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): March 8, 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
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:
☐ | 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2022, Louis Ignarro, Ph.D. tendered his resignation from the board of directors (the “Board”), and all Board committees, of Cytrx Corporation (the “Company”) effective immediately prior to the Company’s 2022 Annual Meeting of stockholders. Dr. Ignarro’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On March 8, 2022, Steven Kriegsman tendered his resignation from the Board and all Board committees, effective immediately. Mr. Kriegsman’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 8.01 Other Events.
On March 9, 2022, the Company issued a press release announcing the consolidation by merger of its wholly-owned subsidiary Centurion BioPharma Corporation, as well as the retirement of Dr. Ignarro and Mr. Kriegsman. A copy of the press release is furnished hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
99.1 | Press Release, dated March 9, 2022. | |
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: March 10, 2022 | /s/ John Y. Caloz |
John Y. Caloz | |
Chief Financial Officer |