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Press Release

GTx Announces $14.0 Million Registered Direct Common Stock Offering

Posted on: 12 Oct 16

GTx, Inc. (NASDAQ: GTXI) today announced that it has entered into definitive agreements with certain existing shareholders of the Company, including J.R. Hyde, III, its largest shareholder and the Lead Director of GTx’s Board of Directors (the “Board”), Robert J. Wills, the Board’s Executive Chairman, and Marc S. Hanover, the Company’s Chief Executive Officer and a member of the Board, to sell an aggregate of approximately $14.0 million of shares of its common stock in a registered direct offering. The closing of the offering is expected to take place on or about October 14, 2016, subject to the satisfaction of customary closing conditions.

Under the terms of the offering, the Company will sell approximately 17.3 million shares of its common stock at a purchase price of $0.81 per share, which was the consolidated closing bid price of the Company’s common stock on October 11, 2016.

The Company intends to use the net proceeds from the offering to fund clinical development and other research and development activities and for working capital and general corporate purposes.

The shares of common stock described above are being offered directly by GTx without an underwriter or placement agent pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission. Such shares of common stock are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities described herein. There shall not be any offer, solicitation of an offer to buy or sale of securities in any state or jurisdiction in which an offering, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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 cancer, including treatments for breast and prostate cancer, 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, statements relating to GTx’s expectations regarding the completion, timing and size of the registered direct offering and the expected gross proceeds from the offering, as well as the anticipated use of proceeds therefrom. 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, the risks and uncertainties associated with the completion of the registered direct offering on the terms to which the Company has agreed or at all, market conditions and the satisfaction of closing conditions related to the registered direct offering. In addition, 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 and potentially cease operations. 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. 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 period ending June 30, 2016, 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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Last updated on: 12/10/2016

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