August 7, 2020

U.S. Securities and Exchange Commission				Via
EDGAR
Division of Corporation Finance
Washington, D.C. 20549
Attn: Daniel F. Duchovny




Re:
CytRx Corporation
Preliminary Proxy Statement
Filed July 2, 2020, amended July 6, 2020, July
27, 2020, & August 6, 2020, by Jerald A. Hammann
File No. 000-15327

Ladies and Gentlemen:

Set forth below are the responses of Jerald Hammann ("I",
"me", "my", and "Hammann") to the comments regarding the
above-referenced filing contained in the letter from the
staff (the "Staff") of the Division of Corporation Finance
of the U.S. Securities and Exchange Commission (the
"Commission") dated July 31, 2020. For your convenience,
the comments of the Staff are reproduced in bold font below
and are followed in each case by my response.

Revised Preliminary Proxy Statement

Background of the Solicitation, page 3



1.
We note the last bullet point on page 4. Please
provide supplemental support for the suggestion that
the decision by the company to postpone its annual
meeting was related to your request that it do so. We
note similar disclosure on page 11.

Response: I informed the Company's representatives that I
would be filing an emergency motion with the Delaware Court
of Chancery to postpone the Annual Meeting if the annual
meeting were not re-scheduled and I indicated that June 11,
2020, was the target date for filing this emergency motion.
The Company's representatives informed me on the evening of
June 10, 2020, that the annual meeting would be postponed.

Reasons for the Solicitation, page 5

2.
You must avoid issuing statements that
directly or indirectly impugn the character,
integrity or personal reputation or make
charges of illegal, improper or immoral
conduct without factual foundation. Provide us
supplementally, or disclose, the factual
foundation for the statements listed below. In
this regard, note that the factual foundation
for such assertion must be reasonable. Refer
to Rule 14a-9.

*
Your statement that the company engaged in
"spring-loading" its stock option awards in
2013 and 2019. Your disclosure provides as
support your own conjectures and those of
other third parties, whether plaintiffs or
media members.

Response: I believe I have satisfied both the "factual
foundation" and "reasonableness" requirements of Rule 14a-
9.

I have endeavored to be objective in the disclosures
contained in the Proxy Statement. Within a financial
context, Lexico.com defines "spring-loading" as "the
granting of a stock option prior to the release of a
positive news story about the company whose stock is being
sold, so that the value of the option increases immediately
after issue."Investopedia.com has a slightly different
definition: "Spring loading is an option-granting practice
in which options are granted to employees at a time that
precedes a positive news event." As evident, there is some
imprecision in these two definitions regarding intent.

In my Preliminary Proxy Statement, I have separated the
definition from any intent. I wrote: "Spring-loading occurs
when a board issues stock option awards immediately in
advance of material public information that will result in
significant price increases. In this manner, insiders are
able to take advantage of non-public information to the
detriment of a Company's Shareholders." The definition I
forwarded describes conduct, and an outcome of the conduct,
without any specific reference to intent.

