sc13g1212steven_repros.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)

REPROS THERAPEUTICS INC.
(Name of Issuer)

COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)

76028H209
(CUSIP Number)

December 21, 2012
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed: x Rule 13d-1(c)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following page(s)

Page 1 of 7 Pages
 
 
 
 
 
 
CUSIP No. 76028H209
 
   13G Page 2 of 7 Pages

 1.    NAMES OF REPORTING PERSON
                S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Chardan SPAC Asset Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                                                 (a)   o
                                                                 (b)   x
3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
5.   SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 275,000 Shares of Common Stock
 
6.   SHARED VOTING POWER - None

7.   SOLE DISPOSITIVE POWER – 275,000 Shares of Common Stock

8.   SHARED DISPOSITIVE POWER - None
9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 275,000 Shares of Common Stock
10.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                   o
 
11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.61%
12.    TYPE OF REPORTING PERSON
 
CO
 
 
 
 
 
 
CUSIP No. 76028H209
 
   13G Page 3 of 7 Pages
 
 1.    NAMES OF REPORTING PERSON
                S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       PFSI FBO Steven Oliveira Roth IRA
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                                                 (a)   o
                                                                 (b)   x
 
3.    SEC USE ONLY

4.    CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
5.   SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 466,100 Shares of Common Stock
 
6.   SHARED VOTING POWER - None
 
7.   SOLE DISPOSITIVE POWER – 466,100 Shares of Common Stock

8.   SHARED DISPOSITIVE POWER - None
 
9.     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 466,100 Shares of Common Stock
10.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                   o
 
11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

2.72%
12.    TYPE OF REPORTING PERSON
 
OO
 
 
 
 
 
 
CUSIP No. 76028H209
 
   13G Page 4 of 7 Pages
 
 1.     NAMES OF REPORTING PERSON
                S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Steven M. Oliveira
2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
                                                                 (a)   o
                                                                 (b)   x
 
3.      SEC USE ONLY

4.      CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.
5.      SOLE VOTING POWER, NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON – 741,100 Shares of Common Stock
 
6.      SHARED VOTING POWER - None

7.      SOLE DISPOSITIVE POWER – 741,100 Shares of Common Stock
 
8.      SHARED DISPOSITIVE POWER - None
 
9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 741,100 Shares of Common Stock
10.    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES                                                   o
 
11.    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

4.33%
12.    TYPE OF REPORTING PERSON
 
IN
 
 
 
 
 
 
CUSIP No. 76028H209
 
   13G Page 5 of 7 Pages
 
ITEM 1 (a) NAME OF ISSUER: Repros Therapeutics Inc.

ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380

ITEM 2 (a), (b) and (c) - NAME OF PERSON FILING, ADDRESS OF PRINCIPAL BUSINESS OFFICE AND CITIZENSHIP:

This Amendment No. 2 to Schedule 13G is being filed on behalf of Chardan SPAC Asset Management, LLC, PFSI FBO Steven Oliveira Roth IRA and Steven M. Oliveira (collectively, the “Reporting Persons”).

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 2 to Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons have agreed to file this Amendment No. 2 to Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.

The principal business office of the Reporting Persons is 18 Fieldstone Court, New City, New York 10956.
 
ITEM 2 (d) TITLE OF CLASS OF SECURITIES: Common Stock, par value $.001 per share

ITEM 2 (e) CUSIP NUMBER: 76028H209

ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B):  Not applicable

ITEM 4 OWNERSHIP

         (a) AMOUNT BENEFICIALLY OWNED: 741,100 Shares of Common Stock

         (b) PERCENT OF CLASS: 4.33%

         (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

             (i)   SOLE POWER TO VOTE OR DIRECT THE VOTE
 
741,100 Shares of Common Stock

             (ii)  SHARED POWER TO VOTE OR DIRECT THE VOTE

                                    0 Shares
 
 
 
 
 
 
CUSIP No. 76028H209
 
   13G Page 6 of 7 Pages
 
             (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                                    741,100 Shares of Common Stock

             (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                                    0 Shares

This statement is filed on behalf of Chardan SPAC Asset Management, LLC, PFSI FBO Steven Oliveira Roth IRA and Steven M. Oliveira.  Steven M. Oliveira may be deemed to be the beneficial owner of the shares of Common Stock beneficially owned by Chardan SPAC Asset Management, LLC and PFSI FBO Steven Oliveira Roth IRA as he may direct the vote and disposition of the shares owned by Chardan SPAC Asset Management, LLC and PFSI FBO Steven Oliveira Roth IRA, however, Steven M. Oliveira expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Chardan SPAC Asset Management, LLC and PFSI FBO Steven Oliveira Roth IRA.
 
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

Each of Chardan SPAC Asset Management, LLC, PFSI FBO Steven Oliveira Roth IRA and Steven M. Oliveira’s ownership interest is now below 5%, even if deemed aggregated.  However, Steven M. Oliveira expressly disclaims beneficial ownership of all shares of Common Stock beneficially owned by Chardan SPAC Asset Management, LLC and PFSI FBO Steven Oliveira Roth IRA.
 
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

Not applicable
 
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
 
Not applicable
 
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF A GROUP

Not applicable
 
ITEM 9   NOTICE OF DISSOLUTION OF GROUP

Not applicable
 
 
 
 
 
CUSIP No. 76028H209
 
   13G Page 7 of 7 Pages
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
    December 26, 2012  
 
  
(Date)
  
       
   
CHARDAN SPAC ASSET MANAGEMENT, LLC
  
       
   
By: /s/ Steven M. Oliveira
  
       
   
PFSI FBO STEVEN OLIVEIRA ROTH IRA
  
       
   
By: /s/ Steven M. Oliveira
  
       
   
/s/ Steven M. Oliveira
  
    Steven M. Oliveira  
 
 
 
 
 
 
CUSIP No. 76028H209
 
   13G Exhibit 1
 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock of Repros Therapeutics Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate.

IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on December 26, 2012.
 
   
CHARDAN SPAC ASSET MANAGEMENT, LLC
  
       
   
By: /s/ Steven M. Oliveira
  
       
   
PFSI FBO STEVEN OLIVEIRA ROTH IRA
  
       
   
By: /s/ Steven M. Oliveira
  
       
   
/s/ Steven M. Oliveira
  
   
Steven M. Oliveira