K .
This discussion contains forward-looking statements that reflect our current views with respect to
future events and financial performance. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors, such as those set
forth under Risk Factors and elsewhere in this Form 10-K .
 Overview
            -28-




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Critical Accounting Policies and the Use of Estimates
  Investments-Trading Securities
  -29-




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Capitalized Patent Costs
   R&D Expense
  Stock-Based Compensation
  Use of Estimates
  
    
    We have had losses since inception and, therefore, have not been subject to federal
income taxes. We have accumulated approximately $2.7 million of research and development
tax credits. As of December 31, 2006 and 2005, we had approximately $96.0 million and
$84.3 million, respectively, of net operating loss, or NOL, carry-forwards for federal
income tax purposes. Additionally, approximately $1.8 million of NOLs, and approximately
$72,000 of research and development tax credits, expired in 2006. Under SFAS No. 109,
Accounting for Income Taxes, an NOL requires the recognition of a deferred tax asset.
However, a valuation allowance must be recorded for deferred tax assets whose recovery
is deemed unlikely. As we have incurred losses since inception, and there is no
certainty of future revenues, our deferred tax assets have been reserved in full in the
accompanying consolidated financial statements.
    
    We review for the impairment of capitalized patent costs whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable.
An impairment loss exists when estimated undiscounted cash flows expected to result from
the patent are less than its carrying amount. The impairment loss recognized represents
the excess of the patent cost as compared to its estimated fair value. We have
determined that our capitalized patent costs are not impaired as of December 31, 2006.
    
    The amount of compensation cost recognized in each period is based on our estimate of
fair value of stock options granted on their grant date. Our estimate of fair value is
derived from the Black-Scholes option pricing model and that
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fair value is significantly
influenced by the assumptions we have made regarding volatility and expected term, which
are somewhat subjective. While we believe our assumptions are reasonable and based on
the best available information, changes in those assumptions could have a material
impact on our financial statements.
 RECENT ACCOUNTING PRONOUNCEMENTS
     Results of Operations
 Comparison of Years Ended December 31, 2006 and 2005
 Revenues
  Research and Development Expenses.
 General and Administrative Expenses
 -31-




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Comparison of Years Ended December 31, 2005 and 2004
 Revenues
   Research and Development Expenses.
 General and Administrative Expenses
 Off-Balance Sheet Arrangements
  Liquidity and Capital Resources
     Payments Due By PeriodContractual Obligations
    
    Total
    
    2007
    

20082009
    
    2010Operating Lease
Obligations
    
    $
    209,000
    
    
    $
    59,000
    
    
    $
    120,000
    
    
    $
    30,000
 -32-




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ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  
 ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A.
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   -33-




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Managements Report on Internal Control Over Financial Reporting
  Internal Control  Integrated Framework
   
 ITEM 9B.
    
    OTHER INFORMATION
  -34-




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13.
    
    CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  -35-




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Financial Statements
    
    PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    F-3Consolidated Statements of Operations for the Years Ended
December 31, 2006, 2005 and 2004 and (unaudited)
from Inception (August 20, 1987) through December 31, 2006
    
    F-4Consolidated Statement of Stockholders Equity (from inception)
    
    F-5Consolidated Statements of Cash Flows for the Years Ended
December 31, 2006, 2005 and 2004 and (unaudited) from Inception
(August 20, 1987) through December 31, 2006
    
    F-10Notes to Consolidated Financial Statements
    
    F-11
    Exhibit Number
    
    
    
    Identification Of Exhibit3.1(a)
    
    
    
    Restated Certificate of Incorporation. Exhibit
3.3 to the Companys Registration Statement on
Form SB-2 (No. 33-57728-FW), as amended
(Registration Statement), is incorporated
herein by reference.3.1(b)
    
    
    
    Certificate of Amendment to the Companys
Restated Certificate of Incorporation, dated
as of May 2, 2006. Exhibit 3.1 to the
Companys Current Report on Form 8-K as filed
with the Commission on May 2, 2006 is
incorporated herein by reference.3.1(c)
    
    
    
    Certificate of Designation of Series One
Junior Participating Preferred Stock dated
September 2, 1999. Exhibit A to Exhibit 4.1 to
the Companys Registration Statement on Form
8-A as filed with the Commission on September
3, 1999 (the Rights Plan Registration
Statement), is incorporated herein by
reference.3.2
    
    
    
    Restated Bylaws of the Company. Exhibit 3.4 to
the Registration Statement is incorporated
herein by reference.4.1
    
    
    
    Specimen Certificate of Common Stock, $.001
par value, of the Company. Exhibit 4.1 to the
Registration Statement is incorporated herein
by reference.4.2
    
    
    
    Rights Agreement dated September 1, 1999
between the Company and Computershare Investor
Services LLC (as successor in interest to
Harris Trust & Savings Bank), as Rights Agent.
Exhibit 4.1 to the Rights Plan Registration
Statement is incorporated herein by reference.4.3
    
    
    
    First Amendment to Rights Agreement, dated as
of September 6, 2002, between the Company,
Harris Trust & Savings Bank and Computershare
Investor Services LLC. Exhibit 4.3 to
Amendment No. 1 to the Rights Plan
Registration Statement on Form 8-A/A as filed
with the Commission on September 11, 2002 is
incorporated herein by reference.4.4
    
    
    
    Second Amendment to Rights Agreement, dated as
of October 30, 2002, between the Company and
Computershare Investor Services LLC. Exhibit
4.4 to Amendment No. 2 to the Rights Plan
Registration Statement on Form 8-A/A as filed
with the Commission on October 31, 2002 is
incorporated herein by reference.4.5
    
    
    
    Third Amendment to Rights Agreement, dated as
of June 30, 2005, between the Company and
Computershare Trust Company, Inc. (as
successor in interest to Computershare
Investor Services, LLC). Exhibit 4.4 to the
Companys Current Report on Form 8-K as filed
with the Commission on June 30, 2005 is
incorporated herein by reference.
 -36-




---



##### Table of Contents



Exhibit Number
    
    
    
    Identification Of Exhibit4.6
    
    
    
    Form of Rights Certificate. Exhibit B to
Exhibit 4.1 to the Rights Plan Registration
Statement is incorporated herein by reference.10.1+
    
    
    
    Amended and Restated 1993 Employee and
Consultant Stock Option Plan. Exhibit 10.3 to
the Registration Statement is incorporated
herein by reference.10.2+
    
    
    
    First Amendment to the Zonagen, Inc. Amended
and Restated 1993 Stock Option Plan. Exhibit
10.22 to the Companys Annual Report on Form
10-K for the year ended December 31, 1999 (the
1999 Form 10-K) is incorporated herein by
reference.10.3+
    
