UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1826, 2013

MYREXIS, INC.
(Exact name of registrant as specified in its charter)

Delaware	001-34275	26-3996918
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Xstelos Holdings, Inc. 630 Fifth Avenue, Suite 2260 New York, NY		10020
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (801) 214-7800

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 53.~~02 Departure~~03 ofMaterial ~~Directors~~Modification orto ~~Certain~~Rights ~~Officers; Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~(d) Effective~~On April 1829, 2013, Myrexis, Inc. (the ~~Board~~“Company”) filed an amendment to its Certificate of ~~Directors~~Incorporation (the “~~Board~~Protective Amendment”) with the Secretary of ~~Myrexis,~~State ~~Inc~~of the State of Delaware that restricts certain transfers of the Company’s common stock in order to preserve the tax treatment of the Company’s net operating losses and other tax benefits. The (Protective Amendment’s transfer restrictions generally restrict any direct or indirect transfer of the “Company”’s common stock if the effect would be to increase the direct or indirect ownership of any Person (as defined in the Protective Amendment) ~~appointed~~from ~~directors~~less than 4.75% to ~~Board~~4.75% ~~committees~~or ~~and~~more ~~designated~~of the ~~chairman~~Company’s common stock, or increase the ownership percentage of ~~each~~a ~~committee~~Person owning or deemed to own 4.75% or more of the Company’s common stock. Any direct or indirect transfer attempted in violation of this restriction would be void as ~~follows:~~of the date of the prohibited transfer as to the purported transferee. The Protective Amendment permits the Company’s Board of Directors to approve transfers of the Company’s common stock that would otherwise violate the transfer restrictions in the Protective Amendment if it determines that the approval is in the best interests of the Company.

~~Audit~~The ~~Committee:~~foregoing ~~Michael~~description C.of ~~Pearce~~the Protective Amendment does not purport to be complete and ~~Steven~~is D.qualified ~~Scheiwe~~in ~~(Chair)~~its ~~Compensation~~entirety ~~Committee:~~by ~~Michael~~reference C.to ~~Pearce~~the ~~(Chair)~~full ~~and~~text ~~Steven~~of D.the ~~Scheiwe~~Protective ~~Nominating~~Amendment, ~~and~~which ~~Corporate~~is ~~Governance~~filed ~~Committee:~~as ~~Michael~~Exhibit C3.1 ~~Pearce~~to ~~(Chair)~~this Current Report on Form 8-K and ~~Steven~~is D.incorporated ~~Scheiwe~~herein by reference.

Item 85.~~01 Other~~03 ~~Events~~Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

AsThe ~~previously~~information ~~disclosed, on January 22, 2013 the Board declared a special cash distribution to stockholders~~ in ~~the~~Item ~~amount of $2~~3.8603 ~~per~~above ~~share~~regarding (the ~~“Dividend”). The~~Protective ~~Dividend~~Amendment ~~was~~is ~~paid~~incorporated toherein ~~stockholders~~by ofreference ~~record~~into atthis ~~the~~Item ~~close of business on Monday, February 4, 2013~~5.03.

AsItem ~~a service to stockholders, the Company is including the following disclosure related to U~~5.S.07 ~~Federal~~Submission ~~Income~~of ~~Tax~~Matters ~~Consequences~~ to ~~U.S. Stockholders as~~ a ~~result~~Vote of ~~the~~Security ~~Dividend~~Holders.

The ~~following~~Company ~~summary~~held ~~describes~~its ~~certain~~2012 ~~material~~Annual ~~U.S.~~Meeting ~~federal income tax consequences to U.S. holders~~ of ~~Myrexis~~Stockholders ~~common~~on ~~stock~~April ~~related to the special cash distribution. Unless otherwise specifically indicated herein~~26, ~~this summary addresses the tax consequences only to a beneficial owner of Myrexis common stock that for U~~2013.S. At ~~income tax purposes is: (1) a citizen or individual resident of~~ the ~~U.S.~~meeting, ~~(2) a corporation organized in or under~~ the ~~laws~~stockholders of the ~~U.S.~~Company orcast ~~any~~their ~~state~~votes thereof or the District of Columbia, (3) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (4) any trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or it has a valid election in place to be treated as aset ~~U.S.~~forth ~~person (a “U~~below.~~S. holder”), and, even with respect to such beneficial owners, this summary does not address special considerations that may be applicable to certain specific categories of investors.~~

~~Amounts~~Proposal ~~received~~1. Election ~~by stockholders in connection with the special cash distribution will be taxable as a dividend to the extent~~ of ~~the Company’s current or accumulated earnings and profits~~Directors. All ~~Distributions~~nominees infor ~~excess~~director ofwere ~~such earnings and profits will be applied against and reduce a stockholder’s tax basis in his, her or its shares of stock~~elected.

The Company anticipates it will not have current or accumulated earnings and profits during the Company’s tax year ending June 30, 2013. As such, it anticipates the $2.86 per share Dividend paid to stockholders of record as of February 4, 2013, will be treated as a return of capital for tax reporting purposes.

Name	For	Withheld	Broker Non-Votes
Steven D. Scheiwe as a Class I director for a term ending at the 2013 annual meeting of stockholders	20,737,673	2,226,225	10,085,992
Jonathan M. Couchman as a Class II director for a term ending at the 2014 annual meeting of stockholders	20,800,234	2,163,664	10,085,992
Michael C. Pearce as a Class III director for a term ending at the 2015 annual meeting of stockholders	20,842,353	2,121,545	10,085,992

~~Gain~~Proposal ~~will~~2. Approval ~~be recognized as a result~~ of aan ~~distribution~~amendment to the ~~extent~~Company’s ~~that~~Certificate ~~the~~of ~~aggregate~~Incorporation ~~value~~to ofrestrict ~~the~~certain ~~distribution~~transfers ~~received~~of bycommon astock ~~stockholder~~in ~~with~~order ~~respect~~ to apreserve ~~share~~the ~~exceeds his, her or its~~ tax ~~basis~~treatment ~~for~~of ~~that share. Gain recognized by a stockholder will be capital gain provided~~ the ~~shares~~Company’s ~~are~~net ~~held~~operating aslosses ~~capital assets,~~ and ~~will~~other betax ~~long term capital gain if the stock has been held for more than one year~~benefits. The Noamendment ~~loss~~was ~~will be recognized by a stockholder until such time as a stockholder disposes of his, her or its shares of stock~~approved.

The tax consequences of the special cash distribution may vary depending upon the particular circumstances of the stockholder. The Company recommends that each stockholder consult his, her or its own tax advisor regarding the federal income tax consequences of the special cash distribution, as well as the state, local and foreign tax consequences.

For		Against		Abstain		Broker Non-Votes
17,918,388		5,034,271		11,238		10,085,993

Proposal 3. Ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013. The appointment of EisnerAmper LLP was approved.

For		Against		Abstain		Broker Non-Votes
30,098,814		2,769,984		181,092		0

Proposal 4. Approval, on an advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement. The advisory resolution was approved.

For		Against		Abstain		Broker Non-Votes
19,741,653		2,065,497		1,156,747		10,085,993

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment of Certificate of Incorporation to Implement the Protective Amendment

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 hereunto duly authorized.

Dated: April 18, 2013	MYREXIS, INC.
Dated: April 29, 2013	MYREXIS, INC.
	By:	/s/ Jonathan M. Couchman
		Name:	Jonathan M. Couchman
		Title:	Chairman, President, Chief Executive Officer and Chief ~~Executive~~Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Amendment of Certificate of Incorporation to Implement the Protective Amendment

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