Current Report Filing (8-k)
23 September 2022 - 12:16PM
Edgar (US Regulatory)
0000799698
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0000799698
2022-09-19
2022-09-19
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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 19, 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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 19, 2022, CytRx Corporation (the “Company”) filed a Certificate of Amendment to Restated Certificate
of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “CytRx Corporation”
to “LadRx Corporation”, effective as of September 26, 2022 (the “Name Change”).
The
Name Change does not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted
on the OTC Markets under the ticker symbol “CYTR” until a change in the ticker symbol is effected. There will be no change
to the Company’s CUSIP in connection with the Name Change. Following the Name Change, the stock certificates, which reflect the
former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock
certificates are tendered for exchange or transfer to the Company’s transfer agent.
Pursuant
to Section 242 of the Delaware General Corporation Law, stockholder approval was not required to complete the Name Change or to approve
or effect the Certificate of Amendment. 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 and is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 23, 2022, the Company issued a press release
announcing the Name Change. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.
The information in this Current Report on Form
8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities
of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.
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:
September 23, 2022 |
/s/
John Y. Caloz |
| |
John
Y. Caloz |
| |
Chief
Financial Officer |
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