    
    
    1994 Employee and Consultant Stock Option
Plan. Exhibit 4.2 to the Companys
Registration Statement on Form S-8 (File No.
033-83406) as filed with the Commission on
August 29, 1994 is incorporated herein by
reference.10.4+
    
    
    
    2000 Non-Employee Directors Stock Option
Plan. Appendix B to the Companys Definitive
Proxy Statement filed on April 26, 2000 is
incorporated herein by reference.10.5+
    
    
    
    First Amendment to the Zonagen, Inc. 2000
Non-Employee Directors Stock Option Plan.
Exhibit 10.21 to the 2000 Form 10-K is
incorporated herein by reference.10.6+
    
    
    
    Second Amendment to 2000 Non-Employee
Directors Stock Option Plan. Exhibit 10.6 to
the Companys Annual Report on Form 10-K for
the year ended December 31, 2002 (the 2002
Form 10-K) is incorporated herein by
reference.10.7+
    
    
    
    Zonagen, Inc. 2004 Stock Option Plan. Exhibit
10.17 to the Companys Registration Statement
on Form S-1 (No. 333-119861), as amended, is
incorporated herein by reference.10.8+
    
    
    
    Employment Agreement between the Company and
Joseph S. Podolski. Exhibit 10.5 to the
Registration Statement is incorporated herein
by reference.10.9+
    
    
    
    First Amendment to Employment Agreement
between the Company and Joseph S. Podolski.
Exhibit 10.1 to the Companys Quarterly Report
on Form 10-Q for the fiscal quarter ended
March 31, 2001 is incorporated herein by
reference.10.10+
    
    
    
    Second Amendment to Employment Agreement
between the Company and Joseph S. Podolski.
Exhibit 10.17 to the 2002 Form 10-K is
incorporated herein by reference.10.11+
    
    
    
    Amended and Restated Employment Agreement
between the Company and Louis Ploth, Jr. dated
December 23, 2005. Exhibit 10.1 to the
Companys Current Report on Form 8-K filed
with the Commission on December 23, 2005 is
incorporated herein by reference.10.12+
    
    
    
    Employment Agreement between the Company and
Andre van As dated March 7, 2007. Exhibit
10.1 to the Companys Current Report on Form
8-K as filed with the Commission on March 8,
2007 is incorporated herein by reference.10.13
    
    
    
    Lease Agreement dated May 11, 2004 between the
Company and Sealy Woodlands, L.P. Exhibit
10.14 to the Companys Annual Report on Form
10-K for the year ended December 31, 2004 is
incorporated herein by reference.10.14
    
    
    
    Amendment to Lease Agreement between the
Company and Sealy Woodlands, L.P., dated May
17, 2006. Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2006 is incorporated
herein by reference.10.15++
    
    
    
    Letter Agreement dated July 15, 2002 between
the Company, Schering Plough Ltd. and
Schering-Plough Corporation. Exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2002 is
incorporated herein by reference.10.16++
    
    
    
    PHS Patent License Agreement dated April 16,
1999 between the Company and certain agencies
of the United States Public Health Service
within the Department of Health and Human
Services, with amendments. Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2003 is
incorporated herein by reference.23.1*
    
    
    
    Consent of PricewaterhouseCoopers LLP
 -37-




---



##### Table of Contents



Exhibit Number
    
    
    
    Identification Of Exhibit31.1*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Chief Executive Officer)31.2*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Chief Financial Officer)32.1*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer)32.2*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer)
 
 *
    
    Filed herewith.+
    
    Management contract or compensatory plan.++
    
    Portions of this exhibit have been omitted based on a request for
confidential treatment pursuant to Rule 24b-2 of the Exchange Act.
Such omitted portions have been filed separately with the Commission. -38-




---



##### Table of Contents



SIGNATURES
  REPROS THERAPEUTICS INC.By:
    /s/ Joseph S. PodolskiJoseph S. PodolskiPresident and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Joseph S. Podolski
    
    President, Chief Executive Officer
    
    March 14, 2007Joseph S. Podolski
    
    and Director
(Principal Executive Officer)/s/ Louis Ploth, Jr.
    
    Chief Financial Officer, VP Business
    
    March 14, 2007Louis Ploth, Jr.
    
    Development, Director and Secretary
(Principal Financial Officer andPrincipal Accounting Officer)/s/ Daniel F. Cain
    
    Chairman of the Board
    
    March 14, 2007Daniel F. Cain/s/ Jean L. Fourcroy, M.D., Ph.D., M.P.H.
    
    Director
    
    March 14, 2007Jean L. Fourcroy, M.D., Ph.D., M.P.H./s/ Jeffrey R. Harder
    
    Director
    
    March 14, 2007Jeffrey R. Harder/s/ Nola Masterson
    
    Director
    
    March 14, 2007Nola Masterson./s/ David Poorvin, Ph.D.
    
    Director
    
    March 14, 2007David Poorvin, Ph. D.
 -39-




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
   Consolidated financial statements
   Internal control over financial reporting
 Internal Control  Integrated Framework Internal Control  Integrated Framework
 F-1




---



##### Table of Contents



F-2




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED BALANCE SHEETS
 December 31,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent AssetsCash and cash equivalents
    
    $
    1,136
    
    
    $
    2,165Marketable securities
    
    
    5,600
    
    
    
    14,667Prepaid expenses and other current assets
    
    
    225
    
    
    
    231Total current assets
    
    
    6,961
    
    
    
    17,063Fixed assets,net
    
    
    65
    
    
    
    19Other assets,net
    
    
    823
    
    
    
    600Total assets
    
    $
    7,849
    
    
    $
    17,682LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    1,973
    
    
    $
    338Accrued expenses
    
    
    2,086
    
    
    
    389Total current liabilities
    
    
    4,059
    
    
    
    727Commitments & ContingenciesStockholders EquityUndesignated Preferred Stock, $.001 par value, 5,000,000
shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common Stock, $.001 par value, 20,000,000 shares
authorized, 12,087,997 and 12,016,636 shares issued,
respectively; 10,150,962 and 10,079,601 shares
outstanding, respectively
    
    
    12
    
    
    
    12Additional paid-in capital
    
    
    118,066
    
    
    
    117,166Deferred compensation
    
    
    
    
    
    
    (130
    )Cost of treasury stock, 1,937,035 and 1,937,035 shares, respectively
    
    
    (5,948
    )
    
    
    (5,948
    )Deficit accumulated during the development stage
    
    
    (108,340
    )
    
    
    (94,145
    )Total stockholders equity
    
    
    3,790
    
    
    
