T
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2017
|
|
or
|
|
£
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES
EXCHANGE ACT OF 1934
|
For the transition period from
to
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Delaware
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58-1642740
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
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11726 San Vicente Blvd, Suite 650,
|
|
Los Angeles, California
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90049
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(Address of principal executive offices)
|
(Zip Code)
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Title of each class
|
Name of exchange on which registered
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Common Stock, $0.001 par value per share
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The NASDAQ Capital Market
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Series A Junior Participating Preferred Stock Purchase Rights
|
The NASDAQ Capital Market
|
Large accelerated filer
£
|
Accelerated filer
R
|
Non-accelerated filer
£
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Smaller reporting company
£
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(Do not check if a smaller reporting company)
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Emerging growth company
£
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Page
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||||
NOTE ON FORWARD-LOOKING STATEMENTS
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2
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|
||
PART I
|
||||
Item 1. BUSINESS
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3 | |||
Item 1A. RISK FACTORS
|
11 | |||
Item 1B. UNRESOLVED STAFF COMMENTS
|
23 | |||
Item 2. PROPERTIES
|
23 | |||
Item 3. LEGAL PROCEEDINGS
|
24 | |||
Item 4. MINE SAFETY DISCLOSURES
|
25 | |||
PART II
|
||||
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
26 | |||
Item 6. SELECTED FINANCIAL DATA
|
27 | |||
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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29 | |||
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
38 | |||
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
38 | |||
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
38 | |||
Item 9A. CONTROLS AND PROCEDURES
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38 | |||
Item 9B. OTHER INFORMATION
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40 | |||
PART III
|
||||
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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41 | |||
Item 11. EXECUTIVE COMPENSATION
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48 | |||
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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61 | |||
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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62 | |||
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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63 | |||
PART IV
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||||
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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64 | |||
Item 16. SUMMARY
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68 | |||
SIGNATURES
|
70 | |||
●
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after administration, the linker portion of the drug conjugate forms a rapid and specific covalent bond to the cysteine-34 position of circulating albumin;
|
●
|
circulating albumin preferentially accumulates at the tumors, bypassing concentration in other non-tumor sites, including the heart, liver and gastrointestinal tract due to a mechanism called "Enhanced Permeability and Retention";
|
●
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once localized at the tumor, the acid-sensitive linker is cleaved due to the specific conditions within the tumor and in the tumor microenvironment; and
|
●
|
free active drug is then released.
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●
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commercially reasonable royalties based on a percentage of net sales (as defined in the agreement);
|
●
|
a percentage of any non-royalty sub-licensing income (as defined in the agreement); and
|
●
|
milestones of $1 million for each additional final marketing approval that we obtain.
|
● |
fund development of product candidates based on our LADR™ technology;
|
● |
finance our general and administrative expenses
|
● |
acquire or license new technologies;
|
● |
prepare, file, prosecute, maintain, enforce and defend our patent and other proprietary rights; and
|
● |
develop and implement sales, marketing and distribution capabilities to successfully commercialize any product for which we obtain marketing approval and choose to market ourselves.
|
·
|
decide not to devote the necessary resources due to internal constraints, such as limited personnel with the requisite scientific expertise, limited cash resources or specialized equipment limitations, or the belief that other drug development programs may have a higher likelihood of obtaining regulatory approval or may potentially generate a greater return on investment;
|
·
|
do not have sufficient resources necessary to carry aldoxorubicin through clinical development, regulatory approval and commercialization;
|
·
|
cannot obtain the necessary regulatory approvals for aldoxorubicin; or
|
·
|
decide to pursue a competitive drug candidate.
|
· |
difficulty in enrolling patients in conformity with required protocols or projected timelines;
|
· |
requirements for clinical trial design imposed by the FDA;
|
· |
unexpected adverse reactions by patients in trials;
|
· |
difficulty in obtaining clinical supplies of the product;
|
· |
changes in or our inability to comply with FDA or foreign governmental product testing, manufacturing or marketing requirements;
|
· |
regulatory inspections of clinical trials or manufacturing facilities, which may, among other things, require us or our manufacturers or licensees to undertake corrective action or suspend or terminate the affected clinical trials if investigators find them not to be in compliance with applicable regulatory requirements;
|
· |
inability to generate statistically significant data confirming the safety and efficacy of the product being tested;
|
· |
modification of the product during testing; and
|
· |
reallocation of our limited financial and other resources to other clinical programs.
|
· |
restrictions on the marketing or manufacturing of the product, withdrawal of the product from the market, or voluntary or mandatory product recalls;
|
· |
fines, warning letters or holds on clinical trials;
|
· |
refusal by the FDA to approve pending applications or supplements to approved applications filed by us or our strategic partners, or suspension or revocation of product license approvals;
|
· |
injunctions or the imposition of civil or criminal penalties.
|
· |
obtaining regulatory approval to commence a trial;
|
· |
reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical trial sites;
|
· |
obtaining institutional review board approval at each clinical trial site;
|
· |
recruiting suitable patients to participate in a trial;
|
· |
having patients complete a trial or return for post-treatment follow-up;
|
· |
clinical trial sites deviating from trial protocol or dropping out of a trial;
|
· |
adding new clinical trial sites; or
|
· |
manufacturing sufficient quantities of product candidate for use in clinical trials.
|
· |
we may become involved in time-consuming and expensive litigation, even if the claim is without merit;
|
· |
we may become liable for substantial damages for past infringement if a court decides that our technology infringes a competitor's patent;
|
· |
a court may prohibit us from selling or licensing our product without a license from the patent holder, which may not be available on commercially acceptable terms, if at all, or which may require us to pay substantial royalties or grant cross licenses to our patents; and
|
· |
we may have to redesign our product candidates or technology so that it does not infringe patent rights of others, which may not be possible or commercially feasible.
|
· |
they are "incidental" to a physician's services;
|
· |
they are "reasonable and necessary" for the diagnosis or treatment of the illness or injury for which they are administered according to accepted standard of medical practice;
|
· |
they are not excluded as immunizations; and
|
· |
they have been approved by the FDA.
|
· |
the federal Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, to induce either the referral of an individual, for an item or service or the purchasing or ordering of a good or service, for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs;
|
· |
the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government, and which may apply to entities that provide coding and billing advice to customers;
|
· |
federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;
|
· |
the federal physician sunshine requirements under the Affordable Care Act, which requires manufacturers of drugs, devices, biologics, and medical supplies to report annually to the Centers for Medicare & Medicaid Services information related to payments and other transfers of value to physicians, other healthcare providers, and teaching hospitals, and ownership and investment interests held by physicians and other healthcare providers and their immediate family members;
|
· |
the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, which governs the conduct of certain electronic healthcare transactions and protects the security and privacy of protected health information; and
|
· |
state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state laws that require drug manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures; and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.
|
· |
succeed in developing competitive products sooner than us or our strategic partners or licensees;
|
· |
obtain FDA or foreign governmental approvals for their products before we can obtain approval of any of our products;
|
· |
obtain patents that block or otherwise inhibit the development and commercialization of our product candidate candidates;
|
· |
develop products that are safer or more effective than our products;
|
· |
devote greater resources than us to marketing or selling products;
|
· |
introduce or adapt more quickly than us to new technologies and other scientific advances;
|
· |
introduce products that render our products obsolete;
|
· |
withstand price competition more successfully than us or our strategic partners or licensees;
|
· |
negotiate third-party strategic alliances or licensing arrangements more effectively than us; and
|
· |
take better advantage than us of other opportunities.
|
· |
commercially reasonable royalties based on a percentage of net sales (as defined in the agreement);
|
· |
a percentage of any non-royalty sub-licensing income (as defined in the agreement); and
|
· |
milestones of $1,000,000 for each additional final marketing approval that we might obtain.
|
· |
difficulties, complications, delays and other unanticipated factors in connection with the development of new drugs;
|
· |
competition from companies that have substantially greater assets and financial resources than we have;
|
· |
our ability to anticipate and adapt to a competitive market and rapid technological developments;
|
· |
our need to rely on multiple levels of complex financing agreements with outside funding due to the length of drug development cycles and governmental approved protocols associated with the pharmaceutical industry; and
|
· |
our dependence upon key scientific personnel, including Felix Kratz, Ph.D., our Vice President of Drug Discovery.
|
· |
announcements of interim or final results of our clinical trials or our drug discovery activities;
|
· |
announcements of regulatory developments or technological innovations by us or our competitors;
|
· |
changes in our relationship with our licensors and other strategic partners;
|
· |
our quarterly operating results;
|
· |
litigation involving or affecting us;
|
· |
shortfalls in our actual financial results compared to our guidance or the forecasts of stock market analysts;
|
· |
developments in patent or other technology ownership rights;
|
· |
acquisitions or strategic alliances by us or our competitors;
|
· |
public concern regarding the safety of our products; and
|
· |
government regulation of drug pricing.
