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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

Myrexis, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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MYREXIS, INC.

305 CHIPETA WAY

SALT LAKE CITY, UTAH 84108

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

WHO MAY VOTE:

You may vote if you were the record owner of Myrexis, Inc. common stock at the close of business on November 28, 2012. On or about December 26, 2012, we will begin sending this notice, the attached proxy statement and the enclosed proxy card to all stockholders entitled to vote at the Special Meeting. A list of stockholders of record will be available at the Special Meeting and, during the 10 days prior to the Special Meeting, at our principal executive offices located at 305 Chipeta Way, Salt Lake City, Utah 84108.

A copy of Myrexis’ annual report on Form 10-K for the year ended June 30, 2012, as amended by the Form 10-K/A filed on October 29, 2012, and a copy of our quarterly report on Form 10-Q for the quarter ended September 30, 2012, which contain important business and financial information about Myrexis and should be read carefully, are attached to this notice and proxy statement as Appendices B and C, respectively.

All stockholders are cordially invited to attend the Special Meeting. Whether you plan to attend the Special Meeting or not, please vote by completing, dating, signing and returning the enclosed proxy card, or by voting over the telephone or the Internet as instructed in these materials. You may change or revoke your proxy at any time before it is voted.

BY ORDER OF THE BOARD OF DIRECTORS

Andrea Kendell

Secretary

December 14, 2012

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SPECIAL STOCKHOLDER MEETING TO BE HELD ON JANUARY 23, 2013

This proxy statement is available for viewing, printing and downloading at

http://www.amstock.com/ProxyServices/ViewMaterial.asp?CoNumber=16182.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE OR FOLLOW THE INSTRUCTIONS SET FORTH ON THE PROXY CARD TO SUBMIT YOUR VOTE BY PROXY OVER THE INTERNET OR BY TELEPHONE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES. ADDITIONAL POSTAGE MAY BE REQUIRED IF THE PROXY CARD IS MAILED OUTSIDE OF THE UNITED STATES.

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MYREXIS, INC.

305 CHIPETA WAY

SALT LAKE CITY, UTAH 84108

801-214-7800

PROXY STATEMENT FOR THE MYREXIS, INC.

SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 23, 2013

Summary Term Sheet

The following is a summary of the most material terms of the Plan of Complete Liquidation and Dissolution of Myrexis, Inc. (the “Plan of Dissolution”) detailed in this proxy statement and attached as Appendix A. This summary does not contain all of the information that is important to you. We urge you to read this entire document (including the appendices) before you decide whether to vote to approve the Plan of Dissolution. As used in this proxy statement, unless the context otherwise requires, the terms “we,” “us,” “our,” “the Company,” and “Myrexis” refer to Myrexis, Inc., a Delaware corporation.

About Myrexis, Inc.

We are a biopharmaceutical company that has generated a pipeline of differentiated drug candidates in oncology and autoimmune diseases. We have no products approved for commercial sale and have incurred significant losses since our inception.

We were incorporated as Myriad Pharmaceuticals, Inc. in Delaware in January 2009, as a new, wholly owned subsidiary of Myriad Genetics, Inc. in order to effect the separation and spin-off of Myriad Genetics’ research and drug development businesses as a stand-alone, independent, publicly traded company. In connection with the formation of this new subsidiary, Myriad Genetics’ existing subsidiary, Myriad Pharmaceuticals, Inc., changed its corporate name to Myriad Therapeutics, Inc. On June 30, 2009, Myriad Genetics contributed substantially all of the assets and certain liabilities of its research and drug development businesses as well as $188 million in cash and marketable securities to us and effected the spin-off of our company through the pro rata dividend distribution to its stockholders of all outstanding shares of our common stock. Effective July 1, 2010, we changed our name from Myriad Pharmaceuticals, Inc. to Myrexis, Inc. Our principal executive offices are located at 305 Chipeta Way, Salt Lake City, Utah 84108, and our telephone number is 801-214-7800. All of our public filings with the Securities and Exchange Commission (the “SEC”), are accessible from our corporate website at www.myrexis.com. Information contained on the website is not a part of this proxy statement.

The Plan of Dissolution

General (see page 17)

On November 9, 2012, our Board of Directors unanimously approved, subject to stockholder approval, the dissolution and liquidation of the Company pursuant to the Plan of Dissolution. A Special Meeting of our stockholders will be held at our principal executive offices located at 305 Chipeta Way, Salt Lake City, Utah, on Wednesday, January 23, 2013, at 9:00 a.m., local time. At the Special Meeting, you will be asked to consider and vote upon proposals to (1) approve the dissolution and liquidation of the Company pursuant to the Plan of Dissolution; (2) adjourn the Special Meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Special Meeting to approve the dissolution and liquidation of the Company pursuant to the Plan of Dissolution (the “Meeting Adjournment Proposal”); (3) approve, by non-binding, advisory vote, certain compensation arrangements for certain executive officers in connection with the dissolution and liquidation of the Company; and (4) transact such other business as may properly come before the Special Meeting or any adjournments or postponements of the Special Meeting.

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If the Plan of Dissolution is approved by our stockholders, we will file a Certificate of Dissolution with the Delaware Secretary of State dissolving Myrexis, Inc. Pursuant to the Delaware General Corporation Law (the “DGCL”), we will continue to exist for three years after our dissolution or for such longer period as the Delaware Court of Chancery shall direct, for the purpose of prosecuting and defending suits against us and enabling us gradually to close our business, to dispose of our property, to discharge our liabilities and to distribute to our stockholders any remaining assets. The proportionate interests of all of our stockholders will be fixed on the basis of their respective stock holdings at the close of business on the date we file the Certificate of Dissolution with the Delaware Secretary of State, which is referred to herein as the “Final Record Date.” We intend to delist our common stock from the NASDAQ Global Market and close our stock transfer books and discontinue recording transfers of shares of our common stock on the Final Record Date, and thereafter certificates representing shares of our common stock will not be assignable or transferable on our books except by will, intestate succession or operation of law. After the Final Record Date, any distributions made by us will be made solely to the stockholders of record as of the close of business on the Final Record Date, except as may be necessary to reflect subsequent transfers recorded on our books as a result of any assignments by will, intestate succession or operation of law.

Reasons for the Plan of Dissolution (see page 21)

Our Board of Directors believes that the dissolution and liquidation of the Company is advisable and in the best interests of the Company and our stockholders. Our Board of Directors considered at length, with the assistance of legal and financial advisors, potential strategic alternatives available to us, including the acquisition of one or more commercial-stage biopharmaceutical assets, a possible business combination with another company, and business development opportunities for each of our programs. In making its determination, our Board of Directors considered, in addition to other pertinent factors:

Our Board of Directors concluded that dissolution and liquidation under Delaware law is the preferred strategy among the alternatives now available to us and is in the best interests of our stockholders. Accordingly, our Board of Directors unanimously approved the dissolution and liquidation of the Company pursuant to the Plan of Dissolution and recommends that our stockholders approve the dissolution and liquidation of the Company pursuant to the Plan of Dissolution.

Our Activities Following the Approval of the Plan of Dissolution (see page 24)

If the Plan of Dissolution is approved by the requisite vote of our stockholders, the steps set forth below will be completed at such times as our Board of Directors, in its discretion and in accordance with the DGCL, deems necessary, appropriate or advisable in our best interests and the best interests of our stockholders:

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Our Board of Directors may, to the full extent permitted by law, amend the Plan of Dissolution without any further stockholder approval if it determines that such amendment is in the best interest of our stockholders. In addition, if the Board of Directors determines that dissolution and liquidation are not in the best interests of our stockholders, the Board of Directors may direct that the Plan of Dissolution be abandoned, either before or after stockholder approval.

Sale of Our Remaining Assets (see page 27)

The Plan of Dissolution contemplates the sale of all of our remaining non-cash assets without further stockholder approval. Stockholder approval of the Plan of Dissolution will constitute approval of any and all such future asset dispositions on such terms as are approved by our Board of Directors in its sole discretion. The prices at which we will be able to sell our various assets will depend largely on factors beyond our control, including, without limitation, the condition of financial markets, the availability of financing to prospective purchasers of our assets, any required United States and foreign regulatory approvals, public market perceptions and limitations on transferability of certain assets.

Expected Distributions to Stockholders; Timing (see page 24)

As of October 31, 2012, we had approximately $84.9 million in cash, cash equivalents and marketable securities. We currently estimate that we will reserve between $7.0 million and $12.0 million, which will be used to pay all expenses (including operating expenses up until the filing of the Certificate of Dissolution) and other known, non-contingent liabilities, and which also includes reasonable provision for expenses of liquidation and contingent and unknown liabilities as required by Delaware law. Based on this estimated reserve, we currently estimate that the aggregate amount of an initial liquidating distribution to stockholders will be between $72.9 million and $77.9 million, or between $2.67 and $2.83 per share (based on 27,026,549 shares outstanding as of

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December 6, 2012, plus an estimate of the number of options that will be exercised and the number of shares issuable upon the vesting of restricted stock units prior to the dissolution). We intend to make this initial distribution as soon as practicable following the filing of the Certificate of Dissolution, however, we are unable to predict the precise amount or timing of the initial distribution or of any additional liquidating distributions following the initial liquidating distribution. The timing and amount of the initial distribution and any such additional liquidating distributions will depend upon the actual expenses incurred, the timing of the resolution of matters for which we have established the contingency reserve, the amount to be paid in satisfaction of such contingencies, as well as our ability to convert our remaining assets to cash. Although our Board of Directors has not established a firm timetable for the liquidating distributions, subject to contingencies inherent in winding up our business, the Board of Directors intends to make such distributions as promptly as practicable. Subject to the requirements of Delaware law, we expect to make a final distribution prior to the third anniversary of the filing of the Certificate of Dissolution.

Due to the uncertainty of the value of our non-cash assets, we have not provided any estimate of the proceeds of a sale of such assets in the amount of liquidating distributions. Furthermore, we can provide no assurance that we will be able to sell any of our non-cash assets and receive additional proceeds for distribution. Many of the factors influencing the amount of cash distributed to our stockholders as a liquidating distribution cannot be currently quantified with certainty and are subject to change. The actual amounts of liquidating distributions may vary substantially, depending on whether we discover additional liabilities or claims, or if we incur unexpected or greater than expected losses with respect to contingent liabilities. Accordingly, you will not know the exact amount of any liquidating distributions you may receive as a result of the Plan of Dissolution when you vote on the proposal to approve the Plan of Dissolution. You may receive substantially less than the amount we currently estimate or that you otherwise expect to receive. See “Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution” below.

Contingent Liabilities; Contingency Reserve (see page 27)

In connection with our dissolution, we are required by Delaware law to pay or provide for payment of all of our liabilities and obligations, including making reasonable provision for the payment of contingent obligations. Following the date we file our Certificate of Dissolution with the Delaware Secretary of State, we will pay all expenses and other known liabilities and establish a reserve, consisting of cash or other assets, that we believe will be adequate for the satisfaction of all current contingent or conditional claims and liabilities. We also may take other steps we determine are reasonably calculated to provide for the satisfaction of the reasonably estimated amount of such liabilities, including possibly seeking to acquire insurance coverage with respect to certain contingent liabilities. We currently estimate that we will establish a contingency reserve of between $2.8 million and $6.5 million to satisfy contingent liabilities, including our obligation to indemnify Myriad Genetics with respect to the AIA Litigation described below. From time to time, we may distribute to our stockholders on a pro rata basis any portions of the contingency reserve that we deem no longer to be required. In the event we fail to create an adequate contingency reserve for the payment of our expenses and liabilities, and amounts have been distributed to the stockholders under the Plan of Dissolution, each stockholder could be held liable for the repayment to creditors of such stockholder’s pro rata portion of the shortfall out of the liquidating distributions received by such stockholder from us under the Plan of Dissolution.