In my Preliminary Proxy Statement, I disclose the factual
foundation for my claim of "spring-loading," In relation to
2013, I wrote: "The Board issued to itself and the
Company's executives 50%-85% larger options awards than the
prior year and then announce[d] at the close of market that
same day the positive results of the Phase 2b clinical
trial for aldoxorubicin." I would add that the Delaware
Court of Chancery has referred to these options as "spring-
loaded options." See e.g., In re CytRx Corp. S'holder
Deriv. Litig. II, C.A. No. 11800-VCMR February 22, 2017.
In relation to 2019, I wrote: "Bringing your focus back to
the '15-Day Post' column of the above table, there was a
208% increase in the 15 days subsequent to the most-recent
12/13/19 option issue date. Here again, the Company engaged
in stock option spring-loading. But this time, the Board
didn't settle for options awards 50%-85% larger than the
prior year. Instead, on a split-adjusted basis, these
options awards are at least two times larger than all of
the other options previously-awarded combined." I also
wrote: "Moving now to the 208% increase in the 15 days
subsequent to the most-recent 12/13/19 option issue date,
there is evidence suggesting that the spring-loading of
these options was intentionally choreographed by the
Company's management. These gains are driven at least in
part by the Company's dissemination of news to the public.
In reviewing the News Releases disclosed on the Company's
website, focusing on the 'CytRx Corporation Highlights . .
. ' news releases, there are a substantial number of these
articles through July 30, 2019, none between July 30, 2019,
and the date of the 2019 Stock Options grant, and the
stream of such releases picks up strong again starting on
December 19, 2019, four days after the options grant date.
Two items were disclosed in the December 19, 2019,
'Highlights' press release. The first event highlighted,
relating to Orphazyme A/S, a non-U.S. company, was
disclosed on that Company's website on November 19, 2019.
The second event highlighted, relating to ImmunityBio,
Inc., a private company, occurred on December 13, 2019, as
disclosed on that Company's website. ImmunityBio, Inc.'s
website also discloses at least one other material event
occurring between July 30, 2019, and the date of the stock
options grants that was not disclosed by the Company.
December 15 represents a fixed date for any award of stock
options pursuant to a 2015 settlement agreement entered
into by the Company relating in part to the alleged
fraudulent stock promotion activities described above
surrounding the 2013 spring-loaded options. The settlement
agreement provides for one or more pre-set dates
established by the Compensation Committee prior to the
fiscal year in which the options are to be granted.
Therefore, the Company could not simply change the grant
date it awarded stock options. Moreover, had the Company
disclosed these events when they occurred rather than after
the issuance of the 5,400,000 stock options representing
approximately 16% of the total shares outstanding in the
Company, there is a significant possibility that the
exercise price of these options would be considerably
higher. One may infer that the 208% 15-day increase was in
large part the market catching up with all of the positive
developments the Company did not report during the prior
five months until after the grant of the stock options. In
this aspect, the 2020 spring-loading of stock options bears
similarities to the 2013 spring-loading."

As I previously mentioned, there is some imprecision in the
definition of "spring-loading" in regard to intent. I
provided a definition that separated the definition from
the intent. I provided a substantial factual foundation for
the events which fit the definition of the term. I also
provided a substantial factual foundation surrounding the
outcome of the each of these events. As it relates to the
2013 events, I never mention or even allude to an intent.
As it relates to the 2019 events, I state: "there is
evidence suggesting that the spring-loading of these
options was intentionally choreographed by the Company's
management." I then go on for a long paragraph detailing
the suggestive evidence.

Therefore, I believe I have satisfied both the "factual
foundation" and "reasonableness" requirements of Rule 14a-
9.


*
Your statement that the conduct described in
the second paragraph of page 6 resulted in
"breaches of law and fiduciary duty."

Response: As described in In re CytRx Corp. S'holder Deriv.
Litig. II, C.A. No. 11800-VCMR February 22, 2017 at 3,
there were (ultimately) three different settlement
agreements relating to the Company's 2013 conduct:

"Vice Chancellor Laster approved a final
settlement of the spring-loaded options claims in
this Court on November 10, 2015 (the "First
Delaware Action"). That settlement excluded
claims related to the Dream Team allegations. The
United States District Court for the Central
District of California approved a final
settlement of the federal securities law claims
on May 18, 2016 (the "Federal Securities
Action"). The Caremark claims related to the
Dream Team allegations remain unresolved and are
the focus of this case."

As evident, these three settlement agreements resolved
claims pursuant to the various breaches of law and
fiduciary duties alleged in the various complaints
supporting these actions. The factual foundations for each
of these claims is disclosed in the respective complaints.
Therefore, I believe that both the "factual foundation" and
"reasonableness" requirements of Rule 14a-9 have been
satisfied.


*
Your statement in the first paragraph of page
7 that "the spring-loading of these options
was intentionally choreographed by the
Company's management."

Response: My full statement was: "Moving now to the 208%
increase in the 15 days subsequent to the most-recent
12/13/19 option issue date, there is evidence suggesting
that the spring-loading of these options was intentionally
choreographed by the Company's management." I then went on
- over the next 357 words - to detail the "evidence
suggesting" the intentional choreographing. Therefore, I
believe that both the "factual foundation" and
"reasonableness" requirements of Rule 14a-9 have been
satisfied.

