~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED~~SECURITIES ~~STATES~~AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

~~Washington,~~FORM ~~D.C.~~10-Q ~~20549~~

~~FORM~~(Mark ~~10-Q~~ One)

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

xFor ~~QUARTERLY~~the ~~REPORT~~quarterly ~~PURSUANT~~period TOended ~~SECTION~~March 31, 2013 ~~13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OR ~~the quarterly period ended December 31, 2012~~

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

¨For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period ~~TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~from to

~~For~~Commission ~~the~~file ~~transition~~number: ~~period from to~~ 001-34275

~~Commission~~MYREXIS, ~~file~~INC. ~~number: 001-34275~~

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

(Exact name of registrant as specified in its charter)

Delaware	26-3996918
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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

Delaware		26-3996918
(State or other jurisdiction ofincorporation or organization)		(I.R.S. Employer Identification No.)
305 Chipeta Way Salt Lake City, Utah		84108
(Address of principal executive offices)		(Zip Code)

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

~~Registrant’s~~Indicate ~~telephone~~by ~~number,~~check ~~including~~mark ~~area~~whether ~~code:~~the registrant (~~801~~1) ~~214-7800~~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 ¨

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted electronically ~~all~~and ~~reports~~posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section 13~~posted orpursuant to ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2) has~~post ~~been subject to~~ such ~~filing requirements for the past 90 days~~files). Yes x No ¨

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~and~~accelerated filer, ~~posted~~an onaccelerated ~~its~~filer, ~~corporate~~a ~~Web~~non-accelerated ~~site~~filer, ifor ~~any,~~a ~~every~~smaller ~~Interactive~~reporting ~~Data~~company. ~~File~~See ~~required~~the todefinitions beof ~~submitted~~“large ~~and posted pursuant to Rule~~accelerated ~~405~~filer,” of“accelerated ~~Regulation~~filer” ~~S-T~~and ~~(§232.405~~“smaller ofreporting ~~this~~company” ~~chapter)~~in ~~during~~Rule ~~the~~12b-2 ~~preceding~~of ~~12 months (or for such shorter period that~~ the ~~registrant~~Exchange ~~was~~Act. ~~required to submit and post such~~(Check ~~files~~one)~~. Yes x No ¨~~ :

~~Indicate~~Large ~~by check mark whether the registrant is a large~~ accelerated filer, an¨ ~~accelerated~~Accelerated filer, ax ~~non~~Non-accelerated filer, or¨ a(Do ~~smaller~~not ~~reporting~~check ~~company.~~if ~~See~~a ~~the definitions of “large accelerated filer,” “accelerated filer” and “~~smaller reporting company”) inSmaller ~~Rule~~reporting ~~12b-2~~company ~~of the Exchange Act. (Check one):~~ ¨

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ¨mark ~~Accelerated~~whether ~~filer~~the xregistrant ~~Non-accelerated~~is ~~filer~~a ¨shell company (Doas ~~not~~defined ~~check~~in ifRule a12b-2 ~~smaller~~of ~~reporting~~the ~~company)~~Exchange ~~Smaller reporting company~~ Act). Yes ¨ No x

~~Indicate~~As byof ~~check~~May 3, ~~mark~~2013, ~~whether~~ the registrant ishad a34,479,051 ~~shell company (as defined in Rule 12b-2~~ shares of ~~the~~common ~~Exchange Act). Yes ¨ No x~~stock outstanding

~~As of February 1~~MYREXIS, ~~2013,~~INC. ~~the registrant had 27,417,077 shares of common stock outstanding~~

~~Table~~INDEX ofTO ~~Contents~~FORM 10-Q

MYREXIS, INC.

	Page

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets as of March 31, 2013 (unaudited) and June 30, 2012	1

Statements of Operations and Comprehensive Loss for the three and nine months ended March 31, 2013 and 2012 (unaudited)	2

Statements of Cash Flows for the nine months ended March 31, 2013 and 2012 (unaudited)	3

Notes to Financial Statements (unaudited)	4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3. Quantitative and Qualitative Disclosures About Market Risk	14

Item 4. Controls and Procedures	14

PART II OTHER INFORMATION

Item 1. Legal Proceedings	14

Item 1A. Risk Factors	14

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3. Defaults Upon Senior Securities	16

Item 4. Mine Safety Disclosures	16

Item 5. Other Information	16

Item 6. Exhibits	17

SIGNATURES	18

~~INDEX TO FORM 10-Q~~ i

	Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets as of December 31, 2012 and June 30, 2012 (unaudited)		1
Statements of Operations and Comprehensive Loss for the three and six months ended December 31, 2012 and 2011 (unaudited)		2
Statements of Cash Flows for the six months ended December 31, 2012 and 2011 (unaudited)		3
Notes to Financial Statements (unaudited)		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3. Quantitative and Qualitative Disclosures About Market Risk		15
Item 4. Controls and Procedures		15
PART II OTHER INFORMATION
Item 1. Legal Proceedings		15
Item 1A. Risk Factors		15
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		16
Item 3. Defaults Upon Senior Securities		16
Item 4. Mine Safety Disclosures		16
Item 5. Other Information		17
Item 6. Exhibits		18
SIGNATURES		19

PART I, Item 1—FINANCIAL INFORMATION

iMYREXIS, INC.

~~Table~~Balance ofSheets ~~Contents~~

~~PART~~(In Ithousands, ~~Item 1—FINANCIAL~~except ~~INFORMATION~~per share amounts)

MYREXIS, INC.

	March 31, 2013			June 30, 2012
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	1,439		$	19,707
Marketable investment securities		75			68,671
Equipment held for sale		—			974
Prepaid expenses and other assets		136			192

Total current assets		1,650			89,544

Equipment and leasehold improvements:
Equipment		—			1,298
Leasehold improvements		—			1,197
		—			2,495

Less accumulated depreciation		—			1,846

Net equipment and leasehold improvements		—			649

Long-term marketable investment securities		—			1,248
Other assets		10			210

Total assets	$	1,660		$	91,651

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	47		$	197
Accrued liabilities		298			2,082

Total current liabilities		345			2,279

Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; no shares issued and outstanding		—			—
Common stock, $0.01 par value, authorized 60,000 shares; 34,479 shares issued and outstanding at March 31, 2013; 26,794 shares issued and outstanding at June 30, 2012		345			268
Additional paid-in capital		129,307			205,968
Accumulated other comprehensive income		1			4
Accumulated deficit		(128,338	)		(116,868	)

Total stockholders’ equity		1,315			89,372

Total liabilities and stockholders’ equity	$	1,660		$	91,651

~~Balance~~See ~~Sheets~~accompanying ~~(Unaudited)~~notes to financial statements

~~(In thousands, except per share amounts)~~ 1

	December 31, 2012			June 30, 2012
Assets
Current assets:
Cash and cash equivalents	$	44,380		$	19,707
Marketable investment securities		36,934			68,671
Equipment held for sale		—			974
Prepaid expenses and other assets		1,802			192
Total current assets		83,116			89,544
Equipment and leasehold improvements:
Equipment		836			1,298
Leasehold improvements		1,197			1,197
		2,033			2,495
Less accumulated depreciation		1,944			1,846
Net equipment and leasehold improvements		89			649
Long-term marketable investment securities		123			1,248
Other assets		210			210
Total assets	$	83,538		$	91,651
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	328		$	197
Accrued liabilities		979			2,082
Total current liabilities		1,307			2,279
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, authorized 5,000 shares; no shares issued and outstanding		—			—
Common stock, $0.01 par value, authorized 60,000 shares; 27,195 shares issued and outstanding at December 31, 2012; 26,794 shares issued and outstanding at June 30, 2012		272			268
Additional paid-in capital		207,056			205,968
Accumulated other comprehensive income		2			4
Accumulated deficit		(125,099	)		(116,868	)
Total stockholders’ equity		82,231			89,372
Total liabilities and stockholders’ equity	$	83,538		$	91,651

MYREXIS, INC.

~~See~~Statements ~~accompanying~~of ~~notes~~Operations toand ~~financial~~Comprehensive Loss ~~statements~~ (~~unaudited~~Unaudited).

1(In thousands, except per share amounts)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2013			2012			2013			2012
Research revenue	$	—		$	—		$	—		$	—
Costs and expenses:
Research and development expense		61			5,603			469			13,672
General and administrative expense		3,150			5,216			11,369			13,442

Total costs and expenses		3,211			10,819			11,838			27,114

Operating loss		(3,211	)		(10,819	)		(11,838	)		(27,114	)
Other income (loss), net		(28	)		127			368			325

Net loss		(3,239	)		(10,692	)		(11,470	)		(26,789	)
Other comprehensive income:
Unrealized gain on marketable securities		1			6			3			40
Comprehensive loss	$	(3,238	)	$	(10,686	)	$	(11,467	)	$	(26,749	)


Loss per basic and diluted share	$	(0.11	)	$	(0.40	)	$	(0.41	)	$	(1.02	)
Weighted-average shares used to compute net loss per basic and diluted share		29,897			26,484			27,857			26,270

~~MYREXIS,~~See ~~INC.~~accompanying notes to financial statements

~~Statements of Operations and Comprehensive Loss (Unaudited)~~ 2

~~(In thousands~~MYREXIS, ~~except~~INC. ~~per share amounts)~~

	Three Months Ended December 31,						Six Months Ended December 31,
	2012			2011			2012			2011
Research revenue	$	—		$	—		$	—		$	—
Costs and expenses:
Research and development expense		117			3,769			408			8,069
General and administrative expense		4,734			3,841			8,219			8,226
Total costs and expenses		4,851			7,610			8,627			16,295
Operating loss		(4,851	)		(7,610	)		(8,627	)		(16,295	)
Other income, net		41			100			396			199
Net loss	$	(4,810	)	$	(7,510	)	$	(8,231	)	$	(16,096	)
Loss per basic and diluted share	$	(0.18	)	$	(0.29	)	$	(0.31	)	$	(0.62	)
Weighted-average shares used to compute net loss per basic and diluted share		26,920			26,251			26,859			26,164
Comprehensive loss	$	(4,812	)	$	(7,502	)	$	(8,233	)	$	(16,062	)

Statements of Cash Flows (Unaudited)

~~See accompanying notes to financial statements~~ (~~unaudited~~In thousands).

	Nine Months Ended March 31,
	2013			2012
Cash flows from operating activities:
Net loss	$	(11,470	)	$	(26,789	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		387			1,002
Loss on impairment of assets		20			282
Share-based compensation expense		365			1,291
Gain on sale of assets		(292	)		(52	)
Gain on sale of marketable investment securities		—			(2	)
Changes in operating assets and liabilities:
Prepaid expenses		20			1,248
Other assets		236			137
Accounts payable		(150	)		(70	)
Accrued liabilities		(1,784	)		2,347

Net cash used in operating activities		(12,668	)		(20,606	)

Cash flows from investing activities:
Capital expenditures for equipment and leasehold improvements		—			(55	)
Proceeds from sale of assets		1,509			189
Purchase of marketable investment securities		(181,368	)		(121,409	)
Proceeds from sales of marketable investment securities		8,433			58,998
Proceeds from maturities of marketable investment securities		242,775			75,705

Net cash provided by investing activities		71,349			13,428

Cash flows from financing activities:
Net proceeds from issuance of common stock		250			—
Net payment of special cash distribution		(78,581	)		—
Net proceeds from common stock issued under share-based compensation plans		1,382			1,011

Net cash (used in) provided by financing activities		(76,949	)		1,011

Net decrease in cash and cash equivalents		(18,268	)		(6,167	)
Cash and cash equivalents at beginning of period		19,707			19,189

Cash and cash equivalents at end of period	$	1,439		$	13,022

~~Table~~See ofaccompanying ~~Contents~~notes to financial statements

~~MYREXIS, INC.~~ 3

~~Statements~~MYREXIS, ofINC. ~~Cash Flows (Unaudited)~~

~~(In~~Notes ~~thousands)~~to Financial Statements (Unaudited)

	Six Months Ended December 31,
	2012			2011
Cash flows from operating activities:
Net loss	$	(8,231	)	$	(16,096	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		378			673
Loss on impairment of assets		20			—
Share-based compensation expense		335			1,003
Gain on sale of assets		(326	)		(3	)
Gain on sale of marketable investment securities		—			(1	)
Changes in operating assets and liabilities:
Prepaid expenses		(631	)		1,044
Other assets		(979	)		389
Accounts payable		131			(277	)
Accrued liabilities		(1,103	)		(44	)
Net cash used in operating activities		(10,406	)		(13,312	)
Cash flows from investing activities:
Capital expenditures for equipment and leasehold improvements		—			(32	)
Proceeds from sale of assets		1,463			14
Purchase of marketable investment securities		(181,369	)		(69,691	)
Proceeds from maturity of marketable investment securities		214,227			79,553
Net cash provided by investing activities		34,321			9,844
Cash flows from financing activities:
Net proceeds from common stock issued under share-based compensation plans		758			478
Net cash provided by financing activities		758			478
Net increase (decrease) in cash and cash equivalents		24,673			(2,990	)
Cash and cash equivalents at beginning of period		19,707			19,189
Cash and cash equivalents at end of period	$	44,380		$	16,199

(1)

Organization and Basis of Presentation

~~See~~(a) ~~accompanying~~Organization ~~notes~~and toBusiness ~~financial statements (unaudited).~~ Description

3Prior to February 2012, Myrexis, Inc. (“Myrexis” or the “Company”) was a biopharmaceutical company that generated a pipeline of differentiated drug candidates in oncology and autoimmune diseases. In February 2012, the Company announced that it had suspended development activity on all of its preclinical and clinical programs and retained Stifel Nicolaus Weisel, an investment banking firm, to assist in reviewing and evaluating a full range of strategic alternatives to enhance shareholder value. Thereafter, in March 2012, the Company initiated an alignment of its resources involving a phased reduction in its workforce from approximately 59 employees to 1 employee as of March 31, 2013.

~~Table~~Based on the Company’s evaluation of ~~Contents~~strategic alternatives, it determined to pursue the acquisition of one or more commercial-stage biopharmaceutical assets, with the goal of building a commercial-stage biopharmaceutical company by optimizing their performance and profitability. Integral to these efforts, on May 11, 2012, the Company announced a change in management, including the appointment of Richard B. Brewer as President and Chief Executive Officer and David W. Gryska as Chief Operating Officer. In addition, both Mr. Brewer and Mr. Gryska were appointed as members of the Board of Directors.

~~MYREXIS~~On August 15, ~~INC~~2012, the Company announced the death of Richard B. Brewer, its President and Chief Executive Officer. The Board of Directors appointed David W. Gryska as the Acting President and Chief Executive Officer while considering succession plans and proceeded to further evaluate the Company’s strategic direction in light of this development and the Company’s progress to date in identifying attractive biopharmaceutical assets.

~~Notes~~On toNovember 9, ~~Financial~~2012, ~~Statements~~the Board of Directors concluded that it appeared unlikely that a strategic transaction at a valuation materially in excess of the Company’s estimated liquidation value would be achieved in the near term. Based on these and other factors, the Board of Directors concluded that a statutory dissolution and liquidation was in the best interests of the Company and its stockholders and therefore unanimously adopted a Plan of Complete Liquidation and Dissolution (~~Unaudited~~the “Plan of Dissolution”), subject to stockholder approval.

On December 14, 2012, the Company filed proxy materials with the Securities and Exchange Commission (1“SEC”) ~~Organization~~for a special meeting of stockholders on January 23, 2013, to consider and ~~Basis~~vote upon the Plan of ~~Presentation~~Dissolution (the “Special Meeting”).

As previously disclosed, pursuant to the Company’s Separation and Distribution Agreement with Myriad Genetics, Inc. (“Myriad Genetics”), dated June 30, 2009, at the time of Myrexis’ separation from Myriad Genetics, Myrexis assumed liability for certain pending or threatened legal matters related to its business, and is obligated to indemnify Myriad Genetics for any liability arising out of such matters, including any costs and expenses of litigating such matters, including payment of attorneys’ fees incurred to defend against claims. One such matter, a lawsuit brought by the Alzheimer’s Institute of America, Inc. (“AIA”) against ~~Organization~~Myriad Genetics and ~~Business~~its ~~Description~~wholly owned subsidiary, Myriad Therapeutics, Inc. (formerly known as Myriad Pharmaceuticals, Inc.) (referred to hereinafter together with Myriad Genetics as “Myriad”), and the Mayo Clinic Jacksonville and Mayo Foundation for Medical Education and Research (referred to hereinafter together as “Mayo”), asserted that Myriad and Mayo infringed certain patents allegedly owned by AIA in connection with Myriad’s research and development of its failed Alzheimer’s drug candidate Flurizan (hereinafter referred to as the “Litigation”). Myrexis, Myriad, Mayo and AIA are hereinafter referred to collectively as the “Parties”.

