Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-258453
PROSPECTUS
CytRx
Corporation
20,727,274
Shares of Common Stock
This
prospectus relates to the resale by the selling stockholder named in this prospectus from time to time of up to 20,727,274 shares of
our common stock, par value $0.001 per share. These 20,727,274 shares of common stock consist of:
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up
to an aggregate of 9,363,637 shares of common stock issuable upon the conversion of 8,240 shares of Series C 10.00% Convertible Preferred
Stock (the “Series C Preferred Stock”) that were issued in a private placement (the “July 2021 Private Placement”)
pursuant to that certain securities purchase agreement, dated as of July 13, 2021, by and among us and the purchaser named therein
(the “Securities Purchase Agreement”); and |
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up
to an aggregate of 11,363,637 shares of common stock issuable upon the exercise of preferred investment options (the “Preferred
Investment Options”) that were issued pursuant to the Securities Purchase Agreement entered into in connection with the July
2021 Private Placement. |
The
shares of Series C Preferred Stock and the Preferred Investment Options were issued in reliance upon the exemption from the registration
requirements in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The purchaser represented that it was
an “accredited investor” (as defined by Rule 501 under the Securities Act). We are registering the offer and resale of the
shares of common stock issuable upon the conversion and exercise of the Series C Preferred Stock and the Preferred Investment Options,
respectively (collectively, the “Registrable Securities”), to satisfy a provision in that certain registration rights agreement,
dated July 13, 2021 (the “Registration Rights Agreement”), pursuant to which we agreed to register the resale of the Registrable
Securities.
On
March 15, 2022, at a reconvened special meeting of stockholders that had been adjourned on September 23, 2021, stockholders of the Company
voted to approve an amendment to our restated certificate
of incorporation, as amended (the “Certificate of Incorporation”) to increase the number of shares of our authorized common
stock above 41,666,666 shares, to 62,393,940 shares, and to make a corresponding change to the number of authorized shares of
capital stock (the “Authorized Share Increase”), thereby authorizing sufficient shares of common stock to issue the shares
of common stock being registered hereunder. The selling stockholder named in this prospectus, or its donees, pledgees, transferees
or other successors-in-interest, may resell the shares of common stock covered by this prospectus through public or private transactions
at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information
on the possible methods of sale that may be used by the selling stockholder, you should refer to the section of this prospectus entitled
“Plan of Distribution.”
We
will not receive any of the proceeds from the sale of common stock by the selling stockholder. However, we will receive proceeds from
the exercise of the Preferred Investment Options if the Preferred Investment Options are exercised for cash. We intend to use those proceeds,
if any, for working capital purposes.
Any
shares of common stock subject to resale hereunder will have been issued by us and acquired by the selling stockholder prior to any resale
of such shares pursuant to this prospectus.
No
underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs, expenses
and fees in connection with the registration of the common stock. The selling stockholder will bear all commissions and discounts, if
any, attributable to its respective sales of our common stock.
Our
common stock is quoted on The OTC Markets under the symbol “CYTR.” On March 22, 2022, the last reported sales price
for our common stock was $0.45 per share.
Investment
in our common stock involves risk. See “Risk Factors” contained in this prospectus, in our periodic reports filed from time
to time with the Securities and Exchange Commission, which are incorporated by reference in this prospectus and in any applicable prospectus
supplement. You should carefully read this prospectus and the accompanying prospectus supplement, together with the documents we incorporate
by reference, before you invest in our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is March 25, 2022.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of the registration statement that we filed with the Securities and Exchange Commission pursuant to which the selling
stockholder named herein may offer and sell or otherwise dispose of the Registrable Securities covered by this prospectus. As permitted by the rules
and regulations of the Securities and Exchange Commission, the registration statement filed by us includes additional information not
contained in this prospectus.
This
prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being
offered and other information you should know before investing in our securities. You should not assume that the information contained
in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to
read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making
your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.
You
should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We
have not, and the selling stockholder has not, authorized anyone to give any information or to make any representation to you other than
as contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information, you
should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless
otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general
expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry
and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly
available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be
reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to
a variety of factors, including those described in “Risk Factors” beginning on page 9 of this prospectus. These and other
factors could cause our future performance to differ materially from our assumptions and estimates.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere or incorporated by reference in this prospectus and does not contain all of the information
you should consider before investing in our securities. You should carefully read this entire prospectus, the information incorporated
by reference and the registration statement of which this prospectus is a part in their entirety before investing in our securities,
including the information discussed under “Risk Factors” in this prospectus and the documents incorporated by reference and
our financial statements and related notes that are incorporated by reference in this prospectus. In this prospectus, unless otherwise
stated or the context indicates otherwise requires, references to “CytRx”, “Company”, “we”, “us”,
“our” or similar references mean CytRx Corporation and its subsidiaries on a consolidated basis. References to “CytRx
Corporation” refer to CytRx Corporation on an unconsolidated basis. References to “Centurion” refer to Centurion BioPharma
Corporation, CytRx Corporation’s wholly-owned subsidiary, through which we conducted our laboratory operations in Freiburg, Germany
until the end of January 2019.
Overview
We
are a biopharmaceutical research and development company specializing in oncology. The Company’s focus has been on the discovery,
research and clinical development of novel anti-cancer drug candidates that employ novel linker technologies to enhance the accumulation
and release of cytotoxic anti-cancer agents at the tumor. During 2017, CytRx’s discovery laboratory, located in Freiburg, Germany,
synthesized and tested over 75 rationally designed drug conjugates with highly potent payloads, culminating in the creation of two distinct
classes of compounds. Four lead candidates (LADR-7 through LADR-10) were selected based on in vitro and animal studies, in several
different cancer models, stability, and manufacturing feasibility. In addition, a novel albumin companion diagnostic, ACDx™, was
developed to identify patients with cancer who are most likely to benefit from treatment with these drug candidates.