Pursuant to our Separation and Distribution Agreement with Myriad Genetics, at the time of our separation from Myriad Genetics, we assumed liability for certain pending or threatened legal matters related to our business, and we are 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 Myriad Genetics and the Mayo Clinic Jacksonville and Mayo Foundation for Medical Education and Research (collectively, “Mayo”), asserts that Myriad Genetics and Mayo infringed certain patents allegedly owned by AIA in connection with Myriad Genetics’ research and development of its failed Alzheimer’s drug candidate Flurizan (hereinafter referred to as the “AIA Litigation”). Based on discussions with outside legal

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counsel, including an independent law firm hired by the Board of Directors to review the case, we do not believe that the AIA Litigation will result in material liability for Myrexis. However, the costs of defending intellectual property litigation are substantial, and our Board recently authorized management to pursue a settlement of the AIA Litigation in order to reduce the portion of our otherwise distributable cash to our stockholders which would need to be set aside, if a dissolution and liquidation were pursued, in order to comply with the Company’s obligation to make reasonable provision for contingent obligations. Such settlement efforts have been unsuccessful, and accordingly, we have determined to reserve between $2.5 million and $5.0 million in connection with this ongoing legal proceeding, which the Board believes is a reasonable provision for this contingency. Based on a review and analysis of this matter by litigation counsel and independent counsel, we believe that, absent further developments, the current most likely outcome of this litigation will be a dismissal of the case and an unsuccessful appeal by AIA of that dismissal. Such an outcome would result in our ability to distribute a substantial portion of this reserve to our stockholders upon the final resolution of this case, which could occur within 18-24 months. However, there can be no assurance of the timing of such resolution or the ultimate outcome of the litigation. It is possible, therefore, that no portion of this reserve will ultimately be available for distribution, and it is even possible that a portion of the initial and any subsequent distributions to the stockholders in liquidation could be subject to repayment by the stockholders to satisfy a shortfall in the amount set aside for this contingency.

See “Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution.”

Treatment of Equity Awards and Employee Stock Purchase Plan (see page 30)

All outstanding restricted stock units and outstanding options, whether currently vested or unvested, will terminate immediately prior to our dissolution in accordance with the terms of our 2009 Employee, Director and Consultant Equity Incentive Plan, as amended (the “Equity Incentive Plan”), and we intend to terminate the Equity Incentive Plan effective upon our dissolution.

We have suspended the commencement of any future offering periods under our 2009 Employee Stock Purchase Plan (the “ESPP”) following completion of the offering period currently in effect, which ends on November 30, 2012, and intend to terminate the ESPP effective upon our dissolution.

Reporting Requirements (see page 30)

Whether or not the Plan of Dissolution is approved, we have an obligation to continue to comply with the applicable reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), even though compliance with such reporting requirements may be economically burdensome and of minimal value to our stockholders. If the Plan of Dissolution is approved by our stockholders, in order to curtail expenses, we intend to seek relief from the SEC to suspend our reporting obligations under the Exchange Act, and ultimately to terminate the registration of our common stock. However, the SEC may not grant us the requested relief.

Cessation of Trading of Common Stock; Closing of Stock Transfer Books (see page 29)

We anticipate that we will request that our common stock be delisted from the NASDAQ Global Market at the close of business on the date that we file the Certificate of Dissolution with the Delaware Secretary of State and that trading will be suspended on that date or as soon thereafter as is reasonably practicable. We also currently expect to close our stock transfer books at the close of business on the date that we file the Certificate of Dissolution with the Delaware Secretary of State and to discontinue recording transfers and issuing stock certificates (other than replacement certificates) at that time. Accordingly, it is expected that trading in our shares of common stock will cease after the date that we file the Certificate of Dissolution with the Delaware Secretary of State.

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Certain Material U.S. Federal Income Tax Considerations (see page 37)

As described in “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Material United States Federal Income Tax Consequences of Our Dissolution and Liquidation” and subject to the limitations, assumptions and qualifications therein, amounts distributed to holders of our common stock pursuant to the Plan of Dissolution will be taxable to U.S. holders of our common stock for U.S. federal income tax purposes. We expect that such U.S. stockholders will realize taxable gain or loss on any liquidating distributions. Stockholders are urged to carefully review the discussion of tax matters within this proxy statement and to consult their own tax advisors as to the specific tax consequences to them of our dissolution and liquidation pursuant to the Plan of Dissolution.

Interests of Directors and Executive Officers in Approval of the Plan of Dissolution (see page 32)

In considering the recommendation of our Board of Directors, you should be aware that our directors and executive officers may have interests in the Plan of Dissolution that are different from or in addition to your interests as a stockholder and that may present actual or potential conflicts of interest. Our Board of Directors was aware of these interests and considered them, among other matters, in approving the Plan of Dissolution and the transactions contemplated thereby and in determining to recommend that Myrexis stockholders vote FOR the approval of the dissolution and liquidation of the Company pursuant to the Plan of Dissolution. You should consider these and other interests of our directors and executive officers that are described in this proxy statement.

Required Stockholder Vote (see page 38)

The approval of the dissolution and liquidation of the Company pursuant to the Plan of Dissolution requires the affirmative vote of a majority of the outstanding shares of our common stock. Abstentions and broker non-votes will have the same effect as votes against the proposal to approve the dissolution and liquidation of the Company pursuant to the Plan of Dissolution.

Recommendation of Our Board of Directors (see page 38)

On November 9, 2012, our Board of Directors unanimously: (1) determined that the dissolution and liquidation of the Company, and the other transactions contemplated thereby, are advisable and in the best interests of us and our stockholders, (2) approved in all respects the Plan of Dissolution and the other transactions contemplated thereby, and (3) recommended that our stockholders vote FOR the approval of the dissolution and liquidation of the Company pursuant to the Plan of Dissolution.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains certain forward-looking statements. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of invoking these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by such forward-looking statements. These risks include the risk that we may incur additional liabilities, that we may have liabilities about which we are not currently aware, and that the cost of settlement of our liabilities and contingent obligations could be higher than expected, all of which would impact our ability to make any liquidating distributions to our stockholders. Although we believe that the expectations reflected in any forward-looking statements are reasonable, we cannot guarantee future events or results. Except as may be required under federal law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur.

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QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

General Questions

Why am I receiving these materials?

We have sent you this proxy statement and the enclosed proxy card because the Board of Directors of Myrexis, Inc. is soliciting your proxy to vote at the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or on the Internet.

Who can vote at the Special Meeting?

Only stockholders of record at the close of business on November 28, 2012, the record date of the Special Meeting, will be entitled to vote at the Special Meeting. At the close of business on this record date, there were 27,011,631 shares of common stock outstanding and entitled to vote. If, at the close of business on November 28, 2012, your shares were registered directly in your name with our transfer agent, American Stock Transfer and Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted. If, at the close of business on November 28, 2012, your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

You are voting on whether to approve the dissolution and liquidation of Myrexis pursuant to the Plan of Dissolution attached as Appendix A to this proxy statement. Additionally, stockholders will consider and vote on proposals to adjourn the Special Meeting to another date, time or place, if necessary in the judgment of the proxy holders, for the purpose of soliciting additional proxies to vote in favor of the proposed Plan of Dissolution and to approve, by non-binding, advisory vote, certain compensation arrangements for certain executive officers in connection with the dissolution and liquidation. Any other matter that is properly presented at the meeting will also be voted upon at that time.

How do I vote?

Whether you plan to attend the Special Meeting or not, we urge you to vote by proxy. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via Internet or telephone. You may specify whether your shares should be voted for, against or abstain with respect to each of the proposals. Voting by proxy will not affect your right to attend the Special Meeting. If your shares are registered directly in your name through our stock transfer agent, American Stock Transfer and Trust Company, or you have stock certificates registered in your name, you may vote:

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Telephone and Internet voting facilities for stockholders of record will be available 24-hours a day and will close at 11:59 p.m. Eastern Time on January 22, 2013.

If your shares are held in “street name,” you will receive instructions from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the meeting, you must contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the meeting in order to vote.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of our common stock you own as of November 28, 2012.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the dissolution and liquidation of the Company pursuant to the Plan of Dissolution, “FOR” the Meeting Adjournment Proposal, and “FOR” the compensation arrangements of certain executive officers in connection with the dissolution and liquidation. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. In addition, we have engaged The Proxy Advisory Group, LLC, to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which in total is not expected to exceed $17,000.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, your shares are registered in more than one name or are registered in different accounts. Please complete, sign and return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

If you give us your proxy, you may change or revoke it at any time before the Special Meeting. You may change or revoke your proxy in any one of the following ways:

Your most current vote, whether by telephone, Internet or proxy card, is the one that will be counted.

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What vote is required to approve each proposal and how are votes counted?

Can I still sell my shares of Myrexis, Inc. common stock?

Yes, but only until the filing of our Certificate of Dissolution with the Delaware Secretary of State. Our common stock is listed on the NASDAQ Global Market. We anticipate that we will request that our common stock be delisted at the close of business on the date we file the Certificate of Dissolution and that trading will be suspended on that date or as soon thereafter as is reasonably practicable. In addition, we intend to close our stock transfer books and discontinue recording transfers of shares of our common stock at the close of business on the date we file the Certificate of Dissolution. Thereafter, certificates representing shares of our common stock will not be assignable or transferable on our books except by will, intestate succession or operation of law. See “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Description of the Plan of Dissolution and Dissolution Process—Listing and Trading of the Common Stock and Interests in the Liquidating Trust or Trusts.”

Questions and Answers Concerning the Plan of Dissolution

How does the Board of Directors recommend I vote on the proposal to approve the dissolution and liquidation of the Company pursuant to the Plan of Dissolution and the Meeting Adjournment Proposal?

The Board of Directors recommends that you vote FOR the authorization and approval of the dissolution and liquidation of the Company pursuant to the Plan of Dissolution and FOR the Meeting Adjournment Proposal.

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Why is the Board of Directors recommending approval of the Plan of Dissolution?

In September 2011, we announced that we had completed an in-depth review of our drug development pipeline, incorporating extensive inputs from both internal and independent external analyses. As a result, we made a strategic business decision to suspend any further development of our lead drug candidate Azixa, which was in Phase 2 development for the treatment of advanced primary and metastatic tumors with brain involvement, as we concluded that completing the Phase 2b clinical trial we had underway would require a disproportionate investment of time and resources relative to its likelihood of technical and regulatory success. Following this decision, in November 2011, we announced a corporate reorganization to realign our resources with our development strategy and clinical initiatives following the suspension of further development of Azixa. The reorganization included an immediate reduction in our workforce by 15 employees or approximately 20%.

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 stockholder value. Despite these efforts, we have been unsuccessful in identifying and completing a strategic transaction that would have a reasonable likelihood of providing value to our stockholders in excess of the amount the stockholders would receive in a liquidation. Accordingly, our Board of Directors believes that the dissolution and liquidation of the Company is advisable and in the best interests of the Company and our stockholders. See “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Background of the Plan of Dissolution” and “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Reasons for the Plan of Dissolution.”

What will happen if the Plan of Dissolution is approved?