~~Prior~~On toDecember 21, ~~February~~ 2012, the ~~Myrexis,~~Company ~~Inc.~~announced ~~(“Myrexis”~~that orit ~~the~~entered ~~“Company”)~~into ~~was~~ a ~~biopharmaceutical~~settlement ~~company~~agreement that ~~generated~~settled afully ~~pipeline~~and finally the Litigation. Pursuant to the terms of ~~differentiated~~the ~~drug~~Settlement ~~candidates~~Agreement, in ~~oncology~~consideration of AIA’s release of claims against and ~~autoimmune~~ ~~diseases.~~covenant Innot ~~February~~to ~~2012,~~sue the ~~Company~~other Parties ~~announced~~for ~~that~~matters itrelated ~~had~~to ~~suspended~~the ~~development~~Litigation, ~~activity~~Myrexis onagreed ~~all~~to of(1) pay ~~its~~AIA ~~preclinical~~approximately $1,525,000, and ~~clinical~~(2) transfer to ~~programs~~AIA all program rights and ~~retained~~assets ~~Stifel~~associated ~~Nicolaus~~with ~~Weisel~~Myrexis’ Hsp90 inhibitor program, ancancer ~~investment~~metabolism ~~banking~~inhibitor ~~firm~~program, and tosmall ~~assist~~molecule inanti-interferon ~~reviewing~~(IKK€/TBK1) ~~and~~inhibitor program (the “Program Assets Transfer”). AIA assumed ~~evaluating~~Myrexis’ aliabilities ~~full~~under ~~range~~the ofprogram ~~strategic~~contracts ~~alternatives~~being transferred to ~~enhance~~AIA ~~shareholder~~and ~~value.~~all ~~Thereafter~~liabilities for the further conduct of the programs, subject, in ~~March~~each ~~2012~~case, to certain exclusions, including liabilities accruing or arising from events occurring prior to the ~~Company~~Program ~~initiated~~Assets anTransfer. ~~alignment~~The ofSettlement ~~its~~Agreement ~~resources~~also ~~involving~~includes a ~~phased~~release ~~reduction~~of inclaims ~~its~~against ~~workforce~~AIA ~~from~~by ~~approximately~~each 59of ~~employees~~Myrexis, ~~to 6~~Myriad ~~employees~~and asMayo. Simultaneously with the delivery of ~~February~~the settlement payment to AIA by Myrexis on December 821, ~~2013.~~2012, the Parties filed a stipulation of dismissal of the Litigation.

Based on the Company’s evaluation of strategic alternatives, it determined to pursue the acquisition of one or more commercial-stage biopharmaceutical assets, with the goal of building a commercial-stage biopharmaceutical company by optimizing their performance and profitability. Integral to these efforts, on May 11, 2012, the Company announced a change in management, including the appointment of Richard B. Brewer as President and Chief Executive Officer and David W. Gryska as Chief Operating Officer. In addition, both Mr. Brewer and Mr. Gryska were appointed as members of the Board of Directors. 4

On ~~August~~December 1521, 2012, ~~the Company~~ ~~announced~~David ~~the death of Richard B~~W. ~~Brewer,~~Gryska ~~its~~informed ~~President~~Myrexis ~~and Chief Executive Officer. The Board~~ of ~~Directors~~his ~~appointed~~resignation ~~David W. Gryska~~ as ~~the~~ Acting President and Chief Executive Officer, ~~while~~Chief ~~considering~~Operating ~~succession~~Officer ~~plans~~ and ~~proceeded to~~ ~~further~~member ~~evaluate~~of the ~~Company’s~~Board ~~strategic direction in light~~ of ~~this~~Directors, ~~development~~effective ~~and~~December 24, ~~the Company’s progress to date in identifying attractive biopharmaceutical assets~~2012.

On ~~November~~January 922, ~~2012~~2013, the Board of Directors ~~concluded~~of ~~that~~the itCompany ~~appeared~~unanimously ~~unlikely~~determined ~~that~~to acancel ~~strategic~~the ~~transaction~~Special atMeeting. The aBoard of Directors decided, after ~~valuation~~extensive ~~materially~~and incareful ~~excess~~consideration of strategic alternatives, to abandon the ~~Company’s~~proposed ~~estimated~~Plan ~~liquidation~~of ~~value~~Dissolution ~~would~~and beinstead, ~~achieved~~the Board of Directors declared a special cash distribution to shareholders in the ~~near~~amount ~~term~~of $2.86 ~~Based~~per onshare. ~~these~~The ~~and~~special ~~other~~cash ~~factors,~~distribution was paid to shareholders of record at the ~~Board~~close of ~~Directors~~business ~~concluded~~on ~~that~~Monday, aFebruary 4, ~~statutory~~2013. ~~dissolution~~The ~~and~~dividend, ~~liquidation~~totaling $78.6 million, was inpaid on February 15, 2013, and the ~~best~~Company’s Common Stock began trading ex-dividend on February 19, 2013. The ~~interests~~Board of Directors also appointed Jonathan M. Couchman as a Class II director of the Company and as its ~~stockholders~~President and ~~therefore~~Chief ~~unanimously~~Executive Officer. ~~adopted~~Mr. aCouchman ~~Plan~~is also the Chairman of ~~Complete~~the ~~Liquidation~~Board, President, CEO and ~~Dissolution~~CFO of Xstelos Holdings, Inc., a related party (see Note 8). Subsequent to Mr. Couchman’s appointment to the ~~“Plan~~Board of ~~Dissolution”)~~Directors, ~~subject~~the remaining members of the Board of Directors, Gerald P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned. On February 13, 2013, Steven Scheiwe and Michael Pearce were appointed to ~~stockholder~~the ~~approval~~Board. On February 28, 2013, Andrea Kendall’s employment as CFO was terminated voluntarily and on March 1, 2013, Mr. Couchman was appointed CFO of Myrexis. Myrexis, under the leadership of Mr. Couchman, will continue its evaluation of strategic alternatives.

~~On December 14, 2012, the Company filed proxy materials with the Securities and Exchange Commission~~ (~~“SEC”~~b) ~~for~~ aBasis ~~special meeting~~ of ~~stockholders~~Accounting ~~on January 23, 2013, to consider~~ and ~~vote upon the Plan of Dissolution (the “Special Meeting”).~~ Combination

AsThe ~~previously~~accompanying ~~disclosed,~~financial statements ~~pursuant~~have tobeen ~~the~~prepared ~~Company’s~~by ~~Separation~~Myrexis ~~and~~in ~~Distribution~~accordance ~~Agreement~~ with ~~Myriad~~U.S. ~~Genetics,~~generally ~~Inc.~~accepted accounting principles (“~~Myriad Genetics~~GAAP”), for ~~dated~~interim ~~June 30,~~financial ~~2009,~~information atand ~~the~~pursuant ~~time~~to ~~of Myrexis’~~the ~~separation~~applicable ~~from~~rules ~~Myriad~~and ~~Genetics,~~regulations ~~Myrexis~~of ~~assumed~~the ~~liability~~SEC. ~~for~~In ~~certain~~the ~~pending~~opinion orof ~~threatened~~management, the ~~legal~~accompanying ~~matters~~financial ~~related~~statements tocontain ~~its~~all ~~business,~~adjustments ~~and~~necessary ~~is obligated~~ to ~~indemnify~~present ~~Myriad~~fairly ~~Genetics~~all ~~for~~financial ~~any~~statements ~~liability~~in ~~arising out of such matters, including~~accordance ~~any~~with ~~costs and expenses of litigating such matters~~GAAP, ~~including~~which ~~payment~~consist of ~~attorneys’~~only ~~fees~~normal ~~incurred~~recurring toadjustments. ~~defend~~The ~~against~~financial ~~claims.~~statements ~~One~~herein ~~such~~should ~~matter,~~be aread ~~lawsuit~~in ~~brought~~conjunction by with the ~~Alzheimer~~Company’s ~~Institute~~audited offinancial ~~America,~~statements ~~Inc.~~and ~~(“AIA”)~~notes ~~against~~thereto ~~Myriad Genetics~~for ~~and~~the ~~its~~fiscal ~~wholly~~year ~~owned~~ended ~~subsidiary~~June 30, ~~Myriad Therapeutics~~2012, ~~Inc.~~included ~~(formerly~~in ~~known~~the Company’s asAnnual ~~Myriad~~Report ~~Pharmaceuticals,~~on ~~Inc.)~~Form ~~(referred~~10-K tofor ~~hereinafter~~the ~~together~~year ~~with~~ended ~~Myriad~~June 30, ~~Genetics~~2012. asOperating ~~“Myriad”),~~results ~~and~~for the ~~Mayo~~three ~~Clinic Jacksonville~~ and ~~Mayo~~nine ~~Foundation~~months ~~for~~ended ~~Medical~~March 31, ~~Education and Research (referred to hereinafter together as “Mayo”)~~2013, ~~asserted~~may ~~that~~not ~~Myriad~~necessarily ~~and~~be ~~Mayo~~indicative ~~infringed certain patents allegedly owned by AIA in connection with Myriad’s research and development~~ of ~~its~~results ~~failed Alzheimer’s drug candidate Flurizan (hereinafter referred~~ to asbe ~~the~~expected ~~“Litigation”).~~for ~~Myrexis,~~any ~~Myriad,~~other ~~Mayo~~interim ~~and~~period ~~AIA~~or ~~are~~for ~~hereinafter referred to collectively as~~ the full ~~“Parties”~~year.

OnThe ~~December 21,~~preparation ~~2012,~~of ~~the Company announced that it entered into a settlement agreement that settled fully and~~financial ~~finally~~statements ~~the Litigation. Pursuant to the terms of the Settlement Agreement,~~ in ~~consideration~~conformity ofwith ~~AIA’s~~GAAP ~~release~~requires ofmanagement ~~claims against and covenant not~~ to ~~sue~~make ~~the~~estimates ~~other~~and ~~Parties~~assumptions ~~for~~that ~~matters~~affect ~~related to~~ the ~~Litigation,~~reported ~~Myrexis~~amounts ~~agreed~~of ~~to (1) pay AIA approximately $1,525,000, and (2) transfer to AIA all program rights and~~ assets ~~associated with Myrexis’ Hsp90 inhibitor program, cancer metabolism inhibitor program, and small molecule anti-interferon (IKK€/TBK1) inhibitor program~~ ~~(the “Program Assets Transfer”). AIA assumed Myrexis’ liabilities under the program contracts being transferred to AIA~~ and ~~all~~ liabilities ~~for~~at the ~~further~~date ~~conduct~~ of the ~~programs,~~financial ~~subject~~statements, inas ~~each~~well ~~case,~~as ~~to certain exclusions, including liabilities accruing or arising from events occurring prior to~~ the ~~Program~~reported ~~Assets~~amounts ~~Transfer. The Settlement Agreement also includes a release~~ of ~~claims~~revenues ~~against AIA by each of Myrexis, Myriad~~ and ~~Mayo.~~expenses ~~Simultaneously~~during ~~with~~ the ~~delivery of the~~reporting ~~settlement~~period. ~~payment~~Actual toresults ~~AIA~~could bydiffer ~~Myrexis~~from onthose ~~December 21, 2012, the Parties filed a stipulation of dismissal of the Litigation~~estimates.

On(2) ~~December 21,~~Marketable ~~2012,~~Investment ~~David W. Gryska informed Myrexis of his resignation as Acting President and Chief Executive Officer, Chief Operating Officer and member of the Board of Directors, effective December 24, 2012.~~ Securities

4The amortized cost, gross unrealized holding gains and losses, and fair value for available-for-sale securities by major security type and class of security at March 31, 2013 and June 30, 2012, were as follows:

			Gross		Gross
			unrealized		unrealized
	Amortized		holding		holding		Estimated
	cost		gains		losses		fair value
(In thousands)
March 31, 2013:
Cash and cash equivalents:
Money market funds	$	844	$	—	$	—	$	844
Certificate of deposit		75		—		—		75
Total	$	919	$	—	$	—	$	919

On January 22, 2013, the Board of Directors of the Company unanimously determined to cancel the Special Meeting. The Board of Directors decided, after extensive and careful consideration of strategic alternatives, to abandon the proposed Plan of Dissolution and instead, the Board of Directors declared a special cash distribution to shareholders in the amount of $2.86 per share. The special cash distribution will be paid to shareholders of record at the close of business on Monday, February 4, 2013. The dividend is expected to be paid on Friday, February 15, 2013, and the common stock is expected to trade ex-dividend commencing on Tuesday, February 19, 2013. The Board of Directors also appointed Jonathan M. Couchman as a Class II director of the Company and as its President and Chief Executive Officer. Subsequent to Mr. Couchman’s appointment to the Board of Directors, the remaining members of the Board of Directors, Gerald P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned. Myrexis, under the leadership of Mr. Couchman, will continue its evaluation of strategic alternatives.

			Gross		Gross
			unrealized		unrealized
	Amortized		holding		holding		Estimated
	cost		gains		losses		fair value
(In thousands)
June 30, 2012:
Available-for-sale:
Money market funds	$	19,707	$	—	$	—	$	19,707
Corporate bonds and notes		53,989		2		—		53,991
Federal agency issues		15,679		2		—		15,681
Total	$	89,375	$	4	$	—	$	89,379

~~Table~~In addition, at March 31, 2013 the Company holds $75,000 restricted cash in a 12-month certificate of ~~Contents~~deposit as collateral for a corporate purchasing card program, which matures in July 2013. On June 30, 2012, the Company held $200,000 restricted cash in an 18-month certificate of deposit as collateral for a corporate purchasing card program and $48,000 in a restricted cash account as collateral for office equipment. These amounts are included in long-term marketable securities on the balance sheet as of March 31, 2013 and June 30, 2012.

(b3) ~~Basis~~Fair ofValue ~~Accounting and Combination~~Measurements

The ~~accompanying~~fair ~~financial~~value ~~statements~~of ~~have~~the ~~been prepared by Myrexis in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim~~ Company’s financial ~~information~~instruments ~~and~~reflects ~~pursuant to~~ the ~~applicable~~amounts ~~rules~~that ~~and regulations of~~ the ~~SEC.~~Company Inestimates ~~the opinion of management, the accompanying financial statements contain all adjustments necessary~~ to ~~present~~receive ~~fairly all financial statements~~ in ~~accordance~~connection with ~~GAAP,~~the ~~which~~sale ~~consist~~ of ~~only~~an ~~normal recurring~~asset ~~adjustments.~~or ~~The financial statements herein should~~ be paid ~~read~~ in ~~conjunction~~connection with the ~~Company’s~~transfer ~~audited~~of ~~financial~~a ~~statements~~liability ~~and~~in ~~notes~~an ~~thereto~~orderly ~~for~~transaction ~~the~~between ~~fiscal~~market ~~year~~participants ~~ended~~at ~~June 30, 2012, included in~~ the ~~Company’s~~measurement ~~Annual Report on~~date ~~Form~~(exit ~~10-K~~price). ~~for~~The ~~the~~fair ~~year~~value ~~ended~~hierarchy ~~June 30,~~prioritizes ~~2012. Operating results for~~ the ~~three~~use ~~and six months ended December 31, 2012, may not necessarily be indicative~~ of ~~results~~inputs toused bein ~~expected~~valuation ~~for~~techniques ~~any~~into ~~other interim period or for~~ the ~~full~~following ~~year.~~three levels:

~~The~~Level ~~preparation~~1—quoted ~~of financial statements~~ prices in ~~conformity~~active ~~with~~markets ~~GAAP~~for ~~requires~~identical ~~management to make estimates and assumptions that affect the reported amounts of~~ assets and liabilities ~~at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period~~. ~~Actual results could differ from those estimates.~~

(Level 2)—observable ~~Marketable~~inputs ~~Investment~~other ~~Securities~~than quoted prices in active markets for identical assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Some of the Company’s marketable securities utilize a third-party pricing service which provides documentation on an ongoing basis that includes, among other things, pricing information with respect to reference data, methodology, inputs summarized by asset class, pricing application, corroborative information, etc. The documentation includes consensus price or weighted average based on reported trades, broker/dealer quotes, benchmark securities, bids, offers, and reference data including market research publications. Also included are data from the vendor trading platform. We review, test and validate this information as appropriate.

~~The~~Level ~~amortized cost, gross unrealized holding gains and losses, and fair value for available-for-sale~~3—unobservable ~~securities by major security type and class of security at December 31, 2012 and June 30, 2012, were as follows:~~ inputs.

	Amortizedcost		Grossunrealizedholdinggains		Grossunrealizedholdinglosses		Estimatedfair value
(In thousands)
December 31, 2012:
Available-for-sale:
Money market funds	$	43,724	$	—	$	—	$	43,724
Corporate bonds and notes		25,498		—		—		25,498
Federal agency issues		11,434		2		—		11,436
Total	$	80,656	$	2	$	—	$	80,658

The substantial majority of the Company’s financial instruments are valued using quoted prices in active markets or based on other observable inputs. The following table sets forth the fair value of the Company’s financial assets that the Company re-measured at March 31, 2013, and June 30, 2012:

	Amortizedcost		Grossunrealizedholdinggains		Grossunrealizedholdinglosses		Estimatedfair value
(In thousands)	Level 1		Level 2		Level 3		Total
(In thousands)
March 31, 2013
June 30, 2012:
Cash and cash equivalents:
Available-for-sale:
Money market funds	$	844	$	—	$	—	$	844
Money market funds	$	19,707	$	—	$	—	$	19,707
Certificate of deposit		—		75		—		75
Corporate bonds and notes		53,989		2		—		53,991
Total	$	844	$	75	$	—	$	919
Federal agency issues		15,679		2		—		15,681
Total	$	89,375	$	4	$	—	$	89,379

In addition, the Company holds $75,000 restricted cash in a 12-month certificate of deposit as collateral for a corporate purchasing card program and $48,000 in a restricted cash account as collateral for office equipment. On June 30, 2012, the Company held $200,000 restricted cash in an 18-month certificate of deposit as collateral for a corporate purchasing card program and $48,000 in a restricted cash account as collateral for office equipment. These amounts are included in long-term marketable securities on the balance sheet as of December 31, 2012 and June 30, 2012.

