UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  October 27, 2017

CYTRX CORPORATION
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
 
000-15327
 
 
58-1642740
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
11726 San Vicente Boulevard, Suite 650
Los Angeles, California  90049
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code: (310) 826-5648
 
None
(Former name or former address, if changed since last report) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).  Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective November 1, 2017, the Restated Certificate of Incorporation (the " Restated Certificate ") 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 (i) effect a one-for-six reverse stock split whereby every six shares of the Company's issued and outstanding common stock, $0.001 par value per share (the " Common Stock "), was combined into one share, and (ii) reduce the number of authorized shares of Common Stock to 42,499,999 shares and Preferred Stock to 833,333 shares.  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.

The Stock Split was effective at the market opening on November 1, 2017, at which time the Company's Common Stock began trading on the Nasdaq Capital 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: 232828608.

On October 31, 2017, the Company issued a press release announcing the reverse stock split.  A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 5.07   Submission of Matters to a Vote of Security Holders.
 
On October 27, 2017, the Company held a Special Meeting of Stockholders (the " Special Meeting ") to consider and vote upon a proposal to approve an amendment to the Restated Certificate to (i) effect a one-for-six reverse stock split whereby every six shares of the Company's issued and outstanding Common Stock would be combined into one share (the " Reverse Stock Split "), and (ii) if and when the Reverse Stock Split is effected, reduce the number of authorized shares of common and preferred stock by the same one-for-six ratio. 
The foregoing proposal was approved by the Company's stockholders at the Special Meeting, with 87,424,496 "FOR" votes, 42,039,394 "AGAINST" votes, and 368,355 "ABSTAIN" votes.  There were no broker non-votes in connection with this proposal.
On October 27, 2017, the Company issued a press release announcing the results of the voting at the Special Meeting. 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 Statement and Exhibits.
(d)  Exhibits.
Exhibit No.
 
Description
3.1
 
Certificate of Amendment of Restated Certificate of Incorporation
99.1
 
Press Release dated October 27, 2017
99.2
 
Press Release dated October 31, 2017


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.
 
  CYTRX CORPORATION  
       
Date: November 1, 2017
By:
/s/ JOHN Y. CALOZ  
    John Y. Caloz  
    Title: Chief Financial Officer  
       

EXHIBIT 3.1
 

CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
CYTRX CORPORATION
 
        CytRx Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

FIRST:  The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting in its entirety the Fourth Article and by replacing it with the following:

"FOURTH: The total number of shares of all classes of stock that the corporation shall have the authority to issue is Forty-Two Million Four Hundred Ninety-Nine Thousand Nine Hundred Ninety-Nine ( 42,499,999 ), of which Forty-One Million Six Hundred Sixty Six Thousand Six Hundred Sixty-Six (41,666,666) shall be common stock, par value $.001 per share (the "Common Stock"), and Eight Hundred Thirty-Three Thousand Three Hundred Thirty-Three (833,333) shall be preferred stock, par value $.01 per share (the "Preferred Stock").

The Board of Directors is hereby authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a Certificate pursuant to the applicable law of the State of Delaware (hereinafter referred to as a "Preferred Stock Designation"), to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences, and rights of the shares of each such series, any qualifications, limitations or restrictions thereof.

Upon the filing and effectiveness (the "Effective Time") of this Certificate of Amendment pursuant to the General Corporation Law of the State of Delaware, each six (6) shares of the corporation's Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock, subject to the treatment of fractional share interests described below (the "Reverse Stock Split").  No fractional shares of Common Stock shall be issued as a result of the Reverse Stock Split. Fractional shares will be rounded up to the next whole share.  The corporation will issue one full share of the post Reverse Stock Split Common Stock to any stockholder who would have been entitled to receive a fractional share as a result of the process. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an "Old Certificate") 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 share interests as described above."

SECOND:  The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD:  The effective date of this Certificate of Amendment to Restated Certificate of Incorporation shall be November 1, 2017, at 9:00a.m. EDT.
[ signature page follows ]


           IN WITNESS WHEREOF, the undersigned has executed this Amendment this 31 st day of October, 2017.
   
       
 
 
/s/ CARA BIRARDI  
    Cara Birardi  
    Title: Secretary  
       

 
 

EXHIBIT 99.1
 
CytRx Corporation Announces Results from Special Meeting of Stockholders

Stockholders Approve Reverse Stock Split Proposal by More Than Double FOR to One AGAINST

LOS ANGELES, October 27, 2017  -- CytRx Corporation (NASDAQ: CYTR ), a biopharmaceutical research and development company specializing in oncology, today announced the results of the Special Meeting of Stockholders which took place earlier today at 10100 Santa Monica Blvd., Los Angeles, CA 90067.  At the meeting, the proposed 1-for-6 reverse stock split resolution was approved by CytRx stockholders with more than twice as many shares voting FOR than AGAINST.
A total of 129,832,245 shares, or 78.3% of the Company's common stock issued and outstanding as of the record date, were represented in person or by proxy.  Approval of the reverse stock split proposal at the special meeting required a majority of shares issued and outstanding voting affirmatively, or FOR the proposal to be approved.  87,424,496 shares voted FOR the proposal, which constitutes a majority of the issued and outstanding shares.  42,039,394 shares voted against and 368,355 abstained.
CytRx plans to implement the reverse stock split next week, subject to confirmation of the record date with Nasdaq.  In order to regain compliance with Nasdaq's $1.00 bid price standard, the Company must demonstrate a closing bid price of at least $1.00 per share for a minimum of ten consecutive trading days following the reverse stock split.
"Remaining listed on Nasdaq will be a valuable benefit for the Company and its stockholders, and we are pleased that stockholders approved the proposal," said Steven A. Kriegsman, CytRx's Chairman and Chief Executive Officer.  "We look forward to reporting on our progress in the coming quarters as we remain focused on creating significant long-term value for stockholders."
About CytRx Corporation