On
June 1, 2018, CytRx launched Centurion BioPharma Corporation (“Centurion”), a private subsidiary, and transferred all of
its assets, liabilities and personnel associated with the laboratory operations in Freiburg, Germany. In connection with said transfer,
the Company and Centurion entered into a Management Services Agreement whereby the Company agreed to render advisory, consulting, financial
and administrative services to Centurion, for which Centurion shall reimburse the Company for the cost of such services plus a 5% service
charge. The Management Services Agreement may be terminated by either party at any time. Centurion is focused on the development of personalized
medicine for solid tumor treatment. On December 21, 2018, CytRx announced that Centurion had concluded the pre-clinical phase of development
for its four LADR™ drug candidates, and for its albumin companion diagnostic (ACDx™). As a result of completing this work,
operations taking place at the pre-clinical laboratory in Freiburg, Germany would no longer be needed and, accordingly, the lab was closed
at the end of January 2019.
LADR
Drug Discovery Platform and Centurion
Centurion’s
LADR™ (Linker Activated Drug Release) is a platform for formulating cytotoxic cancer drugs that offer improved efficacy with reduced
side effects. LADR combines our expertise in linker chemistry and albumin biology to create a pipeline of anti-cancer molecules that
deliver prodrugs to the tumor environment and then activate the drug inside the tumor. Such a trojan horse strategy reduces off-target
side effects outside the tumor, thus allowing 10-1,000 fold higher dosing to be given.
The
first-generation (“gen”) product candidate employing our tumor targeting and drug release system is aldoxorubicin, described
below. Our next-gen products are composed of two classes of ultra-high potency albumin-binding drug conjugates, termed LADR 7 through
LADR 10. These drug conjugates combine the proprietary LADR™ linkers with novel derivatives of the auristatin and maytansinoid
drug classes. These payloads historically have required a targeting antibody for successful administration to humans. Our drug conjugates
eliminate the need for a targeting antibody and provide a small molecule therapeutic option with potential broader applicability.
Centurion’s
postulated mechanism of action for the albumin-binding drug conjugates is as follows:
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after
administration, the linker portion of the drug conjugate forms a rapid and specific covalent bond to the cysteine-34 position of
circulating albumin; |
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circulating
albumin preferentially accumulates at the tumors, bypassing concentration in other non-tumor sites, including the heart, liver and
gastrointestinal tract due to a mechanism called “Enhanced Permeability and Retention”; |
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once
localized at the tumor, the acid-sensitive linker is cleaved due to the specific conditions within the tumor and in the tumor microenvironment;
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free
active drug is then released into the tumor. |
Centurion’s
novel companion diagnostic, ACDx™ (albumin companion diagnostic), was developed to identify patients with cancer who are most likely
to benefit from treatment with the four LADR lead assets.
On March 9, 2022, Centurion was merged into the Company.
Business
Strategy for LADR™ Platform
Currently,
the Company continues to work on identifying partnership or financing opportunities for LADR™ ultra-high potency drug conjugates
and their albumin companion diagnostic. We have concluded all research and development on LADR and its companion diagnostic and continue
to focus on identifying partnership or financing opportunities.
Aldoxorubicin
Until
July 2017, we were concentrating on the research and clinical development of aldoxorubicin, which is the widely-used cytotoxin doxorubicin,
modified with our LADR delivery and concentraction system. Modifying doxorubicin with our LADR™ system allows for delivery of higher
amounts of doxorubicin (3½ to 4 times) without several of the major dose-limiting toxicities seen with administration of doxorubicin
alone.
On
July 27, 2017, we entered into an exclusive worldwide license with ImmunityBio, Inc. (formerly known as NantCell, Inc. (“ImmunityBio”)),
granting to ImmunityBio the exclusive rights to develop, manufacture and commercialize aldoxorubicin in all indications. As a result,
the Company is no longer working on development of aldoxorubicin (ImmunityBio merged with NantKwest, Inc. in March 2021). As part of
the license, ImmunityBio made a strategic investment of $13 million in CytRx common stock at $6.60 per share, a premium of 92% to the
market price on that date. We also issued ImmunityBio a warrant to purchase up to 500,000 shares of common stock at $6.60, which expired
on January 26, 2019. We are entitled to receive up to an aggregate of $343 million in potential milestone payments contingent upon achievement
of certain regulatory approvals and commercial milestones. We are also entitled to receive ascending double-digit royalties for net sales
for soft tissue sarcomas and mid to high single digit royalties for other indications. There can be no assurance that ImmunityBio will
achieve such milestones, approvals or sales with respect to aldoxorubicin. ImmunityBio has initiated a Phase 2, randomized, three-cohort,
open-label registrational-intent study for first-line and second-line treatment of locally advanced or metastatic pancreatic cancer,
which includes aldoxorubicin. On October 13, 2021, ImmunityBio announced that the trial’s Cohort C was fully enrolled. In January
2022 at the ASCO Gastrointestinal Cancer Symposium, they reported that 27% of third-line or greater patients (17/63) remain on study
and that the median overall survival in this highly advanced group of patients (who failed two to six prior lines of treatment) is 5.8
months (95% CI: 3.9, 6.9 months) exceeding the approximately three-month historical median overall survival. Of the 63 patients, 30 (48%)
had progressed after two prior lines of therapy. Median overall survival in this group was 6.3 months (95% CI: 5.0, 9.8 months), more
than doubling the historical overall survival. (Survival of three months as reported by Manax et al ASCO GI 2019). In Cohort C, four
patients (7%) experienced treatment-related SAEs that included peripheral edema, pyrexia, anemia and atrial flutter. No treatment-related
deaths were reported. Based on the strength of earlier data and the significant unmet medical need, ImmunityBio submitted an amendment
to the U.S. Food and Drug Administration (the “FDA”) to increase enrollment in Cohort C and plan to meet with the FDA in
2022 to discuss a potential path for the approval of combination therapies for pancreatic cancer.
Aldoxorubicin
is a conjugate of the commonly prescribed cytotoxin agent doxorubicin that binds to circulating albumin in the bloodstream and is believed
to concentrate the drug at the site of the tumor. Aldoxorubicin, has been tested in over 600 patients with various types of cancer. Specifically,
it is comprised of (6-maleimidocaproyl) hydrazine, an acid-sensitive molecule that is conjugated to doxorubicin. The initial indication
for aldoxorubicin was for patients with advanced soft tissue sarcomas (STS).