(In thousands)	Level 1		Level 2		Level 3		Total
June 30, 2012
Money market funds	$	19,707	$	—	$	—	$	19,707
Corporate bonds and notes		—		53,991		—		53,991
Federal agency issues		—		15,681		—		15,681
Total	$	19,707	$	69,672	$	—	$	89,379

~~Maturities of debt securities classified as available-for-sale are as follows at December 31, 2012:~~ 6

	Amortizedcost		Estimatedfair value
(In thousands)
December 31, 2012:
Available-for-sale:
Due within one year	$	36,932	$	36,934
Due after one year through three years		—		—
	$	36,932	$	36,934

In conjunction with the suspension of all development activities, the Company evaluated its equipment and management committed to a plan to sell the Company’s laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $974,000. Equipment held for sale is no longer subject to depreciation, and is recorded at the lower of depreciated carrying value or fair market value less costs to sell. The fair value of the equipment was determined by using broker quotes for similar assets. The Company has classified the inputs used for determining the fair value of these assets as Level 2 in the fair value hierarchy. All such equipment had been sold as of March 31, 2013.

6(4) Earnings Per Share

~~Table~~The loss per basic and diluted share is calculated by dividing net loss by the weighted-average number of ~~Contents~~shares outstanding during the reported period. For the three and nine months ended March 31, 2013, there were outstanding potential common equivalent shares of 1,311,369 and 1,759,388, respectively, compared to 3,020,086 and 2,716,187, respectively, in the same periods in 2012, which were excluded from the computation of diluted earnings per share because the effect would have been anti-dilutive. These potential dilutive common equivalent shares may be dilutive to basic earnings per share in future periods.

~~(3)~~The ~~Fair~~calculation ~~Value~~of ~~Measurements~~diluted loss per share is the same as the basic loss per share since the inclusion of any potentially dilutive securities would be anti-dilutive.

The fair value of the Company’s financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or be paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (~~exit price~~5). ~~The~~Share-Based ~~fair value hierarchy prioritizes the use of inputs used in valuation techniques into the following three levels:~~ Compensation

~~Level~~The ~~1—quoted~~Company ~~prices~~recognizes incompensation ~~active~~expense ~~markets~~using a fair-value based method for ~~identical~~costs ~~assets~~related to stock options and ~~liabilities~~other equity-based compensation. The expense is measured based on the grant date fair value of the awards that are expected to vest, and the expense is recorded over the applicable requisite service period. In the absence of an observable market price for a share-based award, the fair value is based upon a valuation methodology that takes into consideration various factors, including the exercise price of the award, the expected term of the award, the current price of the underlying shares, the expected volatility of the underlying share price based on peer companies, the expected dividends on the underlying shares and the risk-free interest rate.

~~Level~~The ~~2—observable~~Company ~~inputs~~has ~~other~~adopted ~~than quoted prices in active markets~~two ~~for~~equity ~~identical~~incentive ~~assets~~plans, ~~and~~the ~~liabilities;~~Myrexis, ~~quoted~~Inc. ~~prices~~2009 inEmployee, ~~markets~~Director ~~that~~and ~~are~~Consultant ~~not~~Equity ~~active;~~Incentive orPlan ~~other~~(the ~~inputs~~“Equity ~~that~~Incentive Plan”) ~~are~~and ~~observable~~the orMyrexis, ~~can~~Inc. be2009 ~~corroborated~~Employee byStock ~~observable~~Purchase ~~market~~Plan ~~data for substantially~~ (the ~~full term of the assets or liabilities~~“ESPP”). ~~Some~~The ~~of the~~ Company’s ~~marketable~~is ~~securities~~authorized ~~utilize~~to issue a ~~third-party~~total ~~pricing~~of ~~service~~10,063,259 ~~which~~shares ~~provides~~under ~~documentation~~the onplans. anAt ~~ongoing~~March ~~basis that includes~~31, ~~among other things~~2013, ~~pricing~~there ~~information~~are ~~with respect to reference data~~1, ~~methodology~~181,354 ~~inputs~~shares ~~summarized~~outstanding ~~by asset~~under ~~class,~~the ~~pricing application~~Plans, ~~corroborative~~with ~~information,~~a weighted ~~etc.~~average ~~The~~exercise ~~documentation includes consensus~~ price orof ~~weighted~~$3.79. ~~average~~Total ~~based~~shares onexercisable ~~reported~~at ~~trades,~~March ~~broker/dealer quotes~~31, ~~benchmark~~2013 ~~securities,~~is ~~bids~~1, ~~offers~~179,881, ~~and~~with ~~reference~~a ~~data~~weighted ~~including~~average ~~market~~exercise ~~research~~price ~~publications.~~of ~~Also included are data from the vendor trading platform~~$3. ~~We review, test and validate this information as appropriate~~79.

~~Level~~The ~~3—unobservable~~Company’s ~~inputs.~~Equity Incentive Plan provides for the issuance of Common Stock based awards, including restricted stock, restricted stock units, stock options, stock appreciation rights and other equity based awards to its directors, officers, employees and consultants.

The ~~substantial~~Company’s ~~majority~~ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, ~~Company~~as amended. Full-time employees of Myrexis who will own less than five percent of Myrexis’s ~~financial~~outstanding ~~instruments~~shares of Common Stock are ~~valued~~eligible ~~using~~to ~~quoted~~contribute ~~prices~~a inpercentage ~~active~~of ~~markets~~their orbase ~~based~~salary, onsubject ~~other~~to ~~observable~~certain ~~inputs~~limitations, over the course of six-month offering periods for the purchase of shares of Common Stock. The ~~following~~purchase ~~table~~price ~~sets~~for ~~forth~~shares of Common Stock purchased under the ESPP will equal 85 percent of the fair market value of a share of Common Stock at the ~~Company’s~~beginning ~~financial~~or ~~assets~~end ~~that~~of the ~~Company~~relevant resix-~~measured at~~month ~~December 31,~~offering ~~2012~~period, ~~and~~whichever ~~June 30,~~is ~~2012:~~ lower.

(In thousands)	Level 1		Level 2		Level 3		Total
December 31, 2012
Money market funds	$	43,724	$	—	$	—	$	43,724
Corporate bonds and notes		—		25,499		—		25,499
Federal agency issues		—		11,436		—		11,436
Total	$	43,724	$	36,935	$	—	$	80,659

Share-based compensation expense recognized for Myrexis employees included in the statements of operations for the three and nine months ended March 31, 2013 and 2012 was as follows:

(In thousands)	Level 1		Level 2		Level 3			Total
	Three Months Ended March 31,				Nine Months Ended March 31,
June 30, 2012
(In thousands)	2013		2012		2013			2012
Money market funds	$	19,707	$	—	$	—		$	19,707
Research and development	$	—	$	156	$	(37	)	$	695
Corporate bonds and notes		—		53,991		—			53,991
General and administrative		30		132		402			596
Federal agency issues		—		15,681		—			15,681
Total employee stock-based compensation expense	$	30	$	288	$	365		$	1,291
Total	$	19,707	$	69,672	$	—		$	89,379

In conjunction with the suspension of all development activities, the Company has evaluated its equipment and management has committed to a plan to sell the Company’s laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $974,000. Equipment held for sale is no longer subject to depreciation, and is recorded at the lower of depreciated carrying value or fair market value less costs to sell. The fair value of the equipment was determined by using broker quotes for similar assets. The Company has classified the inputs used for determining the fair value of these assets as Level 2 in the fair value hierarchy. All such equipment had been sold as of December 31, 2012. 7

7During the three months ended March 31, 2013, the Company did not grant options or restricted stock units under the Equity Incentive Plan. During the nine months ended March 31, 2013, the Company granted 60,000 options and 56,800 restricted stock units under the Equity Incentive Plan. The weighted-average option exercise price was $2.65 per share for options and the weighted-average grant price was $2.65 per share for restricted stock units.

~~Table~~During the three months ended March 31, 2013, 265,041 stock options were exercised at a weighted average price of ~~Contents~~$2.50 per share. During the nine months ended March 31, 2013, 598,755 stock options were exercised at a weighted average price of $2.33 per share. As of March 31, 2013, unrecognized compensation expense related to the unvested portion of stock options granted to Myrexis employees was $0.

~~(4)~~The ~~Earnings~~fair ~~Per~~value ~~Share~~of each option grant is estimated on the grant date using the Black-Scholes option pricing model. Expected option lives were based on historical option lives under the Myrexis equity compensation plan and volatilities used in fair value calculations are based on a benchmark of peer companies with similar expected option lives. The related expense is recognized on a straight-line basis over the vesting period.

~~The~~Eligible ~~loss~~Myrexis ~~per basic and diluted share is calculated by dividing net loss by the weighted-average number of shares~~employees ~~outstanding~~participated ~~during~~in the ~~reported~~ESPP offering period. ~~For~~that ~~the~~began ~~three~~June 1, 2012 and ~~six~~closed ~~months ended December~~November 3130, 2012,. ~~there~~Expense ~~were~~associated ~~outstanding~~with Myrexis ~~potential~~employees ~~common~~participating ~~equivalent~~in ~~shares~~the ofESPP ~~1,886,671~~was ~~and~~approximately ~~1,979,230,~~$0 ~~respectively, compared to 2,879,978~~ and 2$9,~~553~~000,~~457,~~ respectively, in for the ~~same~~three ~~periods~~and innine ~~2011~~months ended March 31, ~~which~~2013. ~~were~~During ~~excluded from~~ the ~~computation~~three ofand ~~diluted~~nine ~~earnings~~months ~~per~~ended ~~share~~March ~~because~~31, ~~the~~2013, ~~effect~~there ~~would~~were ~~have~~0 ~~been~~and ~~anti-dilutive.~~13,085 ~~These potential dilutive common equivalent~~ shares ~~may~~issued befor ~~dilutive~~total ~~to basic earnings per share in~~proceeds ~~future~~of ~~periods.~~approximately $26,600.

~~The~~(6) ~~calculation~~Income ~~of diluted loss per share is the same as the basic loss per share since the inclusion of any potentially dilutive securities would be anti-dilutive.~~ Taxes

~~(5)~~In ~~Share-Based~~accordance ~~Compensation~~with the interim reporting requirements, the Company uses an estimated annual effective rate for computing its provision for income taxes. The effective rate was zero for each of the three and nine month periods ended March 31, 2013 and 2012.

The Company ~~recognizes~~reduces ~~compensation~~deferred tax ~~expense~~assets ~~using~~by a ~~fair-value~~valuation ~~based~~allowance ~~method~~if, ~~for costs related to stock options and other equity-~~based ~~compensation. The expense is measured based~~ on the ~~grant~~weight ~~date fair value~~ of ~~the awards that are expected to vest~~evidence, ~~and~~it ~~the expense~~ is ~~recorded~~more ~~over~~likely ~~the~~than ~~applicable~~not ~~requisite~~that ~~service~~some ~~period.~~portion Inor ~~the~~all ~~absence~~ of an ~~observable market price for a share-based award,~~ the ~~fair~~deferred ~~value~~tax isassets ~~based~~will ~~upon~~not abe ~~valuation~~realized. ~~methodology~~At ~~that~~March ~~takes into consideration various factors~~31, ~~including~~2013 the ~~exercise~~Company ~~price~~has ofcertain ~~the~~deferred ~~award,~~tax ~~the expected term of the award~~assets, ~~the~~primarily ~~current~~from ~~price of the~~NOLs ~~underlying~~and ~~shares,~~research ~~the~~and ~~expected~~development ~~volatility~~tax ofcredits ~~the~~generated ~~underlying~~since ~~share~~June 30, ~~price based on peer companies~~2009, ~~the~~which ~~expected~~have ~~dividends~~been onoffset ~~the~~in ~~underlying~~total ~~shares~~by ~~and~~a ~~the~~valuation ~~risk-free interest rate~~allowance.

The Company has adopted ~~two~~Accounting for ~~equity~~Uncertainty ~~incentive~~in ~~plans,~~Income Taxes. For the ~~Myrexis,~~three ~~Inc.~~months ~~2009~~ended ~~Employee~~March 31, ~~Director~~2013 and ~~Consultant~~2012, ~~Equity~~the Company recorded approximately $51,000 ~~Incentive~~and ~~Plan~~$13,000, (respectively, of additional liability for unrecognized tax benefits related to research tax credits. On January 2, 2013 the ~~“Equity~~American ~~Incentive~~Taxpayer ~~Plan~~Relief Act (”ATRA”) ~~and~~was enacted which reinstated the ~~Myrexis~~credit for increasing research activities. This credit had previously expired for qualified research expenses incurred after December 31, ~~Inc~~2011. ~~2009~~As ~~Employee~~a ~~Stock~~result ~~Purchase~~of ~~Plan~~the (reinstatement of the ~~“ESPP”)~~research credit, the Company qualified for estimated additional research credit of $328,000 for expenses incurred subsequent to December 31, 2011. The ~~Company~~additional estimated credit is ~~authorized~~recorded in the quarter ended March 31, 2013 to ~~issue~~coincide awith ~~total~~the enactment of 10the ATRA during the quarter. The $51,~~063~~000 additional liability for unrecognized tax benefits recorded during the three months ended March 31,~~259~~ ~~shares~~2013 ~~under~~is wholly due to the ~~plans~~increase in the estimated research credit. The Company includes any interest and penalties associated with any unrecognized tax benefits within the provision for income taxes on the statement of operations. At March 31, 2013, the uncertain tax liability is approximately $717,000. The Company does not anticipate any material changes in the liability for unrecognized benefits in the next 12 months.

~~The~~At March 31, 2013, the Company’s had ~~Equity~~Federal ~~Incentive~~and ~~Plan~~State ~~provides~~net operating loss carryforwards of approximately $142,512,000, of which $14,370,000 is attributable to excess tax benefits for which no deferred tax asset has been established. In addition, the ~~issuance~~Company had Federal research credit carryforwards of ~~common~~$2,996,000 ~~stock~~and ~~based~~Utah ~~awards~~research credit carryforwards of $1,063,000. ~~including~~These ~~restricted~~carryforward tax benefits can be used in certain circumstances ~~stock~~to offset future tax liabilities. Pursuant to Sections 382 and 383 of the Internal Revenue Code, ~~restricted~~with ~~stock~~which ~~units~~Utah complies, ~~stock~~the Company’s ~~options~~use of the carryforward tax benefits may be limited in any given year as a result of certain changes in the Company’s ownership, ~~stock~~including ~~appreciation~~significant ~~rights~~increases ~~and~~in ~~other~~ownership ~~equity~~by ~~based~~the ~~awards~~Company’s to5-percent shareholders. While the Company believes that its ~~directors,~~carryforward ~~officers~~tax benefits as of March 31, ~~employees~~2013 are not limited under Sections 382 and ~~consultants~~383, significant changes in ownership in the future may limit such usage. In March 2012, in an effort to protect the use of its carryforward tax benefits, the Company adopted a Tax Benefits Preservation Rights Plan that discourages significant changes in ownership of the Company’s stock that might limit the use of the Company’s carryforward tax benefits.

~~The~~On April 26, 2013, at the Company’s ~~ESPP~~2012 isAnnual ~~intended~~Meeting toof ~~qualify~~shareholders as(the “2012 Annual Meeting), shareholders approved an ~~“employee~~amendment ~~stock~~to ~~purchase~~the Company’s ~~plan~~Certificate of Incorporation (the “Protective Amendment”) designed to prevent certain transfers of the Company’s Common Stock that could result in an ownership change under Section ~~423~~ of382 and, therefore, materially inhibit the ~~Internal~~Company’s ~~Revenue~~ability ~~Code~~to ofuse ~~1986,~~its asNOLs ~~amended.~~and ~~Full-time~~Tax ~~employees~~Attributes ofto ~~Myrexis~~reduce ~~who~~its future income tax liability, in ~~will~~order ~~own~~to ~~less~~preserve ~~than~~the ~~five~~tax ~~percent~~treatment of ~~Myrexis~~the Company’s ~~outstanding~~net ~~shares~~operating losses and other tax benefits. The Protective Amendment’s transfer restrictions generally restrict any direct or indirect transfer of ~~common~~the ~~stock~~Company’s ~~are~~Common ~~eligible~~Stock if the effect would be to ~~contribute~~increase athe ~~percentage~~direct or indirect ownership of ~~their~~any ~~base~~Person ~~salary,~~(as ~~subject~~defined in the Protective Amendment) from less than 4.75% to 4.75% ~~certain~~or ~~limitations~~more of the Company’s Common Stock, ~~over~~or increase the ~~course~~ownership percentage of ~~six-month~~a ~~offering~~Person ~~periods~~owning ~~for~~or ~~the~~deemed ~~purchase~~to ofown 4.75% ~~shares~~or more of ~~common~~the ~~stock~~Company’s Common Stock. ~~The~~Any ~~purchase~~direct ~~price~~or ~~for~~indirect ~~shares~~transfer attempted in violation of ~~common~~this ~~stock~~restriction ~~purchased~~would ~~under~~be void as of the ~~ESPP~~date ~~will~~of ~~equal~~the 85prohibited ~~percent~~transfer ofas to the ~~fair~~purported ~~market~~transferee. ~~value~~The ofProtective aAmendment ~~share~~permits the Board to approve transfers of ~~common~~the ~~stock~~Company’s atCommon Stock that would otherwise violate the ~~beginning~~transfer orrestrictions ~~end~~in the Protective Amendment if it determines that the approval is in the best interests of the ~~relevant~~Company. ~~six-month~~The ~~offering~~Protective ~~period,~~Amendment ~~whichever~~was isfiled with the Secretary ~~lower.~~of State of Delaware on April 29, 2013.

