Market Overview

GTx Announces $48.5 Million Private Placement


GTx, Inc. (NASDAQ:GTXI) today announced that it has entered into a
definitive securities purchase agreement for the sale of its common
stock and warrants to purchase common stock in a private placement that
is expected to result in gross proceeds to the Company of approximately
$48.5 million, before deducting placement agent and other offering
expenses. The financing is being led by CAM Capital, Amzak Health and
Aisling Capital with additional participation by Boxer Capital of
Tavistock Group and Abingworth BioEquities Master Fund Ltd, as well as
other existing institutional and individual investors. Stifel is acting
as lead placement agent and Baird is acting as co-placement agent.

Pursuant to the terms of the securities purchase agreement, at the
closing of the private placement, GTx will issue and sell 5,483,320
shares of common stock and warrants to purchase up to 3,289,988
additional shares of common stock at a per unit purchase price of
$8.845. The warrants will have a per share exercise price of $9.02 and
will be exercisable for five years following issuance. The closing of
the private placement is subject to the satisfaction of customary
closing conditions. The securities purchase agreement and the
transactions contemplated thereby were unanimously approved by a special
committee comprised of disinterested and independent members of GTx's
board of directors. Additional details regarding the private placement
will be included in a Form 8-K filed by GTx with the Securities and
Exchange Commission.

Neither the shares of GTx common stock nor the warrants to be issued in
the private placement have been registered under the Securities Act of
1933, as amended (the "Securities Act"). Accordingly, these securities
may not be offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from the
registration requirements of the Securities Act. GTx has agreed to file
certain registration statements covering the resale of the GTx common
stock to be issued in the private placement as well as the GTx common
stock issuable upon exercise of the warrants.

This press release shall not constitute an offer to sell or the
solicitation of an offer to buy GTx common stock or warrants to purchase
GTx common stock.

About GTx

GTx, Inc., headquartered in Memphis, Tenn., is a biopharmaceutical
company dedicated to the discovery, development and commercialization of
small molecules for the treatment of muscle-related diseases and other
serious medical conditions.

Forward-Looking Information is Subject to Risk and Uncertainty

This press release contains forward-looking statements based upon GTx's
current expectations. Forward-looking statements involve risks and
uncertainties, and include, but are not limited to, all statements
relating to the anticipated closing of, and the amount of anticipated
proceeds from, the private placement. GTx's actual results and the
timing of events could differ materially from those anticipated in such
forward-looking statements as a result of these risks and uncertainties,
which include, without limitation, risks and uncertainties associated
with market conditions, whether GTx will be able to consummate the
private placement and the satisfaction of closing conditions related to
the private placement. There can be no assurance that GTx will be able
to complete the private placement on the terms described herein or in a
timely manner, if at all. Regardless of whether the private placement is
consummated, GTx will continue to need additional funding and may be
unable to raise capital when needed, which would force GTx to delay,
reduce or eliminate its product candidate development programs. You
should not place undue reliance on these forward-looking statements,
which apply only as of the date of this press release. GTx's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2017, filed August
14, 2017, contains under the heading, "Risk Factors," a more
comprehensive description of these and other risks to which GTx is
subject. GTx expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in its expectations
with regard thereto or any change in events, conditions or circumstances
on which any such statements are based.

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