|
High
|
Low
|
|||||||
Fiscal Year 2017:
|
||||||||
Fourth Quarter
|
$
|
2.94
|
$
|
1.65
|
||||
Third Quarter
|
$
|
6.00
|
$
|
2.40
|
||||
Second Quarter
|
$
|
5.94
|
$
|
2.52
|
||||
First Quarter
|
$
|
3.06
|
$
|
2.28
|
||||
Fiscal Year 2016:
|
||||||||
Fourth Quarter
|
$
|
4.44
|
$
|
2.16
|
||||
Third Quarter
|
$
|
16.02
|
$
|
3.30
|
||||
Second Quarter
|
$
|
21.96
|
$
|
12.78
|
||||
First Quarter
|
$
|
18.48
|
$
|
9.30
|
||||
Plan Category
|
(a)
Number of Securities to be Issued Upon Exercise of Outstanding Options,
Warrants and Rights
|
(b)
Number of Issued Shares of
Restricted Stock
|
(c)
Weighted-Average Exercise Price of Outstanding Options, Restricted Stock,
Warrants and Rights
|
Number of Securities Remaining Available for issuance Under Equity Compensation Plans (Excluding Securities Reflected in
Columns (a) and (b)
|
||||||||||||
Equity compensation plans approved by our security holders:
|
||||||||||||||||
2000 Long-Term Incentive Plan
|
44,371
|
—
|
$
|
34.56
|
—
|
|||||||||||
2008 Stock Incentive Plan
|
2,821,141
|
775,194
|
8.82
|
1,247,662
|
||||||||||||
Equity compensation plans not approved by our security holders:
|
||||||||||||||||
Outstanding warrants (1)
|
3,980,781
|
—
|
4.26
|
—
|
||||||||||||
Total
|
6,846,293
|
775,194
|
$
|
6.44
|
1,247,662
|
December 31,
|
||||||||||||||||||||
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||||||
CytRx Corporation
|
235.20
|
-56.29
|
-3.28
|
-85.97
|
-24.22
|
|||||||||||||||
The NASDAQ Stock Market Index
|
40.12
|
14.75
|
6.96
|
8.87
|
29.64
|
|||||||||||||||
The NASDAQ Pharmaceutical Index
|
64.86
|
30.51
|
5.82
|
-21.99
|
19.62
|
2017
|
2016
|
2015
|
2014
|
2013
|
||||||||||||||||
Statement of Operations Data:
|
||||||||||||||||||||
Revenue
|
||||||||||||||||||||
Licensing revenue
|
$
|
100,000
|
$
|
200,000
|
$
|
100,000
|
$
|
100,000
|
$
|
300,000
|
||||||||||
Total revenue
|
$
|
100,000
|
$
|
200,000
|
$
|
100,000
|
$
|
100,000
|
$
|
300,000
|
||||||||||
Net loss
|
$
|
(34,986,000
|
)
|
$
|
(50,771,000
|
)
|
$
|
(58,587,000
|
)
|
$
|
(30,118,000
|
)
|
$
|
(47,485,000
|
)
|
|||||
Basic and diluted loss per share applicable to common stock
|
$
|
(1.46
|
)
|
$
|
(3.78
|
)
|
$
|
(5.82
|
)
|
$
|
(3.30
|
)
|
$
|
(8.64
|
)
|
|||||
`
|
||||||||||||||||||||
Balance Sheet Data:
|
||||||||||||||||||||
Cash, cash equivalents and short-term investments
|
$
|
37,643,000
|
$
|
56,959,000
|
$
|
57,297,000
|
$
|
77,840,000
|
$
|
38,568,000
|
||||||||||
Total assets
|
$
|
48,348,000
|
$
|
62,770,000
|
$
|
67,024,000
|
$
|
85,693,000
|
$
|
41,500,000
|
||||||||||
Total stockholders' equity
|
$
|
18,145,000
|
$
|
24,777,000
|
$
|
44,079,000
|
$
|
67,911,000
|
$
|
10,661,000
|
||||||||||
Payments due by periods as of December 31, 2017
|
||||||||||||||||||||
Contractual Obligations
|
Total
|
Year 1
|
Years 2 and 3
|
Years 4 and 5
|
Years 6 and beyond
|
|||||||||||||||
Operating lease obligations
|
$
|
710
|
$
|
373
|
$
|
337
|
$
|
—
|
$
|
—
|
||||||||||
Employment obligations
|
4,848
|
1,678
|
2,113
|
1,057
|
—
|
|||||||||||||||
Term loan obligation
|
12,377
|
12,377
|
—
|
—
|
—
|
|||||||||||||||
R&D contract obligations
|
1,000
|
1,000
|
—
|
—
|
—
|
|||||||||||||||
Total contractual obligations
|
$
|
18,935
|
$
|
15,428
|
$
|
2,450
|
$
|
1,057
|
$
|
—
|
(1)
|
Operating leases are primarily our facility lease obligations, as well as equipment and software lease obligations with third party vendors.
|
(2)
|
Employment agreements include management contracts that provide for minimum salary levels, adjusted periodically at the discretion of our Compensation Committee, as well as minimum bonuses and
employee benefits, in some cases.
|
(3)
|
Term loan obligation includes principal and interest payments and an end fee payment.
|
(4)
|
Research and development obligations relate primarily to our Reimbursement Agreement with NantCell, Inc.
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(In thousands)
|
||||||||||||
Research and development expenses
|
$
|
19,279
|
$
|
34,107
|
$
|
41,805
|
||||||
Non-cash research and development expenses
|
12
|
—
|
—
|
|||||||||
Employee stock and stock option expense
|
549
|
1,823
|
1,591
|
|||||||||
Total
|
$
|
19,840
|
$
|
35,930
|
$
|
43,396
|
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
(In thousands)
|
||||||||||||
General and administrative expenses
|
$
|
9,718
|
$
|
11,078
|
$
|
13,871
|
||||||
Stock, stock option and warrant expenses to non-employees and consultants
|
874
|
236
|
226
|
|||||||||
Employee stock and stock option expense
|
1,910
|
4,677
|
5,568
|
|||||||||
Total
|
$
|
12,502
|
$
|
15,991
|
$
|
19,665
|
Name
|
Age
|
Class of
Director (1)
|
Position
|
||||||
Steven A. Kriegsman
|
76
|
II
|
Director, Chairman of the Board and Chief Executive Officer
|
||||||
Louis Ignarro, Ph.D.
|
76
|
I
|
|
Lead Director (2) (3) (4) (5)
|
|||||
Joel Caldwell
|
62
|
III
|
Director (2) (4) (5)
|
||||||
Earl Brien. M.D.
|
57
|
III
|
Director (2) (3) (4) (5)
|
||||||
John Y. Caloz
|
66
|
—
|
Chief Financial Officer
|
||||||
Felix Kratz, Ph.D.
|
55
|
—
|
Senior Vice President-Drug Development
|
(1) |
Our Class I director serves until the 2019 annual meeting of stockholders, our Class II directors serve until the 2020 annual meeting of stockholders, and our Class III directors serve until the 2018 annual meeting of stockholders.
|
(2) |
Members of our Audit Committee. Mr. Caldwell is Chairman of the Committee.
|
(3) |
Members of our Nominating and Corporate Governance Committee. Dr. Ignarro is Chairman of the Committee.
|
(4) |
Members of our Compensation Committee. Dr. Ignarro is Chairman of the Committee.
|
(5) |
Members of our Strategy Committee. Dr. Brien is Chairman of the Committee.
|
· |
Analyze the primary endpoint from the Phase 2 SCLC clinical trial;
|
· |
Completion of drug substance and drug product registration batches for aldoxorubicin;
|
· |
Meet with the FDA re 505(b)(2) NDA submission;
|
· |
Submit two ASCO abstracts;
|
· |
Identify an in vivo proof of concept for at least one ultra-potent albumin-binding drug candidate, and file provisional patent applications; and
|
· |
Raise additional capital.
|
· |
base salary;
|
· |
annual bonuses; and
|
· |
equity incentive compensation.
|
· |
the negotiated terms of each executive's employment agreement, if any;
|
· |
each executive's individual performance;
|
· |
an internal review of the executive's compensation, both individually and relative to other named executive officers; and
|
· |
to a lesser extent, base salaries paid by comparable companies.
|
· |
links the creation of stockholder value with executive compensation;
|
· |
provides increased equity ownership by executives;
|
· |
functions as a retention tool, because of the vesting features included in all options granted by the Compensation Committee; and
|
· |
helps us to maintain competitive levels of total compensation.
|
Louis Ignarro, Ph.D.
Chairman
|
Earl Brien, M.D.
|
Joel Caldwell, CPA
|
Name and Principal Position
|
Year |
Salary ($)
|
Bonus
($) (1)
|
Option
Awards
($) (2)
|
All Other
Compensation ($)(3)
|
Total
($)
|
||||||||||||||
Steven A. Kriegsman
|
||||||||||||||||||||
Chief Executive Officer
|
2017 |
850,000
|
150,000
|
953,300
|
13,700
|
1,967,000
|
||||||||||||||
|
2016 |
850,000
|
150,000
|
1,388,750
|
13,700
|
2,402,450
|
||||||||||||||
2015 |
825,000
|
150,000
|
1,593,000
|
13,700
|
2,606,700
|
|||||||||||||||
John Y. Caloz
|
||||||||||||||||||||
Chief Financial Officer and Treasurer
|
2017 |
400,000
|
100,000
|
77,000
|
—
|
577,000
|
||||||||||||||
2016 |
400,000
|
135,000
|
108,850
|
—
|
643,850
|
|||||||||||||||
|
2015 |
375,000
|
135,000
|
477,900
|
—
|
987,900
|
||||||||||||||
Daniel Levitt, M.D., Ph.D.
|
||||||||||||||||||||
Chief Operating Officer and Chief Medical Officer (4)
|
2017 |
430,600
|
702,300
|
—
|
—
|
1,132,900
|
||||||||||||||
|
2016 |
625,000
|
512,500
|
124,400
|
—
|
1,261,900
|
||||||||||||||
|
2015 |
625,000
|
150,000
|
796,500
|
—
|
1,571,500
|
||||||||||||||
Scott Wieland, Ph.D.,
|
||||||||||||||||||||
Senior Vice President – Drug Development (4)
|
2017 |
254,100
|
—
|
—
|
—
|
254,100
|
||||||||||||||
|
2016 |
400,000
|
50,000
|
46,650
|
—
|
496,650
|
||||||||||||||
|
2015 |
400,000
|
75,000
|
159,300
|
—
|
634,300
|
||||||||||||||
Felix Kratz, Ph.D.,
|
||||||||||||||||||||
Vice President – Drug Development
|
||||||||||||||||||||
|
2017 |
222,400
|
76,000
|
33,000
|
—
|
331,400
|
||||||||||||||
|
2016 |
194,500
|
33,000
|
31,100
|
—
|
258,600
|
||||||||||||||
|
2015 |
182,000
|
49,000
|
119,500
|
—
|
350,500
|
(1) |
Bonuses to the named executive officers reported above were paid in December of the applicable year, with the exception of Dr. Levitt, who received a signing bonus in January 2017.
|
(2) |
The values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year, inclusive of Mr. Kriegsman's restricted stock award, in accordance with ASC 718, "
Share Based-Payment."
The fair value of the stock options at the date of grant was estimated using the Black-Scholes option-pricing model, based on the assumptions described in Note 13 of the Notes to Financial Statements included in this Annual Report.
|
(3) |
Represents life insurance premiums.
|
(4) |
Dr. Levitt and Dr. Wieland resigned in July and June 2017, respectively.
|
Name
|
Grant Date
|
All Other
Option Awards
(# of CytRx
Shares)
|
Exercise Price of
Option Awards
($/Share)
|
Grant Date
Fair Value of Stock and
Option Awards
($)
|
||||||||||||
Steven A. Kriegsman
|
12/15/2017
|
595,931(1
|
)(2)
|
$
|
1.75
|
$
|
953,300
|
|||||||||
Chief Executive Officer
|
||||||||||||||||
John Y. Caloz
|
12/15/2017
|
58,334(1
|
)
|
$
|
1.75
|
$
|
77,000
|
|||||||||
Chief Financial Officer and Treasurer
|
||||||||||||||||
Daniel Levitt, M.D., Ph.D.
|
—
|
—
|
—
|
—
|
||||||||||||
Executive Vice President and Chief Medical Officer
|
||||||||||||||||
Scott Wieland, Ph.D.
|
—
|
—
|
—
|
—
|
||||||||||||
Senior Vice President – Drug Development
|
||||||||||||||||
Felix Kratz, Ph.D.