~~Share-based compensation expense recognized for Myrexis employees included in the statements of operations for the three and six months ended December 31, 2012 and 2011 was as follows:~~ 8

	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2012		2011		2012			2011
Research and development	$	16	$	204	$	(37	)	$	539
General and administrative		144		314		372			464
Total employee stock-based compensation expense	$	160	$	518	$	335		$	1,003

(7)

Commitments and Contingencies

~~During~~Our ~~the~~former ~~three~~parent ~~months~~Myriad ~~ended December 31~~Genetics, Inc. ~~2012,~~(“MGI”) had entered into a license agreement (the ~~Company~~“License ~~did~~Agreement”) ~~not~~for ~~grant~~exclusive ~~options~~rights to utilize orcertain ~~restricted~~intellectual ~~stock~~property ~~units~~rights ~~under~~related to the ~~Equity~~drug ~~Incentive~~candidate ~~Plan.~~Azixa ~~During~~with ~~the~~Maxim ~~six~~Pharmaceuticals, ~~months~~Inc. ~~ended~~and ~~December 31~~Cytovia, ~~2012,~~Inc. ~~the~~All licensed ~~Company~~rights ~~granted~~of ~~60,000~~Maxim ~~options~~ and ~~56,800~~Cytovia ~~restricted~~were ~~stock~~subsequently ~~units~~acquired ~~under~~by ~~the~~EpiCept ~~Equity~~Corporation, ~~Incentive~~and ~~Plan.~~Maxim, ~~The~~Cytovia ~~weighted-average~~and ~~option~~EpiCept ~~exercise~~are collectively ~~price~~referred ~~was~~to ~~$2.65~~herein ~~per~~as ~~share~~EpiCept. ~~for~~Pursuant ~~options~~to ~~and~~ the ~~weighted-average~~separation ~~grant~~agreement ~~price~~with ~~was~~MGI, ~~$2.65~~Myrexis ~~per~~assumed ~~share~~all ~~for~~rights ~~restricted~~and ~~stock~~obligations ~~units.~~under the License Agreement.

~~During~~In ~~the~~September ~~three~~2011, ~~months~~Myrexis announced ~~ended~~that ~~December~~it had suspended any further development of Azixa. On August 3128, 2012, ~~stock~~Myrexis ~~options~~provided ~~for~~EpiCept ~~319,313~~notice ~~shares~~of ~~were~~termination of ~~exercised~~the atLicense aAgreement ~~weighted~~following ~~average~~its ~~price~~election to terminate all of ~~$2.21~~its ~~per~~efforts ~~share.~~to ~~During~~develop ~~the~~and ~~six~~commercialize ~~months~~Azixa ~~ended~~in ~~December~~any major market as such products and markets are defined in the agreement. On January 314, ~~2012~~2013, Myrexis and EpiCept entered into an ~~stock~~Asset ~~options~~Purchase ~~for~~Agreement ~~333,714~~(the ~~shares~~“APA”) ~~were~~which ~~exercised~~expressly atterminated athe ~~weighted~~License ~~average~~Agreement ~~price~~and ofassigned ~~$2.19.~~to AsEpiCept ofrights in ~~December 31,~~intellectual ~~2012~~property, ~~unrecognized~~regulatory ~~compensation~~filings ~~expense~~and certain other assets of Myrexis related to its Azixa development program for $1.00. The APA expressly terminates the ~~unvested~~License ~~portion~~Agreement without further liability of ~~stock~~either ~~options~~Myrexis ~~granted~~or toEpiCept. Myrexis ~~employees~~has ~~was~~no ~~approximately~~further $0obligation for royalty or milestone payments to EpiCept.3 ~~million,~~The ~~which~~APA ~~will~~provides for certain royalty and milestone payments to be ~~recognized~~made to ~~over~~Myrexis should EpiCept or its licensee develop and commercialize a ~~weighted-average~~product ~~period~~using ofintellectual ~~1.56~~property ~~years.~~rights transferred to EpiCept under the APA.

(8) Reorganization

~~Table~~In conjunction with the March 2012 reorganization, the Company determined that there were indicators of ~~Contents~~impairment of certain fixed assets, based on quoted market prices, and evaluated whether the carrying value of assets with impairment indicators is recoverable. Impairment charges of $282,000 were recorded in the year ended June 30, 2012, in conjunction with the March 2012 reorganization. During the nine months ended March 31, 2013, management reviewed the carrying value of certain fixed assets and recorded an additional $20,000 of impairment loss which is reflected in the statement of operations and comprehensive loss in general and administrative.

~~The~~As ~~fair~~of ~~value~~June 30, of2012, the ~~each~~Company ~~option~~evaluated ~~grant~~its isequipment ~~estimated~~and onmanagement ~~the~~has ~~grant~~committed ~~date~~to ~~using~~a plan to sell the ~~Black-Scholes~~ ~~option~~Company’s ~~pricing~~laboratory ~~model~~equipment. ~~Expected~~Equipment categorized ~~option~~as ~~lives~~equipment ~~were~~held ~~based~~for sale on ~~historical~~the ~~option~~balance ~~lives~~sheet ~~under~~at ~~the~~June 30, ~~Myrexis~~2012 ~~equity~~totaled ~~compensation~~$974,000. ~~plan~~Equipment held for sale is no longer subject to depreciation, and ~~volatilities~~is ~~used~~recorded inat the lower of depreciated carrying value or fair market value ~~calculations~~less ~~are~~costs ~~based~~to sell. onFor athe ~~benchmark~~three ofand ~~peer~~nine ~~companies~~months ended March 31, 2013, the Company sold assets with ~~similar expected~~a ~~option~~net ~~lives.~~book ~~The~~value ~~related~~of ~~expense~~$80,000 isand ~~recognized~~$1.2 million, onrespectively, recognizing a ~~straight-line~~net ~~basis~~loss ~~over~~of ~~the~~$34,000 ~~vesting~~and ~~period~~gain of $271,000, respectively. These results are reflected in other income in the statement of operations and comprehensive loss.

~~Eligible~~In ~~Myrexis~~connection ~~employees~~with ~~participated~~the wind down of the Company’s operations, and the pursuit of other strategic alternatives, the Company recorded $0.8 million in one-time severance costs in the ~~ESPP~~three ~~offering~~months ~~period~~ended ~~that~~March ~~began~~31, ~~June 1~~2013. Of this amount, ~~2012~~$0.6 ~~and~~million ~~closed~~was paid during the three months ended March ~~November 30~~31, ~~2012~~2013, and $0.2 ~~Expense~~million ~~associated~~was ~~with~~accrued ~~Myrexis~~and ~~employees~~is ~~participating~~expected to be paid during the fourth fiscal quarter. These one-time expenses, which are reflected in the ~~ESPP~~statement ~~was~~of ~~approximately~~operations and comprehensive loss, include $3763,000 in general and administrative and $916,000, in ~~respectively,~~research and development for the three and ~~six~~nine months ended ~~December~~ March 31, ~~2012~~2013.

On February 27, 2013, Xstelos Corp. (6“Xstelos”) ~~Income~~and ~~Taxes~~Myrexis entered into a stock purchase agreement (the “Stock Purchase Agreement”). Pursuant to terms of such stock purchase agreement, Myrexis agreed to issue and sell to Xstelos 7,000,000 shares of Myrexis’s Common Stock, representing approximately 20% of all outstanding Myrexis Common Stock after giving effect to such sale (the “Sale”). The shares were sold for an aggregate purchase price of approximately $250,000. Xstelos also agreed to provide to Myrexis services pursuant to the terms of an Intercompany Services Agreement (described below) as well as consent to Mr. Couchman serving as Myrexis’s Chief Financial Officer. Steven D. Scheiwe, a member of the Xstelos Holdings, Inc. Board of Directors, serves on the Board of Directors of Myrexis.

In ~~accordance~~connection with the ~~interim~~Sale, Myrexis ~~reporting~~entered ~~requirements,~~into a letter agreement (the ~~Company~~“Letter ~~uses~~Agreement”) dated February 27, 2013 with Xstelos pursuant to which Myrexis granted to Xstelos an ~~estimated~~exemption ~~annual~~under ~~effective~~Section 29 of Myrexis’s Tax Benefits Shareholder Rights Agreement, embodying ~~rate~~a ~~for~~shareholder ~~computing~~rights ~~its~~plan ~~provision~~adopted ~~for~~on ~~income~~March ~~taxes~~29, 2012 to protect the use of Myrexis’s net operating losses and certain other tax attributes. ~~The~~Under ~~effective~~the ~~rate~~exemption, ~~was~~Xstelos ~~zero~~must ~~for~~not ~~each~~at ofany time represent more than the ~~three~~lesser of (i) 30% of Myrexis‘s outstanding Common Stock and ~~six~~(ii) ~~month~~the ~~periods~~maximum ~~ended~~percentage ~~December 31~~ownership of Myrexis’s outstanding Common Stock from time to time such that an ownership change would not have occurred for purposes of Section 382 of the Internal Revenue Code of 1986, ~~2012~~as amended, and ~~2011.~~the Treasury Regulations thereunder.

The Company reduces deferred tax assets by a valuation allowance if, based on the weight of evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. At December 31, 2012 the Company has certain deferred tax assets, primarily from net operating losses or NOLs and research and development tax credits generated since June 30, 2009, which have been offset in total by a valuation allowance. 9

~~The~~On ~~Company~~February ~~has adopted Accounting for Uncertainty in Income Taxes. For the three months ended December 31~~27, ~~2012 and 2011~~2013, ~~the Company recorded approximately $0~~ Xstelos and ~~$43,000,~~Myrexis ~~respectively,~~entered ofinto ~~additional~~an ~~liability~~Intercompany ~~for~~Services ~~unrecognized~~Agreement. ~~tax~~Pursuant ~~benefits related~~ to ~~research tax credits. For~~ the ~~six~~Intercompany ~~months~~Services ~~ended December 31~~Agreement, ~~2012~~Xstelos ~~and~~agreed ~~2011,~~to provide ~~the~~Myrexis ~~Company~~with ~~recorded~~certain ~~approximately $0 and $89~~administrative,~~000,~~ ~~respectively~~management, ofaccounting ~~additional~~and ~~liability~~information services for ~~unrecognized~~one ~~tax~~year ~~benefits~~in ~~related~~exchange tofor ~~research~~a ~~tax~~fee of ~~credit~~$25,000. The ~~Company~~Intercompany ~~includes~~Services ~~any interest~~Agreement ~~and~~will ~~penalties~~terminate ~~associated~~upon ~~with~~30 ~~any~~days ~~unrecognized~~upon ~~tax~~written ~~benefits~~notice ~~within~~given ~~the~~to ~~provision for income taxes on~~ the ~~statement~~other ~~of operations~~party. ~~The~~No ~~Company~~fees were ~~does~~accrued ~~not~~for ~~anticipate any material changes in~~ the ~~liability~~period ~~for~~ended ~~unrecognized~~March ~~benefits~~31, ~~in the next 12 months~~2013.

AsItem of December 31, 2012, the Company had Federal and State net operating loss carryforwards of approximately $137,804,000, of which $14,386,000 is attributable to excess tax benefits for which no deferred tax asset has been established. In addition, the Company had Federal research credit carryforwards of $2~~,650,000 and Utah research credit carryforwards of $1,082,000~~. These carryforward tax benefits can be used in certain circumstances to offset future tax liabilities. Pursuant to Sections 382 and 383 of the Internal Revenue Code, with which Utah complies, the CompanyManagement’s ~~use~~Discussion ~~of the~~and ~~carryforward~~Analysis ~~tax benefits may be limited in any given year as a result~~ of ~~certain~~Financial ~~changes~~Condition in the Company’s ownership, including significant increases in ownership by the Company’s 5-percent shareholders. While the Company believes that its carryforward tax benefits as of December 31, 2012 are not limited under Sections 382 and ~~383,~~Results ~~significant changes in ownership in the future may limit such usage. In March 2012, in an effort to protect the use~~ of its carryforward tax benefits, the Company adopted a Tax Benefits Preservation Rights Plan that discourages significant changes in ownership of the Company’s stock that might limit the use of the Company’s carryforward tax benefitsOperations.

~~(7)~~You ~~Commitments~~should read this discussion together with the financial statements, related notes and ~~Contingencies~~other financial information included elsewhere in this Quarterly Report on Form 10-Q. The following discussion may contain predictions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2012 filed with the Securities and Exchange Commission, as supplemented under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q. These risks could cause our actual results to differ materially from any future performance suggested below.

~~Our~~Overview former parent Myriad Genetics, Inc. (“MGI”) had entered into a license agreement (the “License Agreement”) for exclusive rights to utilize certain intellectual property rights related to the drug candidate Azixa with Maxim Pharmaceuticals, Inc. and Cytovia, Inc. All licensed rights of Maxim and Cytovia were subsequently acquired by EpiCept Corporation, and Maxim, Cytovia and EpiCept are collectively referred to herein as EpiCept. Pursuant to the separation agreement with MGI, Myrexis assumed all rights and obligations under the License Agreement.

InPrior ~~September~~to ~~2011~~February 2012, Myrexis ~~announced~~was ~~that~~a itbiopharmaceutical company ~~had~~that ~~suspended~~generated ~~any~~a ~~further~~pipeline ~~development~~ of ~~Azixa.~~differentiated Ondrug ~~August 28,~~candidates ~~2012, Myrexis~~in ~~provided~~oncology ~~EpiCept~~and ~~notice~~autoimmune ofdiseases. ~~termination~~In ofFebruary ~~the~~2012, ~~License~~we ~~Agreement~~announced that ~~following~~we ~~its~~had ~~election~~suspended todevelopment ~~terminate~~activity on all of ~~its~~our ~~efforts~~preclinical ~~to develop~~ and ~~commercialize~~clinical ~~Azixa~~programs ~~in any major market as such products~~ and ~~markets~~retained ~~are~~Stifel ~~defined~~Nicolaus ~~in the agreement. On January 4~~Weisel, ~~2013, Myrexis and EpiCept entered into~~ an ~~Asset~~investment ~~Purchase~~banking ~~Agreement~~firm, ~~(the “APA”) which expressly terminated the License Agreement and assigned~~ to ~~EpiCept~~assist ~~rights~~ in ~~intellectual~~reviewing ~~property,~~and ~~regulatory~~evaluating ~~filings~~a ~~and~~full ~~certain~~range ~~other assets~~ of ~~Myrexis~~strategic ~~related~~alternatives to ~~its~~enhance ~~Azixa development program~~shareholder value. ~~The~~Thereafter, ~~APA~~in ~~expressly~~March ~~terminates~~2012, ~~the~~we ~~License~~initiated ~~Agreement~~an ~~without~~alignment ~~further liability~~ of ~~either~~our ~~Myrexis~~resources orinvolving ~~EpiCept.~~a ~~Myrexis~~phased ~~has~~reduction noin ~~further~~our ~~obligation~~workforce ~~for royalty or milestone payments to EpiCept.~~from ~~The~~approximately ~~APA~~59 ~~provides~~employees ~~for certain royalty and milestone payments~~ to be1 ~~made~~current toemployee ~~Myrexis~~as ~~should~~of ~~EpiCept~~March 31, ~~or its licensee develop and commercialize a product using intellectual property rights transferred to EpiCept under the APA~~2013.

~~(8)~~Based ~~Reorganization~~on an evaluation of strategic alternatives, we determined to pursue the acquisition of one or more commercial-stage biopharmaceutical assets, with the goal of building a commercial-stage biopharmaceutical company by optimizing their performance and profitability. Integral to these efforts, on May 11, 2012, we announced a change in management, including the appointment of Richard B. Brewer as President and Chief Executive Officer and David W. Gryska as Chief Operating Officer. In addition, both Mr. Brewer and Mr. Gryska were appointed as members of the Board of Directors.

InOn ~~conjunction~~August 15, ~~with~~2012, we announced the death ~~March~~of ~~2012~~Richard B. ~~reorganization~~Brewer, the Company’s ~~determined~~President ~~that~~and ~~there~~Chief ~~were~~Executive ~~indicators~~Officer. The Board of Directors appointed David W. ~~impairment~~Gryska ofas ~~certain~~the ~~fixed~~Acting ~~assets,~~President ~~based~~and onChief ~~quoted~~Executive ~~market~~Officer ~~prices,~~while considering succession plans and ~~evaluated~~proceeded ~~whether~~to further evaluate the ~~carrying~~Company’s ~~value~~strategic direction in light of ~~assets~~this ~~with~~development ~~impairment~~and our progress to date in identifying attractive biopharmaceutical assets.

On November 9, 2012, the Board of Directors concluded that it appeared unlikely that a strategic transaction at a valuation materially in excess of our estimated liquidation value would be achieved in the near term. Based on these and other factors, the Board of Directors concluded that a statutory dissolution and liquidation was in the best interests of the Company and its stockholders and therefore unanimously adopted a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”), subject to stockholder approval.

~~Table~~On December 14, 2012, we filed proxy materials with the Securities and Exchange Commission for a Special Meeting of ~~Contents~~stockholders on January 23, 2013, to consider and vote on the Plan of Dissolution.

