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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

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 number: 000-50549

GTx, Inc.

(Exact name of registrant as specified in its charter)

(901) 523-9700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

As of August 1, 2014, 76,014,531 shares of the registrant’s Common Stock were outstanding.

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GTx, INC.

AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM 10-Q/A

FOR THE QUARTER ENDED JUNE 30, 2014

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EXPLANTORY NOTE

GTx, Inc. (the “Company”) is filing this Amendment No. 1 to Quarterly Report on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014, as filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2014 (the “10-Q”). The principal purpose of this Amendment is to add certain executive compensation disclosures to Part II, Item 5 of the 10-Q, which disclosures were inadvertently omitted from the 10-Q.  This Amendment hereby amends Part II, Items 5 and 6, and the Exhibit Index to the 10-Q.  In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment.

No attempt has been made in this Amendment to modify or update the other disclosures presented in the 10-Q. Except as specifically noted, this Amendment does not reflect events occurring after the filing of the original 10-Q (i.e., those events occurring after August 5, 2014) or modify or update those disclosures that may be affected by subsequent events.

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PART II:  OTHER INFORMATION

ITEM 5.                                                OTHER INFORMATION

Registration Rights Agreement.  As previously disclosed, on March 6, 2014, we completed a private placement of units consisting of an aggregate of 11,976,048 shares of our common stock and warrants to purchase an aggregate of 10,179,642 shares of our common stock. In connection with the closing of the private placement, we entered into a registration rights agreement dated March 6, 2014 (the “Rights Agreement”) with the investors in the private placement, pursuant to which we granted to the investors certain rights with respect to the registration for resale of shares our common stock held by (or issuable to) such investors. On August 4, 2014, we entered into an amended and restated registration rights agreement (the “Amended Agreement”) with the investors in the private placement to, among other things, provide that the foregoing registration rights apply solely to the shares of our common stock issued or issuable to these investors in the private placement or upon exercise of the warrants issued in the private placement, to provide that all such registration rights fully terminate on the earlier to occur of March 6, 2016 or the date on which such shares are publicly resold or available for resale without restriction under Rule 144 under the Securities Act, and to make certain other changes to the Rights Agreement. The foregoing is only a brief description of the amendments to the Rights Agreement effected by the Amended Agreement, does not purport to be complete, and is qualified in its entirety by reference to Amended Agreement that is filed as Exhibit 4.6 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 5, 2014.

Executive Compensation Matters. As previously reported, on September 27, 2013, the Compensation Committee of our Board of Directors (the “Board”) suspended cash bonus award eligibility under the GTx, Inc. Executive Bonus Compensation Plan (the “Bonus Plan”), a copy of which was filed as Exhibit 10.53 to our annual report on Form 10-K for the year ended December 31, 2008, until such time as the Compensation Committee determines to re-instate such bonus eligibility. On June 3, 2014, the Compensation Committee of our Board determined to re-instate such bonus eligibility for the remainder of 2014 and in connection therewith, approved target bonuses and the performance criteria to be achieved in order to be eligible to receive a cash bonus award under the Bonus Plan for 2014 performance.  The amount of a participant’s bonus potential, which participants include each of our executive officers, is based on a target percentage of such participant’s annual base salary for 2014. The target bonus percentages for each of our executive officers are 65% of 2014 annual base salary for Marc S. Hanover, our interim Chief Executive Officer, 25% of 2014 annual base salary for Jason T. Shackelford, our acting Principal Financial and Accounting Officer, and 35% of 2014 annual base salary for Henry P. Doggrell, our Chief Legal Officer. Each participant’s total bonus opportunity is directly tied to the achievement of specified Company goals during the period from June 1, 2014 to December 31, 2014, such that the achievement of each goal would result in a cash bonus payment equal to a specified percentage of each participant’s target bonus.  Each of the Company goals and their relative weightings are summarized in the table below.

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As of the date of this Quarterly Report on Form 10-Q/A, we do not expect to achieve any of the foregoing Company goals other than the equity financing goal, which was achieved in November 2014, and potentially the Phase 2 enobosarm breast cancer study goal.  The potential achievement of the Phase 2 enobosarm breast cancer study goal is a forward-looking statement that involves known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from the future results or achievement expressed or implied by such forward-looking statement.  We discuss many of these risks and uncertainties in our Quarterly Report on Form 10-Q in greater detail in the section entitled “Risk Factors” under Part II, Item 1A.  Given these risks, uncertainties and other important factors, you should not place undue reliance on this forward-looking statement.  Also, this forward-looking statement represents our estimates and assumptions only as of the date of this Quarterly Report on Form 10-Q/A.

ITEM 6.                                                EXHIBITS

The exhibits listed on the accompanying Exhibit Index are filed or incorporated by reference (as stated therein) as part of this Quarterly Report on Form 10-Q/A.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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EXHIBIT INDEX

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+                 Filed herewith

(1)      This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

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EXHIBIT 31.3

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Marc S. Hanover, certify that:

1.              I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of GTx, Inc.; and

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: December 12, 2014

EXHIBIT 31.4

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Jason T. Shackelford, certify that:

1.              I have reviewed this Amendment No. 1 to the Quarterly Report on Form 10-Q/A of GTx, Inc.; and

2.              Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date:  December 12, 2014