Aldoxorubicin
has received Orphan Drug Designation (ODD) by the U.S. FDA for the treatment of STS. ODD provides several benefits, including seven years
of market exclusivity after approval, certain R&D related tax credits, and protocol assistance by the FDA. European regulators granted
aldoxorubicin Orphan designation for STS, which confers ten years of market exclusivity, among other benefits.
ImmunityBio
also lists ongoing clinical studies in head and neck and triple-negative breast cancer and has submitted a protocol with the FDA for
glioblastoma; it is currently reviewing its options in STS.
Molecular
Chaperone Assets (Orphayzme)
In
2011, CytRx sold the rights to arimoclomol and iroxanadine, based on molecular chaperone regulation technology, to Orphazyme A/S (formerly
Orphazyme ApS) in exchange for a one-time, upfront payment and the right to receive up to a total of $120 million in milestone payments
upon the achievement of certain pre-specified regulatory and business milestones, as well as royalty payments based on a specified percentage
of any net sales of products derived from arimoclomol. As a result of Orphazyme’s disclosure that the pivotal phase 3 clinical
trial for arimoclomol in Amyotrophic Lateral Sclerosis did not meet its primary and secondary endpoints, the maximum amount that CytRx
has the right to receive is now approximately $100 million. Orphazyme is testing arimoclomol in Niemann-Pick disease Type C (“NPC”)
and Gaucher disease. Orphazyme has highlighted positive Phase 2/3 clinical trial data in patients with NPC and previously submitted a
New Drug Application (“NDA”) with the FDA. On June 18, 2021, Orphazyme announced it had received a Complete Response Letter
from the FDA indicating the need for additional data. In late October 2021, Orphazyme announced it held a Type A meeting with the FDA,
at which the FDA recommended that Orphazyme submit additional data, information and analyses to address certain topics in the Complete
Response Letter and engage in further interactions with the FDA to identify a pathway to resubmission. The FDA concurred with Orphazyme’s
proposal to remove the cognition domain from the NPC Clinical Severity Scale (“NPCCSS”) endpoint, with the result that the
primary endpoint is permitted to be recalculated using the 4- domain NPCCSS, subject to the submission of additional requested information
which Orphazyme has publicly indicated that it intends to provide. To bolster the confirmatory
evidence already submitted, the FDA affirmed that it would require additional in vivo or pharmacodynamic (PD)/pharmacokinetic (PK) data.
Orphazyme is planning to request a Type C Meeting with the FDA in the second quarter of 2022. Subject
to discussions with the regulatory body, Orphazyme has publicly indicated that it plans to resubmit the NDA for arimoclomol in the second
half of 2022.
Orphazyme
had also submitted a Marketing Authorization Application (“MAA”) with the European Medicines Agency (the “EMA”).
In February 2022, Orphazyme announced that although they had received positive feedback from the Committee
for Medicinal Products for Human Use (“CHMP”) of the EMA, they were notified by the CHMP of a negative trend vote
on the MAA for arimoclomol for NPC following an oral explanation. The trend vote indicates that the CHMP’s current orientation
is to not approve arimoclomol when it convenes by the end of March 2022. Orphazyme has publicly
indicated that it considers it unlikely that this position will change before the formal vote is undertaken in March 2022. Orphazyme
has publicly indicated that it will assess its strategic options and provide an update to the market at the applicable time.
Innovive
Acquisition Agreement
On
September 19, 2008, we completed our merger acquisition of Innovive Pharmaceuticals, Inc., or Innovive, and its clinical-stage cancer
product candidates, including aldoxorubicin and tamibarotene. Under the merger agreement by which we acquired Innovive, we agreed to
pay the former Innovive stockholders up to approximately $18.3 million of future earnout merger consideration, subject to our achievement
of specified net sales under the Innovive license agreements. The earnout merger consideration, if any, will be payable in shares of
our common stock, subject to specified conditions, or, at our election, in cash or by a combination of shares of our common stock and
cash. Our common stock will be valued for purposes of any future earnout merger consideration based upon the trading price of our common
stock at the time the earnout merger consideration is paid. The earnout will be accrued if and when earned. As of December 31, 2021 and
2020, no amounts were due under this agreement.
Research
and Development
Expenditures
for research and development activities related to continuing operations were $0 for the year ended December 31, 2021 and $0.8 million
for the year ended December 31, 2020, or approximately 0% and 12%, respectively, of our total expenses. For further information regarding
our research and development activities, see “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 which is incorporated herein
by reference.
Commercialization
and Marketing
We
currently have no sales, marketing or commercial product distribution capabilities or experience in marketing products.
We
are searching for a development and commercialization partner or a financing for our LADR drug candidates and do not currently plan on
commercializing them ourselves. Over the past two years, we have been unable to attract a development and commercial partner nor a financing
for this endeavor; however, we are continuing to pursue all possibilities.
Patents
and Proprietary Technology
We
actively seek patent protection for our technologies, processes, uses, and ongoing improvements and consider our patents and other intellectual
property to be critical to our business. We regularly evaluate the patentability of new inventions and improvements developed by us or
our collaborators, and, whenever appropriate, will endeavor to file U.S. and international patent applications to protect these new inventions
and improvements. We cannot be certain that any of the current pending patent applications we have filed or licensed, or any new patent
applications we may file or license, will ever be issued in the U.S. or any other country. There also is no assurance that any issued
patents will be effective to prevent others from using our products or processes. It is also possible that any patents issued to us,
as well as those we have licensed or may license in the future, may be held invalid or unenforceable by a court, or third parties could
obtain patents that we would need to either license or to design around, which we may be unable to do. Current and future competitors
may have licensed or filed patent applications or received patents and may acquire additional patents and proprietary rights relating
to compounds, products or processes that may be competitive with ours.
In
addition to patent protection, we attempt to protect our proprietary products, processes and other information by relying on trade secrets
and non-disclosure agreements with our employees, consultants and certain other persons who have access to such products, processes and
information. Under the agreements, all inventions conceived by employees are our exclusive property, but there is no assurance that these
agreements will afford significant protection against misappropriation or unauthorized disclosure of our trade secrets and confidential
information.