Vice President – Drug Discovery
|
12/15/2017
|
25,000(1
|
)
|
$
|
1.75
|
$
|
33,000
|
(1)
|
Options vest in 36 equal monthly installments, subject to the named executive officer's remaining in our continuous employ through such dates, except in the case of Dr. Kratz, which vest bi-monthly over 24 months, and except that in the case of Mr. Kriegsman, the unvested options will vest, in full, upon termination of his employment by us without "cause", or by reason of his "disability" or by him for "good reason" or upon his death.
|
(2)
|
Includes the award of 387,597 restricted shares of our common stock which will vest in three equal annual instalments.
|
· |
designate participants;
|
· |
determine the types of awards to grant to each participant and the number, terms and conditions of any award
|
· |
establish, adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; and
|
· |
make all other decisions and determinations that may be required under, or as the Compensation Committee deems necessary or advisable to administer, the Plan.
|
Option Awards
|
||||||||||||||||||||
Number of
Securities
Underlying
Unexercised
Options
(#)
|
||||||||||||||||||||
Name
|
Exercisable
|
Unexercisable
|
Option Exercise
Price ($)
|
Option
Expiration Date
|
||||||||||||||||
Steven A. Kriegsman |
—
|
(1
|
)
|
208,334
|
1.75
|
12/14/27
|
||||||||||||||
President and Chief Executive Officer
|
129,199
|
(4
|
)
|
—
|
n/a
|
n/a
|
||||||||||||||
|
69,445
|
(1
|
)
|
138,889
|
2.58
|
12/14/26
|
||||||||||||||
111,111
|
(1
|
)
|
55,555
|
14.64
|
12/14/25
|
|||||||||||||||
100,000
|
(1
|
)
|
—
|
12.90
|
12/09/24
|
|||||||||||||||
154,167
|
(3
|
)
|
—
|
27.96
|
12/09/23
|
|||||||||||||||
12,363
|
—
|
14.76
|
3/07/23
|
|||||||||||||||||
83,334
|
—
|
10.98
|
12/10/22
|
|||||||||||||||||
23,810
|
—
|
13.02
|
12/11/21
|
|||||||||||||||||
17,858
|
—
|
42.42
|
12/14/20
|
|||||||||||||||||
17,858
|
—
|
44.10
|
12/10/19
|
|||||||||||||||||
7,143
|
—
|
15.54
|
11/21/18
|
|||||||||||||||||
10,715
|
—
|
48.30
|
4/07/18
|
|||||||||||||||||
John Y. Caloz
|
—
|
(1
|
)
|
58,334
|
1.75
|
12/14/27
|
||||||||||||||
Chief Financial Officer and Treasurer
|
19,444
|
(1
|
)
|
38,889
|
2.58
|
12/14/26
|
||||||||||||||
33,334
|
(1
|
)
|
16,666
|
14.64
|
12/14/25
|
|||||||||||||||
33,334
|
—
|
12.90
|
12/14/24
|
|||||||||||||||||
25,000
|
(3
|
)
|
—
|
27.96
|
12/09/23
|
|||||||||||||||
16,667
|
—
|
10.98
|
12/10/22
|
|||||||||||||||||
4,762
|
—
|
13.02
|
12/11/21
|
|||||||||||||||||
1,191
|
—
|
42.42
|
12/14/20
|
|||||||||||||||||
2,976
|
—
|
44.10
|
12/10/19
|
|||||||||||||||||
1,191
|
—
|
12.60
|
01/02/19
|
|||||||||||||||||
1,191
|
—
|
15.54
|
11/21/18
|
|||||||||||||||||
595
|
—
|
48.30
|
04/07/18
|
|||||||||||||||||
Felix Kratz, Ph.D.
|
||||||||||||||||||||
Vice-President – Drug Discovery
|
—
|
(2
|
)
|
25,000
|
1.75
|
12/14/27
|
||||||||||||||
8,333
|
(2
|
)
|
8,334
|
2.58
|
12/14/26
|
|||||||||||||||
12,500
|
(2
|
)
|
—
|
14.64
|
12/09/25
|
|||||||||||||||
10,000
|
—
|
12.90
|
12/10/24
|
|||||||||||||||||
16,667
|
—
|
24.90
|
3/14/24
|
(1)
|
These options vest in 36 equal monthly installments, subject to the named executive officer's remaining in our continuous employ through such dates. All stock options held by Mr. Kriegsman and Dr.
Levitt provide for (a) vesting, in full, of the stock options in the event of, and upon, FDA approval to market aldoxorubicin and in the event of the termination of his employment by us without "cause" or due
to his "disability," his resignation for "good reason" or his death and (b) the extended exercisability for their full term of all vested options in the event of the termination of his employment other than
a termination by us with "cause" or his resignation without "good reason."
|
(2)
|
These options vest in equal bi-monthly installments, subject to the named executive officer's remaining in our continuous employ through such dates.
|
(3)
|
The options were re-priced from $14.34 to $27.96 on June 1, 2015, with no change to the expiration date of the options.
|
(4)
|
Represents restricted stock fully-vested at December 31, 2017. On December 15, 2016, Mr. Kriegsman was granted 387,597 shares of restricted stock, which vest over three years in equal annual amounts.
|
Termination w/o Cause or, for Mr. Kriegsman, for Good Reason
|
||||||||||||||||||||
Name
|
Benefit |
Before Change in
Control ($)
|
After Change
in
Control ($)
|
Death ($)
|
Disability ($)
|
Change in
Control ($)
|
||||||||||||||
Steven A. Kriegsman
|
Severance Payment (4) |
4,250,000
|
4,250,000
|
1,700,000
|
1,700,000
|
—
|
||||||||||||||
Chief Executive Officer
|
Stock Options (1) |
—
|
—
|
—
|
—
|
—
|
||||||||||||||
|
Health Insurance (2) |
89,500
|
134,200
|
89,500
|
89,500
|
—
|
||||||||||||||
|
Life Insurance (2) |
27,400
|
41,100
|
—
|
27,400
|
—
|
||||||||||||||
|
Bonus |
750,000
|
750,000
|
300,000
|
300,000
|
—
|
||||||||||||||
|
Tax Gross Up (3) |
—
|
—
|
—
|
—
|
—
|
||||||||||||||
John Y. Caloz
|
Severance Payment (4) |
200,000
|
400,000
|
—
|
—
|
—
|
||||||||||||||
Chief Financial Officer
|
Stock Options (1) |
—
|
—
|
—
|
—
|
—
|
||||||||||||||
|
Health Insurance |
—
|
—
|
21,500
|
21,500
|
—
|
||||||||||||||
Felix Kratz, Ph.D.
|
Severance Payment (4) |
111,000
|
222,000
|
—
|
—
|
—
|
||||||||||||||
Vice President, Drug Discovery
|
Stock Options (1) |
(1) |
Represents the aggregate value of stock options that vest and become exercisable immediately upon each of the triggering events listed as if such events took place on December 31, 2017, determined by the aggregate difference between the stock price as of December 31, 2017 and the exercise prices of the underlying options.
|
(2) |
Represents the cost as of December 31, 2017 for benefits provided to Mr. Kriegsman for a period of two years, or in the event of a change in control, a period of three years.
|
(3) |
Mr. Kriegsman's employment agreement provides that if a change in control (as defined in our 2000 Plan or our 2008 Plan) occurs during the term of the employment agreement, and if, during the term and within two years after the date on which the change in control occurs, Mr. Kriegsman's employment is terminated by us without "cause" or by him for "good reason" (each as defined in their respective employment agreement), then, to the extent that any payment or distribution of any type by us to or for the benefit of Mr. Kriegsman resulting from the termination of his respective employment is or will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, we will pay Mr. Kriegsman prior to the time the excise tax is payable with respect to any such payment (through withholding or otherwise), an additional amount that, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the excise tax on such payments plus (ii) any penalty and interest assessments associated with such excise tax. Based on Mr. Kriegsman's past compensation and the estimated payment that would result from a termination of employment following a change in control, we have estimated that a gross-up payment would not be required. "Good reason" as defined in Mr. Kriegsman's employment agreement includes any change in Mr. Kriegsman's duties or title, as applicable, that are inconsistent with his respective positions. Mr. Kriegsman's employment agreement provides that, if the employment agreement is not renewed by us or by Mr. Kriegsman upon the expiration of its term on December 31, 2021, Mr. Kriegsman will be entitled to the termination payments and benefits described above.
|
(4) |
Severance payments are prescribed by our employment agreements with the named executive officers and represent a factor of their annual base compensation ranging from six months to two years, except for Mr. Kriegsman, which is the later of December 2021, the expiry of his agreement, or three years.
|
Annual total compensation of the median employee for 2017
|
$
|
81,000
|
||
Annual total compensation of the CEO for 2017
|
$
|
1,967,000
|
||
Ratio of annual total compensation of the median employee to the annual total compensation of CEO for 2017
|
1:24.3
|
Name (1)
|
Fees Earned or Paid in Cash ($)
(2)
|
Option Awards
($) (3)
|
Total
($)
|
|||||||||
Louis Ignarro, Ph.D., Lead Director
|
135,250
|
45,600
|
180,850
|
|||||||||
Earl Brien, M.D., Director
|
97,450
|
106,400
|
203,850
|
|||||||||
Joel Caldwell, Director
|
67,300
|
150,000
|
217,300
|
|||||||||
Eric Selter, Director
|
42,250
|
—
|
42,250
|
|||||||||
Anita Chawla, Ph.D., Director
|
24,250
|
—
|
24,250
|
(1) |
Steven A. Kriegsman does not receive additional compensation for his role as Chairman of the Board. For information relating to Mr. Kriegsman's compensation as Chief Executive Officer, see the Summary Compensation Table above.
|
(2) |
The amounts in this column represent cash payments made to Non-Employee Directors for annual retainer fees, committee and/or chairmanship fees and meeting fees during the year.