If the Plan of Dissolution is approved, we plan to file a Certificate of Dissolution with the Delaware Secretary of State. As of October 31, 2012, we had approximately $84.9 million in cash, cash equivalents and marketable securities. We currently estimate that we will reserve between $7.0 million and $12.0 million, which will be used to pay all expenses (including operating expenses up until the filing of the Certificate of Dissolution) and other known, non-contingent liabilities, and which also includes reasonable provision for expenses of liquidation and contingent and unknown liabilities as required by Delaware law. Based on this estimated reserve, we currently estimate that the aggregate amount of an initial liquidating distribution to stockholders will be between $72.9 million and $77.9 million, or between $2.67 and $2.83 per share (based on 27,026,549 shares outstanding as of December 6, 2012, plus an estimate of the number of options that will be exercised and the number of shares issuable upon the vesting of restricted stock units prior to the dissolution). We intend to make this initial distribution as soon as practicable following the filing of the Certificate of Dissolution, however, we are unable to predict the precise amount or timing of the initial distribution or of any additional liquidating distributions following the initial liquidating distribution. The timing and amount of the initial distribution and any such additional liquidating distributions will depend upon the actual expenses incurred, the timing of the resolution of matters for which we have established the contingency reserve, the amount to be paid in satisfaction of such contingencies, as well as our ability to convert our remaining assets to cash.

In addition to the satisfaction of our liabilities, we have used and anticipate continuing to use cash in the next several months for a number of items, including, but not limited to, the following:

We may, at any time, turn our management over to a third party to complete the liquidation of our remaining assets and distribute the available liquidation proceeds, if any, to our stockholders, pursuant to the

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Plan of Dissolution, including an assignment for the benefit of creditors. This third-party management may be in the form of a liquidating trust, which, if adopted, would succeed to all of our assets, liabilities and obligations. Our Board of Directors may appoint one or more of its members, one or more of our officers or a third party to act as trustee or trustees of such liquidating trust. See “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Description of the Plan of Dissolution and Dissolution Process—Liquidating Trust.”

What is the total amount of the payments, if any, that stockholders will receive?

We currently estimate that the aggregate amount of an initial liquidating distribution to stockholders will be between $72.9 million and $77.9 million, or between $2.67 and $2.83 per share (based on 27,026,549 shares outstanding as of December 6, 2012 plus an estimate of the number of options that will be exercised and the number of shares issuable upon the vesting of restricted stock units prior to the dissolution). We intend to make this initial distribution as soon as practicable following the filing of the Certificate of Dissolution, however, we are unable to predict the precise amount or timing of the initial distribution or of any additional liquidating distributions following the initial liquidating distribution. The timing and amount of the initial distribution and any such additional liquidating distributions will depend upon the actual expenses incurred, the timing of the resolution of matters for which we have established the contingency reserve, the amount to be paid in satisfaction of such contingencies, as well as our ability to convert our remaining assets to cash.

Due to the uncertainty of the value of our non-cash assets, we have not provided any estimate of the proceeds of a sale of such assets in the amount of liquidating distributions. Furthermore, we can provide no assurance that we will be able to sell any of our non-cash assets and receive additional proceeds for distribution. Many of the factors influencing the amount of cash distributed to our stockholders as a liquidating distribution cannot be currently quantified with certainty and are subject to change. The actual amounts of liquidating distributions may vary substantially, depending on whether we discover additional liabilities or claims, or if we incur unexpected or greater than expected losses with respect to contingent liabilities. Accordingly, you will not know the exact amount of any liquidating distributions you may receive as a result of the Plan of Dissolution when you vote on the proposal to approve the Plan of Dissolution. You may receive substantially less than the amount we currently estimate or that you otherwise expect to receive. See “Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution” below.

When do you expect the dissolution process to be completed?

Upon approval of the Plan of Dissolution by our stockholders, we will work toward an orderly wind down of our business and operations. Subject to stockholder approval of the Plan of Dissolution, we currently expect to file a Certificate of Dissolution as soon as reasonably practicable following stockholder approval of the Plan of Dissolution and expect to have the majority of our business operations completed by that time. Additionally, pursuant to the Delaware law, our corporate existence will continue for a period of at least three years, but we would not be permitted to carry on any business except that appropriate to wind up and liquidate our business and affairs.

Should I send in my stock certificates now?

No. You should not forward your stock certificates before receiving instructions to do so. As a condition to the receipt of any distribution to the stockholders, we may, in our discretion, require stockholders to (i) surrender their certificates evidencing their shares of our common stock to us or (ii) furnish us with evidence satisfactory to us of the loss, theft or destruction of such certificates, together with such surety bond or other security or indemnity as may be required by and satisfactory to us. If surrender of stock certificates will be required following the dissolution, we will send you written instructions regarding such surrender. Any distributions otherwise payable by us to stockholders who have not surrendered their stock certificates, if requested to do so, may be held in trust for such stockholders, without interest, pending the surrender of such certificates (subject to escheat pursuant to the law relating to unclaimed property).

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What are the material United States federal income tax consequences of the dissolution and liquidation?

Liquidating distributions received by our stockholders, if any, will be applied against and reduce each stockholder’s tax basis in such stockholder’s shares of stock. Gain will be recognized as a result of a liquidating distribution to the extent that the aggregate value of the distribution and any prior liquidating distributions received by a stockholder with respect to a share exceeds such stockholder’s basis for that share. A loss will generally be recognized if the aggregate value of all liquidating distributions with respect to a share is less than the stockholder’s tax basis for that share. Gain or loss recognized by a stockholder will be capital gain or loss provided the shares are held as capital assets, and will generally be long-term capital gain or loss if the stock has been held for more than one year. See “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Material United States Federal Income Tax Consequences of Our Dissolution and Liquidation.”

The tax consequences of the Plan of Dissolution may vary depending upon the particular circumstances of each stockholder. We recommend that each stockholder consult its own tax advisor regarding the federal income tax consequences of the Plan of Dissolution as well as the state, local and foreign tax consequences.

What will happen if the Plan of Dissolution is not approved?

If the Plan of Dissolution is not approved by our stockholders, the dissolution and liquidation of the Company will not occur and our Board of Directors and management will continue to explore other strategic alternatives. However, our management and Board of Directors have considered at length, with the assistance of legal and financial advisors, potential strategic alternatives available to us and have been unable to identify any alternative or transaction that they believe would have a reasonable likelihood of providing greater value to our stockholders than our stockholders would receive in a liquidation. It is possible that the Company would seek voluntary dissolution at a later time and potentially with diminished assets. In addition, we could cease operations, make an assignment for the benefit of creditors, turn the Company over to a third-party management company or liquidator or file for bankruptcy protection.

Do I have appraisal rights?

Under Delaware law, you do not have appraisal rights in connection with any of the proposals.

Who can help answer my questions?

If you would like additional copies, without charge, of this proxy statement or if you have questions about the Plan of Dissolution or the transactions contemplated thereby, including the procedures for voting your shares, you should contact The Proxy Advisory Group, who is assisting us in this matter, at 888-557-7699 (888-55PROXY).

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Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution

There are many factors that our stockholders should consider when deciding whether to vote to approve the Plan of Dissolution. Such factors include those risk factors set forth below. You should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement.

The amount we distribute to our stockholders in the initial liquidating distribution may be substantially less than the amount we currently estimate if the amounts of our liabilities, other obligations and expenses or claims against us are higher than we currently anticipate.

As of October 31, 2012, we had approximately $84.9 million in cash, cash equivalents and marketable securities. We currently estimate that we will reserve between $7.0 million and $12.0 million, which will be used to pay all expenses (including operating expenses up until the filing of the Certificate of Dissolution) and other known, non-contingent liabilities, and which also includes reasonable provision for expenses of liquidation and contingent and unknown liabilities as required by Delaware law. Based on this estimated reserve, we currently estimate that the aggregate amount of an initial liquidating distribution to stockholders will be between $72.9 million and $77.9 million, or between $2.67 and $2.83 per share (based on 27,026,549 shares outstanding as of December 6, 2012, plus an estimate of the number of options that will be exercised and the number of shares issuable upon the vesting of restricted stock units prior to the dissolution). The amount of cash ultimately distributed to our stockholders in the initial liquidating distribution depends on the amount of our liabilities, obligations and expenses and claims against us, and contingency reserves that we establish during the liquidation process. We have attempted to estimate reasonable reserves for such liabilities, obligations, expenses and claims against us. However, those estimates may be inaccurate. Factors that could impact our estimates include the following:

If any of the foregoing occurs, the amount we initially distribute to our stockholders may be substantially less than the amount we currently estimate.

We cannot assure you of the exact amount or timing of any additional liquidating distributions to our stockholders under the Plan of Dissolution.

The dissolution and liquidation process is subject to numerous uncertainties, and may not result in any remaining capital for additional liquidating distributions to our stockholders following the initial liquidating distribution. The precise amount and timing of any additional liquidating distribution to our stockholders will depend on and could be delayed by, among other things, sales of our non-cash assets, claim settlements with creditors, resolution of the AIA Litigation with respect to which we have an obligation to indemnify our former parent, Myriad Genetics, and unexpected or greater than expected expenses.

If our stockholders vote against the Plan of Dissolution, it would be very difficult for us to continue our business operations.

If our stockholders do not approve the Plan of Dissolution, we would have to continue our business operations from a difficult position, in light of our announced intent to dissolve and liquidate. We are not actively conducting any clinical development programs and have generally ceased normal business operations and

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terminated all but ten of our employees. Prospective employees, vendors and other third parties may refuse to form relationships or conduct business with us if they do not believe we will continue to operate as a going concern.

Our Board of Directors may abandon or delay implementation of the Plan of Dissolution even if approved by our stockholders.

Even if our stockholders approve the Plan of Dissolution, our Board of Directors has reserved the right, in its discretion, to the extent permitted by Delaware law, to abandon or delay implementation of the Plan of Dissolution if such action is determined to be in the best interests of our stockholders, in order, for example, to permit us to pursue new business opportunities or strategic transactions.

The payment of liquidating distributions, if any, to our stockholders could be delayed.

Although our Board of Directors has not established a firm timetable for liquidating distributions to our stockholders, the Board of Directors intends, subject to contingencies inherent in winding down our business, to make such liquidating distributions, if any, as promptly as practicable as creditor claims and contingent liabilities are paid or settled. However, we are currently unable to predict the precise timing of any such liquidating distributions or whether any liquidating distributions will occur at all. The timing of any such liquidating distributions will depend on and could be delayed by, among other things, the timing of sales of our non-cash assets and claim settlements with creditors. Additionally, a creditor could seek an injunction against the making of such distributions to our stockholders on the ground that the amounts to be distributed were needed to provide for the payment of our liabilities and expenses. Any action of this type could delay or substantially diminish the amount available for such distribution to our stockholders.

We will continue to incur claims, liabilities and expenses that will reduce the amount available for distribution out of the liquidation to stockholders.

Claims, liabilities and expenses from operations, such as operating costs, salaries, directors’ and officers’ insurance, payroll and local taxes, legal, accounting and consulting fees and miscellaneous office expenses, will continue to be incurred as we wind down. These expenses will reduce the amount of assets available for ultimate distribution to stockholders.

If we fail to create an adequate contingency reserve for payment of our expenses and liabilities, each stockholder receiving liquidating distributions could be held liable for payment to our creditors of his, her or its pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder in dissolution.

If the Plan of Dissolution is approved by our stockholders, we will file a Certificate of Dissolution with the Delaware Secretary of State dissolving Myrexis, Inc. Pursuant to the DGCL, we will continue to exist for three years after our dissolution or for such longer period as the Delaware Court of Chancery shall direct, for the purpose of prosecuting and defending suits against us and enabling us gradually to close our business, to dispose of our property, to discharge our liabilities and to distribute to our stockholders any remaining assets. Under the DGCL, in the event we fail to create during this three-year period an adequate contingency reserve for payment of our expenses and liabilities, each stockholder of record as of the Final Record Date could be held liable for payment to our creditors of such stockholder’s pro rata share of amounts owed to creditors in excess of the contingency reserve, up to the amount actually distributed to such stockholder in dissolution.

Although the liability of any stockholder is limited to the amounts previously received by such stockholder from us (and from any liquidating trust or trusts) pursuant to the Plan of Dissolution, this means that a stockholder could be required to return all liquidating distributions previously made to such stockholder and receive nothing from us under the Plan of Dissolution. Moreover, in the event a stockholder has paid taxes on

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amounts previously received, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. While we will endeavor to make adequate reserves for all known, contingent, and unknown liabilities, there is no guarantee that the reserves established by us will be adequate to cover all such expenses and liabilities.

