UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 26, 2010
GTx, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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000-50549
(Commission
File Number)
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62-1715807
(I.R.S. Employer
Identification No.) |
175 Toyota Plaza
7th Floor
Memphis, Tennessee 38103
(901) 523-9700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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| ITEM 2.02. |
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RESULTS OF OPERATIONS AND FINANCIAL CONDITION. |
On October 26, 2010, GTx, Inc. (“us,” “we,” “our,” “GTx” or the “Company”) filed a preliminary
prospectus supplement with the Securities and Exchange Commission (the “Preliminary Prospectus”)
with respect to a proposed underwritten public offering of its common stock as described under Item
8.01 under the heading “Proposed Public Offering.” In the Preliminary Prospectus, the Company
disclosed the following information with respect to the Company’s financial results for the three
and nine months ended September 30, 2010:
While the Company has not finalized its full financial results for the three and nine months ended
September 30, 2010, the Company expects to report that it had $19.7 million of cash, cash
equivalents and short-term investments as of September 30, 2010, which does not include the final
$5.0 million research and development expense reimbursement payment from Merck & Co., Inc. that the
Company will receive later this year, and the Company also expects to report that its total costs
and expenses were $9.9 million and $36.1 million for the three and nine months ended September 30,
2010, respectively.
Proposed Public Offering
October 26, 2010, GTx announced that it is offering to sell, subject to market conditions, shares
of its common stock in an underwritten public offering. A copy of the press release is filed
herewith as Exhibit 99.1 and is incorporated herein by reference.
Updated Company Disclosure
The Company is filing information for the purpose of supplementing and updating its description of
certain risks and uncertainties that may have a material adverse effect on its business, financial
condition or results of operations from the description included under the heading, “Item 1A. Risk
Factors” in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed
with the SEC on August 9, 2010. The Company is also updating the description of its business from
that described under the heading, “Item 1. Business—Overview” in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2009, filed with the SEC on March 15, 2010. The updated
descriptions are filed herewith as Exhibit 99.2 and are incorporated herein by reference.
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| ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
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| Exhibit No. |
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Description |
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99.1 |
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Press Release, dated October 26, 2010 |
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99.2 |
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Updated Company Disclosure |