|
Shares of
Common Stock
|
||||||||||||
Name of Beneficial Owner
|
Number
|
Percent
|
||||||||||
Named Executive Officers and Directors
|
||||||||||||
Louis Ignarro, Ph.D.
|
174,212
|
*
|
(1
|
)
|
||||||||
Steven A. Kriegsman
|
1,552,819
|
5.5
|
%
|
(2
|
)
|
|||||||
Joel Caldwell
|
60,000
|
*
|
(3
|
)
|
||||||||
Felix Kratz, Ph.D.
|
54,445
|
*
|
(4
|
)
|
||||||||
Earl Brien, M.D.
|
140,247
|
*
|
(5
|
)
|
||||||||
John Y. Caloz
|
163,588
|
*
|
(6
|
)
|
||||||||
All executive officers and directors as a group (six persons)
|
2,145,312
|
7.7
|
%
|
(7
|
)
|
|||||||
5% Beneficial Owners
|
||||||||||||
NantCell, Inc.
|
2,469,697
|
8.8
|
%
|
(8
|
)
|
|||||||
1) |
Includes 172,024 shares subject to options or warrants.
|
(2) |
Includes 678,107 shares subject to options or warrants.
|
(3) |
Includes 60,000 shares subject to options or warrants.
|
(4) |
Includes 54,445 shares subject to options or warrants.
|
(5) |
Includes 130,000 shares subject to options or warrants.
|
(6) |
Includes 162,831 shares subject to options or warrants.
|
(7) |
Includes 1,257,406 shares subject to options or warrants.
|
(8) |
Includes 500,000 shares subject to warrants.
|
· |
that all related person transactions, all material terms of the transactions, and all the material facts as to the related person's direct or indirect interest in, or relationship to, the related person transaction must be communicated to the Audit Committee; and
|
· |
that all related person transactions, and any material amendment or modification to any related person transaction, be reviewed and approved or ratified by the Audit Committee, as required by NASDAQ Marketplace Rules.
|
· |
information provided by members of our board of directors in connection with the required annual evaluation of director independence;
|
· |
pertinent responses to the Directors' and Officers' Questionnaires submitted periodically by our officers and directors and provided to the Audit Committee by our management;
|
· |
background information on nominees for director provided by the Nominating and Corporate Governance Committee of our board of directors; and
|
· |
any other relevant information provided by any of our directors or officers.
|
· |
In connection with its review and approval or ratification, if appropriate, of any related person transaction, our Audit Committee is to consider whether the transaction will compromise standards included in our Code of Ethics. In the case of any related person transaction involving an outside director or nominee for director, the Audit Committee also is to consider whether the transaction will compromise the director's status as an independent director as prescribed in the NASDAQ Marketplace Rules.
|
· |
"related person" has the meaning given to such term in Item 404(a) of Securities and Exchange Commission Regulation S-K ("Item 404(a)"); and
|
· |
"related person transaction" means any transaction for which disclosure is required under the terms of Item 404(a) involving us and any related persons.
|
Incorporated By Reference to
|
|||||
Exhibit
Number
|
Description
|
Form
|
Exhibit
|
Filing Date
|
Filed / Furnished
Herewith
|
2.1
|
Agreement and Plan of Merger, dated as of June 6, 2008, among CytRx Corporation, CytRx Merger Subsidiary, Inc., Innovive Pharmaceuticals, Inc., and Steven Kelly
|
8-K
|
2.1
|
6/9/2008
|
|
3.1
|
Restated Certificate of Incorporation of CytRx Corporation, as amended
|
10-K
|
3.1
|
3/13/2012
|
|
3.2
|
Certificate of Amendment of Restated Certificate of Incorporation
|
8-K
|
3.1
|
5/15/2012
|
|
3.3
|
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, Pursuant to Section 151 of the Delaware General Corporation Law
|
8-K
|
3.1
|
12/14/2016
|
|
3.4
|
Certificate of Amendment of Restated Certificate of Incorporation
|
8-K
|
3.1
|
11/1/2017
|
|
3.5
|
Restated By-Laws of CytRx Corporation, as amended
|
8-K
|
3.2
|
7/16/2013
|
|
4.1
|
Shareholder Protection Rights Agreement dated April 16, 1997 between CytRx Corporation and American Stock Transfer &Trust Company, as Rights Agent
|
8-K
|
99.1
|
4/17/1997
|
|
4.1.1
|
Amendment No. 1 to Shareholder Protection Rights Agreement, dated February 11, 2002
|
10-K
|
4.2
|
4/1/2002
|
|
4.1.2
|
Amendment No. 2 to Shareholder Protection Rights Agreement, dated March 30, 2007
|
10-K
|
4.3
|
4/2/2007
|
|
4.1.3
|
Amendment No. 3 to Shareholder Protection Rights Agreement, dated July 12, 2016
|
10-Q
|
4.1
|
11/9/2016
|
|
4.2
|
Common Stock Purchase Warrant issued by CytRx Corporation to Alexander Capital, L.P.
|
10-K
|
4.5
|
3/11/2016
|
|
4.3
|
Form of Common Stock Purchase Warrant issued by CytRx Corporation, dated July 20, 2016
|
10-K
|
4.6
|
3/15/2017
|
|
4.4
|
Contingent Common Stock Purchase Warrant Agreement dated as of December 5, 2016 issued by CytRx Corporation to Bristol Capital Advisors, LLC on February 10, 2017
|
10-K
|
4.7
|
3/15/2017
|
|
4.5
|
Warrant Agreement dated as of February 5, 2016 issued by CytRx Corporation to Hercules Technology Growth Capital, LLC
|
8-K
|
10.2
|
2/9/2016
|
|
4.5.1
|
First Amendment to Warrant Agreement, dated July 28, 2017, issued by CytRx Corporation to Hercules Capital, Inc.
|
8-K
|
10.5
|
8/1/2017
|
|
4.6
|
Warrant Agreement dated as of February 5, 2016 issued by CytRx Corporation to Hercules Technology III, L.P.
|
8-K
|
10.3
|
2/9/2016
|
|
4.6.1
|
First Amendment to Warrant Agreement, dated July 28, 2017, issued by CytRx Corporation to Hercules Technology III, L.P.
|
8-K
|
10.6
|
8/1/2017
|
|
4.7
|
Warrant, dated as of July 27, 2017, issued by CytRx Corporation to NantCell, Inc.
|
8-K
|
10.3
|
8/1/2017
|
Incorporated By Reference to
|
|||||
Exhibit
Number
|
Description
|
Form
|
Exhibit
|
Filing Date
|
Filed / Furnished
Herewith
|
10.1.1*
|
Amendment No. 2 to CytRx Corporation 2000 Long-Term Incentive Plan
|
14A (proxy)
|
Annex C
|
6/11/2002
|
|
10.1.2*
|
Amendment No. 3 to CytRx Corporation 2000 Long-Term Incentive Plan
|
10-K
|
10.14
|
5/14/2004
|
|
10.1.3*
|
Amendment No. 4 to CytRx Corporation 2000 Long-Term Incentive Plan
|
10-K
|
10.15
|
5/14/2004
|
|
10.2*
|
CytRx Corporation Amended and Restated 2008 Stock Incentive Plan
|
10-K
|
10.6
|
3/13/2012
|
|
10.2.1*
|
Sixth Amendment to Amended and Restated CytRx Corporation 2008 Stock Incentive Plan
|
14A
(proxy)
|
Annex B
|
5/5/2015
|
|
10.2.2*
|
Seventh Amendment to Amended and Restated CytRx Corporation 2008 Stock Incentive Plan
|
14A
(proxy)
|
Annex A
|
5/20/2016
|
|
10.2.3*
|
Eighth Amendment to Amended and Restated CytRx Corporation 2008 Stock Incentive Plan
|
14A
(proxy)
|
Annex B
|
5/20/2016
|
|
10.2.4*
|
Form of Non-qualified Stock Option for grants to non-employee directors under Amended and Restated 2008 Stock Incentive Plan.
|
10-K
|
10.11
|
3/11/2016
|
|
10.2.5*
|
Form of Non-qualified Stock Option for grants to executive officers under Amended and Restated 2008 Stock Incentive Plan.
|
10-K
|
10.12
|
3/11/2016
|
|
10.3*
|
Form of Non-qualified Stock Option for grants to Steven A. Kriegsman and Daniel J. Levitt, M.D., Ph.D., under Amended and Restated 2008 Stock Incentive Plan.
|
10-K
|
10.13
|
3/11/2016
|
|
10.3.1*
|
Amendment No. 1 to Stock Option Agreements of Daniel J. Levitt, M.D., Ph.D., dated December 31, 2015.
|
10-K
|
10.14
|
3/11/2016
|
|
10.3.2*
|
Amendment No. 1 to Stock Option Agreements (2000 Long-Term Incentive Plan) of Steven A. Kriegsman, dated March 8, 2016.
|
10-K
|
10.15
|
3/11/2016
|
|
10.3.3*
|
Amendment No. 1 to Stock Option Agreements (2008 Stock Incentive Plan) of Steven A. Kriegsman, dated March 8, 2016
|
10-K
|
10.16
|
3/11/2016
|
|
10.4†
|
License Agreement, dated December 7, 2001, by and between CytRx Corporation and Vical Incorporated
|
8-K
|
99
|
12/21/2001
|
|
10.5
|
Office Lease between The Kriegsman Capital Group, LLC and Douglas Emmett Joint Venture, dated April 13, 2000
|
10-K
|
10.63
|
5/14/2004
|
|
10.5.1
|
Assignment, Assumption and Consent, effective July 1, 2003, by and among CytRx Corporation, The Kriegsman Capital Group, LLC and Douglas Emmett Joint Venture, concerning Office Lease dated April 13, 2000
|
10-K
|
10.64
|
5/14/2004
|
|
10.5.2
|
First Amendment to Office Lease dated October 14, 2005, by and between CytRx Corporation and Douglas Emmett 1993, LLC
|
8-K
|
10.1
|
10/20/2005
|
|
10.5.3 | Second Amendment to Office Lease dated June 30, 2008, by and between CytRx Corporation and Douglas Emmett 1993, LLC | 10-K | 10.29 | 3/13/2009 | |
10.5.4 | Third Amendment to Office Lease dated December 1, 2009, by and between CytRx Corporation and Douglas Emmett 1993, LLC | 10-Q | 10.1 | 12/4/2009 | |
10.5.5 | Fourth Amendment to Office Lease dated February 10 2014, by and between CytRx Corporation and Douglas Emmett 1993, LLC | 8-K | 10.1 | 2/13/2014 |
Incorporated By Reference to | |||||
Exhibit
Number
|
Description
|
Form | Exhibit | Filing Date | Filed/Furnished Herewith |
10.6†
|
License Agreement dated April 17, 2006 between Innovive Pharmaceuticals, Inc. and KTB Tumorforschungs GmbH
|
10-Q
|
10.15
|
11/14/2006
|
|
10.6.1
|
Amendment dated March 14, 2014 to License Agreement between CytRx Corporation and KTB Tumorforschungs GmbH
|
8-K
|
1.1
|
3/17/2014
|
|
10.7*
|
Employment Agreement dated January 1, 2017, between CytRx Corporation and Daniel J. Levitt, M.D., Ph.D.
