-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A6yGbTo0y1vZcONpU+gi5N+DKIE5V8+okQ3Y/rJIw5IF5ZBa1DDJBSsKLeDQx2aU qfLdp9/+rOP6LUBUw5LV3w== 0000799698-09-000021.txt : 20091015 0000799698-09-000021.hdr.sgml : 20091015 20091014175403 ACCESSION NUMBER: 0000799698-09-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091012 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091015 DATE AS OF CHANGE: 20091014 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CYTRX CORP CENTRAL INDEX KEY: 0000799698 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 581642750 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-15327 FILM NUMBER: 091120004 BUSINESS ADDRESS: STREET 1: 11726 SAN VICENTE BOULEVARD STREET 2: SUITE 650 CITY: LOS ANGELES STATE: CA ZIP: 90049 BUSINESS PHONE: 310-826-5648 MAIL ADDRESS: STREET 1: 11726 SAN VICENTE BOULEVARD STREET 2: SUITE 650 CITY: LOS ANGELES STATE: CA ZIP: 90049 8-K 1 form8-k.htm form8-k.htm
 
 

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 (Earliest Event Reported): October 12, 2009


CYTRX CORPORATION
(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-15327
(Commission File Number)
 
58-1642740
(I.R.S. Employer Identification No.)
11726 San Vicente Boulevard, Suite 650
Los Angeles, California
(Address of Principal Executive Offices)
 
90049
(Zip Code)

(310) 826-5648
(Registrant’s Telephone Number, Including Area Code)

______________________________


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))

 
 

 
 
 

ITEM 1.01                      Entry into a Material Definitive Agreement.
 
On October 12, 2009, we entered into an employment agreement with Daniel Levitt, MD, PhD, under which we agreed to employ Dr. Levitt through December 31, 2010 as our Chief Medical Officer.  In connection with entering into the employment agreement, we granted Dr. Levitt a ten-year non-qualified stock option under our 2000 Long-Term Incentive Plan to purchase up to 500,000 shares of our common stock at an exercise price of $1.06 per share, which equaled the market price of our common stock on October 12, 2009 as reported in The NASDAQ Stock Market.  The option will vest ratably in 36 equal monthly installments commencing on the first monthly anniversary of the grant date and continuing on each successive monthly anniversary of the grant date until the option becomes fully vested, subject to Dr. Levitt remaining in our continuous employ through such monthly vesting periods.
 
Under his employment agreement, Dr. Levitt is entitled to a base annual salary of $375,000.  Dr. Levitt also is eligible to receive an annual bonus for 2010 of not less than 25% of his base salary at the time the bonus is paid.  In the event we terminate Dr. Levitt’s employment without “cause” (as defined in his employment agreement), we agree to pay him a lump-sum severance amount equal to six months’ base annual salary under his employment agreement.
 
ITEM 9.01                      Financial Statements and Exhibits.
 
(c)           Exhibits
 
The following exhibit is filed as part of this report:
 
99.1           CytRx Corporation press release dated October 13, 2009.
 

 

 
 
 

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
 
By:  /s/ John Y. Caloz
    John Y. Caloz
    Chief Financial Officer
   
    Dated:           October 13, 2009
 
  

 

 
 
 

EXHIBIT INDEX
 
Exhibit No.
  
Description
     
99.1
  
CytRx Corporation press release dated October 13, 2009.


 

 
 
 

EX-99.1 2 ex99-1.htm ex99-1.htm
 

Exhibit 99.1

CytRx Fortifies Executive Suite with Addition of Chief Medical Officer
– Prominent Clinical Development Expert, Daniel Levitt, MD, Ph.D., Joins as Chief Medical Officer –


LOS ANGELES (October 13, 2009) – CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical company, has added a major talent to its executive suite today by announcing that internationally prominent scientific management, clinical and regulatory expert Daniel Levitt, MD, Ph.D., has joined the company as Chief Medical Officer. This position is pivotal in defining, building and protecting the company’s market franchise, and is therefore instrumental in strengthening stockholder interests. With leadership responsibility over all CytRx drug development programs, Dr. Levitt brings more than 24 years of senior management experience, spearheading numerous drug development programs to commercialization at leading biotechnology and pharmaceutical companies.

