SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): May 14, 2012

CYTRX CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-15327
(Commission File Number)
 
58-1642740
(I.R.S. Employer Identification No.)
11726 San Vicente Boulevard, Suite 650
Los Angeles, California
(Address of Principal Executive Offices)
 
90049
(Zip Code)

(310) 826-5648
(Registrant’s Telephone Number, Including Area Code)

______________________________

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

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

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

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

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

 
 
 

ITEM 5.03                      AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
 
Effective May 15, 2012, the Restated Certificate of Incorporation of CytRx Corporation, a Delaware corporation (the " Company "), was amended pursuant to a Certificate of Amendment (the " Certificate of Amendment ") filed with the Delaware Secretary of State to enable the Company's Board of Directors to effect a reverse stock split of the Company's outstanding common stock at any time prior to next year’s annual meeting of the stockholders of the Company in the range of between 1-for-3 and 1-for-12.  A copy of the Certificate of Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Effective May 15, 2012, the Company approved a reverse stock split of the Company's outstanding shares of common stock on a 1-for-7 basis (the “ Stock Split ”), pursuant to the Certificate Amendment.  As a result of the Stock Split, the Company's issued and outstanding shares of common stock decreased from approximately 149.1 million pre-Stock Split shares to approximately 21.3 million post-Stock Split shares.
 
The Stock Split will be effective at the market opening on May 16, 2012, at which time the Company's common stock will begin trading on the NASDAQ Stock Market on a split-adjusted basis.  The Company’s common stock will continue to trade under the symbol “CYTR,” however, the Company’s common stock will trade under a new CUSIP number.
 
ITEM 5.07                      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
Annual Meeting of Stockholders
 
An annual meeting (“ Annual Meeting ”) of the stockholders of the Company was held on May 14, 2012.  The Company filed its definitive proxy statement (the “ Proxy Statement ”) in connection with the Annual Meeting with the U.S. Securities and Exchange Commission on April 2, 2012 (which can be viewed at: www.sec.gov ).  The Company’s stockholders considered the following proposals at the Annual Meeting:
 
·  
Proposal I:  a proposal to re-elect each of Max Link, Ph.D. and Richard L. Wennekamp to the Company’s Board of Directors to serve as Class III Directors until the 2015 Annual Meeting of Stockholders;
 
·  
Proposal II:  a proposal to approve an amendment to the Company's Restated Certificate of Incorporation to enable the Company's Board of Directors to effect a reverse stock split of the Company's outstanding common stock at any time prior to next year’s annual meeting of the Company's stockholders in the range of between 1-for-3 and 1-for-12;
 
·  
Proposal III:  a proposal to approve an amendment to the Company's 2008 Stock Incentive Plan to fix the aggregate number of shares of the Company's common stock subject to the 2008 Plan at 5,000,000 shares, subject to the approval of Proposal 2 relating to the reverse stock split and after giving effect to the reverse stock split;
 
·  
Proposal IV:  a proposal to approve an amendment to the Company's 2008 Stock Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 500,000 shares, subject to the approval of Proposal 2 relating to the reverse stock split and after giving effect to the reverse stock split;
 
·  
Proposal V:  a proposal to approve on an advisory basis the compensation of the Company's named executive officers as disclosed in the Proxy Statement; and
 
·  
Proposal VI:  a proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.
 
 
 
 
Voting Results
 
Proposal I :  the election of Class III Directors was approved as follows:
 
Name of Director
“FOR” votes
“WITHHELD” votes
Max Link, Ph.D.
47,009,954
7,199,550
Richard L. Wennekamp
46,984,194
7,225,310
 
In addition, there were 51,873,380 broker non-votes in connection with this proposal.
 
Proposal II :  the approval of an amendment to the Company’s Restated Certificate of Incorporation to enable the Company's Board of Directors to effect a reverse stock split of the Company's outstanding common stock at any time prior to next year’s annual meeting of the Company's stockholders in the range of between 1-for-3 and 1-for-12, was approved with 87,616,870 “FOR” votes, 17,846,924 “AGAINST” votes and 619,090 “ABSTAIN” votes.
 