|
10-K
|
10.26
|
3/15/2017
|
|
10.8*
|
Employment Agreement dated January 1, 2017, between CytRx Corporation and Scott Wieland
|
10-K
|
10.29
|
3/15/2017
|
|
10.9*
|
Employment Agreement dated January 10, 2017, between CytRx Corporation and John Y. Caloz
|
10-K
|
10.30
|
3/15/2017
|
|
10.10*
|
Employment Agreement dated February 26, 2018, between CytRx Corporation and John Y. Caloz
|
**
|
|||
10.11*
|
Fourth Amended and Restated Employment Agreement, dated May 10, 2012, by and between CytRx Corporation and Steven A. Kriegsman
|
8-K
|
10.1
|
10/19/2012
|
|
10.11.1*
|
First Amendment to Fourth Amended and Restated Employment Agreement by and between CytRx Corporation and Steven A. Kriegsman, dated March 4, 2014
|
10-K
|
10.32
|
3/5/2014
|
|
10.11.2*
|
Second Amendment to Fourth Amended and Restated Employment Agreement by and between CytRx Corporation and Steven A. Kriegsman, dated January 1, 2015
|
10-K
|
10.31
|
3/10/2015
|
|
10.11.3*
|
Third Amendment to Fourth Amended and Restated Employment Agreement by and between CytRx Corporation and Steven A. Kriegsman, dated March 8, 2016
|
10-K
|
10.36
|
3/11/2016
|
|
10.11.4*
|
Fourth Amendment to Fourth Amended and Restated Employment Agreement by and between CytRx Corporation and Steven A. Kriegsman dated January 10, 2017
|
10-K
|
10.38
|
3/15/2017
|
|
10.12*
|
Restricted Stock Purchase Agreement by and between CytRx Corporation and Steven A. Kriegsman, dated January 11, 2017
|
10-K
|
10.39
|
3/15/2017
|
|
10.13*
|
Restricted Stock Purchase Agreement by and between CytRx Corporation and Steven A. Kriegsman, dated January 30, 2018
|
**
|
|||
10.14
|
Loan and Security Agreement dated February 5, 2016 among CytRx Corporation, the Lender referred to therein, and Hercules Technology Growth Capital, Inc., as Agent
|
8-K
|
10.1
|
2/9/2016
|
|
10.14.1
|
First Amendment to Loan and Security Agreement, dated July 28, 2017, among CytRx Corporation, the lenders parties thereto, and Hercules Capital, Inc., as collateral agent for itself and the lenders
|
8-K
|
10.4
|
8/1/2017
|
|
10.15†
|
Exclusive License Agreement, dated as of July 27, 2017, by and between CytRx Corporation and NantCell, Inc.
|
8-K
|
10.1
|
8/1/2017
|
|
10.16
|
Stock Purchase Agreement, dated as of July 27, 2017, by and between CytRx Corporation and NantCell, Inc.
|
8-K
|
10.2
|
8/1/2017
|
|
23.1
|
Consent of BDO USA, LLP
|
**
|
|||
31.1
|
Certification of Chief Executive Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
**
|
|||
31.2
|
Certification of Chief Financial Officer Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
**
|
|||
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
***
|
|||
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
***
|
Incorporated By Reference to | |||||
Exhibit
Number
|
Description | Form | Exhibit | Filing Date | Filed/Furnished Herewith |
101.INS++
|
XBRL Instance Document.
|
**
|
|||
101.SCH++
|
XBRL Taxonomy Extension Schema Document.
|
**
|
|||
101.CAL++
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
**
|
|||
101.DEF++
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
**
|
|||
101.LAB++
|
XBRL Taxonomy Extension Label Linkbase Document.
|
**
|
|||
101.PRE++
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
**
|
* |
Indicates a management contract or compensatory plan or arrangement.
|
** |
Filed herewith.
|
*** |
Furnished herewith.
|
† |
Confidential treatment has been requested or granted for certain portions which have been blanked out in the copy of the exhibit filed with the Securities and Exchange Commission. The omitted information has been filed separately with the Securities and Exchange Commission.
|
++ |
Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied with the reporting obligation relating to the submission of interactive data files in such exhibits and is not subject to liability under any anti-fraud provisions of the federal securities laws as long as the Registrant has made a good faith attempt to comply with the submission requirements and promptly amends the interactive data files after becoming aware that the interactive data files fails to comply with the submission requirements. These interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
|
|
Company Name | |||
Date: March 16, 2018
|
By:
|
/s/ STEVEN A. KRIEGSMAN | |
Steven A. Kriegsman | |||
Chairman and Chief Executive Officer | |||
Signature
|
Title
|
Date
|
/s/ STEVEN A. KRIEGSMAN
|
Chairman of the Board and Chief Executive Officer
|
March 16, 2018
|
Steven A. Kriegsman
|
(Principal Executive Officer) | |
|
||
/s/ JOHN Y. CALOZ
|
Chief Financial Officer
|
March 16, 2018
|
John Y. Caloz
|
(Principal Financial and Accounting Officer)
|
|
/s/ LOUIS IGNARRO
|
Director
|
March 16, 2018
|
Louis Ignarro, Ph.D.
|
||
/s/ EARL BRIEN
|
Director
|
March 16, 2018
|
EARL Brien, M.D.
|
/s/ JOEL CALDWELL
|
Director
|
March 16, 2018
|
Joel Caldwell
|
CytRx Corporation
|
||||
Report of Independent Registered Public Accounting Firm
|
F-1
|
|||
Balance Sheets
|
F-2
|
|||
Statements of Operations
|
F-3
|
|||
Statements of Stockholders' Equity
|
F-4
|
|||
Statements of Cash Flows
|
F-5
|
|||
Notes to Financial Statements
|
F-6
|
|||
Financial Statement Schedule II — Valuation and Qualifying Accounts
|
F-22
|
December 31,
|
||||||||
2017
|
2016
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
37,643,404
|
$
|
56,959,485
|
||||
Receivables
|
7,529,032
|
183,703
|
||||||
Prepaid expenses and other current assets
|
1,914,077
|
3,434,238
|
||||||
Total current assets
|
47,086,513
|
60,577,426
|
||||||
Equipment and furnishings, net
|
1,042,892
|
1,959,667
|
||||||
Goodwill
|
183,780
|
183,780
|
||||||
Other assets
|
34,334
|
48,911
|
||||||
Total assets
|
$
|
48,347,519
|
$
|
62,769,784
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
4,122,017
|
$
|
6,406,445
|
||||
Accrued expenses and other current liabilities
|
8,029,274
|
3,830,498
|
||||||
Deferred revenue
|
6,924,353
|
—
|
||||||
Term loan, net - current
|
10,599,795
|
5,481,656
|
||||||
Warrant liabilities
|
527,025
|
3,789,391
|
||||||
Total current liabilities
|
30,202,464
|
19,507,990
|
||||||
Long term loan, net
|
—
|
18,484,510
|
||||||
Total liabilities
|
30,202,464
|
37,992,500
|
||||||
Commitment and contingencies
|
||||||||
Stockholders' equity (2016 restated to reflect a 1-6 reverse stock split, see Note 1):
|
||||||||
Preferred Stock, $0.01 par value, 833,334 shares authorized, including 4,167 shares of Series A Junior Participating Preferred Stock; no shares issued and outstanding
|
—
|
—
|
||||||
Preferred Stock, $0.01 par value, stated value $1,000, 650 shares authorized of Series B Convertible Preferred Shares at $2.52 per share, 550 issued, 0 outstanding at December 31, 2017, 518 outstanding at December 31, 2016.