“We are delighted that such a well-respected, highly successful, multifaceted professional such as Daniel has joined our executive team at this critical juncture as we move multiple clinical programs toward potential commercialization,” said CytRx President and CEO Steven A. Kriegsman.  “Daniel has successfully piloted drug programs through the clinical and regulatory process, resulting in marketing approvals.  Notable among these, he played instrumental roles in the clinical development of several generations of novel cytokines, humanized antibodies and small molecules, as president of Protein Design Labs, global leader of oncology drug development at Sandoz Pharmaceuticals and director of clinical oncology at Hoffmann-LaRoche.  In addition to clinical and regulatory oversight, he brings a full breadth of experience encompassing quality and manufacturing, as well as strategic business development – all key areas for CytRx in advancing our extensive drug pipeline."

“During my brief interactions with CytRx as a consultant, I have become acquainted with the Company’s broad development pipeline. I am quite pleased to now have the opportunity to lead these programs,” said Dr. Levitt.  “I am looking forward to using my skills to advance the development of several potentially important oncology drug candidates, such as tamibarotene as a treatment for acute promyelocytic leukemia (APL) and INNO-206, a drug that has shown statistically significant tumor shrinkage in several cancers in murine tumor models, as well as overseeing the next steps in arimoclomol’s development through partnerships, licensing and internal development.”

Dr. Levitt has been consulting with several biotechnology and pharmaceutical companies since early 2009, after serving as Executive Vice President, Research and Development at Cerimon Pharmaceuticals, Inc., where he implemented three Phase III pivotal trials.  Prior to that, he was Chief Medical Officer and Head of Clinical and Regulatory Affairs at Dynavax Technologies Corporation, managing clinical trials for four programs and overseeing multi-country regulatory strategies.  Dr. Levitt was also Chief Operating Officer and Head of Research and Development at Affymax, Inc., where he spearheaded all aspects of that company’s research, development, and commercialization operations.  He spent six years at Protein Design Labs, Inc., completing his tenure as that firm’s President and Head of Research and Development.  His past experience includes Head of  Drug Development at Geron Corporation, and Head of the Cytokine Development Unit and Global Clinical Oncology at Sandoz Pharmaceuticals Ltd., and as Director, Clinical Oncology and Immunology at Hoffmann-LaRoche, Inc.

Dr. Levitt graduated Magna Cum Laude and Phi Beta Kappa with a Bachelor of Arts degree from Brandeis University.  He earned both his medical degree and his doctorate degree in Biology from the University of Chicago Pritzker School of Medicine.  Dr. Levitt has received 10 major research awards and authored or co-authored nearly 200 papers and abstracts.

About CytRx Corporation
CytRx Corporation is a biopharmaceutical research and development company engaged in the development of high-value human therapeutics. The CytRx drug development pipeline includes programs in clinical development for cancer indications, including tamibarotene in a registration study for the treatment of acute promyelocytic leukemia (APL). In addition, CytRx is developing two drug candidates based on its industry-leading molecular chaperone technology, which aims to repair or degrade misfolded proteins associated with disease. CytRx also maintains a 36% equity interest in publicly traded RXi Pharmaceuticals, Inc. (NASDAQ:RXII). For more information on the Company, visit www.cytrx.com.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks related to CytRx’s ability to commercialize any of CytRx’s current drug candidates or enter into partnerships or other transactions to advance the clinical development of its portfolio of drug candidates, risks related to CytRx's need for additional capital or strategic partnerships to fund its ongoing working capital needs and development efforts, risks related to the future market value of CytRx's investment in RXi and the liquidity of that investment, and the risks and uncertainties described in the most recent annual and quarterly reports filed by CytRx with the Securities and Exchange Commission and current reports filed since the date of CytRx's most recent annual report. All forward-looking statements are based upon information available to CytRx on the date the statements are first published. CytRx undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For Additional Information:
Legend Securities, Inc.
Thomas Wagner
800-385-5790 x152
718-233-2600 x152
twagner@legendsecuritiesinc.com


 
 
 

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