GTx to sell 11,976,048 shares of common stock

GTx, Inc. (NASDAQ: GTXI) announced today that it has entered into a securities purchase agreement with J.R. Hyde, III, the chairman of GTx's Board of Directors, and The Pyramid Peak Foundation, to issue and sell in a private placement to these purchasers an aggregate of 11,976,048 immediately separable units, comprised of an aggregate of 11,976,048 shares of GTx common stock and warrants to purchase up to 10,179,642 additional shares of common stock.

The total purchase price payable to GTx for the units is $21,272,455.42, or approximately $1.77625 per unit. The warrants, which may only be exercised for cash, will have a per share exercise price of $1.67 (equal to the closing bid price of GTx's common stock on March 3, 2014) and a one year term. The closing of the private placement will occur three business days following the satisfaction or waiver of customary closing conditions as set forth in the securities purchase agreement, or on such other date as the purchasers in the private placement may agree upon. The securities purchase agreement will terminate if the closing of the private placement has not occurred on or prior to April 15, 2014, provided that the purchasers in the private placement may, in their sole discretion, extend such date to August 15, 2014.

In connection with the private placement, GTx has agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act covering the resale of shares of common stock, including shares of common stock underlying the warrants, within 180 days after the closing. The securities offered by GTx in this private placement have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act.


GTx, Inc.

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