|
—
|
518,000
|
||||||
Common stock, $0.001 par value, 41,666,667 shares authorized; 28,037,501 and 18,553,817 shares issued and outstanding at December 31, 2017 and 2016, respectively
|
28,037
|
18,553
|
||||||
Additional paid-in capital
|
468,969,445
|
440,106,726
|
||||||
Accumulated deficit
|
(450,852,427
|
)
|
(415,865,995
|
)
|
||||
Total stockholders' equity
|
18,145,055
|
24,777,284
|
||||||
Total liabilities and stockholders' equity
|
$
|
48,347,519
|
$
|
62,769,784
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Revenue:
|
||||||||||||
Licensing revenue
|
$
|
100,000
|
$
|
200,000
|
$
|
100,000
|
||||||
Expenses:
|
||||||||||||
Research and development
|
19,840,106
|
35,930,212
|
43,395,574
|
|||||||||
General and administrative
|
12,502,042
|
15,990,789
|
19,664,904
|
|||||||||
Depreciation and amortization
|
629,312
|
536,631
|
317,649
|
|||||||||
32,971,460
|
52,457,632
|
63,378,127
|
||||||||||
Loss before other income (expense)
|
(32,871,460
|
)
|
(52,257,632
|
)
|
(63,278,127
|
)
|
||||||
Other income (expense):
|
||||||||||||
Interest income
|
365,584
|
255,123
|
233,958
|
|||||||||
Interest expense
|
(3,831,211
|
)
|
(2,754,677
|
)
|
—
|
|||||||
Other income (expense), net
|
(16,322
|
)
|
159,148
|
20,151
|
||||||||
Gain on warrant liabilities
|
1,367,777
|
3,827,617
|
4,437,628
|
|||||||||
Loss before provision for income taxes
|
(34,985,632
|
)
|
(50,770,421
|
)
|
(58,586,390
|
)
|
||||||
Provision for income taxes
|
(800
|
)
|
(800
|
)
|
(800
|
)
|
||||||
Net loss
|
$
|
(34,986,432
|
)
|
$
|
(50,771,221
|
)
|
$
|
(58,587,190
|
)
|
|||
Basic and diluted loss per share
|
$
|
(1.46
|
)
|
$
|
(3.78
|
)
|
$
|
(5.82
|
)
|
|||
Basic and diluted weighted average shares outstanding
|
24,042,293
|
13,510,629
|
10,080,526
|
Series B Preferred Shares Issued
|
Common Shares Issued
|
Preferred Stock Amount
|
Common Stock Amount
|
Additional
Paid-in
Capital
|
Accumulated Deficit
|
Treasury Stock
|
Total
|
|||||||||||||||||||||||||
Balance at January 1, 2015
|
—
|
9,320,331
|
$
|
—
|
$
|
9,321
|
$
|
377,022,587
|
$
|
(306,507,584
|
)
|
$
|
(2,612,861
|
)
|
$
|
67,911,463
|
||||||||||||||||
Issuance of stock options/warrants for compensation and services
|
—
|
—
|
—
|
—
|
7,384,656
|
—
|
—
|
7,384,656
|
||||||||||||||||||||||||
Common stock issued in connection with a public offering
|
—
|
1,744,167
|
—
|
1,744
|
26,778,324
|
—
|
—
|
26,780,068
|
||||||||||||||||||||||||
Options and warrants exercised
|
—
|
48,726
|
—
|
48
|
589,953
|
—
|
—
|
590,001
|
||||||||||||||||||||||||
Retirement of treasury stock
|
—
|
(33,213
|
)
|
—
|
(33
|
)
|
(2,612,828
|
)
|
—
|
2,612,861
|
—
|
|||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(58,587,190
|
)
|
—
|
(58,587,190
|
)
|
||||||||||||||||||||||
Balance at December 31, 2015
|
—
|
11,080,011
|
11,080
|
409,162,692
|
(365,094,774
|
)
|
—
|
44,078,998
|
||||||||||||||||||||||||
Issuance of stock options/warrants for compensation and services
|
—
|
—
|
—
|
—
|
6,735,576
|
—
|
—
|
6,735,576
|
||||||||||||||||||||||||
Stock issued in connection with a public offering
|
550
|
6,685,362
|
550,000
|
6,685
|
25,220,572
|
—
|
—
|
25,777,257
|
||||||||||||||||||||||||
Warrants issued in connection with a public offering
|
—
|
—
|
—
|
—
|
(6,923,551
|
)
|
—
|
—
|
(6,923,551
|
)
|
||||||||||||||||||||||
Preferred stock conversion
|
(32
|
)
|
76,191
|
(32,000
|
)
|
76
|
31,924
|
—
|
—
|
—
|
||||||||||||||||||||||
Issuance of restricted stock grant
|
—
|
387,597
|
—
|
388
|
1,937
|
—
|
—
|
2,325
|
||||||||||||||||||||||||
Warrants issued in connection with term loan
|
—
|
—
|
—
|
—
|
633,749
|
—
|
—
|
633,749
|
||||||||||||||||||||||||
Beneficial conversion feature – Series B preferred stock
|
—
|
—
|
(314,286
|
)
|
—
|
314,286
|
—
|
—
|
—
|
|||||||||||||||||||||||
Series B preferred stock deemed dividend
|
—
|
—
|
314,286
|
—
|
(314,286
|
)
|
—
|
—
|
—
|
|||||||||||||||||||||||
Options and warrants exercised
|
—
|
64,393
|
—
|
64
|
744,087
|
—
|
—
|
744,151
|
||||||||||||||||||||||||
Class action settlement share issuance
|
—
|
260,263
|
—
|
260
|
4,499,740
|
—
|
4,500,000
|
|||||||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(50,771,221
|
)
|
—
|
(50,771,221
|
)
|
||||||||||||||||||||||
Balance at December 31, 2016
|
518
|
18,553,817
|
518,000
|
18,553
|
440,106,726
|
(415,865,995
|
)
|
—
|
24,777,284
|
|||||||||||||||||||||||
Options and warrants exercised
|
—
|
880,788
|
—
|
881
|
3,012,779
|
—
|
—
|
3,013,660
|
||||||||||||||||||||||||
Stock issued in connection with a public offering
|
—
|
5,000,000
|
—
|
5,000
|
13,946,218
|
—
|
—
|
13,951,218
|
||||||||||||||||||||||||
Preferred stock conversion
|
(518
|
)
|
1,233,334
|
(518,000
|
)
|
1,233
|
516,767
|
—
|
—
|
—
|
||||||||||||||||||||||
Issuance of restricted stock grant
|
—
|
387,597
|
—
|
388
|
—
|
—
|
—
|
388
|
||||||||||||||||||||||||
Warrants repriced to term loan lender
|
—
|
—
|
—
|
—
|
76,549
|
—
|
—
|
76,549
|
||||||||||||||||||||||||
Shares issued in connection with licensing sale
|
—
|
1,969,697
|
—
|
1,970
|
6,073,677
|
—
|
—
|
6,075,647
|
||||||||||||||||||||||||
1 – 6 reverse stock split fractional shares
|
—
|
12,268
|
—
|
12
|
(12
|
)
|
—
|
—
|
—
|
|||||||||||||||||||||||
Issuance of stock options/warrants for compensation and services
|
—
|
—
|
—
|
—
|
3,344,520
|
—
|
—
|
3,344,520
|
||||||||||||||||||||||||
Warrant liability exercises
|
—
|
—
|
—
|
—
|
1,894,589
|
—
|
—
|
1,894,589
|
||||||||||||||||||||||||
Banking fee on warrant exercises
|
—
|
—
|
—
|
—
|
(2,368
|
)
|
—
|
—
|
(2,368
|
)
|
||||||||||||||||||||||
Net loss
|
—
|
—
|
—
|
—
|
—
|
(34,986,432
|
)
|
—
|
(34,986,432
|
)
|
||||||||||||||||||||||
Balance at December 31, 2017
|
—
|
28,037,501
|
$
|
—
|
$
|
28,037
|
$
|
468,969,445
|
$
|
(450,852,427
|
)
|
$
|
—
|
$
|
18,145,055
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$
|
(34,986,432
|
)
|
$
|
(50,771,221
|
)
|
$
|
(58,587,190
|
)
|
|||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
Depreciation and amortization
|
629,312
|
536,631
|
317,649
|
|||||||||
Loss on retirement of equipment and furnishings
|
424,049
|
12,276
|
2,614
|
|||||||||
Gain on warrant liabilities
|
(1,367,777
|
)
|
(3,827,617
|
)
|
(4,437,628
|
)
|
||||||
Amortization of loan cost and discount
|
1,923,816
|
587,837
|
—
|
|||||||||
Stock-based compensation expense
|
3,344,520
|
6,735,576
|
7,384,656
|
|||||||||
Non-cash litigation settlement due in common stock
|
—
|
—
|
4,500,000
|
|||||||||
Changes in assets and liabilities:
|
||||||||||||
Receivable
|
(7,344,941
|
)
|
4,412,097
|
(2,574,182
|
)
|
|||||||
Interest receivable
|
—
|
28,130
|
76,497
|
|||||||||
Prepaid expenses and other current assets
|
1,534,738
|
(28,569
|
)
|
1,118,931
|
||||||||
Accounts payable
|
(2,286,416
|
)
|
(1,672,631
|
)
|
916,919
|
|||||||
Deferred revenue
|
6,924,353
|
—
|
—
|
|||||||||
Accrued expenses and other current liabilities
|
4,007,210
|
(5,862,861
|
)
|
3,699,287
|
||||||||
Net cash used in operating activities
|
(27,197,568
|
)
|
(49,850,352
|
)
|
(47,582,447
|
)
|
||||||
Cash flows from investing activities:
|
||||||||||||
Proceeds from matured short-term investments
|
—
|
35,035,420
|
76,544,319
|
|||||||||
Purchase of short-term investments
|
—
|
—
|
(65,958,146
|
)
|
||||||||
Purchases of equipment and furnishings
|
(134,598
|
)
|
(1,020,441
|
)
|
(331,328
|
)
|
||||||
Net cash provided by (used in) investing activities
|
(134,598
|
)
|
34,014,979
|
10,254,845
|
||||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from common stock issued in public offering, net of fees
|
13,951,218
|
25,777,257
|
26,780,068
|
|||||||||
Proceeds from term loan, net
|
—
|
24,012,078
|
—
|
|||||||||
Proceeds from sale of common shares and warrants related to NantCell
|
6,075,647
|
—
|
—
|
|||||||||
Loan amendment fee payment
|
(200,000
|
)
|
—
|
—
|
||||||||
Term loan principal repayment
|
(15,013,638
|
)
|
—
|
—
|
||||||||
Net proceeds from exercise of stock options and warrants
|
3,202,858
|
744,151
|
590,001
|
|||||||||
Net cash provided by financing activities
|
8,016,085
|
50,533,486
|
27,370,069
|
|||||||||
Net increase (decrease) in cash and cash equivalents
|
(19,316,081
|
)
|
34,698,113
|
(9,957,533
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
56,959,485
|
22,261,372
|
32,218,905
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
37,643,404
|
$
|
56,959,485
|
$
|