Proposal III :  the approval of an amendment to the Company's 2008 Stock Incentive Plan to fix the aggregate number of shares of the Company's common stock subject to the 2008 Plan at 5,000,000 shares, subject to the approval of Proposal 2 relating to the reverse stock split and after giving effect to the reverse stock split, was approved with 31,499,628 “FOR” votes, 20,646,350 “AGAINST” votes and 2,063,526 “ABSTAIN” votes.
 
In addition, there were 51,873,380 broker non-votes in connection with this proposal.
 
Proposal IV :  the approval of an amendment to the Company's 2008 Stock Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 500,000 shares, subject to the approval of Proposal 2 relating to the reverse stock split and after giving effect to the reverse stock split, was approved with 32,090,777 “FOR” votes, 19,997,578 “AGAINST” votes and 2,121,149 “ABSTAIN” votes.
 
In addition, there were 51,873,380 broker non-votes in connection with this proposal.
 
Proposal V:   the approval on an advisory basis of the compensation of the Company's named executive officers as disclosed in the Proxy Statement, was approved with 40,793,019 “FOR” votes, 12,706,226 “AGAINST” votes and 710,259 “ABSTAIN” votes.
 
In addition, there were 51,873,380 broker non-votes in connection with this proposal.
 
Proposal VI :  the ratification of BDO USA, LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012, was approved with 99,295,877 “FOR” votes, 5,783,030 “AGAINST” votes and 1,003,977 “ABSTAIN” votes.
 
 
 
 
ITEM 8.01                      OTHER EVENTS
 
On May 15, 2012, the Company issued a press release announcing the Stock Split.  A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. .
 
ITEM 9.01                      FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits
 
Exhibit No.
Description
3.1
Certificate of Amendment of Restated Certificate of Incorporation.
 99.1 Press Release dated May 15, 2012.

 
 
 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 15, 2012
By:
/s/ JOHN Y. CALOZ
 
   
John Y. Caloz
 
   
Chief Financial Officer
 
       
 
EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
 
OF
 
RESTATED CERTIFICATE OF INCORPORATION
 
CytRx Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the Delaware General Corporation Law (the “DGCL”), does hereby certify as follows:
 
FIRST: Article FOURTH   of the Corporation’s Restated Certificate of Incorporation, filed with the Secretary of State of Delaware on November 15, 2007, shall be amended to add the following paragraph at the end of Article FOURTH:
 
Upon the effectiveness of the Certificate of Amendment of the Restated Certificate of Incorporation of the corporation adding this paragraph (the “Effective Time”), each three (3) to twelve (12) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share, without any further action by the Corporation or the holder thereof, the exact ratio within the range of three (3) to twelve (12) to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced by the Corporation, subject to the treatment of fractional shares as described below (the “Reverse Stock Split”).  No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split and all certificates that otherwise would represent fractional shares shall be rounded up to the next whole share.  Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional shares as described above.
 
SECOND: On May 14, 2012, the Board of Directors of the Corporation determined that each seven (7) shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time shall automatically be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, par value $0.001 per share.
 
THIRD: This Certificate of Amendment shall become effective on May 15, 2012.
 
FOURTH: This Certificate of Amendment was duly adopted in accordance with Section 242 of the DGCL.
 
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name as of May 15, 2012.
 
 
CytRx Corporation
   
  By:   /s/ STEVEN A. KRIEGSMAN
 
Name: Steven A. Kriegsman
 
Title: President and CEO
 
EXHIBIT 99.1
CytRx Announces Reverse Stock Split

Stock will begin trading on a split-adjusted basis on May 16, 2012

LOS ANGELES (MAY 15, 2012) – CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical company specializing in oncology, today announced a reverse split of its common stock at a ratio of 1-for-7. CytRx’s common stock will begin trading on NASDAQ on a split-adjusted basis when the market opens on May 16, 2012. The Company’s Board of Directors unanimously approved the reverse split following stockholder approval, which was announced at the Company’s 2012 Annual Meeting of Stockholders held May 14, 2012.