    16,955Total liabilities and stockholders equity
    
    $
    7,849
    
    
    $
    17,682
  F-3




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##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF OPERATIONS
 From Inception(August 20, 1987)throughFor the Year Ended December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004
    
    
    2006(unaudited)Revenues and other incomeLicensing fees
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    28,755Product royalties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    627Research and development grants
    
    
    
    
    
    
    4
    
    
    
    118
    
    
    
    1,219Interest income
    
    
    596
    
    
    
    630
    
    
    
    104
    
    
    
    14,352Gain on disposal of fixed assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102Other income
    
    
    
    
    
    
    
    
    
    
    35
    
    
    
    35Total revenues and other income
    
    
    596
    
    
    
    634
    
    
    
    257
    
    
    
    45,090ExpensesResearch and development
    
    
    11,912
    
    
    
    6,101
    
    
    
    2,471
    
    
    
    112,273General and administrative
    
    
    2,879
    
    
    
    1,924
    
    
    
    1,483
    
    
    
    31,426Interest expense and amortization
of intangibles
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    388Total expenses
    
    
    14,791
    
    
    
    8,025
    
    
    
    3,954
    
    
    
    144,087Loss from continuing operations
    
    
    (14,195
    )
    
    
    (7,391
    )
    
    
    (3,697
    )
    
    
    (98,997
    )Loss from discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,828
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    939Net loss before cumulative effect of
change in accounting principle
    
    
    (14,195
    )
    
    
    (7,391
    )
    
    
    (3,697
    )
    
    
    (99,886
    )Cumulative effect of change in accounting
principle
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,454
    )Net loss
    
    $
    (14,195
    )
    
    $
    (7,391
    )
    
    $
    (3,697
    )
    
    $
    (108,340
    )Loss per share  basic and diluted
    
    $
    (1.40
    )
    
    $
    (0.77
    )
    
    $
    (0.72
    )Shares used in loss per share calculation:Basic
    
    
    10,147
    
    
    
    9,647
    
    
    
    5,117Diluted
    
    
    10,147
    
    
    
    9,647
    
    
    
    5,117
  F-4




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##### Table of Contents



REPROS THERAPEUTICS INC.
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityExchange of common stock ($.004 per share) for
technology rights and services from founding
stockholders
    
    
    
    
    
    $
    
    
    
    
    245,367
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    1Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    (28
    )BALANCE AT DECEMBER 31, 1987 (unaudited)
    
    
    
    
    
    
    
    
    
    
    245,367
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28
    )
    
    
    (27
    )Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (327
    )
    
    
    (327
    )BALANCE AT DECEMBER 31, 1988 (unaudited)
    
    
    
    
    
    
    
    
    
    
    245,367
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (355
    )
    
    
    (354
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    65,431
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (967
    )
    
    
    (967
    )BALANCE AT DECEMBER 31, 1989 (unaudited)
    
    
    
    
    
    
    
    
    
    
    310,798
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,322
    )
    
    
    (1,318
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    467
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,426
    )
    
    
    (1,426
    )BALANCE AT DECEMBER 31, 1990 (unaudited)
    
    
    
    
    
    
    
    
    
    
    311,265
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,748
    )
    
    
    (2,744
    )Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,820
    )
    
    
    (1,820
    )BALANCE AT DECEMBER 31, 1991 (unaudited)
    
    
    
    
    
    
    
    
    
    
    311,265
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,568
    )
    
    
    (4,564
    )Conversion of 391,305 shares of Series C
preferred stock into common stock
    
    
    
    
    
    
    
    
    
    
    91,442
    
    
    
    
    
    
    
    360
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    360Purchase of retirement of common stock
    
    
    
    
    
    
    
    
    
    
    (23,555
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    
    
    
    
    16,946
    
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,583
    )
    
    
    (1,583
    )BALANCE AT DECEMBER 31, 1992 (unaudited)
    
    
    
    
    
    
    
    
    
    
    396,098
    
    
    
    1
    
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,151
    )
    
    
    (5,781
    )Issuance of common stock for cash, April 1, 1993,
and May 12, 1993 ($5.50 per share), net of offering
costs of $1,403
    
    
    
    
    
    
    
    
    
    
    1,534,996
    
    
    
    2
    
    
    
    7,037
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,039Issuance of common stock for cash and license
agreement, December 9, 1993 ($10.42 per share),
net of offering costs of $47
    
    
    
    
    
    
    
    
    
    
    239,933
    
    
    
    
    
    
    
    2,453
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,453Conversion of Series A preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    179,936
    
    
    
    
    
    
    
    600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600Conversion of Series B preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    96,013
    
    
    
    
    
    
    
    378
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    378Conversion of Series C preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    876,312
    
    
    
    1
    
    
    
    3,443
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,444Conversion of Series D preferred stock to common stock
    
    
    
    
    
    
    
    
    
    
    280,248
    
    
    
    
    
    
    
    599
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    600Conversion of bridge loan to common stock
    
    
    
    
    
    
    
    
    
    
    64,000
    
    
    
    
    
    
    
    256
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    256Net Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,532
    )
    
    
    (2,532
    )
  F-5




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##### Table of Contents



REPROS THERAPEUTICS INC.
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 1993 (unaudited)
    
    
    
    
    
    $
    
    
    
    
    3,667,536
    
    
    $
    4
    
    
    $
    15,136
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    (8,683
    )
    
    $
    6,457Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    188
    
    
    
    (188
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38Exercise of warrants to purchase common stock
for cash, June 30, 1994 ($3.94 per share)
    
    
    
    
    
    
    
    
    
    
    39,623
    
    
    
    
    
    
    
    156
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    156Issuance of common stock for purchase of FTI,
October 13, 1994
    
    
    
    
    
    
    
    
    
    
    111,111
    
    
    
    
    
    
    
    1,567
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,567Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,970
    )
    
    
    (3,970
    )BALANCE AT DECEMBER 31, 1994
    
    
    
    
    
    
    
    
    
    
    3,818,270
    
    
    
    4
    
    
    
    17,047
    
    
    
    (150
    )
    
    
    
    
    
    
    
    
    
    
    (12,653
    )
    
    
    4,248Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37Exercise of options to purchase common stock for cash,
January and April 1995 ($.10 to $6.13 per share)
    
    
    
    
    
    
    
    
    
    
    4,546
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Issuance of common stock for cash and a financing
charge, March 9, 1995
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    76Issuance of Series A preferred stock for cash,
October 4, 1995, and October 19, 1995 ($10.00 per
share), net of offering costs of $651
    
    
    598,850
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    5,336
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,337Conversion of warrants to purchase common
stock as a result of offering under antidilution clause,
October 19, 1995 ($3.63 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Conversion of Series A preferred stock into
common stock, November and December 1995
    