As
of December 31, 2021, we have three pending U.S. patent applications and thirty-eight pending foreign patent applications and twenty-two
granted foreign patents covering our LADRTM-related technology including LADR-7, LADR-8, LADR-9 and LADR-10. The un-extended patent term
of patents that issue covering our LADRTM-related technology is between June 2036 and November 2038. We also have one pending US patent
application and fourteen pending foreign patent applications covering our albumin companion diagnostic (ACDxTM). The un-extended patent
term of patents that issue covering our ACDxTM is July 2039. The patents and patent applications covering our LADRTM-related technology,
and ACDxTM are assigned to Centurion. In conjunction with our July 27, 2017 ImmunityBio licensing agreement, we
granted ImmunityBio an exclusive license to all our aldoxorubicin-related patents, including the rights in three granted U.S. patents,
eighteen granted foreign patents and eight pending foreign patent applications covering aldoxorubicin and related technologies. Our intellectual
property holdings relating to aldoxorubicin, and related technologies include an exclusive license from Vergell Medical, S.A. or Vergell.
Patents and applications that cover pharmaceutical compositions comprising aldoxorubicin and their use in treating cancer (including
glioblastoma) have un-extended patent terms expiring between December 2033 and June 2034.
License
Agreements
Aldoxorubicin
We
are the licensee of patent rights held by Tumorforschungs GmbH (“KTB”) for the worldwide development and commercialization of aldoxorubicin under a license agreement
dated April 17, 2006. In February 2017, we received notice that KTB had transferred and assigned its rights and obligations under the
license to Vergell Medical, S.A., or Vergell. The license is exclusive and applies to all products that may be subject to the licensed
intellectual property in all fields of use. We may sublicense the intellectual property in our sole discretion. Pursuant to an amendment
to the license agreement entered into in March 2014, we also have a non-exclusive worldwide license to any additional technology that
is claimed or disclosed in the licensed patents and patent applications for use in the field of oncology.
Under
the agreement, we must make payments to Vergell in the aggregate of up to $7.5 million upon meeting clinical and regulatory milestones,
and up to and including the product’s second final marketing approval. We also agreed to pay:
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commercially
reasonable royalties based on a percentage of net sales (as defined in the agreement); |
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a
percentage of any non-royalty sub-licensing income (as defined in the agreement); and |
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milestones
of $1 million for each additional final marketing approval that we obtain. |
In
the event that we must pay a third party in order to exercise our rights to the intellectual property under the agreement, we are entitled
to deduct a percentage of those payments from the royalties due Vergell, up to an agreed upon cap.
Under
the agreement with Vergell, we must use commercially reasonable efforts to conduct the research and development activities we determine
are necessary to obtain regulatory approval to market aldoxorubicin in those countries that we determine are commercially feasible. Under
the agreement, Vergell is to use its commercially reasonable efforts to provide us with access to suppliers of the active pharmaceutical
ingredient, or API, of aldoxorubicin, on the same terms and conditions as may be provided to Vergell by those suppliers.
The
agreement will expire on a product-by-product basis upon the expiration of the subject patent rights. We have the right to terminate
the agreement on 30 days’ notice, provided we pay a cash penalty to Vergell. Vergell may terminate the agreement if we are in breach
and the breach is not cured within a specified cure period, or if we fail to use diligent and commercial efforts to meet specified clinical
milestones.
Molecular Chaperone Assets
The agreement relating to our worldwide rights
to arimoclomol provides for our payment of up to an aggregate of $3.65 million upon receipt of milestone payments from Orphayzme.
Corporate
information
We
are a Delaware corporation, incorporated in 1985. Our corporate offices are located at 11726 San Vicente Boulevard, Suite 650, Los Angeles,
California 90049, and our telephone number is (310) 826-5648. Our web site is located at http://www.cytrx.com. The information included
in, or linked to our website is not part of this prospectus. We have included our website address in this prospectus solely as a textual
reference. We do not incorporate by reference into this prospectus the information on, or accessible through, our website, and you should
not consider it as part of this prospectus.
THE
OFFERING
Common
stock to be offered by
the
selling stockholder |
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Up
to 20,727,274 shares of our common stock, which are comprised of (i) up to an aggregate of 9,363,637 shares of common stock issuable
upon the conversion of 8,240 shares of Series C Preferred Stock, and (ii) up to an aggregate of 11,363,637 shares of common stock
issuable upon the exercise of the Preferred Investment Options. |
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| Use
of Proceeds |
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All
shares of our common stock offered by this prospectus are being registered for the accounts of the selling stockholder and we will
not receive any proceeds from the sale of these shares. However, we will receive proceeds from the exercise of the Preferred Investment
Options if the Preferred Investment Options are exercised for cash. We intend to use those proceeds, if any, for general corporate
purposes. |
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| Registration
Rights |
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Under
the terms of the Registration Rights Agreement, we agreed to file this registration statement
with respect to the registration of the resale by the selling stockholder of shares of common
stock issuable upon the conversion of the shares of Series C Preferred Stock and the exercise
of the Preferred Investment Options by the 5th day following the filing of the preliminary
proxy statement (the “Proxy Statement”) seeking stockholder approval for the
Authorized Share Increase. We also agreed to cause such registration statement to
become effective under the Securities Act by the 75th calendar day following the date of
the Registration Rights Agreement (or, in the event of a “full review” by the
Securities and Exchange Commission, the 105th calendar day following the date of the Registration
Rights Agreement). In addition, we agreed that, upon the registration statement being declared
effective, we will use our best efforts to maintain the effectiveness of the registration
statement until the date that (i) the selling stockholder has sold all of the shares of common
stock issuable upon the conversion of the shares of Series C Preferred Stock and the exercise
of the Preferred Investment Options or (ii) such shares may be resold by the selling stockholder
pursuant to Rule 144 of the Securities Act, without the requirement for us to be in compliance
with the current public information required under such rule and without volume or manner-of-sale
restriction.
