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 19, 2022
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(g) 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 Series B Junior Participating Preferred Stock Purchase Rights | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 19, 2022, CytRx Corporation (the “Company”) filed a Certificate of Amendment to Restated Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “CytRx Corporation” to “LadRx Corporation”, effective as of September 26, 2022 (the “Name Change”).
The Name Change does not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets under the ticker symbol “CYTR” until a change in the ticker symbol is effected. There will be no change to the Company’s CUSIP in connection with the Name Change. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
Pursuant to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve or effect the Certificate of Amendment. The information set forth herein is qualified in its entirety by reference to the complete text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 23, 2022, the Company issued a press release announcing the Name Change. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Restated Certificate of Incorporation of the Company, as filed on September 19, 2022, with the Secretary of State of the State of Delaware | |
| 99.1 | Press Release dated September 23, 2022 (furnished pursuant to Item 7.01) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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 23, 2022 | /s/ John Y. Caloz |
| John Y. Caloz | |
| Chief Financial Officer |
Exhibit 3.1
Certificate
of Amendment
of
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 that:
| 1. | The original Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on February 28, 1985. |
| 2. | The Restated Certificate of Incorporation of this Corporation was filed with the Secretary of State of Delaware on November 15, 2007 (the “Certificate of Incorporation”). |
| 3. | The Certificate of Incorporation was further amended by Certificates of Amendment of Restated Certificate of Incorporation of CytRx Corporation, filed with the Secretary of State of Delaware on July 2, 2008, July 8, 2011, May 15, 2012, October 31, 2017, and March 16, 2022. |
| 4. | Resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Certificate of Incorporation. |
| 5. | Article 1 of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows: |
“FIRST. The name of the corporation (hereinafter called the “corporation”) is LadRx Corporation.”
| 6. | The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |
| 7. | The effective date of this Certificate of Amendment to the Certificate of Incorporation shall be September 26, 2022. |
[Signature page follows.]
[SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT]
IN WITNESS WHEREOF, CytRx Corporation has caused this Certificate to be duly executed by the undersigned duly authorized officer as of this 19th day of September, 2022.
| CytRx Corporation | ||
| By: | /s/ John Y. Caloz | |
| Name: | John Y. Caloz | |
| Title: | Chief Financial Officer and Senior Vice President | |
Exhibit 99.1
CytRx Corporation Relaunches as LadRx Corporation
The New LadRx Corporation Name Will Be Effective on September 26, 2022 and Will Continue to Trade Under the Ticker CYTR until the new symbol has been approved by FINRA
LOS ANGELES—(BUSINESS WIRE)—CytRx Corporation (OTCQB: CYTR) (“CytRx” or the “Company”), a biopharmaceutical innovator focused on research and development of life-saving cancer therapeutics, announces that it is relaunching as LadRx Corporation.
Chief Executive Officer Stephen Snowdy, PhD commented, “Since January of 2022, the Company has taken several steps towards change and renewal. We started by bringing in new board member Dr. Jennifer Simpson in 2021, and bringing new leadership into the CEO position early in 2022. We then consolidated the structure of the Company by merging the subsidiary Centurion into CytRx, and saw additional changes to the board of directors with the departure of two incumbent board members, and the onboarding of new director, Mr. Cary Claiborne. We are now pleased to announce the relaunch of the Company under the name LadRx Corporation. On September 26, 2022, the Company’s website will be www.ladrxcorp.com. This name reflects our unique product platform that has given rise to one clinical drug, Aldoxorubicin, and four pre-clinical therapeutics targeted against cancer, LADRs 7, 8, 9, and 10.”
The Company notes that LADR stands for Linker Activated Drug Release. LADR is a small organic backbone that can be attached to chemotherapeutics. The LADR system then acts as a trojan, first by attaching to circulating albumin to gain access to the tumors that accumulate albumin, then by delivering and releasing the chemotherapeutic within the tumor environment. The Company anticipates that this targeting and delivery method will result in higher dosing of the chemotherapeutic with lower toxicity, and without the complexity and narrow targeting of antibodies.
The first-gen LADR-based drug, Aldoxorubicin, is currently in a registrational Phase II clinical trial for pancreatic cancer, and has been licensed to Immunity Bio, Inc. for approximately $330 million in potential development and sales milestones and royalties. LADR7, the first of the Company’s next-gen LADR-based drugs, is built on the very potent chemotoxin Auristatin-E, and has undergone substantial IND-enabling testing. Published data on LADR7 has shown it to be a highly effective anti-cancer agent in pre-clinical animal studies in non-small cell lung, melanoma, and ovarian cancers. LADR7 is expected to complete pre-IND studies 12-18 months after being funded and initiated.
Dr. Snowdy continued, “We are optimistic in LADR’s ability to give rise to new cancer therapies. Our corporate actions to date this year provide us with the infrastructure needed to move these therapies forward and we have been working diligently to lay the groundwork needed for completing LADR7’s final IND-enabling activities. We have also been exploring potential pathways to funding LADR’s development, despite the very challenging market environment, and will continue to do so.”
Forward-Looking Statements
This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead represent only CytRx’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of CytRx’s control. 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; and other risks and uncertainties described in the most recent annual and quarterly reports filed by the CytRx with the SEC, including disclosures under the heading “Risk Factors”, and current reports filed since the date of the CytRx’s most recent annual report. All forward-looking statements are based upon information available to the CytRx on the date the statements are first published. The CytRx undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
About CytRx
CytRx Corporation (OTCQB: CYTR) is a biopharmaceutical company with expertise in discovering and developing new therapeutics principally to treat patients with cancer. 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 in exchange for milestone payments and royalties. Orphazyme is developing arimoclomol in two indications, including Niemann-Pick disease Type C (NPC), and Gaucher disease. CytRx Corporation’s website effective September 26, 2022 is www.ladrxcorp.com.
Contact
Longacre Square Partners
Greg Marose / Bela Kirpalani
cytrx@longacresquare.com