0000799698-11-000006.txt : 20110311 0000799698-11-000006.hdr.sgml : 20110311 20110311082232 ACCESSION NUMBER: 0000799698-11-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110311 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110311 DATE AS OF CHANGE: 20110311 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: 11680249 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
 


 
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): March 11, 2011


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 (See General Instruction A.2 below):

¨ 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 2.02.                      Results of Operations and Financial Condition.
 
CytRx Corporation on March 11, 2011 issued a press release regarding its financial results for the year ended December 31, 2010. A copy of the press release is attached as Exhibit 99.1.
 
The information in this report and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
 
Item 9.01.  Financial Statements and Exhibits.
 
The exhibit listed on the accompanying Index to Exhibits is filed herewith.

 
 

 

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 11, 2011
By:
/s/ JOHN Y. CALOZ
 
   
John Y. Caloz
 
   
Chief Financial Officer
 
       

 
 

 

INDEX TO EXHIBITS

Exhibit
Description
99.1
Press Release dated March 11, 2011
EX-99 2 ex99-1.htm 2010 EARNINGS PRESS RELEASE ex99-1.htm
 
EXHIBIT 99.1

CytRx Reports 2010 Financial Results

Actively advancing development of its robust pipeline with eight oncology clinical trials underway or currently planned

Expects further progress in 2011 toward goal of becoming a major oncology company

LOS ANGELES (March 11, 2011) CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical company specializing in oncology, today reported financial results for the 12 months ended December 31, 2010, and provided a business update.

“We are extremely proud of our significant accomplishments during the past year that move us toward our goal of becoming a major oncology company with approved drugs in the multi-billion dollar cancer treatment market," said Steven A. Kriegsman, CytRx President and CEO.  "We now have eight clinical trials either underway or currently planned with our three highly promising development compounds, each of which is designed to have advantages over currently marketed oncology drugs.  We are conducting our clinical programs in late-stage cancers, providing for a rapid, cost-effective pathway to determine efficacy.  Some preliminary data may be available as soon as the first half of this year.”

The following reflects the current status of CytRx’s clinical trial programs:
 
Product Candidate
Indication
Trial Status
Bafetinib
High-risk B-cell chronic lymphocytic leukemia (B-CLL)
Phase 2
 
Advanced prostate cancer
Phase 2
 
Brain cancer
Phase 1
     
Tamibarotene
Non-small-cell lung cancer
Phase 2
 
Acute promyelocytic leukemia (APL)
Phase 2 pivotal trial
   
 
     
INNO-206
Soft tissue sarcomas
Phase 2 in 2H11
 
Pancreatic cancer
Phase 2 in 2H11
 
“We are positioned to make exceptional progress this year,” Mr. Kriegsman added.  “We have experienced management with significant oncology expertise carrying out a well-focused strategy aimed at expeditiously advancing our clinical oncology programs.  We believe our cash resources are sufficiently strong to fund our operations for the foreseeable future.

“We are executing on our program to boost our financial resources by monetizing our non-oncology assets.  We have now completed our sale of common stock in RXi Pharmaceuticals, successfully raising a total of approximately $17 million from our former RNAi assets.  We recently announced that we expect to receive approximately 191,000 shares of common stock of ADVENTRX Pharmaceuticals upon the closing of their acquisition of our 19.1% stake in SynthRx.  If all milestones under that agreement are achieved, we could receive up to 2.9 million additional shares of ADVENTRX.  The last sale price of ADVENTRX shares on the NYSE Amex on March 9, 2011 was $2.06.”

 
 
 

 
Full Year 2010 Financial Results

CytRx reported net income for the year ended December 31, 2010 of $0.4 million, or $0.00 per basic and diluted share, based on 109.5 million and 111.4 million weighted shares outstanding.  Net income for 2010 included the sale of CytRx’s remaining shares of common stock in RXi Pharmaceuticals Corporation (NASDAQ: RXII) for $15.8 million and a recognized gain of $0.9  million on the valuation of warrant derivative liability related to warrants issued in July 2009.  The Company reported a net loss for the year ended December 31, 2009 of $4.8 million, or $0.05 per share, based on 100.0 million weighted shares outstanding.

CytRx reported revenues of $0.1 million for 2010, compared with $9.5 million in 2009, which consisted of $9.4 million of deferred service revenue recognized from CytRx's 2006 $24.3 million royalty transaction with the ALS Charitable Remainder Trust or ALSCRT.  Pursuant to an amendment signed between CytRx and the beneficiary of the ALSCRT in August 2009, the Company recognized the remaining revenue from this transaction as service revenue in 2009.

Research and development (R&D) expenses were $8.5 million for 2010, compared with $7.5 million for 2009.  The increase in R&D expenses was due to the ramp up of the Company's oncology clinical trials.  R&D expenses in 2010 included approximately $2.0 million for INNO-206 clinical programs, approximately $2.7 million for bafetinib clinical programs, $1.4 million for tamibarotene clinical program, approximately $2.1 million for general operation of clinical programs and $0.3 million of non-cash expenses.