See
“Selling Stockholder” on page 9 of this prospectus for additional information. |
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| Plan
of Distribution |
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The
selling stockholder named in this prospectus, or its pledgees, donees, transferees, distributees, beneficiaries or other successors-in-interest,
may offer or sell the shares of common stock from time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices. The selling stockholder may also resell the shares
of common stock to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions
or commissions.
See
“Plan of Distribution” beginning on page 15 of this prospectus for additional information on the methods of
sale that may be used by the selling stockholder. |
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| OTC
Markets Symbol |
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Our
common stock is quoted on The OTC Markets under the symbol “CYTR.” |
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| Risk
Factors |
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Investing
in our common stock involves significant risks. See “Risk Factors” beginning on page 9 of this prospectus and
the documents incorporated by reference in this prospectus. |
RISK
FACTORS
An
investment in our securities involves certain risks. Before investing in our securities, you should carefully consider the following
risk factor and the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most
recent Annual Report on Form 10-K, or any updates in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, together with
all of the other information appearing in this prospectus or incorporated by reference into this prospectus and which may be amended,
supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission in the future. The
risks so described are not the only risks facing our company. Additional risks not presently known to us or that we currently deem immaterial
may also impair our business operations. Any of these risks could materially and adversely affect our business, financial condition,
results of operations and cash flows and could result in a loss of all or part of your investment. In any case, the value of the securities
offered by means of this prospectus could decline due to any of these risks, and you may lose all or part of your investment. Please
also read carefully the section below entitled “Special Note Regarding Forward-Looking Statements.”
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements contained or incorporated by reference in this prospectus or in the prospectus supplement may include forward-looking
statements that reflect our current views with respect to our research and development activities, business strategy, business plan,
financial performance and other future events. These statements include forward-looking statements both with respect to us, specifically,
and the biotechnology sector, in general. We make these statements pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements that include the words “expect,” “intend,” “plan,” “believe,”
“project,” “estimate,” “may,” “should,” “anticipate,” “will”
and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities
laws or otherwise.
All
forward-looking statements involve inherent risks and uncertainties, and there are or will be important factors that could cause actual
results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to,
those factors set forth under the caption “Risk Factors” in this prospectus and in any prospectus supplement and under the
captions “Business,” “Legal Proceedings,” “Management’s Discussion and Analysis of Financial Condition
and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Controls and Procedures”
in our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Forms 8-K incorporated herein by reference, all of
which you should review carefully. Please consider our forward-looking statements in light of those risks as you read this prospectus
and the prospectus supplement. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result
of new information, future developments or otherwise.
If
one or more of these or other risks or uncertainties materializes, or if our underlying assumptions prove to be incorrect, actual results
may vary materially from what we anticipate. All subsequent written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this Note. Before purchasing any of our securities, you should consider
carefully all of the factors set forth or referred to in this prospectus and in the prospectus supplement that could cause actual results
to differ.
USE
OF PROCEEDS
All
shares of our common stock offered by this prospectus are being registered for the accounts of the selling stockholder and we will not
receive any proceeds from the sale of these shares. However, we will receive proceeds from the exercise of the Preferred Investment Options
if the Preferred Investment Options are exercised for cash. We intend to use those proceeds, if any, for working capital purposes.
SELLING
STOCKHOLDER
Unless
the context otherwise requires, as used in this prospectus, “selling stockholder” includes the selling stockholder listed
below and its donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus
from the selling stockholder as a gift, pledge or other non-sale related transfer.
We
have prepared this prospectus to allow the selling stockholder or its successors, assignees or other permitted transferees to sell or
otherwise dispose of, from time to time, up to 20,727,274 shares of our common stock, which are comprised of (i) up to an aggregate of
9,363,637 shares of common stock issuable upon the conversion of the shares of Series C Preferred Stock, and (ii) up to an aggregate
of 11,363,637 shares of common stock issuable upon the exercise of the Preferred Investment Options.
Private
Placement of Series C Preferred Stock and Preferred Investment Options
On
July 13, 2021, we entered into the Securities Purchase Agreement with Armistice Capital Master Fund Ltd. (“Armistice”), pursuant
to which we issued and sold to Armistice, in a registered direct offering (the “July 2021 Registered Direct Offering” and,
together with the July 2021 Private Placement, the “Offerings”), 2,000,000 shares (the “Shares”) of our common
stock at a purchase price of $0.88 per share, for aggregate gross proceeds of approximately $1,760,000 before placement fees and estimated
offering expenses. Concurrently with the sale of the Shares in the July 2021 Registered Direct Offering, in the July 2021 Private Placement,
the Company also issued and sold to Armistice 8,240 shares of the Company’s Series C Preferred Stock at a price of $1,000 per share,
initially convertible into an aggregate of up to 9,363,637 shares of the Company’s common stock, at a conversion price of $0.88
per share of common stock, together with Preferred Investment Options to purchase up to 11,363,637 shares of common stock, with an exercise
price of $0.88. The Offerings closed on July 15, 2021. The net proceeds to the Company from the Offerings, after deducting the placement
agent’s fees and expenses and estimated offering expenses, were approximately $9,142,000.
The
Preferred Investment Options have a term of five and one-half years, commencing on the date on which an amendment to our Certificate
of Incorporation that increases the number of authorized shares of Common Stock above 41,666,666 is filed and accepted with the Secretary
of State of the State of Delaware (the “Authorized Share Increase Date”), which occurred on March 15, 2022.
Subject
to certain beneficial ownership limitations, the Series C Preferred Stock shall vote on an “as-converted” basis on all matters
submitted to the holders of our common stock for approval.
A
holder of the shares of Series C Preferred Stock or the Preferred Investment Options may not convert or exercise, respectively, any portion
of such holder’s Series C Preferred Stock or Preferred Investment Options to the extent that the holder, together with its affiliates,
would beneficially own more than 9.99% of our outstanding shares of common stock immediately after conversion or exercise of the Series
C Preferred Stock or Preferred Investment Options, respectively.