As previously disclosed, pursuant to our ~~indicators~~Separation isand ~~recoverable~~Distribution Agreement with Myriad Genetics, Inc. (“Myriad Genetics”), dated June ~~Impairment~~30, ~~charges~~2009, at the time of ~~$281~~Myrexis’ separation from Myriad Genetics,~~000~~ ~~were~~Myrexis ~~recorded~~assumed inliability ~~the~~for ~~year~~certain ~~ended~~pending ~~June 30,~~or ~~2012~~threatened legal matters related to its business, inand ~~conjunction~~is ~~with~~obligated ~~the~~to ~~March~~indemnify ~~2012~~Myriad ~~reorganization.~~Genetics ~~During~~for ~~the~~any ~~six~~liability ~~months~~arising ~~ended~~out of such matters, including ~~December 31~~any costs and expenses of litigating such matters, ~~2012~~including payment of attorneys’ fees incurred to defend against claims. One such matter, ~~management~~a ~~reviewed~~lawsuit brought by the ~~carrying~~Alzheimer’s ~~value~~Institute of ~~certain~~America, ~~fixed~~Inc. ~~assets~~(“AIA”) against Myriad Genetics and ~~recorded~~its ~~$20~~wholly owned subsidiary,~~000~~ ofMyriad ~~impairment~~Therapeutics, ~~loss~~Inc. ~~which~~(formerly isknown ~~reflected~~as inMyriad Pharmaceuticals, Inc.) (referred to hereinafter together with Myriad Genetics as “Myriad”), and the ~~statement~~Mayo ofClinic ~~operations~~Jacksonville and ~~comprehensive~~Mayo ~~income~~Foundation for Medical Education and Research (referred to hereinafter together as “Mayo”), asserted that Myriad and Mayo infringed certain patents allegedly owned by AIA in ~~general~~connection with Myriad’s research and ~~administrative~~development of its failed Alzheimer’s drug candidate Flurizan (hereinafter referred to as the “Litigation”). Myrexis, Myriad, Mayo and AIA are hereinafter referred to collectively as the “Parties”.

AsOn ~~of June~~December 3021, 2012, ~~the~~we ~~Company~~announced that ~~evaluated~~we ~~its~~entered ~~equipment~~into ~~and~~a ~~management~~settlement ~~has~~agreement ~~committed~~that tosettled afully ~~plan~~and finally the Litigation. Pursuant to ~~sell~~the terms of the Settlement ~~Company~~Agreement, in consideration of AIA’s ~~laboratory~~release ~~equipment.~~of ~~Equipment~~claims ~~categorized~~against asand ~~equipment~~covenant ~~held~~not to sue the other Parties for ~~sale~~matters onrelated to the ~~balance~~Litigation, ~~sheet~~Myrexis atagreed ~~June~~to (1) ~~30,~~pay ~~2012~~AIA ~~totaled~~approximately $~~974~~1,525,000., ~~Equipment~~and ~~held~~(2) transfer ~~for~~to ~~sale~~AIA isall noprogram ~~longer~~rights and ~~subject~~assets toassociated ~~depreciation~~with Myrexis’ Hsp90 inhibitor program, cancer metabolism inhibitor program, and issmall ~~recorded~~molecule atanti-interferon (IKK€/TBK1) inhibitor program (the ~~lower~~“Program ~~of depreciated~~Assets ~~carrying~~Transfer”). ~~value~~AIA orassumed ~~fair~~Myrexis’ ~~market~~liabilities ~~value~~under ~~less~~the program ~~costs~~contracts being transferred to ~~sell.~~AIA ~~For~~and all liabilities for the ~~three~~further ~~and~~conduct ~~six~~of ~~months~~the ~~ended~~programs, ~~December 31~~subject, ~~2012~~in each case, to ~~the~~certain ~~Company~~exclusions, ~~sold~~including ~~assets~~liabilities ~~with~~accruing aor ~~net~~arising ~~book~~from ~~value~~events ofoccurring ~~$700,000~~prior ~~and~~to $1the Program Assets Transfer.2 ~~million,~~The Settlement ~~respectively,~~Agreement ~~recognizing~~also includes a ~~net~~release ~~gain~~of claims against AIA by each of $8Myrexis,~~000 and~~ ~~$326,000,~~Myriad ~~respectively~~and Mayo. ~~The~~Simultaneously ~~gain~~with isthe delivery ~~reflected~~of inthe ~~other~~settlement ~~income~~payment into AIA by Myrexis on December 21, 2012, the ~~statement~~Parties offiled ~~operations~~a ~~and~~stipulation ~~comprehensive~~of ~~loss.~~dismissal of the Litigation.

~~(9) Subsequent Event~~10

On ~~January~~December 2221, ~~2013~~2012, ~~the~~David Board of Directors of the Company unanimously determined to cancel the special meeting of its shareholders scheduled for January 23, 2013 at which the Company had been intending to seek approval by the shareholders of a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”)W. ~~The Board~~ of Directors decided, after extensive and careful consideration of strategic alternatives, to abandon the Proposed Plan of Dissolution and instead, the Board of Directors has declared a special cash distribution to shareholders in the amountGryska ofinformed ~~$2.86~~Myrexis ~~per share. The special cash distribution will be paid to shareholders~~ of ~~record~~his atresignation the close of business on Monday, February 4, 2013. The dividend is expected to be paid on Friday, February 15, 2013, and the common stock is expected to trade ex-dividend commencing on Tuesday, February 19, 2013. The Board of Directors also appointed Jonathan M. Couchman as aActing ~~Class II director and as its~~ President and Chief Executive Officer., ~~Subsequent~~Chief toOperating ~~Mr. Couchman’s~~Officer ~~appointment~~and tomember ~~the Board~~ of ~~Directors,~~ the ~~remaining members of the~~ Board of Directors, ~~Gerald~~effective ~~P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned. Myrexis, under the leadership of Mr.~~December ~~Couchman~~24, ~~will continue its evaluation of strategic alternatives~~2012.

10On January 22, 2013, the Board unanimously determined to cancel the Special Meeting. The Board of Directors decided, after extensive and careful consideration of strategic alternatives, to abandon the proposed Plan of Dissolution and instead, the Board of Directors declared a special cash distribution to shareholders in the amount of $2.86 per share. The special cash distribution was paid to shareholders of record at the close of business on February 4, 2013. The dividend was paid on February 15, 2013, and the Company’s Common Stock began trading ex-dividend on Tuesday, February 19, 2013. The Board of Directors also appointed Jonathan M. Couchman as a Class II director of the Company and as its President and Chief Executive Officer. Subsequent to Mr. Couchman’s appointment to the Board of Directors, the remaining members of the Board of Directors, Gerald P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned. On February 13, 2013, Steven Scheiwe and Michael Pearce were appointed to the Board. On February 28, 2013, Andrea Kendall’s employment as CFO terminated voluntarily and on March 1, 2013, Mr. Couchman was appointed CFO of Myrexis. Myrexis, under the leadership of Mr. Couchman, will continue its evaluation of strategic alternatives.

~~Table~~At the 2012 Annual Meeting, stockholders of ~~Contents~~the Company elected Steven D. Scheiwe as a Class I director for a term ending at the 2013 annual meeting of stockholders, Jonathan M. Couchman as a Class II director for a term ending at the 2014 annual meeting of stockholders and Michael C. Pearce as a Class III director for a term ending at the 2015 annual meeting of stockholders.

~~Item~~Critical 2.Accounting ~~Management’s~~Policies ~~Discussion~~ and ~~Analysis~~Use of ~~Financial~~Estimates ~~Condition and Results of Operations.~~

~~You~~Critical ~~should~~accounting ~~read~~policies ~~this~~are ~~discussion together with the financial statements, related notes and other financial information included~~those ~~elsewhere~~policies inwhich ~~this~~are ~~Quarterly~~both ~~Report~~important onto ~~Form 10-Q.~~the ~~The~~portrayal ~~following~~of ~~discussion~~a ~~may~~company’s ~~contain~~financial ~~predictions,~~condition ~~estimates~~ and ~~other~~results ~~forward-looking statements that involve a number of risks~~ and ~~uncertainties,~~require ~~including those discussed under “Risk~~management’s ~~Factors”~~most indifficult, ~~our~~subjective ~~Annual~~or ~~Report~~complex onjudgments, ~~Form 10-K~~often ~~for~~as ~~the~~a ~~year~~result ~~ended~~of ~~June 30, 2012 filed with~~ the ~~Securities~~need ~~and~~to ~~Exchange~~make ~~Commission,~~estimates asabout ~~supplemented under~~ the ~~heading~~effect ~~“Risk Factors” in Part II, Item 1A~~ of ~~this~~matters ~~Quarterly~~that ~~Report~~are oninherently ~~Form 10-Q~~uncertain. ~~These~~Our ~~risks~~critical ~~could~~accounting ~~cause~~policies ~~our~~are ~~actual~~as ~~results to differ materially from any future performance suggested below.~~ follows:

~~Overview~~• impairment of long-lived assets.

~~Prior~~Impairment ~~to February 2012, Myrexis was a biopharmaceutical company that generated a pipeline~~ of ~~differentiated~~Long-Lived ~~drug~~Assets candidates in oncology and autoimmune diseases. In February 2012, we announced that we had suspended development activity on all of our preclinical and clinical programs and retained Stifel Nicolaus Weisel, an investment banking firm, to assist in reviewing and evaluating a full range of strategic alternatives to enhance shareholder value. Thereafter, in March 2012, we initiated an alignment of our resources involving a phased reduction in our workforce from approximately 59 employees to 6 current employees as of February 8, 2013.

~~Based~~We onassess anthe ~~evaluation~~impairment of ~~strategic~~long-lived assets ~~alternatives,~~when weevents ~~determined~~or tochanges ~~pursue~~in circumstances indicate that the ~~acquisition~~carrying value of ~~one~~the assets or ~~more~~the ~~commercial-stage~~asset ~~biopharmaceutical~~grouping ~~assets~~may not be recoverable. Factors that we consider in deciding when to perform an impairment review include significant negative industry or economic trends, ~~with~~and ~~the~~significant ~~goal~~changes or planned changes in our use of ~~building~~the aassets. ~~commercial-stage~~We measure the recoverability of assets that ~~biopharmaceutical~~will ~~company~~continue to be used in our operations by ~~optimizing~~comparing ~~their~~the ~~performance~~carrying ~~and~~value ~~profitability.~~of ~~Integral~~the asset grouping to ~~these~~our ~~efforts,~~estimate onof ~~May 11,~~the ~~2012,~~related total wefuture ~~announced~~undiscounted anet ~~change~~cash inflows. ~~management,~~If ~~including~~an asset grouping’s carrying value is not recoverable through the ~~appointment~~related ofundiscounted cash ~~Richard~~flows, Bthe asset grouping is considered to be impaired. ~~Brewer~~The asimpairment ~~President~~is ~~and~~measured ~~Chief~~by ~~Executive~~comparing the difference between the ~~Officer~~asset grouping’s carrying value and ~~David~~its Wfair value. ~~Gryska~~Fair asvalue ~~Chief~~is ~~Operating~~the ~~Officer~~price that would be received from selling an asset in an orderly transaction between market participants at the measurement date. InLong-lived ~~addition~~assets such as intangible assets and property, ~~both~~plant Mrand equipment are considered non-financial assets, and are recorded at fair value only when an impairment charge is recognized. We recorded impairment charges for the three and nine months ended March ~~Brewer~~31, 2013 of $0 and Mr$20,000, and $282,000 in the same periods for 2012, respectively. ~~Gryska~~ ~~were~~These ~~appointed~~charges asare ~~members~~reflected ofin the ~~Board~~statement of ~~Directors.~~operations and comprehensive loss in general and administrative expenses.

OnWe ~~August 15,~~have ~~2012,~~evaluated weour ~~announced~~equipment ~~the~~and ~~death~~management has ofcommitted ~~Richard B.~~to ~~Brewer,~~a ~~the~~plan ~~Company’s~~to ~~President~~sell ~~and~~our ~~Chief~~laboratory ~~Executive Officer~~equipment. ~~The~~Equipment ~~Board~~categorized ofas ~~Directors~~equipment ~~appointed~~held ~~David W.~~for ~~Gryska~~sale ason the ~~Acting~~balance sheet ~~President~~at ~~and~~June 30, ~~Chief~~2012 ~~Executive~~totaled ~~Officer~~$974,000. ~~while~~Equipment ~~considering~~held ~~succession~~for ~~plans~~sale ~~and~~is ~~proceeded~~no tolonger ~~further~~subject ~~evaluate~~to ~~the~~depreciation, ~~Company’s~~and ~~strategic~~is ~~direction~~recorded inat ~~light~~the lower of ~~this~~depreciated ~~development~~carrying ~~and~~value ~~our~~or ~~progress~~fair tomarket ~~date~~value inless ~~identifying~~costs ~~attractive~~to ~~biopharmaceutical assets~~sell. All such equipment had been sold as of March 31, 2013.

OnResults ~~November 9, 2012, the Board~~ of ~~Directors~~Operations ~~concluded~~for ~~that it appeared unlikely that a strategic transaction at a valuation materially in excess of our estimated liquidation value would be achieved in~~ the ~~near~~Three ~~term. Based on these~~ and ~~other~~Nine ~~factors,~~Months ~~the Board of Directors concluded that a statutory dissolution and liquidation was in the best interests of the~~Ended ~~Company~~March 31, ~~and~~2013 ~~its stockholders~~ and ~~therefore~~2012 ~~unanimously adopted a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”), subject to stockholder approval.~~

OnWe ~~December 14,~~operate ~~2012,~~in weone ~~filed~~reportable ~~proxy materials with the Securities and Exchange Commission for a Special Meeting of stockholders on~~operating ~~January 23~~segment, ~~2013,~~drug ~~to consider and vote on the Plan of Dissolution~~development.

AsOur ~~previously~~drug ~~disclosed,~~research ~~pursuant~~and todevelopment ~~our Separation~~expenses ~~and~~included ~~Distribution~~costs ~~Agreement~~incurred ~~with~~for ~~Myriad~~our ~~Genetics,~~drug ~~Inc~~candidates. ~~(“Myriad~~The ~~Genetics”),~~only ~~dated~~costs ~~June 30,~~we ~~2009,~~tracked atfor ~~the~~each ~~time~~drug ofcandidate ~~Myrexis’~~were ~~separation~~external ~~from~~costs ~~Myriad~~such ~~Genetics,~~as services ~~Myrexis~~provided ~~assumed~~to ~~liability~~us ~~for~~by ~~certain~~clinical ~~pending~~research ororganizations, ~~threatened~~manufacturing ~~legal~~of ~~matters related~~drug ~~to its business~~supply, and isother ~~obligated~~outsourced toresearch. ~~indemnify~~We ~~Myriad~~did not ~~Genetics~~assign ~~for~~or ~~any~~allocate ~~liability~~internal ~~arising~~costs ~~out of~~ such ~~matters,~~as ~~including~~salaries ~~any costs~~ and ~~expenses of litigating such matters~~benefits, ~~including~~facilities ~~payment of attorneys’ fees incurred to defend against claims. One such matter~~costs, alab ~~lawsuit~~supplies ~~brought~~and by the ~~Alzheimer’s~~costs ~~Institute~~ of ~~America,~~preclinical research ~~Inc.~~and ~~(“AIA”)~~studies ~~against~~to ~~Myriad~~individual ~~Genetics~~development ~~and~~programs. ~~its~~All ~~wholly~~development ~~owned~~costs ~~subsidiary,~~for ~~Myriad~~our ~~Therapeutics,~~drug ~~Inc.~~candidates ~~(formerly~~were ~~known~~expensed as ~~Myriad Pharmaceuticals, Inc~~incurred.) ~~(referred~~Our toresearch ~~hereinafter together with Myriad Genetics as “Myriad”),~~ and ~~the~~development ~~Mayo~~expenses ~~Clinic~~recorded ~~Jacksonville and Mayo Foundation~~ for ~~Medical~~the ~~Education~~three and ~~Research~~nine ~~(referred~~months toended ~~hereinafter~~March 31, ~~together as “Mayo”)~~2013, ~~asserted~~were ~~that~~expenses ~~Myriad and~~associated ~~Mayo infringed certain patents allegedly owned by AIA in connection~~ with ~~Myriad’s~~ research and development ofactivities ~~its~~completed ~~failed~~that ~~Alzheimer’s~~were ~~drug~~initiated ~~candidate~~prior ~~Flurizan~~to ~~(hereinafter~~the ~~referred~~announcement toof as the ~~“Litigation”).~~suspension ~~Myrexis,~~of ~~Myriad,~~all ~~Mayo~~our ~~and~~preclinical ~~AIA~~and ~~are~~clinical ~~hereinafter~~development ~~referred~~activities toin ~~collectively~~March ~~as the “Parties”~~2012.