22,261,372
|
||||||
Supplemental disclosures of non-cash financing/investing activities:
|
||||||||||||
Warrant liability exercises
|
$
|
1,894,589
|
$
|
—
|
$
|
3
|
||||||
Warrants repriced in connection with the sale of licenses
|
$
|
76,549
|
$
|
—
|
$
|
—
|
||||||
Receivable from issuance of restricted stock
|
$
|
388
|
$
|
2,325
|
$
|
—
|
||||||
Equipment and furnishings purchased but not paid
|
$
|
1,988
|
$
|
20,452
|
$
|
485,743
|
||||||
Retirement of treasury stock
|
—
|
$
|
—
|
$
|
2,612,861
|
|||||||
Warrants issued in connection with the term loan
|
$
|
—
|
$
|
633,749
|
$
|
—
|
||||||
1 – 6 reverse stock split
|
$
|
12
|
$
|
4,500,000
|
$
|
—
|
||||||
Series B Preferred stock beneficial conversion feature and deemed dividend
|
$
|
—
|
$
|
314,286
|
$
|
—
|
||||||
Warrants issued/amended in connection with the public offering
|
$
|
—
|
$
|
6,923,551
|
$
|
—
|
||||||
Series B Preferred stock conversion
|
$
|
1,233
|
$
|
457
|
$
|
—
|
||||||
Supplemental disclosure of Cash Flow Information:
|
||||||||||||
Cash paid during the year for income taxes
|
$
|
800
|
$
|
800
|
$
|
800
|
||||||
Cash paid during the year for interest
|
$
|
2,025,468
|
$
|
1,959,375
|
$
|
—
|
||||||
(In thousands)
|
Level I
|
Level II
|
Level III
|
Total
|
||||||||||||
Cash equivalents
|
$
|
35,834
|
$
|
—
|
$
|
—
|
$
|
35,834
|
||||||||
Warrant liabilities
|
—
|
—
|
(527
|
)
|
(527
|
)
|
(In thousands)
|
Level I
|
Level II
|
Level III
|
Total
|
||||||||||||
Cash equivalents
|
$
|
56,276
|
$
|
—
|
$
|
—
|
$
|
56,276
|
||||||||
Warrant liabilities
|
—
|
—
|
(3,789
|
)
|
(3,789
|
)
|
(In thousands)
|
2017
|
2016
|
||||||
Beginning balance
|
$
|
3,789
|
$
|
693
|
||||
Issued
|
—
|
6,933
|
||||||
Exercised
|
(1,895
|
)
|
(9
|
)
|
||||
Net changes in valuation
|
(1,367
|
)
|
(3,828
|
)
|
||||
Ending balance
|
$
|
527
|
$
|
3,789
|
|
2017
|
2016
|
|||||||
Equipment and furnishings
|
$
|
2,212
|
$
|
2,811
|
||||
Less — accumulated depreciation
|
(1,169
|
)
|
(851
|
)
|
||||
Equipment and furnishings, net
|
$
|
1,043
|
$
|
1,960
|
||||
2017
|
2016
|
|||||||
Professional fees
|
$
|
209
|
$
|
193
|
||||
Research and development costs
|
223
|
2,208
|
||||||
Litigation settlement
|
6,450
|
700
|
||||||
Wages, bonuses and employee benefits
|
396
|
487
|
||||||
Royalties
|
626
|
—
|
||||||
Other
|
125
|
242
|
||||||
Total
|
$
|
8,029
|
$
|
3,830
|
December 31,
2017
|
December 31,
2016
|
|||||||
Term Loan Principal – Current
|
$
|
9,986,362
|
$
|
6,214,057
|
||||
End Fee Payable
|
1,771,250
|
—
|
||||||
Issuance Cost/Loan Discount – Current
|
(1,157,817
|
)
|
(732,401
|
)
|
||||
Term Loan, Net – Current
|
$
|
10,599,795
|
$
|
5,481,656
|
||||
Long Term Loan Principal
|
$
|
—
|
$
|
18,785,943
|
||||
End Fee Payable
|
—
|
1,771,250
|
||||||
Long Term Loan Discount/Issuance Cost
|
—
|
(2,072,683
|
)
|
|||||
Long Term Loan, Net
|
$
|
—
|
$
|
18,484,510
|
Year Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Risk-free interest rate
|
1.53
|
%
|
0.90
|
%
|
0.57
|
%
|
||||||
Expected dividend yield
|
0
|
%
|
0
|
%
|
0
|
%
|
||||||
Expected lives
|
0.55
|
1.23
|
0.59
|
|||||||||
Expected volatility
|
96.7
|
%
|
119.1
|
%
|
61.7
|
%
|
||||||
Number of warrants classified as liabilities
|
2,834,246
|
4,752,512
|
1,061,976
|
|||||||||
Gain on warrant liabilities
|
$
|
1,367,777
|
$
|
3,827,617
|
$
|
4,437,628
|
Operating
Leases (1)
|
Employment
Agreements (2)
|
Research and
Development (3)
|
Total
|
|||||||||||||
2018
|
$
|
373
|
$
|
1,678
|
$
|
1,000
|
$
|
3,051
|
||||||||
2019
|
278
|
1,057
|
—
|
1,335
|
||||||||||||
2020
|
59
|
1,057
|
—
|
1,116
|
||||||||||||
2021
|
—
|
1,057
|
—
|
1,057
|
||||||||||||
2022
|
—
|
—
|
—
|
—
|
||||||||||||
Thereafter
|
—
|
—
|
—
|
—
|
||||||||||||
Total
|
$
|
710
|
$
|
4,849
|
$
|
1,000
|
$
|
6,559
|
(1) |
Operating leases are primarily facility lease related obligations, as well as equipment lease obligations with third party vendors. The Company recognized rent expenses of $420,106, $358,247, and $351,075 in 2017, 2016 and 2015, respectively.
|
(2) |
Employment agreements include management contracts which have been revised from time to time. The employment agreement for the Company's executive officers provide for minimum salaries, which are adjusted annually at the discretion of the Company's Compensation Committee, and in some cases provide for minimum annual bonuses and employee benefits, as well. New employment agreements for the Company's other executive officers are usually entered into annually or biennially.
|
(3) |
Research and development obligations relate primarily to the Reimbursement Agreement with NantCell. All of these purchase obligations are cancelable.
|
2017
|
2016
|
2015
|
||||||||||
Risk-free interest rate
|
2.04% - 2.35
|
%
|
1.20% - 2.26
|
%
|
1.74% - 2.12
|
%
|
||||||
Expected volatility
|
86% - 92
|
%
|
74% - 88
|
%
|
74% - 85
|
%
|
||||||
Expected lives (years)
|
6 - 10
|
6 - 10
|
6 - 10
|
|||||||||
Expected dividend yield
|
0.00
|
%
|
0.00
|
%
|
0.00
|
%
|
Stock Options
|
Weighted Average
Exercise Price
|
|||||||||||||||||||||||
2017
|
2016
|
2015
|
2017
|
2016
|
2015
|
|||||||||||||||||||
Outstanding — beginning of year
|
2,813,280
|
2,263,977
|
1,559,765
|
$
|
14.14
|
$
|
18.66
|
$
|
16.98
|
|||||||||||||||
Granted
|
591,369
|
809,500
|
765,000
|
1.87
|
3.54
|
15.66
|
||||||||||||||||||
Exercised
|
(19,213
|
)
|
(55,000
|
)
|
(47,857
|
)
|
2.58
|
12.84
|
12.30
|
|||||||||||||||
Forfeited
|
(874,210
|
)
|
(196,054
|
)
|
—
|
13.11
|
20.94
|
—
|
||||||||||||||||
Expired
|
(19,047
|
)
|
(9,143
|
)
|
(12,931
|
)
|
56.88
|
48.18
|
33.48
|
|||||||||||||||
Outstanding — end of year
|
2,492,179
|
2,813,280
|
2,263,977
|
11.35
|
14.14
|
18.66
|
||||||||||||||||||
Exercisable at end of year
|
1,701,445
|
1,811,320
|
1,336,694
|
$
|
14.85
|
$
|
17.70
|
$
|
20.70
|
|||||||||||||||
Weighted average fair value of stock options granted during the year:
|
$
|
1.47
|
$
|
2.58
|
$
|
11.28
|
Stock Options
|
Weighted Average
Exercise Price
|
|||||||||||||||||||||||
2017
|
2016
|
2015
|
2017
|
2016
|
2015
|
|||||||||||||||||||
Outstanding — beginning of year
|
100,000
|
105,952
|
115,357
|
$
|
16.41
|
$
|
18.12
|
$
|
20.82
|
|||||||||||||||
Granted
|
273,333
|
—
|
—
|
1.78
|
—
|
—
|
||||||||||||||||||
Exercised
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Expired/Forfeited
|
—
|
(5,952
|
)
|
(9,405
|
)
|
—
|
46.62
|
51.24
|
||||||||||||||||
Outstanding — end of year
|
373,333
|
100,000
|
105,952
|
5.70
|
16.41
|
18.12
|
||||||||||||||||||
Exercisable at end of year
|
373,333
|
100,000
|
105,952
|
$
|
5.70
|
$
|
16.41
|
$
|
18.12
|
|||||||||||||||
Weighted average fair value of stock options granted during the year:
|
$
|
1.54
|
$
|
—
|
$
|
—
|
2017
|
2016
|
2015
|
||||||||||
Risk-free interest rate
|
2.30% - 2.35
|
%
|
—
|
—
|
||||||||
Expected volatility
|
92.00
|
%
|
—
|
—
|
||||||||
Expected lives (years)
|
10
|
—
|
—
|
|||||||||
Expected dividend yield
|
—
|
—
|
—
|
Range of
Exercise Prices
|
Number of Options
|
Weighted Average
Remaining
Contractual Life
(years)
|
Weighted Average
Exercise Price
|
Number of
Options
Exercisable
|
Weighted Average
Contractual Life
|
Weighted Average
Exercise Price
|
||||||||||||||||||||
$
|
1.50 — 1.75
|
829,702
|
9.96
|
$
|
1.75
|
400,000
|
9.96
|
$
|
1.75
|
|||||||||||||||||
$
|
1.76 —11.00
|
720,970
|
7.98
|
4.76
|
469,910
|
7.47
|
5.92
|
|||||||||||||||||||
$
|
11.01 — 15.00
|
776,290
|
7.20
|
13.92
|
667,290
|
7.07
|
13.80
|
|||||||||||||||||||
$
|
15.01 — 195.30
|
538,550
|
5.44
|
27.36
|
537,578
|
5.43
|
27.36
|
|||||||||||||||||||
2,865,512
|
7.86
|
$
|
10.62
|
2,074,778
|
7.29
|
$
|
13.21
|
Years Ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Research and development - employee
|
$
|
549,315
|
$
|
1,822,508
|
$
|
1,590,267
|
||||||
General and administrative - employee
|
1,909,729
|
4,661,795
|
5,568,537
|
|||||||||
Total employee stock-based compensation
|
$
|
2,459,044
|
$
|
6,484,303
|
$
|
7,158,804
|
||||||
Research and development – non-employee
|
$
|
11,600
|
$
|
—
|
$
|
—
|
||||||
General and administrative – non-employee
|
410,400
|
235,764
|
225,852
|
|||||||||
Total non-employee stock-based compensation
|
$
|
422,000
|
$
|
235,764
|
$
|
225,852
|
Warrants
|
Weighted Average
Exercise Price
|
|||||||||||||||||||||||
2017
|
2016
|
2015
|
2017
|
2016
|
2015
|
|||||||||||||||||||
Outstanding — beginning of year
|
5,417,155