*
Your suggestion in the fourth paragraph of
page 7 that the company "delayed providing
material information to shareholders in
advance of the prospective option issue date"
and that such delay was done with the purpose
of affecting the market stock price prior to
the grant of options to insiders."

Response: My full statement was: "To summarize the two
'Percent Change' columns of the above table, in the last
seven years, there are two instances where the Company
delayed providing material information to shareholders in
advance of the prospective option issue date . . ." As to
the first of these two instances, occurring in 2013, I
refer you to the In re CytRx Corp. S'holder Deriv. Litig.
II, C.A. No. 11800-VCMR February 22, 2017 at 3 reference to
the First Delaware Action wherein the spring-loaded options
claims were settled. As to the second of these two
instances, this sentence summarizes facts I presented
earlier, specifically the 357 words detailing the "evidence
suggesting" the intentional choreographing. Therefore, I
believe that both the "factual foundation" and
"reasonableness" requirements of Rule 14a-9 have been
satisfied.


*
Your statement in the fourth paragraph of page
8 that suggests Mr. Kriegsman has ceased
fulfilling his fiduciary duties and has
instead focused on his personal wealth."

Response: My full statement was: "From my vantage point as
a shareholder, it is my belief that Mr. Kriegsman has grown
to view the Shareholders of the Company as simply a
necessary obstacle to be overcome in achieving his personal
wealth goals." When the Company had three proposals in its
Definitive Proxy Statement instead of two in its current
Preliminary Proxy Statement, this statement was
substantially closer to the section entitled Background of
the Solicitation. Within this section, I outlined the
results of shareholder voting at the 2017 Annual Meeting
and the Board's subsequent disregard for these voting
outcomes. Many of these voting outcomes related to Mr.
Kreigsman and his compensation. In describing the
Employment Agreement and the Employment Agreement
Amendment, I accentuate how beneficial the terms of the
Amendment are to Mr. Kriegsman and how detrimental they are
to the Company's Shareholders. Therefore, I believe that
both the "factual foundation" and "reasonableness"
requirements of Rule 14a-9 have been satisfied.


*
Your statement in the same paragraph that you
believe "...Mr. Kriegsman routinely disregards
both the actual and expressed interests of the
Shareholders."

Response: This statement is also the lead statement
contained in my Background of the Solicitation, wherein I
provide a point-by-point summary of a selection of facts
supporting this opinion. Therefore, I believe that both the
"factual foundation" and "reasonableness" requirements of
Rule 14a-9 have been satisfied.


*
Your statement in the sixth paragraph of page
8 that suggests Dr. Ignarro and other board
members have also ceased fulfilling their
fiduciary duties and have instead focused on
enabling Mr. Kriegsman's personal wealth."

Response: This statement is also the lead statement to the
subsequent seven paragraphs and the included table within
these seven paragraphs. Based on this factual foundation, I
go on to conclude that the possibility of self-dealing may
be present in the conduct of Dr. Ignarro and his fellow
board members. Self-dealing would entail an abdication of
the duty of loyalty to shareholders. Therefore, I believe
that both the "factual foundation" and "reasonableness"
requirements of Rule 14a-9 have been satisfied.

*
Your allegation in the fifth paragraph of page
9 that "it appears clear that the members of
this Committee have ceased being disinterested
as it relates to all matters involving Mr.
Kriegsman's compensation arrangements with the
Company" and thus are failing to fulfill their
fiduciary duties.

Response: Within that paragraph are three statements
"taking together" the factual disclosures in the previous
seven paragraphs and the included table within these seven
paragraphs. The first statement is the "highly-suggested"
self-dealing. The second statement is the "suggested"
placement of personal gain over the Corporation's future
prospects. The third statement is the "at a minimum"
statement described above. Like the prior two statements,
this statement is supported by the facts contained within
the same seven paragraphs and same included table.
Therefore, I believe that both the "factual foundation" and
"reasonableness" requirements of Rule 14a-9 have been
satisfied.


3.
Please provide supplemental support for your
statement that the company "hired stock
promoters to write articles praising the
Company..."


