Current Report Filing (8-k)
16 März 2022 - 11:10AM
Edgar (US Regulatory)
0000799698
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0000799698
2022-03-15
2022-03-15
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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): March 15, 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
3.03. Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
March 15, 2022, CytRx Corporation (the “Company”) held a special meeting of stockholders (the “Special Meeting”),
which was originally opened and subsequently adjourned on September 23, 2021, at which meeting the Company’s stockholders, by an
affirmative vote of the majority of the Company’s outstanding shares of capital stock, approved the amendment to the Company’s
Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect an increase in the number of shares
of authorized common stock, par value $0.001 per share, from 41,666,666 shares to 62,393,940 shares, and to make a corresponding change
to the number of authorized shares of capital stock in order to comply with the Company’s contractual obligations under a securities
purchase agreement entered into on July 13, 2021 (the “Authorized Share Increase Amendment”). The number of shares of authorized
preferred stock of the Company remains unchanged.
On
March 15, 2022, the Company filed a Certificate of Amendment to Restated Certificate of Incorporation (the “Certificate of Amendment”)
with the Secretary of State of Delaware to effect the Authorized Share Increase Amendment.
For
more information about the Authorized Share Increase Amendment, see the Company’s definitive proxy statement, filed with the U.S.
Securities and Exchange Commission on January 31, 2022 (as supplemented from time to time, the “Proxy Statement”), the relevant
portions of which are incorporated herein by reference. 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.
Item
5.07. Submission of Matters to a Vote of Security Holders.
At
the Special Meeting, the proposals described below
were submitted to a vote of the Company’s stockholders:
Proposal
1 – A proposal to approve an amendment to the Company’s Certificate of Incorporation to increase the number of shares
of its authorized common stock, par value $0.001 per share, from 41,666,666 shares to 62,393,940 shares, and to make a corresponding
change to the number of authorized shares of capital stock, in order to comply with the Company’s contractual obligations under
a securities purchase agreement entered into on July 13, 2021.
The
Company’s stockholders approved Proposal 1, with the following voting results:
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 20,593,552 | | |
| 7,596,582 | | |
| 91,253 | | |
| 0 | |
Proposal
2 – A proposal to approve an adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies in the event there are not sufficient votes in favor of Proposal 1.
The
Company’s stockholders approved Proposal 2, with the following voting results:
For | | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
| 20,413,950 | | |
| 7,311,582 | | |
| 555,855 | | |
| 0 | |
For
more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
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.
|
CYTRX
CORPORATION |
|
|
Date:
March 16, 2022 |
/s/
John Y. Caloz |
|
John
Y. Caloz |
|
Chief
Financial Officer |
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