    
    (94,000
    )
    
    
    
    
    
    
    259,308
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,287
    )
    
    
    (4,287
    )BALANCE AT DECEMBER 31, 1995
    
    
    504,850
    
    
    
    1
    
    
    
    4,098,124
    
    
    
    4
    
    
    
    22,473
    
    
    
    (113
    )
    
    
    
    
    
    
    
    
    
    
    (16,940
    )
    
    
    5,425Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    86
    
    
    
    (86
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    54Exercise of warrants to purchase common stock for cash,
January through December 1996 ($3.63 per share)
    
    
    
    
    
    
    
    
    
    
    227,776
    
    
    
    
    
    
    
    827
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    827Conversion of Series A preferred stock into
common stock, January through November 1996
    
    
    (507,563
    )
    
    
    (1
    )
    
    
    1,396,826
    
    
    
    2
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of options for services, January 12, 1996
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99Exercise of options to purchase common stock for
cash, February through November 1996 ($.001 to
$5.50 per share)
    
    
    
    
    
    
    
    
    
    
    23,100
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75Issuance of common stock for agreement not to
compete, April 13, 1996
    
    
    
    
    
    
    
    
    
    
    19,512
    
    
    
    
    
    
    
    200
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200Exercise of warrants to purchase Series A preferred
stock under cashless exercise provision,
June 5, 1996
    
    
    2,713
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Series B preferred stock for cash,
September 30, 1996, and October 11, 1996 ($10.00
per share), net of offering costs of $2,557
    
    
    1,692,500
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    14,366
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,368Conversion of Series B preferred stock into common
stock, November through December 1996
    
    
    (177,594
    )
    
    
    
    
    
    
    268,058
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,470
    )
    
    
    (9,470
    )
  F-6




---



##### Table of Contents



REPROS THERAPEUTICS INC.
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 1996
    
    
    1,514,906
    
    
    $
    2
    
    
    
    6,033,396
    
    
    $
    6
    
    
    $
    38,125
    
    
    $
    (145
    )
    
    
    
    
    
    $
    
    
    
    $
    (26,410
    )
    
    $
    11,578Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,110
    
    
    
    (2,110
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    854
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    854Exercise of options to purchase common stock
for cash, January through December 1997 ($0.00 to
$22.25 per share)
    
    
    
    
    
    
    
    
    
    
    90,955
    
    
    
    
    
    
    
    522
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    522Exercise of warrants to purchase common stock
for cash, January through December 1997 ($3.63 and
$3.07 per share)
    
    
    
    
    
    
    
    
    
    
    22,368
    
    
    
    
    
    
    
    75
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75Issuance of common stock for a cashless exercise of
Series A preferred stock warrants, February through
September 1997
    
    
    
    
    
    
    
    
    
    
    81,294
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of Series A preferred stock warrants to
purchase common stock for cash, April 1997 ($11.00
per share)
    
    
    
    
    
    
    
    
    
    
    818
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Issuance of common stock for a cashless exercise of
Series B preferred stock warrants, April through
November 1997
    
    
    
    
    
    
    
    
    
    
    88,223
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of Series B preferred stock warrants to
purchase common stock for cash, April through July
1997 ($11.00 per share)
    
    
    
    
    
    
    
    
    
    
    17,169
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125Issuance of common stock as final purchase price
for acquisition of FTI, January 31, 1997 ($9.833 per
share)
    
    
    
    
    
    
    
    
    
    
    305,095
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1Issuance of common stock as final debt payment
on FTI acquisition, January 31, 1997 ($9.833 per
share)
    
    
    
    
    
    
    
    
    
    
    19,842
    
    
    
    
    
    
    
    94
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94Conversion of Series B preferred stock into common
stock, January through October 1997
    
    
    (1,514,906
    )
    
    
    (2
    )
    
    
    2,295,263
    
    
    
    2
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Issuance of common stock for cash, July 25, 1997
($30.00 per share), net of offering costs
of $5,439
    
    
    
    
    
    
    
    
    
    
    2,587,500
    
    
    
    3
    
    
    
    72,183
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,186Purchase of treasury stock, December 1997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,500
    
    
    
    (1,287
    )
    
    
    
    
    
    
    (1,287
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,174
    )
    
    
    (13,174
    )
  F-7




---



##### Table of Contents



REPROS THERAPEUTICS INC.
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 1997
    
    
    
    
    
    $
    
    
    
    
    11,541,923
    
    
    $
    12
    
    
    $
    113,236
    
    
    $
    (1,401
    )
    
    
    61,500
    
    
    $
    (1,287
    )
    
    $
    (39,584
    )
    
    $
    70,976Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    422
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    422Forfeiture of stock options, December 1998
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21
    )
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of options to purchase common stock
for cash, January through October 1998 ($0.43 to
$22.25 per share)
    
    
    
    
    
    
    
    
    
    
    63,022
    
    
    
    
    
    
    
    344
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    344Issuance of common stock for services, January
15, 1998
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    103
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    103Issuance of common stock for a cashless exercise of
Series B preferred stock warrants, May through
July 1998
    
    
    
    
    
    
    
    
    
    
    11,195
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Purchase of treasury stock, January through
September 1998 ($13.00 to $20.65 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    353,800
    
    
    
    (6,197
    )
    
    
    
    
    
    
    (6,197
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,316
    )
    
    
    (12,316
    )BALANCE AT DECEMBER 31, 1998
    
    
    
    
    
    
    
    
    
    
    11,621,140
    
    
    
    12
    
    
    
    113,717
    
    
    
    (958
    )
    
    
    415,300
    
    
    
    (7,484
    )
    
    
    (51,900
    )
    
    
    53,387Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (229
    )
    
    
    229
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    239Exercise of options to purchase common stock
for cash, February through September 1999 ($0.04 to
$8.375 per share)
    
    
    
    
    
    
    
    
    
    
    31,866
    
    
    
    
    
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72Issuance of common stock for a cashless exercise of
common stock warrants, February 1999
    
    
    
    
    
    
    
    
    
    
    4,775
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock for a cashless exercise of
Series A preferred stock warrants, April 1999
    
    
    
    
    
    
    
    
    
    
    22,131
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common stock for a cashless exercise of
Series B preferred stock warrants, March through
April 1999
    
    
    
    
    
    
    
    
    
    
    876
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercise of Series B preferred stock warrants to
purchase common stock for cash, January 1999
($11.00 per share)
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    
    
    
    
    4
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,952
    )
    
    
    (11,952
    )BALANCE AT DECEMBER 31, 1999
    
    
    
    
    
    
    
    
    
    
    11,681,324
    
    
    