On December 21, 2012, we announced that we entered into a settlement agreement that settled fully and finally the Litigation. Pursuant to the terms of the Settlement Agreement, in consideration of AIA’s release of claims against and covenant not to sue the other Parties for matters related to the Litigation, Myrexis agreed to (1) pay AIA approximately $1,525,000, and (2) transfer to AIA all program rights and assets associated with Myrexis’ Hsp90 inhibitor program, cancer metabolism inhibitor program, and small molecule anti-interferon (IKK€/TBK1) inhibitor program (the “Program Assets Transfer”). AIA assumed Myrexis’ liabilities under the program contracts being transferred to AIA and all liabilities for the further conduct of the programs, subject, in each case, to certain exclusions, including liabilities accruing or arising from events occurring prior to the Program Assets Transfer. The Settlement Agreement also includes a release of claims against AIA by each of Myrexis, Myriad and Mayo. Simultaneously with the delivery of the settlement payment to AIA by Myrexis on December 21, 2012, the Parties filed a stipulation of dismissal of the Litigation. 11

OnResearch ~~December 21, 2012, David W. Gryska informed Myrexis of his resignation as Acting President~~ and ~~Chief~~Development ~~Executive Officer, Chief Operating Officer and member of the Board of Directors, effective December 24, 2012.~~

OnResearch ~~January 22,~~and ~~2013,~~development ~~our~~expenses ~~Board~~are comprised primarily of ~~Directors~~salaries ~~unanimously~~and ~~determined~~related topersonnel ~~cancel~~costs, ~~the~~laboratory ~~Special~~supplies, ~~Meeting~~equipments costs, facilities expense, and costs associated with our clinical trials. ~~The~~ ~~Board~~Research ofand ~~Directors~~development ~~decided,~~expenses ~~after~~for ~~extensive~~the three and ~~careful~~nine ~~consideration~~months ofended ~~strategic~~March 31, ~~alternatives~~2013 were $61,000 and $0.5 million compared to ~~abandon~~$5.6 million and $13.7 million in the ~~proposed~~same ~~Plan~~periods oflast ~~Dissolution,~~year. This 99% and ~~instead~~97%, respectively, decrease was primarily due to:

11• decreased internal costs of approximately $1.7 million and $4.5 million, respectively, resulting from reductions in headcount;

~~Table~~• decreased preclinical development costs of ~~Contents~~$2.6 million and $5.0 million, respectively, resulting from our decision to suspend development activity on all clinical and preclinical programs; and

~~the~~• ~~Board~~decreased ofexternal ~~Directors~~drug ~~declared~~candidate acosts ~~special cash distribution to shareholders in the amount~~ of approximately $21.862 ~~per~~million ~~share.~~and ~~The special cash distribution will be paid to shareholders of record at the close of business on Monday, February 4, 2013~~$3.6 ~~The dividend is expected to be paid on Friday~~million, ~~February 15~~respectively, ~~2013,~~resulting ~~and~~from ~~the~~our ~~common~~decision ~~stock is expected~~ to ~~trade~~suspend ~~ex-dividend~~development ~~commencing~~activity on ~~Tuesday,~~all ~~February~~clinical ~~19, 2013. The Board of Directors also appointed Jonathan M. Couchman as a Class II director~~ and aspreclinical ~~our President and Chief Executive Officer~~programs. Subsequent to Mr. Couchman’s appointment to the Board of Directors, the remaining members of the Board of Directors, Gerald P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned. Myrexis, under the leadership of Mr. Couchman, will continue its evaluation of strategic alternatives.

~~Critical~~Research ~~Accounting~~and ~~Policies~~development costs for the three and ~~Use~~nine ofmonths ~~Estimates~~ended March 31, 2013 and 2012 were as follows:

Critical accounting policies are those policies which are both important to the portrayal of a company’s financial condition and results and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are as follows:

	Three Months Ended March 31,					Nine Months Ended March 31,
(In thousands)	2013		2012			2013		2012
External costs, drug candidates:
Azixa	$	2	$	(31	)	$	25	$	1,397
MPC-4326		—		14			3		38
MPC-3100		—		33			14		208
MPC-0767		—		404			7		950
MPC-8640		—		518			146		1,003
MPI-0485520		—		222			68		237
Sub-total direct costs		2		1,160			263		3,833
Internal costs, drug candidates		5		1,741			69		4,482
Preclinical development costs		54		2,702			137		5,357
Total research and development	$	61	$	5,603		$	469	$	13,672

•We ~~impairment~~do not expect any future research and development costs as a result of ~~long-lived~~the ~~assets~~decision to suspend further development activities for all preclinical and clinical programs and as a result of the transfer of all preclinical and clinical programs to third parties.

~~Impairment~~General ofand ~~Long-Lived~~Administrative ~~Assets~~

WeGeneral ~~assess~~and ~~the~~administrative ~~impairment~~expenses ofconsist ~~long-lived~~primarily ~~assets~~of ~~when~~salaries ~~events~~and orrelated ~~changes~~personnel incosts ~~circumstances~~for ~~indicate~~business ~~that~~development, ~~the~~executive, ~~carrying~~legal, ~~value~~finance ofand ~~the~~accounting, ~~assets~~information technology, orhuman ~~the~~resources, ~~asset~~and ~~grouping~~facilities ~~may not be recoverable~~expenses. ~~Factors~~General ~~that~~and weadministrative ~~consider~~expenses infor ~~deciding~~the ~~when~~three toand ~~perform~~nine anmonths ~~impairment~~ended ~~review include significant~~March 31, ~~negative~~2013 ~~industry~~were or$3.2 ~~economic~~million ~~trends,~~ and ~~significant~~$11.4 ~~changes~~million orcompared ~~planned~~to ~~changes~~$5.2 inmillion ~~our~~and ~~use of the assets~~$13.4 Wemillion ~~measure~~for the ~~recoverability~~same ofperiod ~~assets~~in ~~that~~2012. ~~will~~This ~~continue~~40% toand be15%, respectively, ~~used~~decrease in ~~our~~general ~~operations~~and byadministrative ~~comparing~~expenses ~~the~~during ~~carrying value of~~ the ~~asset~~three ~~grouping to~~and ~~our~~nine ~~estimate~~months ofended ~~the~~March 31, ~~related~~2013, ~~total~~was ~~future~~due primarily ~~undiscounted~~to ~~net~~a ~~cash~~reduction ~~flows.~~in Ifheadcount anas ~~asset~~a ~~grouping’s~~result ~~carrying~~of ~~value~~our isdecision ~~not~~to ~~recoverable~~suspend ~~through~~development ~~the~~activities ~~related~~for ~~undiscounted~~all ~~cash~~clinical ~~flows,~~and ~~the~~preclinical programs ~~asset~~and ~~grouping~~a isreduction ~~considered~~in tofacility becosts ~~impaired.~~partially ~~The~~offset ~~impairment is measured~~ by ~~comparing~~ the ~~difference between the asset grouping’s carrying value and its fair value~~$1.5 ~~Fair~~million ~~value~~settlement isassociated ~~the~~with ~~price that would be received from selling an asset in an orderly transaction between market participants at~~ the ~~measurement~~settlement agreement ~~date.~~entered ~~Long-lived~~into ~~assets~~on ~~such~~December 21, as2012 ~~intangible~~with ~~assets~~AIA and ~~property,~~one-time ~~plant~~severance ~~and~~costs ~~equipment~~of ~~are considered non-financial assets~~$763,000 ~~and~~during ~~are recorded at fair value only when an impairment charge is recognized. We recorded impairment charges for~~ the three and ~~six~~ nine months ended March ~~December~~ 31, ~~2012~~2013. ofWe $0expect ~~and~~to ~~$20,000,~~see ~~respectively.~~reduced ~~There~~general ~~were~~and noadministrative ~~impairment~~expenses ~~charges~~as ina ~~the~~result ~~same~~of ~~periods~~the ~~for~~decision ~~2011.~~to ~~These~~suspend ~~charges~~further ~~are~~development activities ~~reflected~~for inall ~~the~~preclinical ~~statement~~and ofclinical ~~operations~~programs and ~~comprehensive~~other ~~loss~~related inwind ~~general~~down ~~and administrative expenses~~activities.

WeOther ~~have~~Income evaluated our equipment and management has committed to a plan to sell our laboratory equipment. Equipment categorized as equipment held for sale on the balance sheet at June 30, 2012 totaled $974,000. Equipment held for sale is no longer subject to depreciation, and is recorded at the lower of depreciated carrying value or fair market value less costs to sell. All such equipment had been sold as of December 31, 2012. (Loss)

~~Results~~Other income reflected a loss of ~~Operations~~($28,000) and income of $368,000 for the ~~Three~~three and ~~Six~~nine ~~Months~~months ~~Ended~~ended March 31, 2013, compared to $127,000 and $325,000 for the same ~~December~~period in 2012, respectively, reflects interest income earned on our marketable investment securities of $4,000 and $71,000 for the three and nine months ended March 31, 2013, and $73,000 and $238,000 for the same periods in 2012, respectively. The decrease in interest income of 93% and ~~2011~~70%, respectively, is a result of the reduction in our invested balance in marketable securities for the three and nine months ended March 31, 2013, as compared to 2012. In addition, other income includes a net loss on the sale of assets of ($34,000) for the three months ended March 31, 2013, and a net gain of $292,000 for the nine months ended March 31, 2013, and $3,000 and $34,000 for the same periods in 2012. The increase in gain on disposal of assets is a result of our decision to sell our laboratory equipment after our decision to suspend development activity on all our clinical and preclinical activities. The majority of the gain recorded results from the sale of assets that were fully depreciated or written off as a result of previous reorganizations in the Company.

~~We operate in one reportable operating segment, drug development.~~ 12

~~Our~~Liquidity ~~drug research~~ and ~~development~~Capital ~~expenses~~Resources included costs incurred for our drug candidates. The only costs we tracked for each drug candidate were external costs such as services provided to us by clinical research organizations, manufacturing of drug supply, and other outsourced research. We did not assign or allocate internal costs such as salaries and benefits, facilities costs, lab supplies and the costs of preclinical research and studies to individual development programs. All development costs for our drug candidates were expensed as incurred. Our research and development expenses recorded for the three and six months ended December 31, 2012, were expenses associated with research and development activities completed that were initiated prior to the announcement of the suspension of all our preclinical and clinical development activities in March 2012.

~~Research~~Net cash used in operating activities was $12.7 million during the nine months ended March 31, 2013, compared to $20.6 million used in operating activities for the same nine months in 2012. The change in cash flow from operating activity can be attributed primarily to the timing and ~~Development~~payment of liabilities which were offset, in part, by a lower net loss in 2013.

~~Research~~Our ~~and~~investing ~~development~~activities ~~expenses~~provided ~~are~~$71.4 million ~~comprised~~in ~~primarily~~cash ofduring ~~salaries~~the ~~and~~nine ~~related~~months ~~personnel~~ended ~~costs~~March 31, ~~laboratory~~2013 ~~supplies,~~compared ~~equipments~~to ~~costs,~~$13.4 ~~facilities~~million ~~expense,~~used ~~and~~for ~~costs~~the ~~associated~~same ~~with~~nine ~~our~~months ~~clinical~~in ~~trials~~2012. ~~Research~~The ~~and~~change ~~development~~is ~~expenses~~primarily ~~for~~due ~~the~~to ~~three~~a ~~and~~reduction ~~six~~in ~~months~~our ~~ended~~overall ~~December 31,~~cash ~~2012~~position ~~were~~as ~~$0.1~~a ~~million~~result ~~and~~of ~~$0.4~~the ~~million~~Company ~~compared~~preparing to ~~$3.8~~effect ~~million~~payment of ~~and $8.1 million in~~ the ~~same~~special ~~periods~~cash ~~last~~distribution ~~year.~~paid ~~This~~February ~~97% and 95%~~15, ~~respectively, decrease was primarily due to:~~ 2013.

•Approximately ~~decreased~~$76.9 ~~internal~~million ~~costs~~in cash was used in financing activities during the nine months ended March 31, 2013, as a result the payment of ~~approximately~~the ~~$1.5~~special ~~million~~cash distribution made February 15, 2013, partially offset by proceeds from stock options exercised and proceeds from the issuance of Common Stock during the period, compared to $21.70 million, ~~respectively,~~for ~~resulting~~the ~~from~~same ~~reductions~~nine months in ~~headcount;~~2012.

•As ~~decreased~~of ~~preclinical~~March 31, ~~development~~2013, ~~costs~~we ofhad $1.2 4 million in cash and cash equivalents. As discussed above, on January 22, 2013, our Board of Directors unanimously determined to cancel the special meeting of our shareholders scheduled for January 23, 2013, and instead, the Board of Directors declared a special cash distribution to shareholders in the amount of $2.686 per share to shareholders of record at the close of business on Monday, February 4, 2013. The $1.4 million remaining cash in the Company, ~~respectively~~subsequent to March 31, ~~resulting~~2013, ~~from~~is ~~our~~anticipated to ~~decision~~be sufficient to ~~suspend~~fund ~~development~~ongoing ~~activity~~public oncompany ~~all~~and ~~clinical~~other related operational costs for at least 12 months. Our future capital requirements, cash flows, and ~~preclinical~~results ~~programs;~~of operations will be affected by and depend on many factors that are currently unknown to us, including:

• ~~decreased~~the ~~external~~outcome ~~drug candidate costs~~ of ~~approximately $0.9 million and $2.4 million, respectively, resulting from~~ our ~~decision~~new tomanagement’s ~~suspend~~further ~~development~~review ~~activity~~and onevaluation ~~all~~of ~~clinical~~strategic ~~and preclinical programs.~~alternatives;

~~Research~~• ~~and~~changes ~~development~~in ~~costs~~our ~~for~~business ~~the three and six months ended December 31, 2012 and 2011 were as follows:~~ strategy;

12• regulatory developments or enforcement in the United States and foreign countries;

~~Table~~• ofthe ~~Contents~~ability to partner, sell or out-license rights to our remaining intellectual property assets on favorable terms;

	Three Months Ended December 31,				Six Months Ended December 31,
(In thousands)	2012		2011		2012		2011
External costs, drug candidates:
Azixa	$	11	$	288	$	23	$	1,428
MPC-4326		—		11		3		24
MPC-3100		7		59		14		175
MPC-0767		4		228		7		546
MPC-8640		1		336		146		485
MPC-9528		—		—		—		—
MPI-0485520		—		12		68		15
Sub-total direct costs		23		934		261		2,673
Internal costs, drug candidates		12		1,543		65		2,741
Preclinical development costs		82		1,292		82		2,655
External research collaborations		—		—		—		—
Total research and development	$	117	$	3,769	$	408	$	8,069

•

failure to secure adequate capital to fund our operations if and when needed;

We• expect to continue to see reduced research and development costs as a result of the decision to suspend further development activities for all preclinical and clinical programs and as a result of the transfer of all preclinical and clinical programs to third parties. litigation;

~~General~~• ~~and~~future ~~Administrative~~sales of our Common Stock;

~~General~~• and administrative expenses consist primarily of salaries and related personnel costs for business development, executive, legal, finance and accounting, information technology, human resources, and facilities expenses. General and administrative expenses for the three and six months ended December 31, 2012 were $4.7 million and $8.2 million compared to $3.8 million and $8.2 million for the same period in 2011. This 24% increase in general ~~and~~market administrative expenses during the three months ended December 30, 2012, was due primarily to the $1.5 million settlement associated with the settlement agreement entered into on December 21, 2012 with AIA, partially offset by a reduction in headcount as a result of our decision to suspend development activities for all clinical and preclinical programs. We expect to see reduced general and administrative expenses as a result of the decision to suspend further development activities for all preclinical and clinical programs and other related wind down activities. conditions;

~~Other~~• ~~Income~~economic and other external factors or other disasters or crises;

~~Other~~• ~~income of $41,000 and $396,000 for the three and six months ended December 31, 2012, compared~~ period-to ~~$100,000 and $199,000 for the same~~ -period influctuations 2011, respectively, reflects interest income earned on our marketable investment securities of $32,000 and $67,000 for the three and six months ended December 31, 2012, and $78,000 and $166,000 for the same periods in ~~2011, respectively. The decrease in interest income of 59% and 60%, respectively, is a result of the reduction in~~ our ~~invested~~financial balance in marketable securities for the three and six months ended December 31, 2012, as compared to 2011. In addition, other income includes a net gain on the sale of assets of $8,000 and $326,000 for the three and six months ended December 31, 2012, and $0 for the same periods in 2011. The increase in gain on disposal of assets is a result of our decision to sell our laboratory equipment after our decision to suspend development activity on all our clinical and preclinical activities. The majority of the gain recorded results; ~~from the sale of assets that were fully depreciated or written off as a result of previous reorganizations in the Company.~~ and

~~Liquidity~~• ~~and~~overall ~~Capital~~fluctuations ~~Resources~~in U.S. equity markets.

~~Net~~To ~~cash~~the ~~used~~extent inour ~~operating~~capital ~~activities~~resources ~~was~~are insufficient ~~$10.4~~to ~~million~~meet ~~during~~our ~~the~~future ~~six~~capital ~~months~~requirements, ~~ended~~we ~~December 31~~will need to finance our future cash needs through public or private equity offerings, ~~2012~~collaboration agreements, ~~compared~~debt financings or licensing arrangements. Additional funding may not be available to ~~$13~~us on acceptable terms or at all.3 ~~million~~In ~~used~~addition, inthe ~~operating~~terms ~~activities~~of ~~for~~any financing may adversely affect the ~~same~~holdings ~~six~~or ~~months~~the inrights ~~2011.~~of ~~The~~our stockholders. ~~change~~For inexample, ~~cash~~if ~~flow~~we ~~from~~raise ~~operating~~additional ~~activity~~funds ~~can~~by beissuing ~~attributed~~equity ~~primarily~~securities or by selling convertible debt securities, further dilution to ~~the~~our ~~timing~~existing ~~and~~stockholders ~~payment~~may ofresult. ~~liabilities~~If ~~which~~we ~~were~~raise ~~offset~~funds through licensing arrangements, inwe ~~part~~may be required to relinquish rights to our technologies, byor agrant ~~lower~~licenses ~~net~~on ~~loss~~terms inthat ~~2012.~~are not favorable to us.

~~Our~~We ~~investing~~may ~~activities~~elect ~~provided~~to ~~$34.3~~raise ~~million~~additional infunds even ~~cash~~before ~~during~~we ~~the~~need ~~six~~them ~~months~~if ~~ended~~the ~~December 31,~~conditions ~~2012~~for ~~compared~~raising tocapital $9are favorable.8 ~~million~~We ~~used~~currently ~~for~~have ~~the~~an ~~same~~effective ~~six~~universal ~~months~~shelf registration statement pursuant to which we have $80 million in ~~2011.~~securities ~~The~~available ~~change~~for issale. ~~primarily~~However, due to aour recent delisting from NASDAQ ~~reduction~~and inafter giving effect to our ~~overall~~anticipated public float following the special cash ~~position~~distribution, ~~and~~we ~~timing~~may ofnot ~~new~~be ~~purchases~~eligible ~~and~~to ~~maturity~~use this ofregistration ~~our~~statement ~~marketable~~to offer and sell securities. if we determine to raise additional capital.