No further stockholder approval will be required.

Approval of the Plan of Dissolution and the actions contemplated thereby requires the affirmative vote of a majority of our outstanding shares of common stock. If our stockholders approve the Plan of Dissolution, we will be authorized to cease operations, sell, license or otherwise dispose of our non-cash assets and dissolve the Company without further approval of our stockholders, unless required to do so by Delaware law.

We intend to have our common stock delisted from the NASDAQ Global Market and our stock transfer books closed at the close of business on the date we file the Certificate of Dissolution with the Delaware Secretary of State, after which it will not be possible for stockholders to publicly trade our stock.

We will request that our common stock be delisted from the NASDAQ Global Market at the close of business on the date we file the Certificate of Dissolution with the Delaware Secretary of State and intend to close our stock transfer books and discontinue recording transfers of our common stock at that time. Thereafter, certificates representing our common stock will not be assignable or transferable on our books except by will, intestate succession or operation of law. The proportionate interests of all of our stockholders will be fixed on the basis of their respective stock holdings at the close of business on the Final Record Date, and, after the Final Record Date, any distributions made by us will be made solely to the stockholders of record at the close of business on the Final Record Date, except as may be necessary to reflect subsequent transfers recorded on our books as a result of any assignments by will, intestate succession or operation of law. It is possible that the trading of our common stock on the NASDAQ Global Market will effectively terminate before the Final Record Date if we are unable to meet NASDAQ’s requirements for continued listing.

We will continue to incur the expenses of complying with public company reporting requirements.

We have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act even though compliance with such reporting requirements is economically burdensome. In order to curtail expenses, we intend, after filing our Certificate of Dissolution, to seek relief from the SEC from the reporting requirements under the Exchange Act. However, the SEC may not grant any such relief, in which case we would be required to continue to bear the expense of being a public reporting company until at least the filing of our Annual Report on Form 10-K for the fiscal year ending June 30, 2013.

Our Board of Directors may at any time turn management of the liquidation over to a third party, and some or all of our directors may resign from our Board of Directors at any time.

Our Board of Directors may at any time turn our management over to a third party to complete the liquidation of our remaining assets and distribute the available proceeds to our stockholders, and a number of our directors have indicated that they expect to resign from our Board of Directors prior to or in connection with the filing of the Certificate of Dissolution, while others may resign at any time. If management is turned over to a third party and all of our directors resign from our Board of Directors, the third party would have sole control over the liquidation process, including the sale or distribution of any remaining assets.

If we decide to use a liquidating trust, interests of our stockholders in such a trust may not be transferable.

The interests of our stockholders in a liquidating trust set up by us may not be transferable, which could adversely affect your ability to realize the value of such interests. Even if transferable, the interests are not expected to be listed on a national securities exchange, and the extent of any trading market therein cannot be

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predicted. Moreover, the interests may not be accepted by commercial lenders as security for loans as readily as more conventional securities with established trading markets. In addition, as stockholders will be deemed to have received a liquidating distribution equal to their pro rata share of the value of the net assets distributed to an entity which is treated as a liquidating trust for tax purposes, the distribution of non-transferable interests would result in tax liability to the interest holders without their being readily able to realize the value of such interest to pay such taxes or otherwise.

Stockholders may not be able to recognize a loss for U.S. federal income tax purposes until they receive a final distribution from us.

As a result of our dissolution and liquidation, for U.S. federal income tax purposes, our stockholders generally will recognize gain or loss equal to the difference between (1) the sum of the amount of cash and the fair market value (at the time of distribution) of property, if any, distributed to them, and (2) their tax basis for their shares of our common stock. Liquidating distributions pursuant to the Plan of Dissolution may occur at various times and in more than one tax year. Any loss generally will be recognized by a stockholder only when the stockholder receives our final liquidating distribution to stockholders, and then only if the aggregate value of all liquidating distributions with respect to a share is less than the stockholder’s tax basis for that share. Stockholders are urged to consult their own tax advisors as to the specific tax consequences to them of our dissolution and liquidation pursuant to the Plan of Dissolution. See “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Material United States Federal Income Tax Consequences of Our Dissolution and Liquidation.”

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PROPOSAL 1

APPROVAL OF THE PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION

General

Our Board of Directors is presenting the Plan of Dissolution for approval by our stockholders at the Special Meeting. The Plan of Dissolution was unanimously approved by the Board of Directors, subject to stockholder approval, on November 9, 2012. A copy of the Plan of Dissolution is attached as Appendix A to this proxy statement. All material features of the Plan of Dissolution are summarized below. We encourage you to read the Plan of Dissolution in its entirety.

Summary of the Plan of Dissolution and Dissolution Process

After stockholder approval of the Plan of Dissolution, our activities will be limited to:

Delaware law provides that, following the approval of the Plan of Dissolution by our stockholders, the Board of Directors may take such actions as it deems necessary in furtherance of the dissolution of the Company and the winding up of its operations and affairs.

As of October 31, 2012, we had approximately $84.9 million in cash, cash equivalents and marketable securities. We currently estimate that we will reserve between $7.0 million and $12.0 million, which will be used to pay all expenses (including operating expenses up until the filing of the Certificate of Dissolution) and other known, non-contingent liabilities, and which also includes reasonable provision for expenses of liquidation and contingent and unknown liabilities as required by Delaware law. Based on this estimated reserve, we currently estimate that the aggregate amount of an initial liquidating distribution to stockholders will be between $72.9 million and $77.9 million, or between $2.67 and $2.83 per share (based on 27,026,549 shares outstanding as of December 6, 2012, plus an estimate of the number of options that will be exercised and the number of shares issuable upon the vesting of restricted stock units prior to the dissolution). We intend to make this initial distribution as soon as practicable following the filing of the Certificate of Dissolution, however, we are unable

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to predict the precise amount or timing of the initial distribution or of any additional liquidating distributions following the initial liquidating distribution. The timing and amount of the initial distribution and any such additional liquidating distributions will depend upon the actual expenses incurred, the timing of the resolution of matters for which we have established the contingency reserve, the amount to be paid in satisfaction of such contingencies, as well as our ability to convert our remaining assets to cash. Any liquidating distributions from us will be made to stockholders according to their holdings of common stock as of the Final Record Date, which shall be the date on which we close our stock transfer books and discontinue recording transfers of our common stock except for transfers by will, intestate succession or operation of law.

In addition to the satisfaction of liabilities, we have used and anticipate continuing to use cash in the next several months for a number of items, including, but not limited to, the following:

We may, at any time, turn our management over to a third party to complete the liquidation of our remaining assets and distribute the proceeds from the sale of assets to our stockholders pursuant to the Plan of Dissolution, including an assignment for the benefit of creditors. This third-party management may also be in the form of a liquidating trust, which, if adopted, would succeed to all of our assets, liabilities and obligations. Our Board of Directors may appoint one or more of its members, one or more of our officers, or a third party to act as trustee or trustees of such liquidating trust. If all of our assets are not distributed within three years after the date our dissolution, we expect to transfer our remaining assets to a liquidating trust at such time.

During the liquidation of our assets, we may pay our officers, directors, employees and agents, or any of them, compensation for services rendered in connection with the implementation of the Plan of Dissolution. See “Interests of Directors and Executive Officers in Approval of the Plan of Dissolution.” Such compensation is not expected to be materially different from the compensation that would be paid to an outside party for similar services.

Background of the Plan of Dissolution

On June 30, 2009, in order to effect the separation and spin-off of the research and drug development businesses of Myriad Genetics as a stand-alone, independent, publicly traded company, Myriad Genetics contributed to us substantially all of the assets and certain liabilities of its research and drug development businesses as well as approximately $188 million in cash and marketable securities, subject to an allocation to us of certain liabilities and obligations, and effected the spin-off of our company through the pro rata dividend distribution to its stockholders of shares of our common stock. At the time, Myriad Genetics stated that its Board of Directors believed that the separation of its research and drug development businesses from its molecular diagnostic business was the best way to unlock the full value of Myriad Genetics’ businesses.

Following the spin-off, as a biopharmaceutical company we continued to carry out research and development of our pipeline of differentiated drug candidates in oncology and autoimmune diseases, including Azixa, our lead drug candidate, for the treatment of advanced primary and metastatic tumors. In 2009, we initiated a 56-patient, open-label Phase 2 clinical trial to evaluate Azixa as monotherapy in patients with recurrence of Glioblastoma multiforme, or GBM, an aggressive type of brain cancer, and in December of 2010, we initiated a two-arm Phase 2b trial of Azixa in patients newly diagnosed with GBM. Following the spin-off, we also continued to carry out research and development activities with respect to our HIV maturation inhibitor programs and three other clinical-stage and preclinical drug candidates. We suspended our HIV maturation inhibitor programs in June 2010 for strategic and business reasons.

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In the latter half of 2009, while we were continuing our research and drug development activities, after extensive due diligence and analysis, we pursued an opportunity to acquire another company, Javelin Pharmaceuticals, Inc. (“Javelin”). Javelin had recently submitted a New Drug Application to the U.S. Food and Drug Administration, for its drug candidate Dyloject for the management of acute, moderate to severe pain in adults. Our objectives in seeking to acquire Javelin were to provide an accelerated path to commercialization; enhance our development pipeline to include early, mid- and late-stage product candidates; use a portion of our cash resources to build a focused commercial infrastructure to support and accelerate commercial opportunities; and acquire an anticipated source of relatively near-term product revenues that could generate ongoing funding for our research and development activities. The opportunity to acquire Javelin had arisen earlier as the result of Javelin’s own attempts to market itself and its product portfolio, among other possible strategic courses of action. After negotiation, on December 18, 2009, we entered into a merger agreement to acquire Javelin. However, effective April 16, 2010, Javelin terminated the merger agreement based on its Board of Directors’ exercise of a fiduciary right of termination to accept a superior proposal from another party. We received the termination fee and a stipulated expense reimbursement which were provided for under the merger agreement in such a circumstance, as well as repayment of amounts which we had loaned to Javelin and which Javelin owed to us under a loan and security agreement.

In August 2011, we began an in-depth review of our drug development pipeline in order to objectively assess the technical, regulatory and economic potential of each of our drug development programs and to facilitate an effective allocation of the Company’s resources. This review incorporated both internal and independent external analyses of preclinical and clinical data, and clinical trial designs, including the trial size and access to patients, required trial endpoints and estimated costs. In addition, we reviewed regulatory requirements, evolving competitive environments and potential market sizes for each of our development programs, and held discussions with key opinion leaders. The review was completed in September 2011, and on the basis of the inputs from the review, our Board of Directors made a strategic business decision to suspend any further development of Azixa in order to reallocate resources towards advancing lead candidates from earlier stage programs through preclinical and clinical development. We concluded that completing the Phase 2b clinical trial for Azixa would require a disproportionate investment of time and resources relative to the likelihood of technical and regulatory success.

Following this decision, in November 2011, we announced a corporate reorganization to realign our resources with our development strategy and clinical initiatives following the suspension of further development of Azixa. The reorganization included an immediate reduction in our workforce by 15 employees, or approximately 20%.

In February 2012, following further consideration by our management and Board of Directors of our remaining preclinical and clinical programs, including review of in-depth analyses by external consultants, we announced that we had suspended development activities on all of our clinical and preclinical programs and that we had retained Stifel Nicolaus Weisel (“Stifel”), an investment banking firm, to assist in reviewing and evaluating a full range of strategic alternatives to enhance stockholder value. In March 2012, we initiated a further alignment of our resources, involving a phased reduction in our workforce from approximately 59 employees to our ten current employees.