    12
    
    
    
    113,564
    
    
    
    (490
    )
    
    
    415,300
    
    
    
    (7,484
    )
    
    
    (63,852
    )
    
    
    41,750Deferred compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    77
    
    
    
    (34
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    43Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283Exercise of options to purchase common stock
for cash, March through September 2000 ($0.43 to
$8.375 per share)
    
    
    
    
    
    
    
    
    
    
    49,416
    
    
    
    
    
    
    
    112
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112Issuance of common stock through employee stock
purchase plan for cash, December 2000
    
    
    
    
    
    
    
    
    
    
    9,379
    
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21Issuance of common stock to Board of Director members
for services, May through December 2000
    
    
    
    
    
    
    
    
    
    
    2,034
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,155
    )
    
    
    (11,155
    )
  F-8




---



##### Table of Contents



REPROS THERAPEUTICS INC.
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY
 DeficitAccumulatedAdditional
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    During the
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Deferred
    
    
    Treasury Stock
    
    
    Development
    
    
    StockholdersShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Compensation
    
    
    Shares
    
    
    Amount
    
    
    Stage
    
    
    EquityBALANCE AT DECEMBER 31, 2000
    
    
    
    
    
    $
    
    
    
    
    11,742,153
    
    
    $
    12
    
    
    $
    113,780
    
    
    $
    (241
    )
    
    
    415,300
    
    
    $
    (7,484
    )
    
    $
    (75,007
    )
    
    $
    31,060Compensation resulting from grant of options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36Compensation resulting from extension of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    230Exercise of options to purchase common stock
for cash, February through December 2001 ($0.64 to
$4.00 per share)
    
    
    
    
    
    
    
    
    
    
    12,242
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Issuance of common stock through employee stock
purchase plan for cash, June and December 2001
    
    
    
    
    
    
    
    
    
    
    8,431
    
    
    
    
    
    
    
    25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25Issuance of common stock to Board of Director members
for services, February through December 2001
    
    
    
    
    
    
    
    
    
    
    2,690
    
    
    
    
    
    
    
    9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (839
    )
    
    
    (839
    )BALANCE AT DECEMBER 31, 2001
    
    
    
    
    
    $
    
    
    
    
    11,765,516
    
    
    $
    12
    
    
    $
    113,898
    
    
    $
    (11
    )
    
    
    415,300
    
    
    $
    (7,484
    )
    
    $
    (75,846
    )
    
    $
    30,569Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11Exercise of options to purchase common stock
for cash, January and February 2002 ($0.64 to
$2.94 per share)
    
    
    
    
    
    
    
    
    
    
    31,265
    
    
    
    
    
    
    
    21
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21Issuance of common stock through employee stock
purchase plan for cash, June 2002
    
    
    
    
    
    
    
    
    
    
    4,824
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6Issuance of common stock to Employees
    
    
    
    
    
    
    
    
    
    
    105,000
    
    
    
    
    
    
    
    111
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111Issuance of common stock to Board of Director members
for services, March through December 2002
    
    
    
    
    
    
    
    
    
    
    11,572
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,882
    )
    
    
    (3,882
    )BALANCE AT DECEMBER 31, 2002
    
    
    
    
    
    $
    
    
    
    
    11,918,177
    
    
    $
    12
    
    
    $
    114,051
    
    
    $
    
    
    
    
    415,300
    
    
    $
    (7,484
    )
    
    $
    (79,728
    )
    
    $
    26,851Issuance of common stock to Board of Director members
for services, February through May 2003
    
    
    
    
    
    
    
    
    
    
    10,871
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Purchase of treasury stock April ($1.37 to $1.50 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,100
    
    
    
    (49
    )
    
    
    
    
    
    
    (49
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,329
    )
    
    
    (3,329
    )BALANCE AT DECEMBER 31, 2003
    
    
    
    
    
    $
    
    
    
    
    11,929,048
    
    
    $
    12
    
    
    $
    114,065
    
    
    $
    
    
    
    
    449,400
    
    
    $
    (7,533
    )
    
    $
    (83,057
    )
    
    $
    23,487Self Tender Offer of 6,547,635 shares at $2.10
including 60,888 exercised options
    
    
    
    
    
    
    
    
    
    
    60,888
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,547,635
    
    
    
    (13,665
    )
    
    
    
    
    
    
    (13,665
    )Costs associated with self tender offer
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (289
    )
    
    
    
    
    
    
    (289
    )Noncash stock compensation related to stock option bonus
program
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78Issuance of 354,474 stock options to employees on
March 29, 2004 and approved on September 29, 2004
(issue price of $2.72, fmv when approved $3.60)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    312
    
    
    
    (312
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,697
    )
    
    
    (3,697
    )BALANCE AT DECEMBER 31, 2004
    
    
    
    
    
    $
    
    
    
    
    11,989,936
    
    
    $
    12
    
    
    $
    114,455
    
    
    $
    (234
    )
    
    
    6,997,035
    
    
    $
    (21,487
    )
    
    $
    (86,754
    )
    
    $
    5,992Issuance of 5,060,000 shares of treasury stock at $4.00
per share February 1, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,641
    
    
    
    
    
    
    
    (5,060,000
    )
    
    
    15,539
    
    
    
    
    
    
    
    18,180Exercise of options to purchase common stock
for cash, January and February 2005 ($2.94 to
$3.47 per share)
    
    
    
    
    
    
    
    
    
    
    26,700
    
    
    
    
    
    
    
    85
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85Noncash stock compensation related to stock option bonus
program
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    104Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,391
    )
    
    
    (7,391
    )BALANCE AT DECEMBER 31, 2005
    
    
    
    
    
    $
    
    
    
    
    12,016,636
    
    
    $
    12
    
    
    $
    117,166
    
    
    $
    (130
    )
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (94,145
    )
    
    $
    16,955Exercise of options to purchase common stock
for cash, January and July 2006 ($1.70 to $7.50 per share)
    
    
    
    
    
    
    
    
    
    
    71,361
    
    
    
    
    
    
    
    241
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    241Reclassification of previous deferred compensation due to the
adoption of FAS 123(R)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (130
    )
    
    
    130
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    FAS 123(R) stock option compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    789
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    789Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14,195
    )
    
    
    (14,195
    )Balance at December 31, 2006
    
    
    
    
    
    $
    
    
    
    
    12,087,997
    
    
    $
    12
    
    
    $
    118,066
    
    
    $
    
    
    
    
    1,937,035
    
    
    $
    (5,948
    )
    
    $
    (108,340
    )
    
    $
    3,790
 
 F-9




---



##### Table of Contents



REPROS THERAPEUTICS INC. AND SUBSIDIARY
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 From Inception(August 20, 1987)throughFor the Year Ended December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004
    