Response: I refer you to In re CytRx Corp. S'holder Deriv.
Litig. II, C.A. No. 11800-VCMR February 22, 2017. I also
refer you to Pearson, Richard. (March 13, 2014). Behind The
Scenes With Dream Team, CytRx And Galena. SeekingAlpha.
(available at https://moxreports.com/1722/). Mr. Pearson
was the investigator who first uncovered and revealed the
illegal stock promotion scheme. These two sources satisfy
the "factual foundation" and "reasonableness" requirements
of Rule 14a-9.




4.
Refer to the last sentence in the fourth
paragraph of page 6. Please provide
supplemental support for the statement that
the company's actions described therein were
related to the changes in market price of the
company's stock.


Response: The fourth paragraph of page 6 contains no such
statement. I believe you are referring to the fourth
paragraph of page 7. which states: "To summarize the two
'Percent Change' columns of the above table, in the last
seven years, there are two instances where the Company
delayed providing material information to shareholders in
advance of the prospective option issue date and six
consecutive instances where a person or persons appears to
have sold relatively large numbers of shares in the
Company's thinly-traded stock in advance of prospective
option issue dates, and that the result of these large
share sales was to depress the Company's stock price as of
the potential date of option grant."

A closer reading, however, shows a compound sentence
describing two separate types of conduct: (a) two instances
of delay, attributable to the Company; and, (b) six
consecutive instances of high-volume selling in a thinly-
traded stock, attributable to a person or persons. The
reference you make to the "company's actions" is actual
made not to the company, but instead to the actions of a
person or persons who may or may not be associated with the
company. I will nonetheless split this compound sentence to
eliminate any possible confusion.


5.
Each statement or assertion of opinion or
belief must be clearly characterized as such,
and a reasonable factual basis must exist for
each such opinion or belief. Support for
opinions or beliefs should be self-evident,
disclosed in the proxy statement or provided
to the staff on a supplemental basis. Provide
support for the following:

*
Your statement that the conduct described in
the fourth paragraph of page 6 resulted in
"investor trust in the corporation was also
impaired."

Response: Before beginning my specific response, I note
that the paragraphs to which you refer herein are in
specific response to an assessment of 'reputation' made by
the Board of the Company of its own candidates. I
appreciate the SEC's requirement for a reasonable factual
basis. Indeed I would find it most helpful as an investor
of the Company if the Company itself were required to
disclose a reasonable factual basis for its reputational
assessments of its nominees. As demonstrated by the
analysis included in my preliminary proxy statement,
however, evaluating whether a 'reasonable factual basis'
exists can sometimes be challenging. I have gone through an
extensive effort to do exactly that in relation to the
Company's statement of opinion or belief regarding its own
candidates. I am not sure whether I would expect the SEC to
engage in this same extensive effort and am somewhat
confused about how this regulation is effectively enforced.
By way of example, if the Company's Board cannot
substantiate its opinions regarding the 'reputation' of its
own candidates, how are these circumstances resolved? I
will continue to give this topic additional thought.

Moving now to my specific response, I believe this first
statement is both self-evident and based on information
disclosed in the preliminary proxy statement. The conduct
described resulted in three separate legal settlements.
There was also a contemporaneously-published article
disclosed in the proxy statement expressly describing why
the conduct described impaired investor confidence. I also
refer you to https://stocktwits.com/symbol/CYTR, where some
of the Company's largest shareholders regularly describe
their lack of trust in the Company, its CEO, and its Board
of Directors. I know these are some of the Company's
largest shareholders because many of them have individually
disclosed to me their shareholdings. When shareholders feel
compelled to sue the company to enforce their rights as
shareholders, investor trust inevitably suffers.

*
Your statement on page 10 that "[a]t least as
early as the 2013 stock promotion scandal, the
Company has labored under a cloud of mistrust
by the investment community."

Response: I believe this statement is both self-evident and
based on information disclosed in the preliminary proxy
statement. I refer you to my Response provided immediately
above.

Per your request, I have also reviewed the proxy statement
generally to make sure I have complied with the first
sentence of the comment.


6.
Refer to the last sentence in the fifth
paragraph of page 6. Please provide
supplemental support for the statement that
"...a lack of investor trust in management and
the Board is perpetually weighing down the
Company's prospects and has increased its
costs of capital."