On March 29, 2012, our Board of Directors adopted a Tax Benefits Preservation Rights Plan (the “Rights Agreement”) designed to help protect and preserve the Company’s substantial tax attributes primarily associated with net operating loss carryforwards (“NOLs”) and research tax credits, under Section 382 and 383 of the Internal Revenue Code (the “Code”). The Rights Agreement replaced the Shareholder Rights Plan that the Company adopted in 2009, which the Board of Directors terminated immediately prior to the adoption of the Rights Agreement. In order to maintain our ability to realize value from, and otherwise preserve and utilize, our NOLs and research tax credits, which the Rights Agreement was designed to protect, we have continued to monitor the likelihood of an “ownership change” of the Company under Sections 382 and 383 of the Code, which would substantially limit our ability to generate a tax benefit through the use of these tax attributes.

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Based on an evaluation in March and April 2012 of our strategic alternatives, our Board of Directors 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 hiring of Richard B. Brewer as our President and Chief Executive Officer and David W. Gryska as our Chief Operating Officer, who brought an extensive record of acquiring, commercializing and marketing pharmaceutical products. In addition, they were appointed as members of our Board of Directors. Messrs. Brewer and Gryska, with the assistance of Stifel, proceeded to canvas the market for available commercial-stage biopharmaceutical products, eventually identifying a limited number of acquisition candidates to analyze in greater depth and to discuss with their respective owners. This process continued throughout the spring and summer of 2012, including explorations, evaluations and discussions regarding several potential candidates. Our Board of Directors received progress reports during this period, including at its regularly scheduled meeting in June 2012.

On August 15, 2012, we announced the death of Mr. Brewer and that our Board of Directors had appointed Mr. Gryska as acting President and Chief Executive Officer. Mr. Gryska thereafter, with the assistance of Stifel and outside consultants, continued to seek to identify and evaluate acquisition candidates and to discuss internally and with them possible acquisition transactions.

On September 21, 2012, our Board of Directors met and received reports from representatives of Stifel and from Mr. Gryska regarding the efforts to identify and pursue commercial-stage biopharmaceutical asset acquisition candidates, as well as other business combination transactional possibilities of which they had become aware in the course of carrying out their efforts to pursue our strategy. Having received such reports and advice from our financial and legal advisors, our Board of Directors determined that the current strategic course had not yet yielded a transaction that the Board believed would be in the best interests of the Company and its stockholders to pursue, and therefore, the full range of strategic alternatives should be reviewed again, including but not limited to continued pursuit of an acquisition transaction, a voluntary dissolution and liquidation of the Company, the possible sale of the Company, and any other transaction, whether initiated by us or by another party, which would maximize value for our stockholders.

Thereafter, with the assistance of Stifel and through management’s continuing efforts, we continued to analyze our possible strategic courses, including voluntary dissolution and liquidation but without prejudice to any other alternative which would confer greater value on our stockholders. Our Board held several telephonic meetings during this period in which it received updates from management and advice from its legal counsel on the process of dissolution and liquidation of the Company if the Board were to determine such course to be in the best interests of the Company and its stockholders. Included in our consideration of the alternative of voluntary dissolution and liquidation has been a careful analysis of the Company’s obligation pursuant to the Delaware General Corporation Law to make reasonable provision, if a dissolution and liquidation were pursued, for outstanding, contingent and unknown obligations. In particular, as previously disclosed, pursuant to our Separation and Distribution Agreement with Myriad Genetics, at the time of our separation from Myriad Genetics, we assumed liability for certain pending or threatened legal matters related to our business, including the AIA Litigation. Although we do not believe that any obligation we assumed under the Separation and Distribution Agreement, including the AIA Litigation, will ultimately result in a material liability, the costs of defending intellectual property litigation are substantial. Accordingly, our Board recently authorized management to pursue a settlement of the AIA Litigation in order to reduce the portion of our otherwise distributable cash to our stockholders which would need to be set aside, if a dissolution and liquidation were pursued, in order to comply with the Company’s obligation to make reasonable provision for contingent obligations. Such settlement efforts have been unsuccessful, and accordingly, we have included a reserve for the AIA Litigation that we believe makes reasonable provision for this contingency. Based on a review and analysis of this matter by litigation counsel and independent counsel, we believe that, absent further developments, the current most likely outcome of this litigation will be a dismissal of the case and an unsuccessful appeal by AIA

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of that dismissal. Such an outcome would result in our ability to distribute a substantial portion of this reserve to our stockholders upon the final resolution of this case, which could occur within 18-24 months. However, there can be no assurance of the timing of such resolution or the ultimate outcome of the litigation. It is possible, therefore, that no portion of this reserve will ultimately be available for distribution, and it is even possible that a portion of the initial and any subsequent distributions to the stockholders in liquidation could be subject to repayment by the stockholders to satisfy a shortfall in the amount set aside for this contingency.

On November 8, 2012, our Board of Directors held a meeting for the purpose of considering the dissolution and liquidation of the Company pursuant to the Plan of Dissolution and other alternatives available to us. Also present at the meeting were representatives of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., our outside legal counsel (“Mintz Levin”). Mintz Levin reviewed with the Board of Directors the fiduciary duties of the Board of Directors, the extensive process Myrexis had undertaken in connection with its review of strategic alternatives and the terms of the proposed Plan of Dissolution. Management presented its analysis of the alternatives available to dissolution and liquidation, noting that the Company had been unsuccessful in identifying and completing a strategic transaction that would have a reasonable likelihood of providing value to stockholders in excess of the amount the stockholders would receive in a liquidation. Management also presented its analysis of the net assets it believed would be available for distribution to stockholders pursuant to the Plan of Dissolution.

After discussion, the Board of Directors determined that the dissolution and liquidation of the Company were advisable and in the best interests of Myrexis and its stockholders. Because one of the directors was unable to attend the meeting, the dissolution and liquidation of the Company pursuant to the Plan of Dissolution was unanimously approved by the Board of Directors, subject to stockholder approval, via written consent on November 9, 2012.

If, prior to the dissolution, the Company receives an offer for a transaction that will, in the view of the Board, provide superior value to stockholders than the value of the estimated distributions under the Plan of Dissolution, taking into account all factors that could affect valuation, including timing and certainty of payment or closing, credit market risks, proposed terms and other factors, the dissolution and liquidation pursuant to the Plan of Dissolution could be abandoned in favor of such a transaction.

Reasons for the Plan of Dissolution

In arriving at its determination that the Plan of Dissolution is advisable and in the best interests of the Company and its stockholders and is the preferred strategic option for Myrexis, our Board of Directors carefully considered the terms of the Plan of Dissolution and the dissolution and liquidation process under Delaware law, as well as other available strategic alternatives. As part of the evaluation process, the Board of Directors considered the risks and timing of each alternative available to Myrexis and consulted with management and our legal and financial advisors. In approving the Plan of Dissolution, our Board of Directors considered several of the factors set out above as well as the following factors:

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Our Board of Directors also considered the following negative factors in arriving at its conclusion that dissolving and liquidating Myrexis is in the best interests of the Company and its stockholders:

Our Board of Directors also considered the other factors described in the section entitled “Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution” in this proxy statement in deciding to approve, and recommend that our stockholders approve, the dissolution and liquidation of the Company pursuant to the Plan of Dissolution.

In view of the variety of factors considered in connection with its evaluation of the Plan of Dissolution, our Board of Directors did not find it practical, and did not quantify or otherwise attempt, to assign relative weight to the specific factors considered in reaching its conclusions. In addition, our Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to its ultimate determination, but rather conducted an overall analysis of the factors described above. In considering the factors described above, individual directors may have given different weight to different factors.

We cannot offer any assurance that the liquidation value per share of our common stock will equal or exceed the price or prices at which such shares recently have traded or could trade in the future. However, our Board of Directors believes that it is in the best interests of the Company and its stockholders to distribute to the stockholders our net assets pursuant to the Plan of Dissolution.

If the dissolution and liquidation of the Company pursuant to the Plan of Dissolution is not approved by our stockholders, the dissolution and liquidation of the Company will not occur and our Board of Directors and

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management will continue to explore other strategic alternatives. However, our management and Board of Directors have considered at length, with the assistance of legal and financial advisors, potential strategic alternatives available to us and have been unable to identify any alternative or transaction that they believe would have a reasonable likelihood of providing greater value to our stockholders than our stockholders would receive in a liquidation. It is possible that the Company would seek voluntary dissolution at a later time and potentially with diminished assets. In addition, we could cease operations, make an assignment for the benefit of creditors, turn the Company over to a third-party management company or liquidator or file for bankruptcy protection. At this time, our Board of Directors has considered these and other options and has determined that it is in the best interests of the Company and of our stockholders to dissolve Myrexis and return the cash to our stockholders. The Board of Directors, however, retains the right to consider other alternatives should a more attractive offer arise before the filing of the Certificate of Dissolution.

Dissolution Under Delaware Law

Delaware law provides that a corporation may dissolve upon the recommendation of the board of directors of the corporation, followed by the approval of its stockholders. Following such approval, the dissolution is effected by filing a Certificate of Dissolution with the Delaware Secretary of State. The corporation is dissolved upon the effective date of its Certificate of Dissolution.

Section 278 of the DGCL provides that once a corporation is dissolved, it continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs. The process of winding up includes:

Description of the Plan of Dissolution and Dissolution Process

This section of the proxy statement describes material aspects of the proposed Plan of Dissolution. While we believe that the description covers the material terms of the Plan of Dissolution, this summary may not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the Plan of Dissolution attached as Appendix A to this proxy statement, and the other documents delivered with this proxy statement for a more complete understanding of the Plan of Dissolution.

Approval of Plan of Dissolution

The Plan of Dissolution must be approved by the affirmative vote of a majority of the outstanding shares of our common stock. The approval of the Plan of Dissolution by the requisite vote of the holders of our common stock will constitute adoption of the Plan of Dissolution and a grant of full and complete authority for our Board of Directors and officers, without further stockholder action, to proceed with the dissolution and liquidation of the Company in accordance with any applicable provision of the Delaware law, including the authority to dispose of all of our remaining non-cash assets.

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Dissolution and Liquidation

If the Plan of Dissolution is approved by the requisite vote of our stockholders, the steps set forth below will be completed at such times as our Board of Directors, in its discretion and in accordance with the DGCL, deems necessary, appropriate or advisable in our best interests and the best interests of our stockholders:

Liquidating Distributions; Amount; Timing

It is our current intention to make an initial liquidating distribution to our stockholders of record as of the Final Record Date as soon as practicable following the filing of the Certificate of Dissolution with the Delaware Secretary of State. Prior to the initial liquidating distribution, under the DGCL, we are required to pay or provide for payment of all of our liabilities and obligations, including contingent liabilities. In determining whether adequate provision is being made for any outstanding liabilities or wind up costs, the Board of Directors may consider a variety of factors. For example, in the case of outstanding disputed or contingent liabilities, considerations may include the estimated maximum amount of the claim and the likelihood that the claim will be resolved in the claimant’s favor or that the contingency will occur. Further, our ability to make a liquidating distribution could be adversely affected if any unanticipated liabilities or claims arise prior to the anticipated distribution.

Uncertainties as to the amount of liabilities make it impossible to predict precisely the aggregate amount that will ultimately be available for distribution. We will continue to incur claims, liabilities and expenses (including operating costs, salaries, income taxes, payroll and local taxes, legal and accounting fees and miscellaneous office expenses) following the approval of the dissolution and liquidation of the Company

pursuant to the Plan of Dissolution. These claims, liabilities and expenses will reduce the amount of cash and assets available for ultimate distribution to our stockholders.

