Current Report Filing (8-k)
27 Juli 2022 - 11:27PM
Edgar (US Regulatory)
0000799698
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0000799698
2022-07-27
2022-07-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July 27, 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
5.07. Submission of Matters to a Vote of Security Holders.
Reverse
Stock Split Approval
On
July 27, 2022, CytRx Corporation (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”),
at which meeting the Company’s stockholders approved the amendment of the Company’s Restated Certificate of Incorporation
(the “Certificate of Incorporation”) to effect a reverse stock split of the Company’s Common Stock, par value $0.001
per share (“Common Stock”), at a ratio in the range of 1-for-10 to 1-for-100, with such ratio to be determined by
the Company’s board of directors (the “Board”) and included in a public announcement (the “Reverse Stock Split
Proposal”). The Board has not determined the ratio for the reverse stock split or the timing to effect the reverse stock split.
If the Board does not implement the reverse stock split prior to the one-year anniversary of the Annual Meeting, the authority granted
to the Board to implement the reverse stock split will terminate and the reverse stock split amendment will be abandoned.
For
more information about the Reverse Stock Split Proposal, see the Company’s definitive proxy statement filed with the Securities
and Exchange Commission (the “SEC”) on June 16, 2022 (the “Proxy Statement”). 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 included as Annex
A to the Proxy Statement.
2022
Annual Meeting Results
As
of the close of business on May 31, 2022, the record date for the Annual Meeting held on July 27, 2022, there were 45,037,391 shares
of the Company’s Common Stock; 2,752 shares of the Company’s Series C Preferred Stock, $0.01 par value per share (“Series
C Preferred Stock”) (with 345,792 shares of Common Stock underlying currently convertible (and votable) Series C Preferred
Stock); and 48,165.079 shares of the Company’s Series D Preferred Stock, par value $0.01 (“Series D Preferred Stock”)
outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the Company’s
stockholders at the Annual Meeting. Each proposal is described in detail in the Proxy Statement.
The
Class I director nominee was elected, and each other matter submitted to a vote of the Company’s stockholders at the Annual
Meeting, as described below, was approved by the requisite vote of the Company’s stockholders, with the exception of Proposal 5.
The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set
forth below. The proposals are described in detail in the Proxy Statement and are incorporated herein by reference.
|
1. |
Election
of Mr. Cary Claiborne as Class I director to serve until the 2025 annual meeting of stockholders. |
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
15,058,624 |
|
0 |
|
4,884,507 |
|
11,299,717 |
|
2. |
Precatory
proposal to declassify the structure of the Board such that each director standing for election shall only be eligible to be elected
for one-year terms. |
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
15,406,655 |
|
3,456,821 |
|
1,079,655 |
|
11,299,717 |
|
3. |
Proposal
to authorize the Board, in its discretion but prior to the one-year anniversary of the date on which the reverse stock split is approved
by the Company’s stockholders at the Annual Meeting, to amend the Company’s Certificate of Incorporation to effect a
reverse stock split of all of the Company’s outstanding shares of Common Stock, at a ratio in the range of 1-for-2 to 1-for-100,
with such ratio to be determined by the Board and included in a public announcement. |
For |
|
Against |
|
Abstain |
17,574,419,192 |
|
13,490,454,091 |
|
209,217,565 |
|
4. |
Ratification
of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2022. |
For |
|
Against |
|
Abstain |
23,749,641 |
|
5,552,273 |
|
1,940,934 |
|
5. |
Advisory
proposal (non-binding) regarding the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. |
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
8,058,250 |
|
8,951,446 |
|
2,933,435 |
|
11,299,717 |
|
6. |
Proposal
to adjourn the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Reverse Stock Split Proposal. |
For |
|
Against |
|
Abstain |
17,556,235,979 |
|
12,633,289,394 |
|
1,084,565,475 |
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.
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:
July 27, 2022 |
/s/
John Y. Caloz |
|
John
Y. Caloz |
|
Chief
Financial Officer |
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