|
1,204,245
|
1,224,960
|
$
|
4.08
|
$
|
25.68
|
$
|
25.62
|
|||||||||||||||
Granted
|
584,554
|
5,284,263
|
—
|
6.31
|
3.72
|
—
|
||||||||||||||||||
Exercised
|
(861,581
|
)
|
(9,393
|
)
|
(1,667
|
)
|
3.66
|
4.20
|
15.00
|
|||||||||||||||
Forfeited
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||
Expired
|
(1,159,347
|
)
|
(1,061,960
|
)
|
(19,048
|
)
|
4.92
|
26.88
|
22.92
|
|||||||||||||||
Outstanding — end of year
|
3,980,781
|
5,417,155
|
1,204,245
|
4.26
|
4.08
|
25.68
|
||||||||||||||||||
Exercisable at end of year
|
3,626,613
|
5,031,715
|
1,204,245
|
$
|
4.23
|
$
|
4.02
|
$
|
25.68
|
|||||||||||||||
Weighted average fair value of warrants granted during the year:
|
$
|
1.65
|
$
|
1.56
|
$
|
—
|
Warrants
Outstanding
|
||||||||||||||||||||||||||
Range of
Exercise Prices
|
Number of Shares
|
Weighted Average
Remaining
Contractual Life
(years)
|
Weighted Average
Exercise Price
|
Number of
Warrants
Exercisable
|
Weighted Average
Contractual Life
|
Weighted Average
Exercise Price
|
||||||||||||||||||||
$
|
3.00 — 6.00
|
3,252,137
|
0.60
|
$
|
3.19
|
2,918,803
|
0.62
|
$
|
3.08
|
|||||||||||||||||
$
|
6.01 — 9.00
|
500,000
|
1.07
|
6.60
|
500,000
|
1.07
|
6.60
|
|||||||||||||||||||
$
|
9.01 — 12.00
|
83,335
|
3.11
|
10.44
|
62,501
|
3.11
|
10.44
|
|||||||||||||||||||
$
|
12.01 — 33.60
|
145,309
|
1.19
|
16.65
|
145,309
|
1.19
|
16.65
|
|||||||||||||||||||
3,980,781
|
0.74
|
$
|
4.26
|
3,626,613
|
0.75
|
$
|
4.23
|
December 31,
|
||||||||
2017
|
2016
|
|||||||
Deferred tax assets:
|
||||||||
Net operating loss carryforwards
|
$
|
66,251
|
$
|
126,244
|
||||
Tax credit carryforwards
|
33,899
|
29,970
|
||||||
Equipment, furnishings and other
|
4,909
|
9,297
|
||||||
Total deferred tax assets
|
105,059
|
165,511
|
||||||
Deferred tax liabilities
|
—
|
(301
|
)
|
|||||
Net deferred tax assets
|
105,059
|
165,210
|
||||||
Valuation allowance
|
(105,059
|
)
|
(165,210
|
)
|
||||
$
|
—
|
$
|
—
|
Years ended December 31,
|
||||||||||||
2017
|
2016
|
2015
|
||||||||||
Federal benefit at statutory rate
|
$
|
(11,895
|
)
|
$
|
(17,262
|
)
|
$
|
(19,919
|
)
|
|||
State income taxes, net of Federal taxes
|
(2,073
|
)
|
(3,086
|
)
|
(3,556
|
)
|
||||||
State credits
|
(506
|
)
|
(1,031
|
)
|
(1,324
|
)
|
||||||
Warrant liabilities
|
(465
|
)
|
(1,301
|
)
|
(1,509
|
)
|
||||||
Other permanent differences
|
11
|
40
|
16
|
|||||||||
Provision related to change in valuation allowance
|
(60,358
|
)
|
21,601
|
20,142
|
||||||||
Federal rate adjustment
|
27,314
|
—
|
—
|
|||||||||
NQ Options
|
47
|
—
|
—
|
|||||||||
Current year tax credit
|
(665
|
)
|
(1,119
|
)
|
(2,050
|
)
|
||||||
NOL Adjustments
|
45,521
|
—
|
—
|
|||||||||
Termination/Cancellation of Equity Compensation Awards
|
2,983
|
2,274
|
5,960
|
|||||||||
Return to provision
|
84
|
(118
|
)
|
2,238
|
||||||||
Other, net
|
3
|
3
|
3
|
|||||||||
$
|
1
|
$
|
1
|
$
|
1
|
Quarters Ended
|
||||||||||||||||
March 31
|
June 30
|
September 30
|
December 31
|
|||||||||||||
(In thousands, except per share data)
|
||||||||||||||||
2017
|
||||||||||||||||
Total revenues
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
100
|
||||||||
Net loss
|
$
|
(11,044
|
)
|
$
|
(14,358
|
)
|
$
|
(5,124
|
)
|
$
|
(4,460
|
)
|
||||
Basic and diluted loss per share applicable to common stock
|
$
|
(0.60
|
)
|
$
|
(0.60
|
)
|
$
|
(1.14
|
)
|
$
|
(0.16
|
)
|
||||
2016
|
||||||||||||||||
Total revenues
|
$
|
—
|
$
|
100
|
$
|
—
|
$
|
100
|
||||||||
Net loss
|
$
|
(12,643
|
)
|
$
|
(18,280
|
)
|
$
|
(12,175
|
)
|
$
|
(7,672
|
)
|
||||
Basic and diluted loss per share applicable to common stock
|
$
|
(1.14
|
)
|
$
|
(1.62
|
)
|
$
|
(0.78
|
)
|
$
|
(0.48
|
)
|
Additions
|
||||||||||||||||||||
Description
|
Balance at
Beginning of
Year
|
Charged to
Costs and
Expenses
|
Charged to Other
Accounts
|
Deductions
|
Balance at
End of Year
|
|||||||||||||||
Reserve Deducted in the Balance Sheet from the Asset to Which it Applies:
|
||||||||||||||||||||
Allowance for Deferred Tax Assets
|
||||||||||||||||||||
Year ended December 31, 2017
|
$
|
165,210,000
|
$
|
—
|
$
|
(60,151,000
|
)
|
$
|
—
|
$
|
105,059,000
|
|||||||||
Year ended December 31, 2016
|
$
|
143,609,000
|
$
|
—
|
$
|
21,601,000
|
$
|
—
|
$
|
165,210,000
|
||||||||||
Year ended December 31, 2015
|
$
|
123,466,000
|
$
|
—
|
$
|
20,143,000
|
$
|
—
|
$
|
143,609,000
|
5.1.
|
Salary
. Employee shall be entitled to receive an annual salary of Four Hundred Thousand Dollars ($400,000), payable in accordance with Employer's normal payroll policies and procedures.
|
5.2.
|
Discretionary Bonus
. Employee also may be eligible for a bonus from time to time for his services during the Term. Employee's eligibility to receive a bonus, any determination to award Employee such a bonus and, if awarded, the amount thereof shall be in Employer's sole discretion.
|
5.3.
|
Expense Reimbursement
. Employer shall reimburse Employee for reasonable and necessary business expenses incurred by Employee in connection with the performance of Employee's duties in accordance with Employer's usual practices and policies in effect from time to time.
|
5.4.
|
Vacation
. Employee shall continue to accrue vacation days without loss of compensation in accordance with Employer's usual policies applicable to all employees at a rate of four weeks' vacation time for each 12-month period during the Term.
|
5.5.
|
Employee Benefits
. Employee shall be eligible to participate in any medical insurance and other employee benefits made available by Employer to all of its employees under its group plans and employment policies in effect during the Term.
Schedule 2
hereto sets forth a summary of such plans and policies as currently in effect. Employee acknowledges and agrees that, any such plans or policies now or hereafter in effect may be modified or terminated by Employer at any time in its discretion.
|
5.6.
|
Payroll Taxes
. Employer shall have the right to deduct from the compensation and benefits due to Employee hereunder any and all sums required for social security and withholding taxes and for any other federal, state, or local tax or charge which may be in effect or hereafter enacted or required as a charge on the compensation or benefits of Employee.
|
6.1.
|
Termination by Employer for Cause
. Employer may terminate Employee's employment hereunder for "Cause" upon notice to Employee. "
Cause
" for this purpose shall mean any of the following:
|
If to Employer:
CytRx Corporation
11726 San Vicente Boulevard, Suite 650
Los Angeles, California 90049
Facsimile:
(310) 826-5529
Attention:
Chief Executive Officer
|
If to Employee:
John Caloz
[residential address]
|
"EMPLOYER"
|
|
CytRx Corporation
|
|
By: /s/ S
TEVEN A. KRIEGSMAN
|
|
Steven A. Kriegsman
|
|
Chairman of the Board and Chief Executive Officer
|
|
"EMPLOYEE"
|
|
/s/JOHN Y. CALOZ
|
|
John Y. Caloz
|
|
Dated:
___________________, 20__
|
John Y. Caloz
|
·
|
Accounting and finance departments
|
·
|
Budgeting
|
·
|
Cash management
|
·
|
Accounts payable and aging
|
·
|
Accounts receivable and aging
|
·
|
Posting of recurring accounting entries
|
·
|
Bank reconciliations
|
·
|
Vendor reconciliations
|
·
|
Monthly closings of company books of account
|
·
|
Monthly, quarterly and annual comparisons of actual vs. budgeted results of operations
|
·
|
Assisting in preparation of press releases regarding financial matters
|
·
|
Assisting in capital-raising and other financing transactions
|
·
|
Assisting in in-licensing, business acquisitions and other corporation transactions
|
·
|
Coding of income and expenditures
|
·
|
Payroll
|
·
|
Assisting in establishing and maintaining internal controls and procedures, including financial controls, and complying with the requirements of the Sarbanes-Oxley Act
|
·
|
Primary responsibility for audits of the company's financial statements and accounting-related disclosure in the company's SEC filings
|
|
|
Date: March 16, 2018
|
By:
|
/s/ STEVEN A. KRIEGSMAN | |
Steven A. Kriegsman | |||
Title: Chairman and Chief Executive Officer | |||
Date: March 16, 2018
|
By:
|
/s/ JOHN Y. CALOZ | |
John Y. Caloz | |||
Title: Chief Financial Officer | |||
Date: March 16, 2018
|
By:
|
/s/ STEVEN A. KRIEGSMAN | |
Steven A. Kriegsman | |||
Title: Chief Financial Officer | |||
Date: March 16, 2018
|
By:
|
/s/ JOHN Y. CALOZ | |
John Y. Caloz | |||
Title: Chief Financial Officer | |||