    
    2006(unaudited)Cash Flows from Operating ActivitiesNet loss
    
    $
    (14,195
    )
    
    $
    (7,391
    )
    
    $
    (3,697
    )
    
    $
    (108,340
    )Gain on disposal of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (939
    )Gain on disposal of assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102
    )Adjustments to reconcile net loss to net cash
used in operating activities:Noncash financing costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    316Noncash inventory impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,417Noncash patent impairment
    
    
    
    
    
    
    
    
    
    
    308
    
    
    
    1,339Noncash decrease in accounts payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,308
    )Depreciation and amortization
    
    
    18
    
    
    
    7
    
    
    
    9
    
    
    
    3,798Noncash expenses related to stock-based
transactions
    
    
    789
    
    
    
    89
    
    
    
    156
    
    
    
    3,606Common stock issued for agreement not to
compete
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    200Series B Preferred Stock issued for consulting
services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18Sales and maturities of marketable securities
    
    
    33,157
    
    
    
    24,825
    
    
    
    9,850
    
    
    
    57,982Purchases of marketable securities
    
    
    (24,090
    )
    
    
    (34,692
    )
    
    
    (12,650
    )
    
    
    (35,047
    )Changes in operating assets and liabilities
(net effects of purchase of businesses in 1988 and 1994):Decrease (increase) in receivables
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (199
    )Decrease (increase) in inventory
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,447
    )Decrease (increase) in prepaid expenses and
other
current assets
    
    
    6
    
    
    
    (197
    )
    
    
    201
    
    
    
    74(Decrease) increase in accounts payable and
accrued expenses
    
    
    3,332
    
    
    
    114
    
    
    
    73
    
    
    
    5,255Net cash (used in) provided by operating activities
    
    
    (983
    )
    
    
    (17,245
    )
    
    
    (5,750
    )
    
    
    (73,377
    )Cash Flows from Investing ActivitiesMaturities (purchases) of marketable securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (28,723
    )Capital expenditures
    
    
    (64
    )
    
    
    (8
    )
    
    
    (21
    )
    
    
    (2,361
    )Purchase of technology rights and other assets
    
    
    (223
    )
    
    
    (183
    )
    
    
    (169
    )
    
    
    (2,844
    )Decrease (increase) in note receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from sale of PP&E
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    225Cash acquired in purchase of FTI
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Proceeds from sale of subsidiary, less
$12,345 for operating losses during
1990 phase-out period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    138Proceeds from sale of the assets of FTI
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,250Increase in net assets held for disposal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (213
    )Net cash provided by (used in) investing activities
    
    
    (287
    )
    
    
    (191
    )
    
    
    (190
    )
    
    
    (31,525
    )Cash Flows from Financing ActivitiesProceeds from issuance of common stock, net
of offering costs
    
    
    
    
    
    
    18,180
    
    
    
    
    
    
    
    102,404(Increase) decrease in prepaid offering costs
    
    
    
    
    
    
    600
    
    
    
    (316
    )
    
    
    Exercise of stock options
    
    
    241
    
    
    
    85
    
    
    
    
    
    
    
    326Proceeds from issuance of preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,688Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    (13,954
    )
    
    
    (21,487
    )Proceeds from issuance of notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,839Principal payments on notes payable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,732
    )Net cash provided by (used in) financing activities
    
    
    241
    
    
    
    18,865
    
    
    
    (14,270
    )
    
    
    106,038Net increase (decrease) in cash and cash equivalents
    
    
    (1,029
    )
    
    
    1,429
    
    
    
    (20,210
    )
    
    
    1,136Cash and cash equivalents at beginning of period
    
    
    2,165
    
    
    
    736
    
    
    
    20,946
    
    
    
    Cash and cash equivalents at end of period
    
    $
    1,136
    
    
    $
    2,165
    
    
    $
    736
    
    
    $
    1,136
  F-10




---



##### Table of Contents



®
         F-11




---



##### Table of Contents



F-12




---



##### Table of Contents



F-13




---



##### Table of Contents



December 31,2005
    
    
    2004Net loss, as reported
    
    $
    (7,391
    )
    
    $
    (3,697
    )Add: Stock-based employee
compensation expense included in
reported net income, net of
related tax effects
    
    
    89
    
    
    
    156Deduct: Total stock-based
employee compensation expense
determined under fair value based
method for all awards, net of
related tax effects
    
    
    (746
    )
    
    
    (457
    )Pro forma net loss
    
    $
    (8,048
    )
    
    $
    (3,998
    )Loss per shareBasic and diluted  as reported
    
    $
    (0.77
    )
    
    $
    (0.72
    )Basic and diluted  pro forma
    
    
    (0.83
    )
    
    
    (0.78
    )
   F-14




---



##### Table of Contents



December 31,2006
    
    
    2005Laboratory equipment
    
    $
    19
    
    
    $
    4Office equipment
    
    
    35
    
    
    
    18Leasehold improvements
    
    
    38
    
    
    
    7Total fixed assets
    
    
    92
    
    
    
    29Less  Accumulated depreciation and amortization
    
    
    27
    
    
    
    10Net Fixed Assets
    
    $
    65
    
    
    $
    19
  F-15




---



##### Table of Contents



2007
    
    $
    592008
    
    
    602009
    
    
    602010 and later
    
    
    30Total
    
    $
    209
   December 31,2006
    
    
    2005Research and development costs
    
    $
    1,686
    
    
    $
    7Payroll
    
    
    123
    
    
    
    159Legal
    
    
    
    
    
    
    45Patent costs
    
    
    127
    
    
    
    97Other
    
    
    150
    
    
    
    81Total
    
    $
    2,086
    
    
    $
    389
      F-16




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##### Table of Contents



December 31,2006
    
    
    2005Net operating loss carryforwards
    
    $
    32,650
    
    
    $
    28,672Research and development tax credits
    
    
    2,748
    
    
    
    2,819Accruals/expenses not currently deductible
    
    
    1,510
    
    
    
    1,510Total deferred tax assets
    
    
    36,908
    
    
    
    33,001Less  Valuation allowance
    
    
    (36,908
    )
    
    
    (33,001
    )Net deferred tax assets
    
    $
    
    
    
    $
    
        2006
    
    
    2005
    
    
    2004Net loss
    
    $
    (14,195
    )
    
    $
    (7,391
    )
    
    $
    (3,697
    )Weighted average common shares outstanding
    
    
    10,147
    
    
    
    9,647
    
    
    
    5,117Basic loss per share
    
    $
    (1.40
    )
    
    $
    (0.77
    )
    