In
connection with the July 2021 Private Placement, we entered into the Registration Rights Agreement with the purchaser under the Securities
Purchase Agreement, pursuant to which, among other things, we agreed to prepare and file with the Securities and Exchange Commission
a registration statement on Form S-3, or another appropriate form if we were not then eligible to register the Registrable Securities
on Form S-3, to register for resale the shares of common stock issuable upon the conversion of the shares of Series C Preferred Stock
and the exercise of the Preferred Investment Options by the 5th day following the filing of the Proxy Statement. We also
agreed to cause such registration statement to become effective under the Securities Act by the 75th calendar day following the date
of the Registration Rights Agreement (or, in the event of a “full review” by the Securities and Exchange Commission, the
105th calendar day following the Registration Rights Agreement). In addition, we agreed that, upon the registration statement being declared
effective, we will use our best efforts to maintain the effectiveness of the registration statement until the date that (i) the selling
stockholder has sold all of the shares of common stock issuable upon the conversion of the shares of Series C Preferred Stock and the
exercise of the Preferred Investment Options, respectively or (ii) such shares may be resold by the selling stockholder pursuant to Rule
144 of the Securities Act, without the requirement for us to be in compliance with the current public information required under such
rule and without volume or manner-of-sale restriction.
Pursuant
to the Registration Rights Agreement, we are registering the shares of common stock issuable upon the conversion of the shares of Series
C Preferred Stock and the Preferred Investment Options in order to permit the selling stockholder to offer such shares for resale from
time to time pursuant to this prospectus. The selling stockholder may also sell, transfer or otherwise dispose of all or a portion of
its shares in transactions exempt from the registration requirements of the Securities Act, or pursuant to another effective registration
statement covering those shares.
H.C.
Wainwright & Co., LLC (“Wainwright”) served as our exclusive placement agent in connection with the July 2021 Private
Placement, pursuant to that engagement letter, dated as of July 6, 2021, by and between us and Wainwright (as amended on July 9, 2021,
the “Engagement Letter”). Pursuant to the Engagement Letter, we paid Wainwright (i) a total cash fee equal to 6.0% of the
gross proceeds received from the purchaser who purchased securities in the July 2021 Private Placement and concurrent registered direct
offering; (ii) $75,000 for non-accountable expenses, and (iii) $6,600 for escrow fees. In addition, we have agreed to pay Wainwright
a cash fee equal to 6.0% of the gross proceeds received by us in connection with any exercises of the Preferred Investment Options in
the Private Placement.
Relationships
with the Selling Stockholder
Except
as described above under “—Private Placement of Series C Preferred Stock and Preferred Investment Options”, the selling
stockholder has not, nor within the past three years has had, any position, office or other material relationship with us.
Information
About Selling Stockholder Offering
The
shares of common stock being offered by the selling stockholder are those previously issued to the selling stockholder, and those issuable
to the selling stockholder upon conversion of the Series C Preferred Stock or exercise of the Preferred Investment Options. For additional
information regarding the issuances of the Series C Preferred Stock and Preferred Investment Options, see “Private Placement of
Series C Preferred Stock and Preferred Investment Options” above. We are registering the Registrable Securities in order to permit
the selling stockholder to offer such Registrable Securities for resale from time to time. Except for the ownership of the shares of
common stock, the Series C Preferred Stock and the Preferred Investment Options, the selling stockholder has not had any material relationship
with us within the past three years.
The
table below lists the selling stockholder and other information regarding the beneficial ownership of the shares of common stock by
the selling stockholder. The second column lists the number of shares of common stock beneficially owned by the selling stockholder,
based on its ownership of the shares of common stock, shares of Series C Preferred Stock and Preferred Investment Options, as of March
22, 2022, assuming conversion or exercise, as applicable, of the Series C Preferred Stock and Preferred Investment Options held
by the selling stockholder on that date, without regard to any limitations on conversions or exercises. The third column lists the
shares of common stock being offered by this prospectus by the selling stockholder.
In
accordance with the terms of the Registration Rights Agreement with the selling stockholder, this prospectus generally covers the resale
of the sum of the maximum number of shares of common stock issued or issuable to the selling stockholder upon conversion of the Series
C Preferred Stock or exercise of the Preferred Investment Options, in each case as described in the “Private Placement of Series
C Preferred Stock and Preferred Investment Options” above, determined as if such securities were converted or exercised in full,
each as of the trading day immediately preceding the applicable date of determination, and all subject to adjustment as provided in the
Registration Rights Agreement, without regard to any limitations on the conversion or exercise thereof. The fourth column assumes the
sale of all of the shares of common stock offered by the selling stockholder pursuant to this prospectus.
Under
the terms of the Series C Preferred Stock and the Preferred Investment Options, the selling stockholder may not convert or exercise such
securities to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates and attribution
parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following
such conversion or exercise, excluding for purposes of such determination shares of common stock issuable upon conversion or exercise
of such securities which have not been converted or exercised. The number of shares in the second column does not reflect this
limitation. The selling stockholder may sell all, some or none of its shares in this offering. See “Plan of Distribution”
below.
The
percentages in the following table reflect the shares of common stock beneficially owned by the selling stockholder as a percentage of
the total number of shares of common stock outstanding as of March 22, 2022. As of such date, 38,801,442 shares of common
stock were outstanding.
| Name
of Selling Stockholder |
|
Number
of shares of Common Stock Owned Prior to Offering |
|
|
Maximum
Number of shares of Common Stock to be Sold Pursuant to this Prospectus |
|
|
Number
of shares of Common Stock Owned After Offering |
|
|
Percentage
of Common Stock Owned After Offering |
|
| Armistice
Capital Master Fund Ltd.(1) |
|
|
20,727,274 |
|
|
|
20,727,274 |
(2) |
|
|
- |
|
|
|
- |
% |
| (1) |
The
shares are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”),
and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment
manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd
disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The Master
Fund’s address is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. The Master Fund may not
convert the Series C Preferred Stock or exercise the Preferred Investment Options to the extent such conversion or exercise would
cause the Master Fund, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock
which would exceed 9.99% of our then outstanding common stock following such conversion or exercise, excluding for purposes of such
determination shares of common stock issuable upon conversion or exercise of such securities which have not been so converted or
exercised. |
| (2) |
Represents
(i) up to an aggregate of 9,363,637 shares of common stock issuable upon the conversion of 8,240 shares of Series C Preferred Stock
and (ii) up to an aggregate of 11,363,637 shares of common stock issuable upon the exercise of the Preferred Investment Options.
|
DESCRIPTION
OF SECURITIES TO BE REGISTERED
As
of March 22, 2022, our authorized capital stock consisted of 62,393,940 shares of common stock, $0.001 par value per share,
of which 38,801,442 shares were outstanding and 2,831,967 shares were reserved for the issuance of outstanding option and
warrants, and 833,333 shares of preferred stock, $0.01 par value per share, of which 50,000 shares and 8,240 shares were designated as
Series B Junior Participating Preferred Stock (the “Series B Preferred Stock”) and Series C Preferred Stock, respectively.