General and administrative (G&A) expenses were $8.2 million for 2010, compared with $9.1 million for 2009.  Due to more efficient management of our operations and a decrease in stock option expense, G&A expenses were lower in 2010 than in 2009.

Depreciation and amortization expenses for 2010 were $0.1 million, compared with $0.5 million for 2009, which included depreciation of the Company’s laboratory equipment disposed of due to the completion of its research activities at its San Diego laboratory facility.

CytRx reported cash, cash equivalents and marketable securities, and proceeds from the sale of RXi Pharmaceuticals common shares totaling $33.8 million as of December 31, 2010, which represented an increase over the $32.6 million reported as of December 31, 2009.

About CytRx's Oncology Portfolio

CytRx has a pipeline of oncology drug compounds that offer broad market opportunities, including bafetinib, tamibarotene and INNO-206.

Bafetinib

CytRx holds rights to bafetinib (formerly known as INNO-406) in all territories except Japan. Bafetinib is a potent, orally available, rationally designed, dual Bcr-Abl and Lyn kinase inhibitor.  CytRx recently announced initiation of two Phase 2 proof-of-concept clinical trials to evaluate the efficacy and safety of bafetinib (formerly known as INNO-406) in patients with high-risk B-cell chronic lymphocytic leukemia (B-CLL) and advanced prostate cancer, and a pharmacokinetic clinical trial in patients with brain cancer. 

Bafetinib was developed as a third-line treatment for patients with CML and certain forms of acute myeloid leukemia (AML) that are refractory or intolerant of other approved treatments.  In November 2008, CytRx announced that bafetinib demonstrated clinical responses in patients with CML in an international, open-label Phase 1 dose-ranging clinical trial conducted in patients with CML and other leukemias that have a certain mutation called the Philadelphia Chromosome (Ph+) and are intolerant of or resistant to Gleevec® and, in some cases, second-line tyrosine kinase inhibitors such as dasatinib and nilotinib. In April 2010, the Company announced that bafetinib had received official notification from the Committee for Orphan Medicinal Products (COMP) of the European Medicines Agency (EMEA) that a positive opinion was made regarding the application for orphan medicinal product status for the treatment of chronic myeloid leukemia (CML). Bafetinib also has been granted Orphan Drug Status for the treatment of Philadelphia chromosome-positive (Ph+) CML by the U.S. Food and Drug Administration (FDA).
 

 
 
 

 
Tamibarotene

CytRx holds the North American and European rights to tamibarotene as a treatment for certain cancers.  Tamibarotene is an orally available, rationally designed, synthetic retinoid compound designed to potentially avoid toxic side effects by binding to its molecular target more selectively than all-trans retinoic acid (ATRA), the current first-line treatment for APL. Tamibarotene is being evaluated for efficacy and safety in a Phase 2 trial as a third-line treatment for APL, and in a Phase 1/2 dose escalation trial in combination with arsenic trioxide (ATO) in relapsed APL to determine maximum dose and dose-limiting toxicity.  The U.S. Food and Drug Administration (FDA) has granted Orphan Drug Designation for APL and Fast Track Designation for the treatment of adult patients with relapsed or refractory APL following treatment with ATRA and ATO. Tamibarotene also has been granted orphan medicinal product status by the European Medicines Agency for the treatment of APL. The estimated annual market potential in the U.S. and Europe for tamibarotene as a treatment for refractory, maintenance and front-line therapy in APL is up to $150 million.  In addition, the Company has announced initiation of a Phase 2 clinical trial of tamibarotene as a treatment for stage IIIb and IV non-small-cell lung cancer.

INNO-206

INNO-206 is a tumor-targeting pro-drug of the commonly prescribed chemotherapeutic doxorubicin and was designed to reduce adverse events by controlling release and preferentially targeting the tumor.  The Company has announced plans to initiate two Phase 2 clinical trials of INNO-206 in patients with soft tissue sarcomas and pancreatic cancer upon completion of an abbreviated safety study.  In a Phase 1 study, doses were administered at up to six times the standard dosing of doxorubicin without an increase in observed side effects over those historically seen with doxorubicin.  Objective clinical responses were seen in patients with sarcoma, breast and lung cancers.  The Company also has announced that INNO-206 demonstrated statistically significant results in animal models of breast cancer, small cell lung cancer, pancreatic cancer and ovarian cancer.