    $
    (0.72
    )Weighted average common and dilutive potential common shares outstanding:Weighted average common shares outstanding
    
    
    10,147
    
    
    
    9,647
    
    
    
    5,117Assumed exercise of stock options
    
    
    
    
    
    
    
    
    
    
    10,147
    
    
    
    9,647
    
    
    
    5,117Diluted earnings per share
    
    $
    (1.40
    )
    
    $
    (0.77
    )
    
    $
    (0.72
    )
     F-17




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##### Table of Contents



F-18




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##### Table of Contents



RemainingWeightedWeighted
    
    
    AverageAverage
    
    
    Contractual
    
    
    AggregateStock
    
    
    Exercise
    
    
    Term
    
    
    Intrinsic ValueOptions
    
    
    Price
    
    
    (Years)
    
    
    (In Thousands)Outstanding at December 31, 2003
    
    
    1,225,470
    
    
    $
    5.98Granted
    
    
    816,464
    
    
    
    2.78Exercised
    
    
    (60,888
    )
    
    
    1.39Forfeited
    
    
    (194,200
    )
    
    
    5.24Outstanding at December 31, 2004
    
    
    1,786,846
    
    
    
    4.77Granted
    
    
    85,000
    
    
    
    3.81Exercised
    
    
    (26,700
    )
    
    
    3.18Forfeited
    
    
    (129,783
    )
    
    
    5.92Outstanding at December 31, 2005
    
    
    1,715,363
    
    
    
    4.66Granted
    
    
    115,000
    
    
    
    8.30Exercised
    
    
    (71,361
    )
    
    
    3.38Forfeited
    
    
    (289,854
    )
    
    
    7.85Outstanding at December 31, 2006
    
    
    1,469,148
    
    
    
    4.38
    
    
    
    6.49
    
    
    $
    12,091Exercisable at December 31, 2006
    
    
    1,026,035
    
    
    
    4.07
    
    
    
    6.29
    
    
    $
    8,762
  Weighted
    
    Weighted
    
    
    
    
    
    WeightedAverage
    
    Average
    
    
    
    
    
    AverageNumber
    
    Remaining
    
    Exercise
    
    Number
    
    ExerciseRange Of Exercise Prices
    
    Outstanding
    
    Life
    
    Price
    
    Exercisable
    
    Price$2.40 to $5.00
    
    
    1,302,898
    
    
    
    6.4
    
    
    $
    3.22
    
    
    
    969,785
    
    
    $
    2.955.01 to 10.00
    
    
    98,000
    
    
    
    9.3
    
    
    
    7.20
    
    
    
    13,000
    
    
    
    8.4510.01 to 15.00
    
    
    25,000
    
    
    
    9.3
    
    
    
    12.70
    
    
    
    0
    
    
    
    .0015.01 to 20.00
    
    
    3,250
    
    
    
    2.0
    
    
    
    18.61
    
    
    
    3,250
    
    
    
    18.6120.01 to 25.00
    
    
    5,000
    
    
    
    1.5
    
    
    
    20.38
    
    
    
    5,000
    
    
    
    20.3825.01 to 30.00
    
    
    30,000
    
    
    
    1.3
    
    
    
    29.67
    
    
    
    30,000
    
    
    
    29.6730.01 to 35.00
    
    
    5,000
    
    
    
    3.4
    
    
    
    33.25
    
    
    
    5,000
    
    
    
    33.251,469,148
    
    
    
    
    
    
    
    
    
    
    
    1,026,035
     F-19




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##### Table of Contents



F-20




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##### Table of Contents



First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2006
    
    
    2006
    
    
    2006
    
    
    2006(In thousands except per share amounts)Revenues and other income:Interest income
    
    $
    174
    
    
    $
    166
    
    
    $
    146
    
    
    $
    110Total revenues and other income
    
    
    174
    
    
    
    166
    
    
    
    146
    
    
    
    110Expenses:Research and development
    
    
    1,808
    
    
    
    2,363
    
    
    
    3,073
    
    
    
    4,668General and administrative
    
    
    610
    
    
    
    666
    
    
    
    713
    
    
    
    890Total expenses
    
    
    2,418
    
    
    
    3,029
    
    
    
    3,786
    
    
    
    5,558Net loss
    
    $
    (2,244
    )
    
    $
    (2,863
    )
    
    $
    (3,640
    )
    
    $
    (5,448
    )Net loss per share  basic and diluted
    
    $
    (0.22
    )
    
    $
    (0.28
    )
    
    $
    (0.36
    )
    
    $
    (0.54
    )Shares used in loss per share calculation
    
    
    10,140
    
    
    
    10,146
    
    
    
    10,150
    
    
    
    10,151
 First Quarter
    
    
    Second Quarter
    
    
    Third Quarter
    
    
    Fourth QuarterEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedMarch 31,
    
    
    June 30,
    
    
    September 30,
    
    
    December 31,2005
    
    
    2005
    
    
    2005
    
    
    2005(In thousands except per share amounts)Revenues and other income:Research and development grants
    
    $
    4
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest income
    
    
    108
    
    
    
    173
    
    
    
    175
    
    
    
    174Total revenues and other income
    
    
    112
    
    
    
    173
    
    
    
    175
    
    
    
    174Expenses:Research and development
    
    
    1,236
    
    
    
    1,355
    
    
    
    1,641
    
    
    
    1,869General and administrative
    
    
    431
    
    
    
    465
    
    
    
    461
    
    
    
    567Total expenses
    
    
    1,667
    
    
    
    1,820
    
    
    
    2,102
    
    
    
    2,436Net loss
    
    $
    (1,555
    )
    
    $
    (1,647
    )
    
    $
    (1,927
    )
    
    $
    (2,262
    )Net loss per share  basic and diluted
    
    $
    (0.19
    )
    
    $
    (0.16
    )
    
    $
    (0.19
    )
    
    $
    (0.22
    )Shares used in loss per share calculation
    
    
    8,326
    
    
    
    10,080
    
    
    
    10,080
    
    
    
    10,080
     F-21




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit Number
    
    
    
    Identification Of Exhibit3.1(a)
    
    
    
    Restated Certificate of Incorporation. Exhibit
3.3 to the Companys Registration Statement on
Form SB-2 (No. 33-57728-FW), as amended
(Registration Statement), is incorporated
herein by reference.3.1(b)
    
    
    
    Certificate of Amendment to the Companys
Restated Certificate of Incorporation, dated
as of May 2, 2006. Exhibit 3.1 to the
Companys Current Report on Form 8-K as filed
with the Commission on May 2, 2006 is
incorporated herein by reference.3.1(c)
    
    
    