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Based on the assumptions set forth below, among others, we estimate that the amount available for the initial liquidating distribution to our stockholders will be approximately between $72.9 million and $77.9 million in the aggregate, or approximately between $2.67 and $2.83 per share of common stock (based on 27,026,549 shares outstanding as of December 6, 2012, plus an estimate of the number of options that will be exercised and the number of shares issuable upon the vesting of restricted stock units prior to the dissolution). This estimate of the amount that may be available for the initial liquidating distribution assumes, among other things:

Any one or more of these assumptions may prove to be wrong, which could reduce the amount available to distribute to our stockholders.

The following table sets forth our basis for calculating our estimate of the initial liquidating distribution. The following table is based upon the assumptions set forth above and estimates of certain liabilities. If our assumptions or estimates contained therein prove to be incorrect, our stockholders may ultimately receive substantially more or less. We do not plan to resolicit stockholder approval for the dissolution and liquidation of the Company pursuant to the Plan of Dissolution even if the amount ultimately distributed to our stockholders changes significantly from the estimates set forth in this proxy statement.

Estimated Initial Liquidating Distribution to Stockholders

(in millions, except for share and per share amounts)

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The amount of cash ultimately distributed to our stockholders in the initial liquidating distribution depends on the accuracy of the assumptions and estimates set forth above. We have attempted to make reasonable estimates and assumptions, however, if any of such estimates or assumptions are inaccurate, the amount we initially distribute to our stockholders may be substantially less than the amount we currently estimate. See “Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution—The amount we distribute to our stockholders in the initial liquidating distribution may be substantially less than the amount we currently estimate if the amounts of our liabilities, other obligations and expenses or claims against us are higher than we currently anticipate.”

We are unable to predict the precise amount or timing of any additional liquidating distributions following the initial liquidating distribution. The timing and amount of any such additional liquidating distributions will depend upon the actual expenses incurred, the timing of the resolution of matters for which we have established the contingency reserve, the amount to be paid in satisfaction of such contingencies as well as our ability to convert our remaining assets to cash. Although our Board of Directors has not established a firm timetable for the liquidating distributions, subject to contingencies inherent in winding up our business, the Board of Directors intends to make such distributions as promptly as practicable. Subject to the requirements of Delaware law, we expect to make a final distribution prior to the third anniversary of our dissolution. See “Risk Factors to be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution—We cannot assure you of the exact amount or timing of any additional liquidating distributions to our stockholders under the Plan of Dissolution.”

Final Record Date

The Final Record Date will be the date upon which we file the Certificate of Dissolution with the Delaware Secretary of State. We intend to close our stock transfer books and discontinue recording transfers of shares of

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our common stock on the Final Record Date, and thereafter certificates representing shares of our common stock will not be assignable or transferable on our books except by will, intestate succession or operation of law. After the Final Record Date, we will not issue any new stock certificates, other than replacement certificates. It is anticipated that no further trading of our shares will occur after the Final Record Date. See “—Description of the Plan of Dissolution and Dissolution Process—Listing and Trading of the Common Stock and Interests in the Liquidating Trust or Trusts.”

All liquidating distributions from us or a liquidating trust on or after the Final Record Date, if any, will be made to stockholders of record as of the Final Record Date according to their holdings of common stock as of the Final Record Date. Subsequent to the Final Record Date, we may at our election require stockholders to surrender certificates representing their shares of common stock in order to receive subsequent distributions. Stockholders should not forward their stock certificates before receiving instructions to do so. If surrender of stock certificates should be required, all distributions otherwise payable by us or the liquidating trust, if any, to stockholders who have not surrendered their stock certificates may be held in trust for such stockholders, without interest, until the surrender of their certificates (subject to escheat pursuant to the laws relating to unclaimed property). If a stockholder’s certificate evidencing the common stock has been lost, stolen or destroyed, the stockholder may be required to furnish us with satisfactory evidence of the loss, theft or destruction thereof, together with a surety bond or other indemnity, as a condition to the receipt of any distribution.

Sale of Our Remaining Assets

The Plan of Dissolution contemplates the sale of all of our remaining non-cash assets. The Plan of Dissolution does not specify the manner in which we may sell our assets. Such sales could take the form of individual sales of assets, sales of groups of assets organized by type of asset or otherwise, a single sale of all or substantially all of our assets, or some other form of sale. Sales of our assets will be made on such terms as are approved by the Board of Directors in its sole discretion. The assets may be sold to one or more purchasers in one or more transactions over a period of time.

It is not anticipated that any further stockholder votes will be solicited with respect to the approval of the specific terms of any particular sales of assets approved by the Board of Directors. We do not anticipate amending or supplementing this proxy statement to reflect any such agreement or sale, unless required by applicable law. The prices at which we will be able to sell our various assets will depend largely on factors beyond our control, including, without limitation, the condition of financial markets, the availability of financing to prospective purchasers of the assets, United States and foreign regulatory approvals, public market perceptions, and limitations on transferability of certain assets. In addition, we may not obtain as high a price for a particular asset as we might secure if we were not in liquidation.

Contingent Liabilities; Contingency Reserve

Under the DGCL, we are required, in connection with our dissolution and liquidation, to pay or make reasonable provision for payment of all of our liabilities and obligations. Following the approval of the Plan of Dissolution by our stockholders, we will pay all known liabilities. In addition, we currently estimate that we will establish a contingency reserve of between $2.8 million and $6.5 million, which will be used to satisfy contingent liabilities as they become due.

Pursuant to our Separation and Distribution Agreement with Myriad Genetics, at the time of our separation from Myriad Genetics, we assumed liability for certain pending or threatened legal matters related to our business, including the AIA Litigation, and we are 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. Based on discussions with outside legal counsel, including an independent law firm hired by the Board of Directors to review the case, we do not believe that the AIA Litigation will result in material liability for Myrexis. However, the costs of defending intellectual property litigation are substantial, and our Board recently authorized

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management to pursue a settlement of the AIA Litigation in order to reduce the portion of our otherwise distributable cash to our stockholders which would need to be set aside, if a dissolution and liquidation were pursued, in order to comply with the Company’s obligation to make reasonable provision for contingent obligations. Such settlement efforts have been unsuccessful, and accordingly, we have determined to reserve between $2.5 million and $5.0 million in connection with this ongoing legal proceeding, which the Board believes is a reasonable provision for this contingency. Based on a review and analysis of this matter by litigation counsel and independent counsel, we believe that, absent further developments, the current most likely outcome of this litigation will be a dismissal of the case and an unsuccessful appeal by AIA of that dismissal. Such an outcome would result in our ability to distribute a substantial portion of this reserve to our stockholders upon the final resolution of this case, which could occur within 18-24 months. However, there can be no assurance of the timing of such resolution or the ultimate outcome of the litigation. It is possible, therefore, that no portion of this reserve will ultimately be available for distribution, and it is even possible that a portion of the initial and any subsequent distributions to the stockholders in liquidation could be subject to repayment by the stockholders to satisfy a shortfall in the amount set aside for this contingency.

The estimated amount of the contingency reserve is based upon estimates and opinions of management and the Board of Directors and derived from consultations with outside experts and a review of our estimated operating expenses and future estimated liabilities, including, without limitation, any payments related to resolution of the outstanding litigation (including the AIA Litigation), estimated legal, accounting and consulting fees, operating lease expenses, payroll and other taxes payable, miscellaneous office expenses, and expenses accrued in our financial statements. There can be no assurance that the contingency reserve will be sufficient. If any of our estimates, including estimates relating to the costs of the liquidation process and of satisfying outstanding obligations, liabilities and claims during the liquidation process, are inaccurate, we may be required to increase the amount of the contingency reserve. After the liabilities, expenses and obligations for which the contingency reserve is established have been satisfied in full, we will distribute to our stockholders any remaining portion of the contingency reserve.

Under the DGCL, in the event we fail to create an adequate contingency reserve for payment of our expenses and liabilities, or should such contingency reserve and the assets held by any liquidating trust or trusts be exceeded by the amount ultimately found payable in respect of expenses and liabilities, each stockholder could be held liable for the repayment to creditors, out of the amounts theretofore received by such stockholder from us or from any liquidating trust or trusts, of such stockholder’s pro rata share of such excess.

If we were held by a court to have failed to make adequate provision for our expenses and liabilities or if the amount required to be paid in respect of such liabilities exceeded the amount available from the contingency reserve and the assets of the liquidating trust or trusts, a creditor of ours could seek an injunction against the making of liquidating distributions under the Plan of Dissolution on the grounds that the amounts to be distributed were needed to provide for the payment of our expenses and liabilities. Any such action could delay or substantially diminish the cash distributions to be made to stockholders under the Plan of Dissolution.

Liquidating Trust

If deemed necessary, appropriate or desirable by the Board of Directors for any reason, we may, from time to time, transfer any of our unsold assets and any portion of our contingency reserve to one or more liquidating trusts, or other structure we deem appropriate, established for the benefit of our stockholders, which property would thereafter be sold or distributed on terms approved by its trustee(s). Our Board of Directors may determine to transfer assets to a liquidating trust in circumstances where the nature of an asset is not susceptible to distribution (for example, interests in intangibles) or where our Board of Directors determines that it would not be in the best interests of us and our stockholders for such assets to be distributed directly to the stockholders at such time. If all of our assets (other than the contingency reserve) are not sold or distributed prior to the third anniversary of the effectiveness of the dissolution, we must transfer in final distribution such remaining assets to a liquidating trust. Our Board of Directors may also elect in its discretion, as applicable, to transfer the contingency reserve, if any, or any portion thereof, to such a liquidating trust.

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The purpose of a liquidating trust would be to distribute such property, or to sell such property on terms satisfactory to the liquidating trustee(s) and distribute the proceeds of such sale, after paying our liabilities, if any, assumed by the trust, to our stockholders, based on their proportionate ownership interest in the trust. Any liquidating trust acquiring all of our unsold assets will assume all of our liabilities and obligations and will be obligated to pay any of our expenses and liabilities that remain unsatisfied. If the contingency reserve transferred to the liquidating trust is exhausted, such expenses and liabilities will be satisfied out of the liquidating trust’s other unsold assets.

The Plan of Dissolution authorizes our Board of Directors to appoint one or more individuals, who may include persons who are also officers or directors of the Company, or entities to act as trustee or trustees of the liquidating trust or trusts and to cause us to enter into a liquidating trust agreement or agreements with such trustee or trustees on such terms and conditions as may be approved by our Board of Directors. It is anticipated that our Board of Directors will select such trustee or trustees on the basis of the experience of such individual or entity in administering and disposing of assets and discharging liabilities of the kind to be held by the liquidating trust or trusts and the ability of such individual or entity to serve the best interests of our stockholders.

The trust would be evidenced by a trust agreement between us and the trustees. Pursuant to the trust agreement, the trust property would be transferred to the trustees immediately prior to the distribution of interests in the trust to our stockholders, to be held in trust for the benefit of the stockholder beneficiaries subject to the terms of the trust agreement. It is anticipated that the interests would be evidenced only by the records of the trust, there would be no certificates or other tangible evidence of such interests and no holder of our common stock would be required to pay any cash or other consideration for the interests to be received in the distribution or to surrender or exchange shares of our common stock in order to receive the interests.

It is further anticipated that, pursuant to the trust agreements:

Listing and Trading of the Common Stock and Interests in the Liquidating Trust or Trusts

If our stockholders approve the Plan of Dissolution, we intend to close our stock transfer books and delist our stock from the NASDAQ Global Market on the Final Record Date. We will cease recording stock transfers and issuing stock certificates (other than replacement certificates) at such time. Accordingly, it is expected that trading in the shares will cease after the Final Record Date. It is possible that the trading of our common stock on the NASDAQ Global Market will effectively terminate before then if we are unable to meet NASDAQ’s requirements for continued listing. See “Risk Factors to Be Considered by Stockholders in Deciding Whether to Approve the Plan of Dissolution.”