About CytRx Corporation

CytRx Corporation is a biopharmaceutical research and development oncology company engaged in the development of high-value human therapeutics.  The CytRx oncology pipeline includes three programs in clinical development for cancer indications: bafetinib, tamibarotene and INNO-206. The Company is evaluating bafetinib in the ENABLE Phase 2 clinical trial in high-risk B-cell chronic lymphocytic leukemia (B-CLL) and the PROACT Phase 2 clinical trial in advanced prostate cancer, and is conducting a pharmacokinetic clinical trial in brain cancer.  With its tumor-targeting pro-drug candidate INNO-206, CytRx plans to initiate Phase 2 proof-of-concept clinical trials as a treatment for pancreatic cancer and soft tissue sarcomas, following an abbreviated safety trial. CytRx's pipeline also includes tamibarotene, which it is testing in patients with non-small-cell lung cancer and which is in a registration clinical trial as a treatment for acute promyelocytic leukemia (APL).  In addition to its core oncology programs, CytRx owns rights to two drug candidates based on its molecular chaperone regulation technology.  These candidates are designed to repair or degrade mis-folded proteins associated with disease.  The Company’s current business strategy is to seek one or more strategic partnerships to pursue the development of that technology or the outright sale of the molecular chaperone business.  For more information on the Company, visit http://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 relating to the ability to obtain regulatory approval for clinical testing of INNO-206, bafetinib or 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 or soft tissue sarcomas, bafetinib for B-CLL or advanced prostate cancer, or tamibarotene for APL or solid tumors, 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 one or more transactions to advance development of its molecular chaperone assets, risks related to the timing and closing of the acquisition of the Company’s 19.1% ownership interest in SynthRx, risks related to CytRx's need for additional capital or strategic partnerships to fund its ongoing working capital needs and development efforts, including any future clinical development of INNO-206, Bafetinib or tamibarotene, 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.
 

 
 

 

CYTRX CORPORATION
CONSOLIDATED BALANCE SHEETS
   
December 31,
 
 
 
2010
   
2009
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 6,324,430     $ 9,893,590  
Marketable securities
    20,567,861       22,750,000  
Proceeds from sale of RXi, received January 6, 2011
    6,938,603        
Receivable
    259,006       139,680  
Income taxes recoverable
    519,158       519,158  
Interest receivable
    117,624       130,779  
Assets held for sale
          73,634  
Prepaid expenses and other current assets
    1,247,145       1,088,074  
Total current assets
    35,973,827       34,594,915  
Equipment and furnishings, net
    319,191       174,959  
Goodwill
    183,780       183,780  
Other assets
    220,292       323,235  
Total assets
  $ 36,697,090     $ 35,276,889  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 1,027,924     $ 1,066,055  
Accrued expenses and other current liabilities
    2,663,910       2,492,450  
Warrant liabilities
    2,437,281       3,370,701  
Total current liabilities
    6,129,115       6,929,206  
Commitment and contingencies
 
               
Stockholders’ equity:
               
Preferred Stock, $.01 par value, 5,000,000 shares authorized, including 15,000 shares of Series A Junior Participating Preferred Stock; no shares issued and outstanding
           
Common stock, $.001 par value, 175,000,000 shares authorized; 109,840,445  and 109,538,821 shares issued and outstanding at December 31, 2010 and 2009, respectively
    109,840       109,539  
Additional paid-in capital
    229,253,122       227,441,591  
Treasury stock, at cost (633,816 shares held, at December 31, 2010 and 2009, respectively)
    (2,279,238 )     (2,279,238 )
Accumulated deficit
    (196,515,749 )     (196,924,209 )
Total stockholders’ equity
    30,567,975       28,347,683  
Total liabilities and stockholders’ equity
  $ 36,697,090     $ 35,276,889  


 
 

 

CYTRX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

   
Years Ended December 31,
 
 
 
2010
   
2009
   
2008
 
Revenue:
                 
Service revenue
  $     $ 9,400,397     $ 6,166,150  
Licensing revenue
    100,000       100,000       100,000  
      100,000       9,500,397       6,266,150  
Expenses:
                       
Research and development
    8,506,937       7,541,998       10,465,591  
General and administrative
    8,235,993       9,127,845       10,932,522  
In-process research and development
                8,012,154  
Depreciation and amortization
    107,666       475,316       624,980  
      16,850,596       17,145,159       30,035,247  
Loss before other income
    (16,750,596 )     (7,644,762 )     (23,769,097 )
Other income:
                       
Interest and dividend income
    303,592       349,490       1,203,629  
Other income, net
    95,827       93,950       219,489  
Gain on warrant derivative liability
    933,420       656,905        
Gain on sale of affiliate’s shares - RXi Pharmaceutical
    15,826,217       1,224,951        
Equity in loss of affiliate – RXi Pharmaceutical
                (3,915,514 )
                         
Net profit (loss) before provision for income taxes
    408,460       (5,319,466 )     (26,261,493 )
Income tax expense (benefit)
          519,158       (873,003 )
Net profit (loss)
    408,460       (4,800,308 )     (27,134,496 )
Deemed dividend for anti-dilution adjustments made to outstanding common stock warrants
                (756,954 )
Net profit (loss)
    408,460       (4,800,308 )     (27,891,450 )
          Add: Loss of noncontrolling interest
                88,375  
Net profit (loss) attributable to CytRx Corporation
  $ 408,460     $ (4,800,308 )   $ (27,803,075  
Basic and diluted profit (loss) per share
  $ 0.00     $ (0.05 )   $ (0.30 )
Basic weighted average shares outstanding
    109,484,492       99,978,124       91,383,934  
Diluted weighted average shares outstanding
    111,442,278       99,978,124       91,383,934  


# # #


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