We have reserved all of the shares of our Series B Preferred Stock for issuance upon the exercise of the rights under our Shareholder
Protection Rights Agreement, described below.
The
following summary of certain provisions of our common stock does not purport to be complete. You should refer to our Certificate of Incorporation
and our amended and restated by-laws (the “By-Laws”), which are filed with or incorporated by reference in the registration
statement relating to this offering filed by us with the SEC. The summary below is also qualified by reference to the provisions of applicable
Delaware corporation law.
Common
Stock
Holders
of our common stock are entitled to one vote per share on matters on which our stockholders vote, including with respect to the election
of directors. Holders of common stock are entitled to receive dividends, if declared by our board of directors (the “Board”),
out of funds that we may legally use to pay dividends. If we liquidate or dissolve, holders of common stock are entitled to share ratably
in our assets once our debts and any liquidation preference owed to holders of any then-outstanding preferred stock are paid. All shares
of common stock that are outstanding as of the date of this prospectus supplement are, and all shares we are selling in this offering,
upon their issuance and sale, will be, fully-paid and nonassessable. Holders of our common stock have no preemptive, conversion or subscription
rights, and there are no redemption or sinking fund provisions with respect to our common stock.
Anti-Takeover
Measures
Delaware
Law
Section
203 of the General Corporation Law of the State of Delaware is applicable to takeovers of certain Delaware corporations, including us.
Subject to exceptions enumerated in Section 203, Section 203 provides that a corporation shall not engage in any business combination
with any “interested stockholder” for a three-year period following the date that the stockholder becomes an interested stockholder
unless:
| |
● |
prior
to that date, the board of directors of the corporation approved either the business combination or the transaction that resulted
in the stockholder becoming an interested stockholder; |
| |
● |
upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, though some shares may be
excluded from the calculation; or |
| |
● |
on
or subsequent to that date, the business combination is approved by the board of directors of the corporation and by the affirmative
votes of holders of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
Except
as specified in Section 203, an interested stockholder is generally defined to include any person who, together with any affiliates or
associates of that person, beneficially owns, directly or indirectly, 15% or more of the outstanding voting stock of the corporation,
or is an affiliate or associate of the corporation and was the owner of 15% or more of the outstanding voting stock of the corporation,
any time within three years immediately prior to the relevant date. Under certain circumstances, Section 203 makes it more difficult
for an interested stockholder to effect various business combinations with a corporation for a three-year period, although the stockholders
may elect not to be governed by this section, by adopting an amendment to our Certificate of Incorporation or By-Laws, effective 12 months
after adoption. Our Certificate of Incorporation and By-Laws do not opt out from the restrictions imposed under Section 203. We anticipate
that the provisions of Section 203 may encourage companies interested in acquiring us to negotiate in advance with the Board because
the stockholder approval requirement would be avoided if a majority of the directors then in office excluding an interested stockholder
approve either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder. These
provisions may have the effect of deterring hostile takeovers or delaying changes in control, which could depress the market price of
our common stock and deprive stockholders of opportunities to realize a premium on shares of common stock held by them.
Certificate
of Incorporation and By-Law Provisions
In
addition to our Board’s ability to issue shares of preferred stock, our Certificate of Incorporation and By-Laws contain the following
provisions that may have the effect of discouraging unsolicited acquisition proposals:
| |
● |
our
By-Laws classify the Board into three classes with staggered three-year terms; |
| |
● |
under
our By-Laws, our Board may enlarge the size of the Board and fill the vacancies; |
| |
● |
our
By-Laws provide that a stockholder may not nominate candidates for the Board at any annual or special meeting unless that stockholder
notifies us of its intention a specified period in advance and provides us with certain required information; |
| |
● |
stockholders
who wish to bring business before the stockholders at our annual meeting must provide advance notice; |
| |
|
|
| |
● |
Our
By-Laws provide that stockholders may only act by written consent in lieu of a meeting if such consent is unanimous; and |
| |
● |
our
By-Laws provide that special meetings of stockholders may only be called by our Board or by an officer so instructed by our Board. |
Our
By-Laws also provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State
of Delaware will be the sole and exclusive forum for:
| |
● |
any
derivative action or proceeding brought on our behalf; |
| |
● |
any
action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the company to us or our
stockholders; |
| |
● |
any
action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware; or |
| |
● |
any
action asserting a claim governed by the internal affairs doctrine. |
| |
● |
Our
By-Laws further provide that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the
company is deemed to have notice of and consented to the foregoing provision. |
Shareholder
Protection Rights Agreement
On
December 13, 2019, the Board authorized and declared a dividend of one right (a “Right”) for each of our issued and outstanding
shares of common stock. The dividend was paid to the stockholders of record at the close of business on December 23, 2019. Each Right
entitled the registered holder, subject to the terms of the Original Rights Agreement (as defined below), to purchase from us one one-thousandth
of a share of our Series B Preferred Stock, par value $0.01 per share, at a price of $5.00, subject to certain adjustments. The description
and terms of the Rights were set forth in the Rights Agreement, dated as of December 13, 2019 (the “Original Rights Agreement”),
by and between us and American Stock Transfer & Trust Company, LLC, as Rights Agent.