After delisting and closing of our transfer books, our stockholders will not be able to transfer their shares. It is anticipated that the interests in a liquidating trust or trusts will not be transferable, although no determination has yet been made. Such determination will be made by our Board of Directors and management prior to the transfer of unsold assets to the liquidating trust and will be based on, among other things, our Board of Directors’ and management’s estimate of the value of the assets being transferred to the liquidating trust or trusts, tax matters and the impact of compliance with applicable securities laws.

The costs of compliance with such requirements would reduce the amount which otherwise could be distributed to interest holders. Even if transferable, the interests are not expected to be listed on a national securities exchange or quoted through NASDAQ, and the extent of any trading market therein cannot be

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predicted. Moreover, the interests may not be accepted by commercial lenders as security for loans as readily as more conventional securities with established trading markets. As stockholders will be deemed to have received a liquidating distribution equal to their pro rata share of the value of the net assets distributed to an entity which is treated as a liquidating trust for tax purposes (see “Material United States Federal Income Tax Consequences of Our Dissolution and Liquidation”), the distribution of non-transferable interests could result in tax liability to the interest holders without their being readily able to realize the value of such interests to pay such taxes or otherwise.

Absence of Appraisal Rights

Under the DGCL, our stockholders are not entitled to appraisal rights for their shares of common stock in connection with the transactions contemplated by the Plan of Dissolution.

Reporting Requirements

Whether or not the Plan of Dissolution is approved, we have an obligation to continue to comply with the applicable reporting requirements of the Exchange Act, even though compliance with such reporting requirements is economically burdensome. If the Plan of Dissolution is approved, in order to curtail expenses, we will, after filing our Certificate of Dissolution, seek relief from the SEC from the reporting requirements under the Exchange Act. However, the SEC may not grant any such relief, in which case we would be required to continue to bear the expense of being a public reporting company until at least the filing of our Annual Report on Form 10-K for the fiscal year ending June 30, 2013.

Treatment of Equity Awards and Employee Stock Purchase Plan

Pursuant to the terms of our 2009 Employee, Director and Consultant Equity Incentive Plan, as amended (the “Equity Incentive Plan”), under which all restricted stock units and options to acquire shares of our common stock have been granted, all outstanding restricted stock units and outstanding options, whether currently vested or unvested, will terminate immediately prior to our dissolution. On November 9, 2012, our Board of Directors, based on the recommendation of our Compensation Committee, accelerated the vesting of an aggregate of 45,124 restricted stock units issued to our employees, other than our executive officers, effective on the second business day following the public announcement of the Board’s decision to approve the dissolution of the Company, and 64,250 stock options held by our employees, other than our executive officers, effective on the opening of business on the date of the filing of the Certificate of Dissolution. Information regarding the treatment of the equity awards held by our executive officers is set forth under the heading “Interests of Directors and Executive Officers in Approval of the Plan of Dissolution.” In accordance with the Equity Incentive Plan, we will give notice to holders of outstanding stock options of our plans to dissolve and liquidate, and allow these holders to exercise their vested stock options prior to our dissolution. Unless and until an option is exercised and payment of the applicable exercise price is made, option holders are not entitled to any cash distributions with respect to their options payable under the Plan of Dissolution.

We intend to terminate the Equity Incentive Plan effective upon our dissolution.

In connection with our dissolution, we have suspended the commencement of any future offering periods under our 2009 Employee Stock Purchase Plan (the “ESPP”) following completion of the offering period currently in effect, which ends on November 30, 2012, and intend to terminate the ESPP effective upon our dissolution.

Authority of Officers and Directors

After the Final Record Date, we expect that our Board of Directors (or some subset thereof) and our officers will continue in their positions for the purpose of winding up the business and affairs of Myrexis. Our Board of Directors may appoint officers, hire employees and retain independent contractors and agents in connection with

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the winding up process, and is authorized to pay compensation to or otherwise compensate our directors, officers, employees, independent contractors and agents above their regular compensation in recognition of the extraordinary efforts they may be required to undertake in connection with the successful implementation of the Plan of Dissolution. Adoption of the Plan of Dissolution by the requisite vote of our stockholders will constitute approval by our stockholders of any such compensation.

The approval of the Plan of Dissolution by our stockholders also will authorize, without further stockholder action, our Board of Directors to do and perform, or to cause our officers to do and perform, any and all acts and to make, execute, deliver or adopt any and all agreements, resolutions, conveyances, certificates and other documents of every kind that our Board of Directors deems necessary, appropriate or desirable, in the absolute discretion of the Board of Directors, to implement the Plan of Dissolution and the transactions contemplated thereby, including, without limitation, all filings or acts required by any state or federal law or regulation to wind up its affairs.

Professional Fees and Expenses

It is specifically contemplated that we will obtain legal and accounting advice and guidance from one or more law and accounting firms in implementing the Plan of Dissolution, and we will pay all fees and expenses reasonably incurred by us in connection with or arising out of the implementation of the Plan of Dissolution, including the prosecution, defense, settlement or other resolution of any claims or suits by or against us, the discharge, filing and disclosure of outstanding obligations, liabilities and claims, filing and resolution of claims with local, county, state and federal tax authorities, and the advancement and reimbursement of any fees and expenses payable by us pursuant to the indemnification we provide in our Certificate of Incorporation and Bylaws, the DGCL or otherwise. In addition, in connection with and for the purpose of implementing and assuring completion of the Plan of Dissolution, we may, in the absolute discretion of the Board of Directors, pay any brokerage, agency, professional and other fees and expenses of persons rendering services to us in connection with the collection, sale, exchange or other disposition of our property and assets and the implementation of the Plan of Dissolution.

Indemnification and Insurance

We will continue to indemnify our officers, directors, employees, agents and the liquidating trustee(s), if any, to the maximum extent permitted in accordance with applicable law, our Certificate of Incorporation and Bylaws, and any contractual arrangements, for actions taken in connection with the Plan of Dissolution and the winding up of our business and affairs. Our Board of Directors is authorized to obtain and maintain insurance as may be necessary, appropriate or advisable to cover such indemnification obligations, including seeking an extension in time and coverage of our insurance policies currently in effect.

Amendment, Modification or Revocation of Plan of Dissolution

If for any reason our Board of Directors determines that such action would be in the best interest of Myrexis and its stockholders, our Board may, in its sole discretion and without requiring further stockholder approval, revoke the Plan of Dissolution and all action contemplated thereunder, to the extent permitted by the DGCL. Our Board of Directors may not amend or modify the Plan of Dissolution under circumstances that would require additional stockholder approval under the DGCL and federal securities laws without complying with such requirements. The Plan of Dissolution would be void upon the effective date of any such revocation.

Regulatory Approvals

No United States federal or state regulatory requirements must be complied with or approvals obtained in connection with the liquidation.

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Interests of Directors and Executive Officers in Approval of the Plan of Dissolution

Members of our Board of Directors and our executive officers may have interests in the approval of the Plan of Dissolution that are different from, or are in addition to, the interests of our stockholders generally. Our Board of Directors was aware of these interests and considered them, among other matters, in approving the Plan of Dissolution.

In connection with our liquidating distributions the members of our Board of Directors and our executive officers will be entitled to the same cash distributions as our stockholders based on their ownership of shares of our common stock, which is detailed below.

Equity Ownership

Members of our Board of Directors and our executive officers own, as of the date of this filing, an aggregate of 644,259 shares of our outstanding common stock as follows:

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The following table identifies, for each of our directors and our executive officers, the number of shares of our common stock subject to outstanding vested and exercisable options as of the anticipated date of the dissolution and the exercise price of such options, and restricted stock units outstanding and vested immediately prior to the dissolution.

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Unless and until any such options are exercised and payment of the applicable exercise price is made, our directors and our Chief Financial Officer are not entitled to any cash distributions with respect to their options under the Plan of Dissolution. In accordance with our Equity Incentive Plan, all outstanding restricted stock units and outstanding options, whether currently vested or unvested, will terminate immediately prior to the effectiveness of the dissolution.

Compensation Arrangements with David W. Gryska, Acting President and Chief Executive Officer, and Chief Operating Officer

We do not have any severance or change in control arrangements in place with David W. Gryska, our Acting President and Chief Executive Officer and Chief Operating Officer. Mr. Gryska does not own any shares of our common stock or options to purchase shares of our common stock, and, as none of the milestones that would have triggered the vesting of his restricted stock units has occurred, his restricted stock units will expire unvested upon our dissolution.

Compensation Arrangements with Andrea Kendell, Chief Financial Officer

In connection with the proposed dissolution, our Board of Directors, based on the recommendation of the Compensation Committee and subject to stockholder approval of the dissolution, approved modifications of certain equity awards held by Andrea Kendell, our Chief Financial Officer, as well as compensation arrangements with Ms. Kendell following the dissolution in order to incentivize her to continue her services with us during the dissolution process, the terms of which are summarized below.

Treatment of Equity Awards

Restricted Stock Units

The following restricted stock units (“RSUs”) will vest immediately prior to the effectiveness of the dissolution:

Stock Options

The stock options set forth below will convert on the day prior to the dissolution into a number of RSUs that equals the quotient of (A) the aggregate intrinsic value (as hereinafter defined) of such options divided by (B) the Fair Market Value (as defined in our Equity Incentive Plan) of our common stock on the date of issuance of the RSUs, which RSUs will vest immediately prior to the effectiveness of the dissolution. For each option the intrinsic value per share will be calculated by subtracting the exercise price of such option from the sum of the estimated per share initial liquidating distribution amount to be paid to stockholders plus the estimated per share additional liquidating distribution amounts, if any, anticipated to be paid to stockholders, each as estimated by the Company on the day prior to the dissolution (provided that if the exercise price of such option is greater than the sum of these amounts, the intrinsic value of such option shall be $0):

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Severance and Post-Dissolution Compensation

In consideration of Ms. Kendell’s continued service to us following the dissolution, the following compensation arrangements with Ms. Kendell were approved which will be set forth in an agreement between the Company and Ms. Kendell to be effective as of the filing of the Certificate of Dissolution and which agreement will replace Ms. Kendell’s Executive Severance and Change in Control Agreement, dated September 22, 2011 (the “Severance Agreement”), and Retention Bonus Agreement, entered into effective July 2, 2012 (the “Retention Bonus Agreement”):

The compensation arrangements described above are quantified below under the heading “Golden Parachute Compensation.”

As defined in the Severance Agreement, “Cause” means the executive’s willful and continued failure to substantially perform her reasonable assigned duties (other than any such failure resulting from incapacity due to physical or mental illness), which failure is not cured within 30 days after a written demand for substantial performance is received by the executive from the Board of Directors of the Company which specifically identifies the manner in which the Board of Directors believes the executive has not substantially performed the executive’s duties; or the executive’s willful engagement in illegal conduct or gross misconduct which is materially and demonstrably injurious to the Company.

Golden Parachute Compensation

SEC rules require us to disclose and conduct an advisory vote on the compensation that would be payable to our named executive officers based on or that otherwise relates to the dissolution and liquidation of the Company. The following table sets forth the amounts Andrea Kendell, our Chief Financial Officer, is entitled to under her arrangements with the Company described above. This compensation is referred to as “golden parachute” compensation and is subject to a non-binding advisory vote of the stockholders described under

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“Proposal 3—Advisory Vote on Compensation of Certain Executive Officers in Connection with the Dissolution and Liquidation of the Company” on page 40 of this proxy statement. Ms. Kendell is our only named executive officer entitled to “golden parachute” compensation. David W. Gryska, our Acting President and Chief Executive Officer and Chief Operating Officer and our only other executive officer, will receive no compensation based on or that otherwise relates to the dissolution and liquidation of the Company.

