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): September 3, 2020
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
Former name or former address, if changed since last report: None
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | CYTR | OTC Markets |
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 5.07 Submission of Matters to a Vote of Security Holders
Annual Meeting of Stockholders
| (a) | On Thursday, September 3, 2020, CytRx Corporation (“CytRx” or the “Company) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 28,418,072 shares, or approximately 77.9% of all outstanding shares of common stock, were present either in person or by proxy. | |
| (b) | At the Annual Meeting, CytRx stockholders voted on the matters set forth below, with the final vote results presented below. |
Proposal 1 – All nominees for election to the CytRx Board of Directors (the “Board”) as Class I and Class II directors were elected. The Class I director was elected for a two-year term to expire at the Annual Meeting of Stockholders to be held in 2022, and the Class II director was elected for a three-year term to expire at the Annual Meeting of Stockholders to be held in 2023. The voting:
| Name of Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Dr. Louis Ignarro (Class I) | 11,393,533 | 4,806,588 | 12,217,951 | |||||||||
| 70.3 | % | 29.7 | % | |||||||||
| Steven A. Kriegsman (Class II) | 10,785,928 | 5,414,193 | 12,217,951 | |||||||||
| 66.6 | % | 33.4 | % | |||||||||
Proposal 2 – Shareholders approved the Board’s proposal to ratify the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, based upon the following votes:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 23,136,220 | 3,785,918 | 1,495,934 | 0 | |||||||||||
| 81.4 | % | 13.3 | % | 5.3 | % | |||||||||
Item 7.01 Regulation FD Disclosure.
On September 3, 2020, the Company issued a press release relating to the results of the Annual Meeting and other matters. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
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Item 9.01 Financial Statement and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description | |
| 99.1 | Press release of CytRx Corporation, dated September 3, 2020 |
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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: September 3, 2020 | /s/ John Y. Caloz |
| John Y. Caloz | |
| Chief Financial Officer |
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Exhibit 99.1
CytRx Announces Voting Results from 2020 Annual Meeting and Issues New Investor Presentation
Highlights That Stockholders Have Voted to Re-Elect Steven A. Kriegsman and Dr. Louis Ignarro to the Board
Releases New Presentation Summarizing the Company’s Strategic Priorities and Path to Delivering Long-Term Value for Stockholders
September 3, 2020
CytRx Corporation (OTCQB: CYTR) (“CytRx” or the “Company”), a specialized biopharmaceutical company focused on research and development for the oncology and neurodegenerative disease categories, today announced voting results from the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) that was held earlier today. Stockholders voted to re-elect Steven A. Kriegsman, CytRx’s Chairman and Chief Executive Officer, and Dr. Louis Ignarro, CytRx’s Lead Director, to the Board of Directors (the “Board”).
In conjunction with the Annual Meeting, CytRx issued a new presentation summarizing its strategic priorities and outlining the Company’s path to long-term value for stockholders. The presentation can be downloaded and viewed at www.cytrx.com/investor-relations/presentations.
Mr. Kriegsman commented:
“We appreciate our stockholders’ thoughtful engagement in recent months. The results of this year’s Annual Meeting ensure that the Board and management team will maintain the continuity they need to continue executing on CytRx’s value-enhancing strategy. Looking ahead to 2021, we believe there is significant momentum for CytRx to build on now that we have shifted from capital-intensive research and development efforts to cost-effective stewardship of our high-potential assets and licensing agreements. We remain optimistic about the potential for meaningful near-term milestone payments stemming from our agreement with Orphazyme A/S. These potential cash flows can support our efforts to keep our balance sheet strong and secure an ideal partner to help bring Centurion Biopharma’s novel cancer treatments to the clinical testing phase.”
Dr. Ignarro added:
“The past year has solidified the foundation for CytRx to ultimately deliver breakthrough treatments to patients in need and enduring value for our stockholders. By adding new perspectives to the Board and remaining committed to our disciplined strategy over the next year, we believe that CytRx will be able to build on that momentum. Although the time horizon for realizing material commercial success can be lengthy in our industry, the Board is confident that CytRx is now on a viable path to delivering the long-term results that stockholders deserve.”
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About CytRx Corporation
CytRx Corporation (OTCQB: CYTR) is a biopharmaceutical company with expertise in discovering and developing new therapeutics principally to treat patients with cancer and neurodegenerative diseases. CytRx’s most recent advanced drug conjugate, aldoxorubicin, is an improved version of the widely used anti-cancer drug doxorubicin and has been out-licensed to ImmunityBio, Inc. In addition, CytRx’s drug candidate, arimoclomol, was sold to Orphazyme A/S (Nasdaq Copenhagen exchange: ORPHA.CO) in exchange for milestone payments and royalties. Orphazyme is developing arimoclomol in four indications including amyotrophic lateral sclerosis (“ALS”), Niemann-Pick disease Type C (“NPC”), Gaucher disease and sporadic Inclusion Body Myositis (“sIBM”). Learn more at www.cytrx.com.
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Forward-Looking Statements
This press release contains forward-looking statements, including statements relating to the Company’s receipt of future milestone and royalty payments from Orphazyme and ImmunityBio, the development and prospects for Centurion Biopharma’s cancer treatments, and the achievement of long-term value for the Company’s stockholders. 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 the ability of Orphazyme to obtain regulatory approval for, manufacture and commercialize its products and therapies that use arimoclomol; the results of future clinical trials involving arimoclomol; the amount, if any, of future milestone and royalty payments that we may receive from Orphazyme; the ability of ImmunityBio to obtain regulatory approval for its products that use aldoxorubicin; the ability of ImmunityBio 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 ImmunityBio; and other risks and uncertainties described in the most recent annual and quarterly reports filed by the Company with the SEC and current reports filed since the date of the Company’s most recent annual report. All forward-looking statements are based upon information available to the Company on the date the statements are first published. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts
For Investors:
Saratoga Proxy Consulting
Ann Marie Mellone / Joe Mills, 212-257-1311
amellone@saratogaproxy.com / jmills@saratogaproxy.com
For Media:
Profile
Greg Marose / Charlotte Kiaie, 347-343-2999
gmarose@profileadvisors.com / ckiaie@profileadvisors.com
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