    Certificate of Designation of Series One
Junior Participating Preferred Stock dated
September 2, 1999. Exhibit A to Exhibit 4.1 to
the Companys Registration Statement on Form
8-A as filed with the Commission on September
3, 1999 (the Rights Plan Registration
Statement), is incorporated herein by
reference.3.2
    
    
    
    Restated Bylaws of the Company. Exhibit 3.4 to
the Registration Statement is incorporated
herein by reference.4.1
    
    
    
    Specimen Certificate of Common Stock, $.001
par value, of the Company. Exhibit 4.1 to the
Registration Statement is incorporated herein
by reference.4.2
    
    
    
    Rights Agreement dated September 1, 1999
between the Company and Computershare Investor
Services LLC (as successor in interest to
Harris Trust & Savings Bank), as Rights Agent.
Exhibit 4.1 to the Rights Plan Registration
Statement is incorporated herein by reference.4.3
    
    
    
    First Amendment to Rights Agreement, dated as
of September 6, 2002, between the Company,
Harris Trust & Savings Bank and Computershare
Investor Services LLC. Exhibit 4.3 to
Amendment No. 1 to the Rights Plan
Registration Statement on Form 8-A/A as filed
with the Commission on September 11, 2002 is
incorporated herein by reference.4.4
    
    
    
    Second Amendment to Rights Agreement, dated as
of October 30, 2002, between the Company and
Computershare Investor Services LLC. Exhibit
4.4 to Amendment No. 2 to the Rights Plan
Registration Statement on Form 8-A/A as filed
with the Commission on October 31, 2002 is
incorporated herein by reference.4.5
    
    
    
    Third Amendment to Rights Agreement, dated as
of June 30, 2005, between the Company and
Computershare Trust Company, Inc. (as
successor in interest to Computershare
Investor Services, LLC). Exhibit 4.4 to the
Companys Current Report on Form 8-K as filed
with the Commission on June 30, 2005 is
incorporated herein by reference.4.6
    
    
    
    Form of Rights Certificate. Exhibit B to
Exhibit 4.1 to the Rights Plan Registration
Statement is incorporated herein by reference.10.1+
    
    
    
    Amended and Restated 1993 Employee and
Consultant Stock Option Plan. Exhibit 10.3 to
the Registration Statement is incorporated
herein by reference.10.2+
    
    
    
    First Amendment to the Zonagen, Inc. Amended
and Restated 1993 Stock Option Plan. Exhibit
10.22 to the Companys Annual Report on Form
10-K for the year ended December 31, 1999 (the
1999 Form 10-K) is incorporated herein by
reference.10.3+
    
    
    
    1994 Employee and Consultant Stock Option
Plan. Exhibit 4.2 to the Companys
Registration Statement on Form S-8 (File No.
033-83406) as filed with the Commission on
August 29, 1994 is incorporated herein by
reference.10.4+
    
    
    
    2000 Non-Employee Directors Stock Option
Plan. Appendix B to the Companys Definitive
Proxy Statement filed on April 26, 2000 is
incorporated herein by reference.
 E-1




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##### Table of Contents



Exhibit Number
    
    
    
    Identification Of Exhibit10.5+
    
    
    
    First Amendment to the Zonagen, Inc. 2000
Non-Employee Directors Stock Option Plan.
Exhibit 10.21 to the 2000 Form 10-K is
incorporated herein by reference.10.6+
    
    
    
    Second Amendment to 2000 Non-Employee
Directors Stock Option Plan. Exhibit 10.6 to
the Companys Annual Report on Form 10-K for
the year ended December 31, 2002 (the 2002
Form 10-K) is incorporated herein by
reference.10.7+
    
    
    
    Zonagen, Inc. 2004 Stock Option Plan. Exhibit
10.17 to the Companys Registration Statement
on Form S-1 (No. 333-119861), as amended, is
incorporated herein by reference.10.8+
    
    
    
    Employment Agreement between the Company and
Joseph S. Podolski. Exhibit 10.5 to the
Registration Statement is incorporated herein
by reference.10.9+
    
    
    
    First Amendment to Employment Agreement
between the Company and Joseph S. Podolski.
Exhibit 10.1 to the Companys Quarterly Report
on Form 10-Q for the fiscal quarter ended
March 31, 2001 is incorporated herein by
reference.10.10+
    
    
    
    Second Amendment to Employment Agreement
between the Company and Joseph S. Podolski.
Exhibit 10.17 to the 2002 Form 10-K is
incorporated herein by reference.10.11+
    
    
    
    Amended and Restated Employment Agreement
between the Company and Louis Ploth, Jr. dated
December 23, 2005. Exhibit 10.1 to the
Companys Current Report on Form 8-K filed
with the Commission on December 23, 2005 is
incorporated herein by reference.10.12+
    
    
    
    Employment Agreement between the Company and
Andre van As dated March 7, 2007. Exhibit
10.1 to the Companys Current Report on Form
8-K as filed with the Commission on March 8,
2007 is incorporated herein by reference.10.13
    
    
    
    Lease Agreement dated May 11, 2004 between the
Company and Sealy Woodlands, L.P. Exhibit
10.14 to the Companys Annual Report on Form
10-K for the year ended December 31, 2004 is
incorporated herein by reference.10.14
    
    
    
    Amendment to Lease Agreement between the
Company and Sealy Woodlands, L.P., dated May
17, 2006. Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2006 is incorporated
herein by reference.10.15++
    
    
    
    Letter Agreement dated July 15, 2002 between
the Company, Schering Plough Ltd. and
Schering-Plough Corporation. Exhibit 10.1 to
the Companys Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2002 is
incorporated herein by reference.10.16++
    
    
    
    PHS Patent License Agreement dated April 16,
1999 between the Company and certain agencies
of the United States Public Health Service
within the Department of Health and Human
Services, with amendments. Exhibit 10.1 to the
Companys Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 2003 is
incorporated herein by reference.23.1*
    
    
    
    Consent of PricewaterhouseCoopers LLP31.1*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Chief Executive Officer)31.2*
    
    
    
    Certification Pursuant to Rule 13(a)-14(a) or
15(d)-14(a) of the Exchange Act, As Adopted
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 (Chief Financial Officer)32.1*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief
Executive Officer)32.2*
    
    
    
    Certification Furnished Pursuant to 18 U.S.C.
Section 1350, As Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (Chief
Financial Officer)
 E-2




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##### Table of Contents



*
    
    Filed herewith.+
    
    Management contract or compensatory plan.++
    
    Portions of this exhibit have been omitted based on a request for confidential treatment
pursuant to Rule 24b-2 of the Exchange Act. Such omitted portions have been filed separately with
the Commission. E-3