Response: The full sentence states: "Those among us who are
long-term shareholders are keenly aware of how a lack of
investor trust in management and the Board is perpetually
weighing down the Company's prospects and has increased its
costs of capital." The preface to this sentence, what
"those among us who are long-term shareholders are keenly
aware of", suggests that the statement is presented as
fact. I submit that "a lack of investor trust in management
and the Board is perpetually weighing down the Company's
prospects" is a fact. See e.g.,
https://stocktwits.com/symbol/CYTR. I also submit that it
is self-evident that a lack of investor trust naturally
increases the cost of capital for a company who needs to
acquire new capital, which the Company has. Therefore, it
"has increased its costs of capital". However, I
acknowledge that reputational facts differ from many other
types of facts. Therefore, in an abundance of caution, I
will add the "in my opinion" preface to these facts.

7.
Refer to the eighth paragraph of page 6.
Please provide supplemental support for the
statement that the board decision to
(apparently) award options relating to all
remaining authorized shares of common stock
was "...not the result of thoughtful
consideration of the balancing of interests
between inside and outside shareholders nor of
the award size necessary to incentivize
performance, but was instead simply every
option that was available be awarded."


Response: I will add the "in my opinion" preface to the
negative facts. The statement declares what the decision of
the Board was not and what it instead was. The positive
facts (i.e., what is was) are clearly described in the
proxy statement. The negative facts (i.e., what it was not)
are rationale inferences from all of the disclosed facts. I
specifically refer you to the sixth paragraph of page 6
wherein the sheer enormity of the stock option awards are
placed in historical context with the Company's previous
awards. Moreover, I contend that, in this instance, the
positive and negative facts are mutually exclusive. In
these particular circumstances, a Company cannot award
every option that is available to be awarded and then
plausibly claim that thoughtful consideration went into
determining the amounts of the awards. Nonetheless, in an
abundance of caution, I will add the "in my opinion"
preface to these negative facts.


8.
Refer to the fifth paragraph of page 7. Your
disclosure does not allege any actions by the
company's officers or directors but is
included in a context in which you allege
other improper actions by company officers and
directors. Thus, please tell us what
consideration you have given to making an
explicit statement clarifying that you do not
know that company officers and directors
participated in the selling of large amounts
of stock, as described.
Response: I will make an explicit statement. However, I
think "participated" may not be the appropriate word to
disclaim. Given other allegations I have heard from other
investors, there are too many scenarios not involving
direct "participation" that nonetheless still achieve the
same beneficial result for the company's officers and
directors. I will change the suggested word "participated"
to "were involved or were even aware." And therefore, to
answer your direct question, one of the reasons there was
no explicit statement was that crafting an appropriate
explicit statement is both much harder than you suggest and
actually may invite more speculation regarding additional
undisclosed commonly-alleged improper conduct than if no
explicit statement were made at all.


9.
Refer to the third paragraph of page 9. Please
explain what you mean when you state that the
company "pre-approved" a charter amendment.
Are you referring to a requirement of state
law that a board approve an action that also
requires shareholder approval? If so, please
clarify.


Response: Yes. Done. I have borrowed the language directly
from the first paragraph of page 20 of the Company's first
Definitive Proxy Statement dated June 12, 2020.


10.
Please tell us why you include disclosure on
page 11 with respect to a proposal that the
company has determined not to act upon at the
annual meeting.


Response: This was an inartful transition from the previous
preliminary proxy statement to the present preliminary
proxy statement. In the interest of maintaining full and
fair disclosure, I feel it desirable for a person reading
my final definitive proxy statement to be aware of how the
Company's proposals for shareholder voting have changed
since its first Definitive Proxy Statement, especially
given that this history is entirely erased from the
Company's most recent preliminary proxy statement. I will
incorporate this history in other places and remove the
topic heading.


**********

I thank you for your consideration of my responses. If you
have any questions or would like to discuss any of the
information covered in this letter, please contact me at
(612) 290-7282.

Sincerely,



/s/ Jerald Hammann

Jerald Hammann
CytRx Shareholder
(612) 290-7282


U.S. Securities and Exchange Commission
August 7, 2020
Page 1