Board Compensation

Pursuant to our Director Compensation Policy, our non-employee directors currently receive annual cash retainers for their service on the Board of Directors and committee service, 25% of which are paid following each quarter of service, and meeting attendance fees following a certain number of meetings being held. The Board of Directors has authorized that the cash retainer otherwise due and payable on December 31, 2012, for Board and committee service during the Company’s second fiscal quarter will be paid in full as of the dissolution and that the Director Compensation Policy shall cease and be terminated as of the dissolution, provided that the Company may adopt a new cash-based Director Compensation Policy if necessary to take effect for non-employee directors performing services in 2013 and beyond.

Indemnification and Insurance

In connection with the dissolution and liquidation of the Company pursuant to the Plan of Dissolution, we will continue to indemnify our directors and officers to the maximum extent permitted in accordance with applicable law, our Certificate of Incorporation and Bylaws, and any contractual arrangements, for actions taken in connection with the Plan of Dissolution and the winding up of our business and affairs. Our Board of Directors is authorized to obtain and maintain insurance as may be necessary, appropriate or advisable to cover such indemnification obligations, including seeking an extension in time and coverage of our insurance policies currently in effect.

As a result of these benefits, our directors and executive officers generally could be more likely to vote to approve the Plan of Dissolution, including the dissolution and liquidation of the Company contemplated thereby, than our other stockholders.

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Other than as set forth above, it is not currently anticipated that our dissolution and liquidation will result in any material benefit to any of our executive officers or to directors who participated in the vote to adopt the Plan of Dissolution.

Material United States Federal Income Tax Consequences of Our Dissolution and Liquidation

Federal Income Taxation of our Stockholders

Amounts received by stockholders pursuant to the Plan of Dissolution will be applied against and reduce a stockholder’s tax basis in his, her or its shares of stock. Gain will be recognized as a result of a liquidating distribution to the extent that the aggregate value of the distribution and any prior liquidating distributions received by a stockholder with respect to a share exceeds his or her tax basis for that share. If we make more than one liquidating distribution, each liquidating distribution will be allocated proportionately to each share of stock owned by a stockholder. Any loss will generally be recognized only when the final distribution from us has been received and then only if the aggregate value of all liquidating distributions with respect to a share is less than the stockholder’s tax basis for that share. Gain or loss recognized by a stockholder will be capital gain or loss provided the shares are held as capital assets, and will be long-term capital gain or loss if the stock has been held for more than one year.

Although we currently do not intend to make distributions of property other than cash, in the event of a distribution of property, the stockholder’s tax basis in such property immediately after the distribution will be the fair market value of such property at the time of distribution.

After the close of our taxable year, we will provide stockholders and the Internal Revenue Service with a statement of the amount of cash distributed to our stockholders and our best estimate as to the value of any property distributed to them during that year. There is no assurance that the Internal Revenue Service will not challenge our valuation of any property. As a result of such a challenge, the amount of gain or loss recognized by stockholders might be changed. Distributions of property other than cash to stockholders could result in tax liability to any given stockholder exceeding the amount of cash received, requiring the stockholder to meet the tax obligations from other sources or by selling all or a portion of the assets received.

If a stockholder is required to satisfy any liability of ours not fully covered by our contingency reserve (see “Description of the Plan of Dissolution and Dissolution Process—Contingent Liabilities; Contingency Reserve”), payments by stockholders in satisfaction of such liabilities would generally produce a capital loss, which, in the hands of individual stockholders, could not be carried back to prior years to offset capital gains realized from liquidating distributions in those years.

Liquidating Trusts

If we transfer assets to a liquidating trust or trusts, we intend to structure such trust or trusts so that stockholders will be treated for tax purposes as having received their pro rata share of the property transferred to the liquidating trust or trusts, reduced by the amount of known liabilities assumed by the liquidating trust or trusts or to which the property transferred is subject. Assets transferred to a liquidating trust will cause the stockholder to be treated in the same manner for federal income tax purposes as if the stockholder had received a distribution directly from us. The liquidating trust or trusts themselves will not be subject to federal income tax. After formation of the liquidating trust or trusts, the stockholders must take into account for federal income tax purposes their allocable portion of any income, gain or loss recognized by the liquidating trust or trusts. As a result of the transfer of property to the liquidating trust or trusts and the ongoing operations of the liquidating trust or trusts, stockholders should be aware that they may be subject to tax, whether or not they have received any actual distributions from the liquidating trust or trusts with which to pay such tax.

The tax consequences of the Plan of Dissolution may vary depending upon the particular circumstances of the stockholder. We recommend that each stockholder consult his, her or its own tax advisor regarding the federal income tax consequences of the Plan of Dissolution as well as the state, local and foreign tax consequences.

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Accounting Treatment

If our stockholders approve the dissolution and liquidation of the Company pursuant to the Plan of Dissolution, we will change our basis of accounting to the liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values, and liabilities are stated at their estimated settlement amounts. Recorded liabilities will include the estimated expenses associated with carrying out the Plan of Dissolution. For periodic reporting, a statement of net assets in liquidation will summarize the liquidation value per outstanding share of common stock. Valuations presented in the statement will represent management’s estimates, based on present facts and circumstances, of the net realizable values of assets, satisfaction amounts of liabilities, and expenses associated with carrying out the Plan of Dissolution based upon management assumptions.

The valuation of assets and liabilities will necessarily require many estimates and assumptions, and there will be substantial uncertainties in carrying out the provisions of the Plan of Dissolution. Ultimate values realized for our assets and ultimate amounts paid to satisfy our liabilities are expected to differ from estimates recorded in annual or interim financial statements.

Required Vote

The affirmative vote of the holders of a majority of our outstanding common stock entitled to vote is required for approval of the dissolution and liquidation of the Company pursuant to the Plan of Dissolution.

Recommendation of our Board of Directors

On November 9, 2012, our Board of Directors unanimously: (1) determined that the dissolution and liquidation of the Company, and the other transactions contemplated thereby, are advisable and in the best interests of us and our stockholders, (2) approved in all respects the Plan of Dissolution and the other transactions contemplated thereby, and (3) recommended that our stockholders vote FOR the approval of the dissolution and liquidation of the Company pursuant to the Plan of Dissolution.

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PROPOSAL 2

APPROVAL OF ADJOURNMENT OF SPECIAL MEETING TO SOLICIT ADDITIONAL PROXIES

General

At the Special Meeting, we may ask our stockholders to consider and vote on a proposal to adjourn the Special Meeting to another date, time or place, if necessary, for the purpose of soliciting additional proxies to vote in favor of Proposal 1 if there are not sufficient votes at the Special Meeting to approve Proposal 1. Any adjournment of the Special Meeting may be made without notice, other than by the announcement made at the Special Meeting, if a majority of the votes cast affirmatively or negatively for this proposal vote in favor of the Meeting Adjournment Proposal at the Special Meeting. However, if the adjournment is for more than 30 days from the date set for the original meeting, a new notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. If we adjourn the Special Meeting to a later date, we will transact the same business and, unless we must fix a new record date, only the stockholders who were eligible to vote at the original meeting will be permitted to vote at the adjourned meeting.

Required Vote

The approval of any adjournment of the Special Meeting requires the affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal at the Special Meeting.

Recommendation of our Board of Directors

Our Board of Directors recommends that our stockholders vote FOR the approval of Proposal 2.

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PROPOSAL 3

ADVISORY VOTE ON COMPENSATION OF CERTAIN EXECUTIVE OFFICERS IN CONNECTION WITH THE DISSOLUTION AND LIQUIDATION OF THE COMPANY

General

Section 14A of the Exchange Act, which was enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that we provide our stockholders with the opportunity to vote to approve, on an advisory, non-binding basis, the “golden parachute” compensation arrangements for certain executive officers. We are asking our stockholders to indicate their approval of the various payments which Andrea Kendell, our Chief Financial Officer, will or may be eligible to receive in connection with the dissolution and liquidation of the Company. These payments are set forth above under “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Interests of Directors and Executive Officers in Approval of the Plan of Dissolution—Golden Parachute Compensation.” These arrangements were adopted and approved by our Board of Directors, based on the recommendation of the Compensation Committee of our Board, which is composed solely of independent directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly we are seeking approval of the following resolution at the Special Meeting:

“RESOLVED, that the stockholders of Myrexis approve, solely on an advisory basis, the golden parachute compensation which may be paid to Andrea Kendell, Chief Financial Officer of Myrexis, in connection with the dissolution and liquidation of Myrexis, as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “Proposal 1—Approval of the Plan of Complete Liquidation and Dissolution—Interests of Directors and Executive Officers in Approval of the Plan of Dissolution—Golden Parachute Compensation,” in the proxy statement for the Special Meeting.”

Stockholders should note that this non-binding proposal regarding certain compensation arrangements is merely an advisory vote which will not be binding on Myrexis or our Board of Directors. Further, the underlying plans and arrangements are contractual in nature and not, by their terms, subject to stockholder approval. Accordingly, regardless of the outcome of the advisory vote, if the Plan of Dissolution is approved by the stockholders and we go forward with the filing of the Certificate of Dissolution with the Delaware Secretary of State, Andrea Kendell will be eligible to receive the various payments in accordance with the terms and conditions applicable to those payments.

Required Vote

The approval of this proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively for this proposal at the Special Meeting.

Recommendation of our Board of Directors

Our Board of Directors recommends that our stockholders vote FOR the approval of Proposal 3.

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IMPORTANT INFORMATION CONCERNING MYREXIS, INC.

Description of Business

For a description of our business, see our Annual Report on Form 10-K for the fiscal year ended June 30, 2012, as amended by the Form 10-K/A filed on October 29, 2012 (the “Form 10-K”), which is attached as Appendix B to this proxy statement and the Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the “Form 10-Q”), which is attached as Appendix C to this proxy statement. The Form 10-K and Form 10-Q, which are attached to this proxy statement as appendices, do not include the exhibits originally filed with such reports.

Description of Property

For a description of our properties, see the Form 10-K and Form 10-Q, which are attached as Appendix B and Appendix C to this proxy statement, respectively.

Legal Proceedings

For a description of our legal proceedings, see the Form 10-K and Form 10-Q, which are attached as Appendix B and Appendix C to this proxy statement, respectively.

Financial Statements

Our financial statements as of and for the years ended June 30, 2012, 2011 and 2010 and the notes thereto, are included in the Form 10-K, which is attached as Appendix B to this proxy statement. Our financial statements as of and for the three months ended September 30, 2012 and 2011, and the notes thereto, are included in the Form 10-Q, which is attached as Appendix B to this proxy statement.

Selected Financial Data

The following table sets forth selected financial information as of and for each of the periods presented. The statement of operations data for the fiscal years ended June 30, 2012, 2011 and 2010, and the balance sheet data as of June 30, 2012 and 2011 have been derived from our audited financial statements set forth in the Form 10-K, which is attached as Appendix B to this proxy statement. The statement of operations data for the fiscal years ended June 30, 2009 and 2008 have been derived from our audited financial statements, which are not included elsewhere in this proxy statement. The statement of operations and comprehensive loss data for the three months ended September 30, 2012 and 2011 and the balance sheet data as of September 30, 2012, have been derived from our unaudited financial statements set forth in the Form 10-Q, which is attached as Appendix C to this proxy statement. Because our historical financial information for periods ending on or prior to June 30, 2009 reflects allocations for services historically provided to us by Myriad Genetics, Inc., the selected financial information

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presented below for such periods may not be indicative of our results of operations and financial position as an independent company. The selected financial information presented for the years ended June 30, 2012, 2011 and 2010, reflects our performance as an independent company.

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Supplementary Financial Information

The following tables summarize our quarterly results of operations for each quarter in the fiscal years ended June 30, 2011 and 2012 and for the quarter ended September 30, 2012. These quarterly results are unaudited, but in the opinion of management have been prepared on the same basis as our audited financial information and include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our results of operations.

Quarterly Financial Data (Unaudited)