On
November 12, 2020, the Board approved an amendment and restatement of the Original Rights Agreement (as amended and restated, the “Amended
and Restated Rights Agreement”) to effect certain changes to the Original Rights Agreement, including (i) reducing the duration
to a term of three years, subject to certain earlier expiration as described in more detail below, and (ii) lowering the beneficial ownership
threshold at which a person or group of persons becomes an Acquiring Person (as defined below) to 4.95% or more of the Company’s
outstanding shares of common stock, subject to certain exceptions. The Amended and Restated Rights Agreement is designed to discourage
(i) any person or group of persons from acquiring beneficial ownership of more than 4.95% of our shares of common stock and (ii) any
existing stockholder currently beneficially holding 4.95% or more of our shares of common stock from acquiring additional shares of our
common stock.
The
purpose of the Amended and Restated Rights Agreement is to protect value by preserving our ability to utilize certain net operating losses
and other tax attributes (collectively, the “Tax Benefits”) to offset potential future income tax obligations. Our ability
to use these Tax Benefits would be substantially limited if we experience an “ownership change,” as such term is defined
in Section 382 of the Internal Revenue Code of 1986, as amended (the “Tax Code”). A corporation generally will experience
an ownership change if the percentage of the corporation’s stock owned by its “5-percent shareholders,” as defined
in Section 382 of the Tax Code, increases by more than 50 percentage points over their lowest ownership percentage within a rolling three-year
period. The Amended and Restated Rights Agreement is intended to reduce our likelihood of experiencing an ownership change under Section
382 of the Tax Code. The Rights are only exercisable upon the occurrence of certain triggering events described in the Amended and Restated
Rights Agreement.
Transfer
Agent
The
transfer agent for our common stock is American Stock Transfer & Trust Company, located at 6201 15th Ave, Brooklyn, New York 11219
PLAN
OF DISTRIBUTION
The
selling stockholder of the securities and any of its pledgees, assignees and successors-in-interest may, from time to time, sell any
or all of their securities covered hereby on any stock exchange, market or trading facility on which the securities are traded or in
private transactions. These sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following
methods when selling securities:
| |
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
|
|
| |
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
| |
|
|
| |
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
|
| |
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
| |
● |
privately
negotiated transactions; |
| |
|
|
| |
● |
settlement
of short sales; |
| |
|
|
| |
● |
in
transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated
price per security; |
| |
|
|
| |
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
|
|
| |
● |
a
combination of any such methods of sale; or |
| |
|
|
| |
● |
any
other method permitted pursuant to applicable law. |
The
selling stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available,
rather than under this prospectus.
Broker-dealers
engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in
excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or
markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they
assume. The selling stockholder may also sell securities short and deliver these securities to close out its short positions, or loan
or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option
or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the
delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The
selling stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. The selling stockholder has informed us that it does not have any written or oral agreement or understanding,
directly or indirectly, with any person to distribute the securities.
We
are required to pay certain fees and expenses incurred by us incident to the registration of the securities. We have agreed to indemnify
the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholder
without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect
or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state
securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is
complied with.
Under
applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged
in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock
for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling
stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation
M, which may limit the timing of purchases and sales of the common stock by the selling stockholder or any other person. We will make
copies of this prospectus available to the selling stockholder and have informed them of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by Haynes and Boone, LLP, New York, New York.
EXPERTS
The
financial statements as of December 31, 2021 and 2020 and for each of the two years in the period ended December 31, 2021
incorporated by reference in this prospectus have been so incorporated in reliance on the report of Weinberg & Company, an independent
registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act, and in accordance therewith file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange Commission. The Securities and Exchange Commission maintains
a website that contains reports, proxy and information statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission. The address of the Securities and Exchange Commission’s website is www.sec.gov.
We
make available free of charge on or through our website at www.cytrx.com, our Annual Reports on Form 10-K, Quarterly Reports on Form
10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act, as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the Securities and
Exchange Commission.
We
have filed with the Securities and Exchange Commission a registration statement under the Securities Act, relating to the offering of
these securities. The registration statement, including the attached exhibits, contains additional relevant information about us and
the securities. This prospectus does not contain all of the information set forth in the registration statement. You can obtain a copy
of the registration statement for free at www.sec.gov. The registration statement and the documents referred to below under “Incorporation
of Certain Information By Reference” are also available on our website, www.cytrx.com.
We
have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of
this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
Securities and Exchange Commission allows us to “incorporate by reference” the information we have filed with it, which means
that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is
an important part of this prospectus, and later information that we file with the Securities and Exchange Commission will automatically
update and supersede this information. We incorporate by reference the documents listed below and any future documents (excluding information
furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the Securities and Exchange Commission pursuant to Sections l3(a),
l3(c), 14 or l5(d) of the Exchange Act, subsequent to the date of this prospectus and prior to the termination of the offering:
| |
● |
Our
Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March
23, 2022; |
| |
|
|
| |
● |
Our
Current Reports on Form 8-K, filed with the Securities and Exchange Commission on January
4, 2022, March 10, 2022 and March 16, 2022; and |
| |
|
|
| |
● |
The
description of our securities as described in our Registration Statement on Form 8-A filed with the Securities and Exchange Commission
on March 17, 1987 (File No. 000-15327), as amended and supplemented by the description of our common stock contained in Exhibit 4.4
to our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 23, 2022, including any amendment or reports filed for
the purpose of updating such description. |
All
filings filed by us pursuant to the Exchange Act after the date of the initial filing of this registration statement and prior to the
effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also
be deemed to be incorporated by reference into the prospectus.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide
you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to
be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in
any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume
that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents
incorporated by reference in this prospectus.
We
will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any
or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus
(other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any
such request should be addressed to us at:
CytRx
Corporation
Attention:
Corporate Secretary
11726
San Vicente Boulevard, Suite 650
Los
Angeles, California 90049
(310)
826-5648
You
may also access the documents incorporated by reference in this prospectus through our website at www.cytrx.com. Except for the specific
incorporated documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus
or the registration statement of which it forms a part.
20,727,274 SHARES OF
COMMON STOCK UNDERLYING
SHARES OF SERIES C PREFERRED
STOCK AND CERTAIN PREFERRED INVESTMENT OPTIONS
PROSPECTUS
March 25, 2022
CytRx (QB) (USOTC:CYTR)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
CytRx (QB) (USOTC:CYTR)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