~~Approximately $0.8~~Certain ~~million~~Factors inThat ~~cash~~May ~~was~~Affect ~~provided~~Future byResults ~~financing activities during the six months ended December 31, 2012, as a result~~ of ~~proceeds from stock options exercised during the period, compared to $0.5 million for the same six months in 2011. The~~Operations ~~change is primarily due to current and terminated employees exercising in-the-money stock options during the period ended December 31, 2012.~~

13The Securities and Exchange Commission, or SEC, encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This Quarterly Report on Form 10-Q contains such “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

~~Table~~Words such as “may,” “anticipate,” “estimate,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of ~~Contents~~similar substance used in connection with any discussion of future operating or financial performance, identify forward-looking statements. All forward-looking statements are management’s present expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to those set forth under the heading “Risk Factors” contained in Item 1A of our Annual Report on Form 10-K for the year ended June 30, 2012, as they relate to our ongoing operations, as supplemented under the heading “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.

As of December 31, 2012, we had $81.3 million in cash, cash equivalents and marketable securities. As discussed above, on January 22, 2013, our Board of Directors unanimously determined to cancel the special meeting of our shareholders scheduled for January 23, 2013, and instead, the Board of Directors declared a special cash distribution to shareholders in the amount of $2.86 per share to shareholders of record at the close of business on Monday, February 4, 2013. The Board of Directors also appointed Jonathan M. Couchman as a Class II director and as our President and Chief Executive Officer. Subsequent to Mr. Couchman’s appointment to the Board of Directors, the remaining members of the Board of Directors, Gerald P. Belle, Jason M. Aryeh, Robert Forrester, Timothy R. Franson, M.D., John T. Henderson, M.D., and Dennis H. Langer, M.D., J.D., resigned. Under the leadership of Mr. Couchman, Myrexis will continue its evaluation of strategic alternatives. Upon the completion of the special cash distribution approved by the Board, we expect to have approximately $3.3 million in cash, cash equivalents and marketable securities, of which all but approximately $800,000 is anticipated to be spent prior to March 31, 2013 to satisfy existing or anticipated obligations as of February 4, 2013, in connection with the operation of the Company. The approximately $800,000 remaining cash in the Company, subsequent to March 31, 2013, is anticipated to be sufficient to fund ongoing public company and other related operational costs for at least 12 months. Our future capital requirements, cash flows, and results of operations will be affected by and depend on many factors that are currently unknown to us, including: 13

•In light of these assumptions, risks and uncertainties, the ~~outcome~~results and events discussed in the forward-looking statements contained in this Quarterly Report on Form 10-Q might not occur. Stockholders are cautioned not to place undue reliance on the forward-looking statements, which speak only as of ~~our~~the ~~new~~date ~~management’s~~of ~~further~~this ~~review~~Quarterly Report on Form 10-Q. We are not under any obligation, and ~~evaluation~~we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of ~~strategic~~new ~~alternatives;~~information, future events or otherwise. All subsequent forward-looking statements attributable to Myrexis, Inc. or to any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

•Item ~~changes~~3. inQuantitative ~~our~~and ~~business~~Qualitative ~~strategy;~~Disclosures About Market Risk.

•We ~~regulatory~~maintain ~~developments~~a portfolio of cash, cash equivalents and short term and long term marketable securities which are subject to interest rate risk. Our investments consist primarily of highly liquid securities of various types and maturities of two years or ~~enforcement~~less, with a maximum average maturity of one year. Changes in interest rates affect the ~~United~~fair ~~States~~market ~~and~~value ~~foreign~~of ~~countries;~~these marketable investment securities. There have been no material changes in our exposure to market risk as compared to our disclosures under Item 7A in our Annual Report on Form 10-K for the year ended June 30, 2012.

•Item ~~the~~4. ~~ability~~Controls toand ~~partner, sell or out-license rights to our remaining intellectual property assets on favorable terms;~~Procedures.

•(a) ~~failure~~Evaluation of Disclosure Controls and Procedures. Our principal executive and financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and financial officer concluded that our disclosure controls and procedures were effective to ~~secure~~ensure ~~adequate~~that ~~capital~~information required to ~~fund~~be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our ~~operations~~management, ifincluding our principal executive and ~~when~~principal ~~needed;~~financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

•(b) ~~litigation;~~Changes in Internal Controls. As of December 24, 2012, our acting CEO resigned. The CEO was a part of the internal control structure. In his absence, from the time of his resignation through the period ended March 31, 2013, we implemented certain compensating controls. On January 22, 2013, Jonathan Couchman was retained as CEO. On February 28, 2013, our CFO voluntarily terminated her employment and Mr. Couchman was retained as CFO on March 1, 2013. Our current system of internal controls over financial reporting continues to provide reasonable assurance that our financial reporting is accurate and our established policies are followed.

•On ~~future~~February ~~sales~~27, 2013, Xstelos Corp. and Myrexis entered into an Intercompany Services Agreement. Pursuant to the Intercompany Services Agreement, Xstelos Corp. agreed to provide Myrexis with certain administrative, management, accounting and information services for one year in exchange for a fee of ~~our~~$25,000. ~~common~~The ~~stock;~~Intercompany Services Agreement will terminate upon 30 days upon written notice given to the other party.

•PART ~~general~~II—OTHER ~~market~~INFORMATION ~~conditions;~~

•Item ~~economic~~1. ~~and~~Legal ~~other external factors or other disasters or crises;~~Proceedings.

•In ~~period-~~the ordinary course of business, various legal claims have been asserted, and in the future may be asserted, against Myrexis. In addition, as previously disclosed, under the terms of our Separation and Distribution Agreement with our former parent Myriad Genetics, Inc. we had the obligation to~~-period~~ ~~fluctuations~~indemnify Myriad Genetics with respect to certain legal claims against Myriad Genetics which we assumed in connection with our ~~financial~~spin-out ~~results;~~from Myriad Genetics. That obligation was satisfied in relation to the litigation brought by AIA against Myriad and Mayo, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” upon the completion of the settlement agreement with AIA entered into on December 21, 2012.

•Item ~~overall fluctuations in U~~1A.S. ~~equity~~Risk ~~markets~~Factors.

ToIn ~~the~~addition ~~extent our capital resources are insufficient~~ to ~~meet~~the ~~our~~risk ~~future~~factors ~~capital~~described in ~~requirements,~~the we“Risk ~~will~~Factors” ~~need~~section toin ~~finance~~ our ~~future~~Annual ~~cash~~Report ~~needs~~on ~~through~~Form ~~public~~10-K orfor ~~private~~the ~~equity~~year ~~offerings~~ended June 30, ~~collaboration agreements~~2012, ~~debt~~filed ~~financings~~with orthe Securities ~~licensing~~and ~~arrangements.~~Exchange ~~Additional~~Commission ~~funding~~on ~~may~~September 13, ~~not~~2012, beas ~~available~~amended ~~to us~~ on ~~acceptable~~October 29, ~~terms or at all. In addition~~2012, and the ~~terms~~“Risk ofFactors” section ~~any~~in ~~financing~~our ~~may~~Quarterly ~~adversely~~Report ~~affect~~on ~~the~~Form ~~holdings~~10-Q orfor the ~~rights~~quarter ofended ~~our~~December ~~stockholders.~~31, ~~For example~~2012, iffiled wewith ~~raise~~the ~~additional~~Securities ~~funds~~and byExchange ~~issuing~~Commission on ~~equity~~February ~~securities~~8, or2013, byas ~~selling~~such ~~convertible~~risk ~~debt~~factors ~~securities,~~relate ~~further dilution~~ to our ~~existing~~ongoing ~~stockholders~~business ~~may~~under ~~result.~~new ~~If we raise funds through licensing arrangements~~management, wethe ~~may~~following berisk ~~required~~factors toshould ~~relinquish~~be ~~rights to our technologies, or grant licenses on terms that are not favorable to us~~considered.

We may elect to raise additional funds even before we need them if the conditions for raising capital are favorable. We currently have an effective universal shelf registration statement pursuant to which we have $80 million in securities available for sale. However, due to our recent delisting from NASDAQ and after giving effect to our anticipated public float following the special cash distribution, we may not be eligible to use this registration statement to offer and sell securities if we determine to raise additional capital. 14

~~Certain~~Risks ~~Factors~~Relating ~~That~~to ~~May~~Our ~~Affect~~Evaluation ~~Future~~of ~~Results~~Strategic Alternatives ofand ~~Operations~~Our Business

~~The~~We ~~Securities~~cannot ~~and~~assure ~~Exchange~~you ~~Commission, or SEC, encourages companies to disclose forward-looking information so~~ that ~~investors~~the ~~can better understand a company~~Company’s ~~future~~new ~~prospects~~management team ~~and~~will ~~make~~identify ~~informed~~a ~~investment~~strategic ~~decisions.~~alternative ~~This~~or ~~Quarterly~~direction ~~Report~~that onwill ~~Form 10-Q~~yield ~~contains~~additional ~~such~~value ~~“forward-looking~~for ~~statements”~~our ~~within the meaning of the Private Securities Litigation Reform Act of 1995~~shareholders.

~~Words~~As ~~such~~announced asin ~~“may,”~~connection ~~“anticipate,”~~with ~~“estimate,”~~the ~~“expects,” “projects,”~~former ~~“intends,”~~Board ~~“plans,”~~of ~~“believes”~~Directors’ ~~and~~declaration ~~words~~of ~~and~~the ~~terms~~special ofcash ~~similar~~distribution ~~substance~~to ~~used~~our inshareholders ~~connection~~and ~~with~~the ~~any~~Board’s ~~discussion~~resignation and appointment of ~~future~~Jonathan ~~operating~~M. orCouchman ~~financial~~as ~~performance,~~our ~~identify~~sole ~~forward-looking~~director ~~statements.~~and ~~All~~chief ~~forward-looking statements~~executive ~~are~~officer, ~~management’s~~Mr. Couchman ~~present~~will ~~expectations~~be offurther ~~future~~evaluating strategic ~~events~~alternatives ~~and~~with ~~are~~a ~~subject~~view to agenerating ~~number~~additional ofvalue ~~risks~~for ~~and~~our ~~uncertainties~~shareholders. However, we cannot assure you that ~~could~~Mr. Couchman and ~~cause~~any ~~actual~~other ~~results~~members toof ~~differ~~the ~~materially~~management ~~and~~team ~~adversely~~he ~~from~~appoints ~~those~~will ~~described~~succeed in ~~the~~identifying ~~forward-looking~~a ~~statements. These~~strategic ~~risks~~direction ~~include,~~that ~~but~~will ~~are~~result ~~not~~in additional ~~limited~~value tofor ~~those~~the ~~set~~shareholders ~~forth~~at ~~under~~any ~~the~~particular ~~heading~~time, ~~“Risk~~or ~~Factors”~~at ~~contained~~all. inMoreover, ~~Item 1A~~even ofif ~~our~~the ~~Annual~~new ~~Report~~management onteams ~~Form 10-K~~identifies and ~~for~~pursues ~~the~~a ~~year~~promising ~~ended~~strategic ~~June 30~~course, ~~2012,~~there ascan ~~they~~be ~~relate~~no toassurance ~~our~~that ~~ongoing~~their ~~operations, as~~efforts ~~supplemented~~to ~~under~~execute ~~the~~such ~~heading~~plans ~~“Risk~~will ~~Factors”~~result in ~~Part II~~any initiatives, ~~Item 1A~~agreements, oftransactions ~~this~~or ~~Quarterly~~plans ~~Report~~that onwill ~~Form 10-Q.~~enhance shareholder value.

InWe ~~light~~anticipate ofthat ~~these~~we ~~assumptions,~~will ~~risks~~incur ~~and~~losses ~~uncertainties,~~for the ~~results and events discussed in the forward-looking statements contained in this Quarterly Report on Form 10-Q might not occur.~~foreseeable ~~Stockholders~~future ~~are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We are not under any obligation,~~ and we ~~expressly~~may ~~disclaim~~never ~~any~~achieve ~~obligation, to update~~ or ~~alter~~sustain ~~any forward-looking statements, whether as a result of new information, future events or otherwise~~profitability. All subsequent forward-looking statements attributable to Myrexis, Inc. or to any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

14We incurred losses of $31.2 million, $38.7 million and $46.9 million for the years ended June 30, 2012, 2011 and 2010, respectively, and $11.5 million for the nine months ended March 31, 2013. Although our expenses have been reduced dramatically through multiple reductions in our personnel, and although our research and development efforts no longer continue, we expect to continue to incur operating expenses and anticipate that we will continue to have losses in the foreseeable future as we pursue a new strategic direction. Moreover, even if our Board of Directors determines to pursue a different strategic alternative, we expect that significant expenses will be involved in implementing any such strategic path, which will further reduce our limited existing capital. We may never achieve or sustain profitability as a business. In addition, after giving effect to the special cash distribution to our shareholders of record on February 4, 2013, we have $1.4 million in cash and cash equivalents remaining in the Company.

~~Table~~We may require additional capital to fund our pursuit and consummation of ~~Contents~~whatever strategic course our new Board of Directors and management determine.

~~Item~~Subsequent 3to the special cash distribution to our shareholders of record on February 4, 2013, we will have limited capital to pursue a new strategic direction, as the $1.4 ~~Quantitative~~million in cash and ~~Qualitative~~cash ~~Disclosures~~equivalents ~~About~~remaining ~~Market~~in ~~Risk~~the Company, subsequent to March 31, 2013, is anticipated to be sufficient to fund ongoing public company and other related operational costs for at least 12 months. Accordingly, we may require additional capital to pursue whatever strategic direction the new Board of Directors and management determine to undertake. There can be no assurance that such additional funding will be available on terms that are acceptable to us, or at all. If adequate funds are not available on a timely basis, we may not be able to effectively implement any new strategic plan and may have to liquidate. We may seek to raise any necessary funds through public or private equity offerings, debt financings or strategic alliances and licensing arrangements. We may elect to raise additional funds even before we need them if the conditions for raising capital are favorable. We currently have an effective universal shelf registration statement pursuant to which we have $80 million in securities available for sale. However, due to our recent delisting from NASDAQ and after giving effect to our anticipated public float following the special cash distribution, we may not be eligible to use this registration statement to offer and sell securities if we determine to raise additional capital. We may not be able to obtain additional financing on terms favorable to us, if at all. General market conditions may make it very difficult for us to seek financing from the capital markets. We may be required to relinquish rights to our remaining intellectual property assets, or grant licenses on terms that are not favorable to us, and we may be required in connection with entering into new strategic arrangements to accept terms less favorable than would be the case if we had greater financial assets. In addition, our shareholders may suffer substantial dilution of their economic interests in Myrexis as a result of any future financial or other strategic transaction.

WeOur ~~maintain~~Chief aExecutive ~~portfolio~~Officer ofand ~~cash,~~Chief ~~cash~~Financial ~~equivalents~~Officer serves ~~and~~as ~~short~~the ~~term~~Chief ~~and~~Executive ~~long~~Officer ~~term~~and ~~marketable~~Chief ~~securities~~Financial ~~which~~of ~~are~~another ~~subject~~company, toand ~~interest~~he ~~rate~~may ~~risk.~~not ~~Our~~be ~~investments~~able ~~consist~~to ~~primarily~~devote ofthe ~~highly~~requisite ~~liquid securities~~time ofto ~~various~~evaluate, ~~types~~develop and ~~maturities~~pursue ~~of two years or less, with~~ a ~~maximum~~strategic ~~average~~plan ~~maturity~~that ofwill ~~one~~enhance ~~year.~~shareholder ~~Changes in interest rates affect the fair market value of these marketable investment securities~~values. ~~There~~Moreover, ~~have~~he ~~been~~may nonot ~~material~~be ~~changes~~able into ~~our exposure~~attract toother ~~market~~executives ~~risk as compared~~ to ~~our~~the ~~disclosures~~management ~~under~~team ~~Item 7A in our Annual Report~~ on ~~Form~~a ~~10-K~~timely ~~for the year ended June 30, 2012~~basis.

~~Item~~Jonathan 4M. ~~Controls~~Couchman, our new Chief Executive Officer, is employed by us under an agreement that provides him $1.00 per year in salary, and ~~Procedures~~he currently serves as the Chief Executive Officer of Xstelos, Inc., another public company. Given his other employment commitments, there can be no assurance that Mr. Couchman will be able to devote the time necessary, or at the necessary times, to conduct the planned further evaluation of strategic alternatives, or to pursue and execute whatever strategic path may ultimately be determined. Moreover, Andrea Kendell, our former Chief Financial Officer, ended her full-time employment position with Myrexis on February 28, 2013. She will continue to serve as a consultant to the Company through June 2013. Mr. Couchman was retained as Chief Financial Officer on March 1, 2013. During this leadership transition, Mr. Couchman will bear substantial additional leadership responsibilities, which may present challenges in identifying business opportunities and making significant business decisions with a very small executive team. Any failure to manage this leadership transition successfully could have a material adverse effect on the prospects for a successful new strategic course.