CytRx Corporation is a biopharmaceutical company specializing in research and clinical development of novel anti-cancer drug candidates that employ linker technologies to enhance the accumulation and release of drug at the tumor. Aldoxorubicin, CytRx's most advanced drug conjugate, is an improved version of the widely used chemotherapeutic agent doxorubicin and has been out-licensed to NantCell, Inc.  CytRx is also rapidly expanding its pipeline of ultra-high potency oncology candidates at its laboratory facilities in Freiburg, Germany, through its LADR™ (Linker Activated Drug Release) technology platform, a discovery engine designed to leverage CytRx's expertise in albumin biology and linker technology for the development of a new class of potential breakthrough anti-cancer therapies.

Forward-Looking Statements

This press release contains forward-looking statements. 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 relating to plans for regaining compliance with the Nasdaq rules and higher share price of our common stock; the ability of NantCell, Inc., to obtain regulatory approval for its products that use aldoxorubicin; the ability of NantCell, Inc., to manufacture and commercialize products or therapies that use aldoxorubicin; the amount, if any, of future milestone and royalty payments that we may receive from NantCell, Inc.; our ability to develop new ultra-high potency drug candidates based on our LADR TM  technology platform; and other 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.

Investor Relations Contact: 
Argot Partners 
Michelle Carroll 
(212) 600-1902 
michelle@argotpartners.com

EXHIBIT 99.2
 
 
 
CytRx Corporation Announces Reverse Stock Split

Shares of Common Stock Will Begin Trading on a Post-Split Basis on November 1, 2017

LOS ANGELES, October 31, 2017  -- CytRx Corporation (NASDAQ: CYTR ), a biopharmaceutical research and development company specializing in oncology, today announced the previously disclosed 1-for-6 reverse stock split of its issued and outstanding common stock will become effective as of the commencement of trading on Wednesday, November 1, 2017 (the "Effective Time").  The split-adjusted shares of CytRx's common stock will continue trading on the Nasdaq Capital Market under the Company's existing symbol "CYTR."  A new CUSIP number of 232828608 has been assigned to the Company's common stock as a result of the reverse split.
The reverse stock split will reduce the number of shares of common shares outstanding from approximately 165.8 million to approximately 27.6 million upon commencement of trading on the Effective Date. Authorized shares will also be proportionally reduced from 250 million to approximately 41.7 million, and the preferred stock will be reduced from 5 million shares to approximately 0.8 million shares. The reverse stock split affects all issued and outstanding shares of the Company's Common Stock immediately prior to the Effective Time of the reverse stock split.
At a Special Meeting of Stockholders held on October 27, 2017, the Company's stockholders approved a proposal authorizing the Company to amend its certificate of incorporation and enact a 1-for-6 reverse stock split of the Company's issued and outstanding shares.
American Stock Transfer and Trust Company, CytRx's transfer agent, will  instruct certificate shareholders on the exchange process once the reverse stock split takes effect. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in conection with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions. No fractional shares will be issued.  Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares not evenly divisible by 6, will automatically receive one whole share of Common Stock in lieu of the fractional share.
About CytRx Corporation

CytRx Corporation is a biopharmaceutical company specializing in research and clinical development of novel anti-cancer drug candidates that employ linker technologies to enhance the accumulation and release of drug at the tumor. Aldoxorubicin, CytRx's most advanced drug conjugate, is an improved version of the widely used chemotherapeutic agent doxorubicin and has been out-licensed to NantCell, Inc.  CytRx is also rapidly expanding its pipeline of ultra-high potency oncology candidates at its laboratory facilities in Freiburg, Germany, through its LADR™ (Linker Activated Drug Release) technology platform, a discovery engine designed to leverage CytRx's expertise in albumin biology and linker technology for the development of a new class of potential breakthrough anti-cancer therapies.

Forward-Looking Statements

This press release contains forward-looking statements. 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 relating to plans for regaining compliance with the Nasdaq rules and higher share price of our common stock; the ability of NantCell, Inc., to obtain regulatory approval for its products that use aldoxorubicin; the ability of NantCell, Inc., to manufacture and commercialize products or therapies that use aldoxorubicin; the amount, if any, of future milestone and royalty payments that we may receive from NantCell, Inc.; our ability to develop new ultra-high potency drug candidates based on our LADR TM  technology platform; and other 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.

Investor Relations Contact: 
Argot Partners 
Michelle Carroll 
(212) 600-1902 
michelle@argotpartners.com