Current Report Filing (8-k)
September 09 2021 - 6:11AM
Edgar (US Regulatory)
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0000799698
2021-09-02
2021-09-02
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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 2, 2021
CYTRX
CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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000-15327
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58-1642740
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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11726
San Vicente Boulevard, Suite 650
Los
Angeles, California 90049
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (310) 826-5648
None
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, par value
$0.001 per share
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CYTR
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OTC Market
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Series B Junior Participating
Preferred Stock Purchase Rights
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OTC Market
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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
1.01 Entry into a Material Definitive Agreement.
On
September 2, 2021, CytRx Corporation (the “Company”) entered into an Amendment No. 1 (the “Amendment”) with Jerald
A. Hammann (“Stockholder”), which amends that certain Cooperation Agreement, effective August 21, 2020, by and between
the Company and the Stockholder and his affiliates.
Pursuant
to the Amendment, the Company has agreed, among other things, to (i) accept the retirement of one director from the Company’s board
of directors (the “Board”), effective at or before the Company’s 2022 Annual Meeting of Stockholders, (ii) fill the
vacancy resulting from such retirement by appointing an independent director to the Board to serve in the same class as that in which
the retired director served and (iii) take all necessary actions to seek the approval of the Company’s stockholders to declassify
the structure of the Board on a rolling basis such that all directors standing for election at and subsequent to the 2026
Annual Meeting of Stockholders shall stand for election to one-year terms.
The
Stockholder has agreed to dispose of any of the Company’s securities that entitle him to vote in the election of directors by September
3, 2022. He has also agreed, among other things, to voluntarily dismiss with prejudice his lawsuit filed in the Court of Chancery of
the State of Delaware and styled Jerald Hammann v. CytRx Corporation, et al., C.A. No. 2021-0676-PAF (the “Stockholder Litigation”)
in its entirety. As of the date of the Amendment, the Stockholder agreed to a general release of claims with respect to the Company and
its affiliates and representatives, and the Company agreed to a general release of claims with respect to the Stockholder. In settlement
of the Stockholder Litigation and in exchange for the general release of the Company by the Stockholder, the Company agreed to pay a
minimal amount to the Stockholder, which is to be paid within five business days following the date on which the Stockholder Litigation
has been dismissed.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
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CYTRX
CORPORATION
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Date:
September 9, 2021
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/s/
John Y. Caloz
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John
Y. Caloz
Chief
Financial Officer
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