(a) Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~(b)~~Our ~~Changes~~common instock ~~Internal~~has ~~Controls.~~been Asdelisted offrom ~~December 24,~~The ~~2012,~~NASDAQ ~~our acting CEO~~Global ~~resigned.~~Market ~~The~~resulting ~~CEO~~in ~~was~~ a ~~part~~more oflimited ~~the~~market ~~internal~~for control structure. In his absence, from the time of his resignation through the period ended December 31, 2012, we implemented certain compensating controls. Our current system of internal controls over financial reporting continues to provide reasonable assurance that our ~~financial~~common ~~reporting is accurate and our established policies are followed~~stock.

~~PART~~As ~~II—OTHER~~reported ~~INFORMATION~~in a Current Report on Form 8-K we filed with the SEC, on January 28, 2013, we received a letter (the “Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC informing us that the NASDAQ Staff had determined to utilize its discretionary authority and initiate proceedings to delist our securities from The NASDAQ Stock Market. The Letter stated that the Staff based their determination on their belief that Myrexis is a “public shell,” and the resignation of all our independent directors. Further, as a result of the resignation of our independent directors, we no longer complied with the following: the majority independent board requirement set forth in Listing Rule 5605(b)(1); the audit committee composition requirement set forth in Listing Rule 5605(c)(2); the compensation committee requirements set forth in Listing Rule 5605(d); and the nominating committee requirements set forth in Listing Rule 5605(e). We did not request an appeal of this determination, and trading in our stock on the NASDAQ Global Market was suspended on February 1, 2013. As of February 1, 2013, we began trading over the counter, or OTC Markets under the symbol MYRX. The delisting by NASDAQ could hurt our investors by reducing the liquidity and market price of our common stock. Additionally, the delisting could negatively affect us by reducing the number of investors willing to hold or acquire our common stock, which could negatively affect our ability to raise capital.

Item 12. ~~Legal~~Unregistered ~~Proceedings~~Sales of Equity Securities and Use of Proceeds.

~~In the~~On ~~ordinary~~February ~~course~~27, of2013, ~~business~~Myrexis and Xstelos, a ~~various~~wholly ~~legal~~owned ~~claims~~subsidiary ~~have~~of ~~been~~Xstelos ~~asserted~~Holdings, ~~and~~Inc., inentered ~~the~~into ~~future~~a ~~may~~stock bepurchase ~~asserted,~~agreement ~~against~~(the ~~Myrexis~~“Stock Purchase Agreement”). Pursuant Into ~~addition,~~terms asof ~~previously~~the ~~disclosed,~~Stock ~~under~~Purchase Agreement, the ~~terms~~Company ofhas ~~our~~agreed ~~Separation~~to issue and ~~Distribution~~sell ~~Agreement~~to ~~with~~Xstelos ~~our~~7,000,000 ~~former~~shares ~~parent~~of the ~~Myriad~~Company’s ~~Genetics~~Common Stock, ~~Inc.~~representing weapproximately ~~had~~20% ~~the~~of ~~obligation~~all tooutstanding ~~indemnify~~Common ~~Myriad~~Stock ~~Genetics~~after ~~with~~giving ~~respect~~effect to ~~certain~~such ~~legal~~sale ~~claims~~(the “Sale”). ~~against~~The ~~Myriad~~shares ~~Genetics~~were ~~which~~sold wefor ~~assumed~~an inaggregate ~~connection~~purchase ~~with~~price ~~our~~of ~~spin-out~~approximately ~~from~~$250,000, ~~Myriad~~the ~~Genetics~~net proceeds of which are expected to be used for general corporate purposes. ~~That~~The ~~obligation~~consideration paid by Xstelos was ~~satisfied~~based, in part, on the Company’s ~~relation~~available cash of approximately $870,000 after giving effect to ~~the~~liabilities ~~litigation~~due ~~brought~~prior to March 31, 2013, services to be provided by ~~AIA~~Xstelos ~~against~~pursuant ~~Myriad~~to the terms of an Intercompany Services Agreement (defined and ~~Mayo,~~described below) as ~~described~~well inas ~~“Management~~consent provided by Xstelos to allow Jonathan M. Couchman to serve as the Company’s ~~Discussion~~Chief ~~and~~Financial ~~Analysis~~Officer. ofThe Sale was approved by the Company’s disinterested director. Jonathan M. Couchman, the Company’s President, Chief Executive Officer and Chief Financial ~~Condition~~Officer, is the President, Chief Executive Officer and ~~Results~~Chief Financial Officer of ~~Operations~~Xstelos Holdings,” ~~upon~~Inc. ~~the~~Steven ~~completion~~D. Scheiwe, a member of the ~~settlement~~Board ~~agreement~~of ~~with~~Directors, ~~AIA entered~~serves ~~into~~ on ~~December 21~~the Board of Directors of Xstelos Holdings, ~~2012~~Inc. The Sale was approved by the Board of Directors for purposes of Section 203 of the Delaware General Corporation Law.

~~Item~~In 1Aconnection with the Sale, the Company entered into a letter agreement (the “Letter Agreement”) dated February 27, 2013 with Xstelos, pursuant to which the Company granted to Xstelos an exemption under Section 29 of the Company’s Tax Benefits Shareholder Rights Agreement, embodying a shareholder rights plan adopted on March 29, 2012 to protect the use of the Company’s net operating losses and certain other tax attributes. ~~Risk~~Under ~~Factors~~the exemption, Xstelos must not at any time represent more than the lesser of (i) 30% of the Common Stock and (ii) the maximum percentage ownership of Common Stock from time to time such that an ownership change would not have occurred for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder.

InOn February 27, 2013, the Company and Xstelos ~~addition~~entered into an Intercompany Services Agreement. Pursuant to the ~~risk~~Intercompany ~~factors~~Services ~~described~~Agreement, inXstelos ~~the~~agreed ~~“Risk~~to ~~Factors”~~provide ~~section~~the Company inwith ~~our~~certain ~~Annual~~administrative, ~~Report~~management, onaccounting ~~Form~~and ~~10-K~~information services for ~~the~~one year ~~ended~~in ~~June 30~~exchange for a fee of $25,000. The ~~2012~~Services Agreement will terminate in 30 days upon written notice given to the other party. Xstelos is a wholly owned subsidiary of Xstelos Holdings, ~~filed~~Inc. ~~with~~Jonathan M. Couchman, the ~~Securities~~Company’s President, Chief Executive Officer and ~~Exchange~~Chief ~~Commission~~Financial onOfficer, is ~~September 13~~the Chairman of the Board, ~~2012~~President, asChief ~~amended~~Executive onOfficer and Chief Financial Officer and largest shareholder of Xstelos ~~October 29~~Holdings, ~~2012~~Inc. Steven D. Scheiwe, asa ~~such~~member ~~risk~~of ~~factors~~the ~~relate~~Board toof ~~our~~Directors, ~~ongoing~~serves ~~business~~on ~~under~~the ~~new~~Board ~~management~~of Directors of Xstelos Holdings, Inc. Following closing of the ~~following~~Sale, ~~risk~~Xstelos ~~factors~~beneficially ~~should~~owns beapproximately ~~considered.~~20% of the Company’s outstanding Common Stock.

~~Risks~~The ~~Relating~~Intercompany Services Agreement was approved by the Company’s disinterested director and Xstelos will be subject to ~~Our~~the ~~Evaluation~~supervision and control of ~~Strategic~~the ~~Alternatives~~Company’s disinterested ~~and~~director ~~Our~~while ~~Business~~performing its obligations under the Intercompany Services Agreement.

~~We cannot~~Item ~~assure~~3. ~~you~~Defaults ~~that~~Upon ~~the~~Senior ~~Company’s new management team will identify a strategic alternative or direction that will yield additional value for our shareholders~~Securities.

~~As announced in connection with the former Board of Directors’ declaration of the special cash distribution to our shareholders and the Board’s resignation and appointment of Jonathan M~~None. Couchman as our sole director and chief executive officer, Mr. Couchman will be further evaluating strategic alternatives with a view to generating additional value for our shareholders. However, we cannot assure you that Mr. Couchman and any other members of the management team he appoints will succeed in identifying a strategic direction that will result in additional value for the shareholders at any particular time, or at all. Moreover, even if the new management teams identifies and pursues a promising strategic course, there can be no assurance that their efforts to execute such plans will result in any initiatives, agreements, transactions or plans that will enhance shareholder value.

WeItem ~~anticipate~~4. ~~that~~Mine weSafety ~~will incur losses for the foreseeable future and we may never achieve or sustain profitability~~Disclosures.

WeNot ~~incurred losses of $31~~applicable.2 million, $38.7 million and $46.9 million for the years ended June 30, 2012, 2011 and 2010, respectively, and $8.2 million for the six months ended December 31, 2012. Although our expenses have been reduced dramatically through multiple reductions in our personnel, and although our research and development efforts no longer continue, we expect to continue to incur operating expenses and anticipate that we will continue to have losses in the foreseeable future as we pursue a new strategic direction. Moreover, even if our Board of Directors determines to pursue a different strategic alternative, we expect that significant expenses will be involved in implementing any such strategic path, which will further reduce our limited existing capital.

15Item 5. Other Information.

~~Table of Contents~~None.

We may never achieve or sustain profitability as a business. In addition, after giving effect to the special cash distribution to our shareholders of record on February 4, 2013, we will have approximately $3.3 million in cash, cash equivalents and marketable securities remaining in the Company. 16

WeItem ~~may require additional capital to fund our pursuit and consummation of whatever strategic course our new Board of Directors and management determine~~6. Exhibits.

~~Subsequent to the special cash distribution to our shareholders of record on February 4, 2013, we will have limited capital to pursue~~ (a) new strategic direction, as the approximate $3.3 million in cash, cash equivalents and marketable securities remaining in the Company, of which all but approximately $800,000 is anticipated to be spent prior to March 31, 2013 to satisfy existing or anticipated obligations as of February 4, 2013, in connection with the operation of the Company. The approximately $800,000 remaining cash in the Company, subsequent to March 31, 2013, is anticipated to be sufficient to fund ongoing public company and other related operational costs for at least 12 months. Accordingly, we may require additional capital to pursue whatever strategic direction the new Board of Directors and management determine to undertake. There can be no assurance that such additional funding will be available on terms that are acceptable to us, or at all. If adequate funds are not available on a timely basis, we may not be able to effectively implement any new strategic plan. We may seek to raise any necessary funds through public or private equity offerings, debt financings or strategic alliances and licensing arrangements. We may elect to raise additional funds even before we need them if the conditions for raising capital are favorable. We currently have an effective universal shelf registration statement pursuant to which we have $80 million in securities available for sale. However, due to our recent delisting from NASDAQ and after giving effect to our anticipated public float following the special cash distribution, we may not be eligible to use this registration statement to offer and sell securities if we determine to raise additional capital. We may not be able to obtain additional financing on terms favorable to us, if at all. General market conditions may make it very difficult for us to seek financing from the capital markets. We may be required to relinquish rights to our remaining intellectual property assets, or grant licenses on terms that are not favorable to us, and we may be required in connection with entering into new strategic arrangements to accept terms less favorable than would be the case if we had greater financial assets. In addition, our shareholders may suffer substantial dilution of their economic interests in Myrexis as a result of any future financial or other strategic transaction. Exhibits

Our Chief Executive Officer serves as the Chief Executive Officer of another company, and he may not be able to devote the requisite time to evaluate, develop and pursue a strategic plan that will enhance shareholder values. Moreover, he may not be able to attract other executives to the management team on a timely basis.


3.1	Certificate of Amendment of Certificate of Incorporation to Implement the Proctective Amendment (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed April 29, 2013 (File No. 001-34275)).


10.1	Stock Purchase Agreement by and between Myrexis, Inc. and Xstelos Corp., dated February 27, 2013.

31.1	Certification of principal executive officer under Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2	Certification of principal financial officer under Section 302(a) of the Sarbanes-Oxley Act of 2002.

32.1	Certifications of the principal executive officer and the principal financial officer under Section 906 of the Sarbanes-Oxley Act of 2002.

101*	The following materials from Myrexis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Balance Sheets as of September 30, 2012 and June 30, 2012, (ii) the Unaudited Statements of Operations and Comprehensive Loss for the three months ended September 30, 2012 and 2011, (iii) the Unaudited Statements of Cash Flows for the three months ended September 30, 2012 and 2011, and (iv) Notes to Unaudited Financial Statements.

~~Jonathan~~* M.Users ~~Couchman,~~of ~~our~~the ~~new~~XBRL ~~Chief~~data ~~Executive~~are ~~Officer,~~advised ispursuant ~~employed~~to byRule us406T ~~under~~of anRegulation ~~agreement~~S-T that ~~provides~~this ~~him~~interactive ~~$1.00 per~~data ~~year~~file inis ~~salary,~~deemed ~~and~~not hefiled ~~currently~~or ~~serves~~part ~~as the Chief Executive Officer~~ of ~~Xstelos,~~a ~~Inc.,~~registration ~~another~~statement ~~public~~or ~~company.~~prospectus ~~Given~~for ~~his~~purposes ~~other~~of ~~employment~~sections ~~commitments,~~11 ~~there can be no assurance that Mr. Couchman will be able to devote the time necessary,~~ or at12 ~~the~~of ~~necessary times, to conduct~~ the ~~planned~~Securities ~~further~~Act ~~evaluation~~ of ~~strategic alternatives~~1933, oris todeemed ~~pursue~~not ~~and~~filed execute whatever strategic path may ultimately be determined. Moreover, Andrea Kendell, our current Chief Financial Officer, will be ending her full-time employment position with Myrexis on February 28, 2013, after which she will be serving as a consultant for ~~four~~purposes ~~months. We may not be able to retain the full-time services~~ of asection ~~CFO,~~18 ~~given the limited resources~~ of the ~~Company.~~ ~~During~~Securities ~~this~~Exchange ~~leadership~~Act ~~transition,~~of ~~Mr. Couchman will bear substantial additional leadership responsibilities~~1934, ~~which may present challenges in identifying business opportunities~~ and ~~making~~otherwise ~~significant~~is ~~business~~not ~~decisions~~subject ~~with a very small executive team. Any failure~~ to ~~manage~~liability ~~this~~under ~~leadership~~these ~~transition successfully could have a material adverse effect on the prospects for a successful new strategic course~~sections.

~~Our common stock has been delisted from The NASDAQ Global Market resulting in a more limited market for our common stock.~~ 17

AsSIGNATURES reported in a Current Report on Form 8-K we filed with the SEC, on January 28, 2013, we received a letter (the “Letter”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC informing us that the NASDAQ Staff had determined to utilize its discretionary authority and initiate proceedings to delist our securities from The NASDAQ Stock Market. The Letter stated that the Staff based their determination on their belief that Myrexis is a “public shell,” and the resignation of all our independent directors. Further, as a result of the resignation of our independent directors, we no longer complied with the following: the majority independent board requirement set forth in Listing Rule 5605(b)(1); the audit committee composition requirement set forth in Listing Rule 5605(c)(2); the compensation committee requirements set forth in Listing Rule 5605(d); and the nominating committee requirements set forth in Listing Rule 5605(e). We did not request an appeal of this determination, and trading in our stock on the NASDAQ Global Market was suspended on February 1, 2013. As of February 1, 2013, we began trading over the counter, or OTC Markets under the symbol MYRX. The delisting by NASDAQ could hurt our investors by reducing the liquidity and market price of our common stock. Additionally, the delisting could negatively affect us by reducing the number of investors willing to hold or acquire our common stock, which could negatively affect our ability to raise capital.

~~Item~~Pursuant 2.to ~~Unregistered~~the ~~Sales~~requirements of ~~Equity~~the Securities Exchange ~~and~~Act ~~Use~~ of ~~Proceeds~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

None.

	MYREXIS, INC.

Date: May 10, 2013	By:	/s/ Jonathan M. Couchman
		Jonathan M. Couchman
		President and Chief Executive Officer
		(principal executive officer)

Date: May 10, 2013	By:	/s/ Jonathan M. Couchman
		Jonathan M. Couchman
		Chief Financial Officer (principal accounting and financial officer)

~~Item 3. Defaults Upon Senior Securities.~~18

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits

10.1		Severance and Consulting Agreement by and between Myrexis, Inc. and Andrea Kendell, dated January 22, 2013 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed January 28, 2013 (File No. 001-34275)).
10.2		Settlement Agreement, dated December 20, 2012, between and among Alzheimer’s Institute of America, Inc., and Myrexis, Inc., Myriad Genetics, Inc., Myriad Therapeutics, Inc., Mayo Clinic Jacksonville and Mayo Foundation for Medical Education and Research.
10.3		Letter Agreement by and between Myrexis, Inc. and Jonathan M. Couchman, dated January 22, 2013.
31.1		Certification of principal executive officer under Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2		Certification of principal financial officer under Section 302(a) of the Sarbanes-Oxley Act of 2002.
32.1		Certifications of the principal executive officer and the principal financial officer under Section 906 of the Sarbanes-Oxley Act of 2002.
101*		The following materials from Myrexis, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Unaudited Balance Sheets as of September 30, 2012 and June 30, 2012, (ii) the Unaudited Statements of Operations and Comprehensive Loss for the three months ended September 30, 2012 and 2011, (iii) the Unaudited Statements of Cash Flows for the three months ended September 30, 2012 and 2011, and (iv) Notes to Unaudited Financial Statements.

* Users of the XBRL data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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.

	MYREXIS, INC.
Date: February 8, 2013	By:	/s/ Jonathan M. Couchman
		Jonathan M. Couchman
		President and Chief Executive Officer
		(principal executive officer)
Date: February 8, 2013	By:	/s/ ANDREA KENDELL
		Andrea Kendell
		Chief Financial Officer (principal accounting and financial officer)

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