Additional Proxy Soliciting Materials (definitive) (defa14a)
August 24 2020 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No.__)
Filed
by the Registrant [X]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
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[ ]
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Preliminary
Proxy Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[ ]
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Definitive
Proxy Statement
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[X]
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Definitive
Additional Materials
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[ ]
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Soliciting Material Pursuant to §240.14a-12
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CytRx
Corporation
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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[ ]
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Fee
paid previously with preliminary materials.
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[ ]
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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CytRx
Corporation
11726 San Vicente Boulevard, Suite 650
Los Angeles, California 90049
Supplement
No. 1 to
PROXY
STATEMENT
Dated
August 10, 2020
This
Supplement No. 1 to the Proxy Statement of CytRx Corporation (the “Company”), filed on Schedule 14A with the Securities
and Exchange Commission on August 10, 2020 (the “Proxy Statement”) in connection with the Company’s 2020 Annual
Meeting of Stockholders (the “Annual Meeting”), is being filed for the purpose of reporting the number of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), outstanding as of the close of business on August 21,
2020 (the “Record Date”) and updating certain information in the table under the heading “Security Ownership
of Certain Beneficial Owners and Management”.
As
of the close of business on the Record Date, there were 36,480,038 shares of Common Stock issued and outstanding, which are entitled
to be voted at the Annual Meeting. As a result, the updated beneficial ownership information for all Common Stock in the table
under the heading “Security Ownership of Certain Beneficial Owners and Management” as of the Record Date, are as follows:
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Shares of Common Stock
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Name of Beneficial Owner
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Number
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Percent
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Named Executive Officers and Directors
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Louis Ignarro, Ph.D.
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599,594
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(1)
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1.6
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%
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Steven A. Kriegsman
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3,673,825
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(2)
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10.1
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%
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Earl W. Brien, M.D.
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590,247
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(3)
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1.6
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%
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Joel Caldwell
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335,373
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(4)
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0.9
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%
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John Y. Caloz
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595,136
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(5)
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1.6
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%
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All executive officers and directors as a group (five persons)
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5,794,176
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(6)
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15.9
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%
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Name and Address of 5% Beneficial Owners
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ImmunityBio, Inc.
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1,969,697
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5.4
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%
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9920 Jefferson Blvd.
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Culver City, CA 90232
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(1)
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Includes
169,048 shares subject to options or warrants.
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(2)
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Includes
963,292 shares subject to options or warrants.
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(3)
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Includes
430,000 shares subject to options or warrants.
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(4)
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Includes
60,000 shares subject to options or warrants.
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(5)
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Includes
594,379 shares subject to options or warrants.
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(6)
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Includes
2,216,718 shares subject to options or warrants.
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Except
as specifically revised by the information contained herein, this Supplement No. 1 does not modify, amend or otherwise affect
any of the other information set forth in the Proxy Statement. This Supplement No. 1 should be read together with the Proxy Statement,
and, from and after the date of this Supplement No. 1, any reference to the “Proxy Statement” shall be deemed to include
the Proxy Statement as supplemented hereby.
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