8-K

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): March 22, 2010

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 March 22, 2010, CytRx Corporation (“we,” “us,” “our” or the “Company”) entered into a stock redemption agreement with RXi Pharmaceuticals Corporation, pursuant to which RXi agreed to buy back from us 675,000 of our RXi shares at a price of $5.70 per share, resulting in cash proceeds to us of approximately $3.8 million.  RXi will complete the buyback in conjunction with a $16.2 million registered direct public offering by RXi of shares of RXi common stock and warrants to purchase RXi shares announced by RXi on March 23, 2010.  The stock redemption agreement with RXi also provides for RXi’s possible future buyback of up to an additional 135,000 of our RXi shares to the extent the warrants sold by RXi in its registered direct offering are exercised (and subject to our ownership of such shares at the time).  The buyback price of any of these additional RXi shares would be equal to the $6.00 exercise price per share of the RXi warrants.

In connection with entering into the stock redemption agreement, we waived our preemptive right to purchase the RXi securities sold in its registered direct offering and agreed with the purchasers of the RXi securities not to sell or otherwise dispose of any of our remaining RXi shares during the period ending May 24, 2010.

The buyback of our RXi shares is expected to close no later than March 26, 2010, subject to customary closing conditions.  After giving effect to RXi’s registered direct offering, we will continue to own approximately 5.1 million RXi shares, or 28% of the RXi shares outstanding immediately following these transactions.

A copy of our press release issued on March 23, 2010 regarding the transactions described in Item 1.01, above, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01.                      Financial Statements and Exhibits.

(d)           Exhibits.

There is filed as part of this report the exhibit listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.

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.

Date: March 25, 2010	By:	/s/ STEVEN A. KRIEGSMAN
		Steven A. Kriegsman
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	CytRx Corporation press release, dated March 23, 2010

EX-99.1

EXHIBIT 99.1

CytRx to Receive $3.8 Million from Sale of RXi Pharmaceuticals

Common Stock

– Balance Sheet Cash of CytRx Increased With No Stockholder Dilution –

– CytRx Maintains 28% Equity Interest in RXi Shares –

LOS ANGELES (March 23, 2010) – CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical company specializing in oncology, today announced that it has entered into a definitive agreement with RXi Pharmaceuticals Corporation (NASDAQ: RXII) under which RXi will buy back 675,000 of the RXi common shares held by CytRx at a price of approximately $5.70 per share, resulting in immediate cash proceeds of approximately $3.8 million to CytRx.  The RXi share buyback agreement will be completed in conjunction with a $16.2 million registered direct offering of RXi shares and warrants, which was announced today by RXi.  The agreement with CytRx also allows for CytRx’s possible sale to RXi of up to an additional 135,000 shares of CytRx’s RXi shares to the extent warrants sold by RXi in its registered direct offering are exercised.  The sale price of any additional CytRx shares would be equal to the $6.00 exercise price per share of the RXi warrants.  Upon completion of the buyback and RXi’s registered direct offering, CytRx will continue to own approximately 5.1 million RXi shares, or 28% of RXi’s outstanding shares following these transactions.

“This sale of our RXi shares reflects the ongoing successful execution of our strategy to use the value of our RNAi shares to fund internal oncology clinical development programs at CytRx,” said Steven A. Kriegsman, CytRx President and CEO.

“The fact that we were able to infuse the company with additional cash with no dilution to our stockholders represents the achievement of one of our key goals for 2010.  We have a very aggressive agenda this year with plans to commence up to five Phase 2 clinical trials with our oncology drug candidates INNO-206 and bafetinib, and to move forward with our clinical development of tamibarotene as a treatment for acute promyelocytic leukemia.”

“Upon completion of its direct offering, RXi will be well positioned to advance its RNAi therapeutic platform, which is beneficial to CytRx and its shareholders given our continued 28% stake in RXi,” he added.

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 relating to the ability to obtain regulatory approval for clinical testing of INNO-206, bafetinib, tamibarotene, the scope of clinical testing that may be required by regulatory authorities and the timing and outcome of further clinical trials, the risk that any future human testing of INNO-206 for pancreatic cancer, gastric cancer or soft tissue sarcomas, bafetinib for B-CLL, tamibarotene for APL, arimoclomol for ALS or stroke, or iroxanadine, might not produce results similar to those seen in past human or animal testing, risks related to CytRx's ability to manufacture its drug candidates in a timely fashion, cost-effectively or in commercial quantities in compliance with stringent regulatory requirements, risks related to CytRx's ability to 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 d evelopment efforts, including any future clinical development of INNO-206, bafetinib, tamibarotene, or the Company's molecular chaperone drug candidates, 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