The reverse split will reduce the number of outstanding shares of the Company’s common stock from approximately 149.1 million shares to approximately 21.3 million shares. Fractional shares as a result of the reverse stock split will be rounded up to the next whole number. Proportional adjustments will be made to CytRx’s outstanding warrants and stock options. The Company's authorized shares will remain unchanged.

The purpose of the reverse stock split is to raise the per share trading price of the Company’s common stock to regain compliance with the minimum $1.00 continued listing requirement for the listing of its common stock on The NASDAQ Capital Market. As previously announced, in order to maintain the Company’s listing on NASDAQ, on or before May 30, 2012, the Company’s common stock must have a closing bid price of $1.00 or more for a minimum of 10 prior consecutive trading days. There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of the Company’s common stock prior to May 30, 2012, to meet this requirement.

Information for Stockholders
 
Upon execution of the reverse split, CytRx shareholders will receive one new share of CytRx common stock for every seven shares held. Record holders of CytRx common stock will receive a letter of transmittal shortly after May 16, 2012, the effective date, with instructions for the exchange of stock certificates. Stockholders with shares in brokerage accounts will be contacted by their brokers with instructions. American Stock Transfer and Trust Company, LLC will act as the exchange agent, and can be contacted at (877) 248-6417 or (718) 921-8317.

About CytRx Corporation

CytRx Corporation is a biopharmaceutical research and development company specializing in oncology. The CytRx oncology pipeline includes three programs in clinical development for cancer indications: INNO-206 , tamibarotene and bafetinib . With its tumor-targeted doxorubicin conjugate INNO-206, CytRx has initiated an international Phase 2b clinical trial as a treatment for soft tissue sarcomas, has completed its ongoing Phase 1b/2 clinical trial primarily in the same indication, and recently initiated a Phase 2 trial for patients with advanced pancreatic ductual adenocarcinomas. CytRx's pipeline also includes tamibarotene, which it is testing in a double-blind, placebo-controlled, international Phase 2b clinical trial in patients with non-small-cell lung cancer, and which is in a clinical trial as a treatment for acute promyelocytic leukemia (APL). The Company completed its evaluation of bafetinib in the ENABLE Phase 2 clinical trial in high-risk B-cell chronic lymphocytic leukemia (B-CLL), and plans to seek a partner for further development of bafetinib. For more information about the Company, visit www.cytrx.com .

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks and uncertainties related to the market price of the Company’s securities and its continued listing on the NASDAQ Capital Market, risks relating to the outcome, timing and results of CytRx's clinical trials, including the Phase 1b/2 clinical trial with INNO-206 in patients with advanced solid tumors, the international Phase 2b clinical trial with INNO-206 in patients with soft tissue sarcomas, the Phase 2 clinical trial with INNO-206 in patients with pancreatic cancer and the international Phase 2b clinical trial with tamibarotene in patients with non-small-cell lung cancer, risks related to the ability to obtain regulatory approval for any future clinical testing of INNO-206, tamibarotene or bafetinib, uncertainties regarding whether, based on the INNO-206 Phase 1b/2 data and consultations with the FDA, CytRx will be permitted to conduct a Phase 3 clinical trial with INNO-206 as a second-line treatment for STS, the scope of clinical testing that may be required by regulatory authorities and the timing and outcome of further clinical trials, the risk that any future human testing of INNO-206, tamibarotene or bafetinib might not produce results similar to those seen in past human or animal testing, risks related to the Company’s ability to maintain its listing on the NASDAQ Capital Market, risks related to CytRx's ability to manufacture its drug candidates in a timely fashion, cost-effectively or in commercial quantities in compliance with stringent regulatory requirements, risks related to CytRx's need for additional capital or strategic partnerships to fund its ongoing working capital needs and development efforts, including any future clinical development of INNO-206, tamibarotene or bafetinib, and the risks and uncertainties described in the most recent annual and quarterly reports filed by CytRx with the Securities and Exchange Commission and current reports filed since the date of CytRx's most recent annual report. All forward-looking statements are based upon information available to CytRx on the date the statements are first published. CytRx undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


Contact:
Investor Relations
Legend Securities, Inc.
Thomas Wagner
800-385-5790 x152
718-233-2600 x152
twagner@legendsecuritiesinc.com

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