0000799698-12-000020.txt : 20120510 0000799698-12-000020.hdr.sgml : 20120510 20120510082822 ACCESSION NUMBER: 0000799698-12-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120510 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120510 DATE AS OF CHANGE: 20120510 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: 12827814 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): May 10, 2012


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 1.01. Entry into a Material Definitive Agreement
 
On May 10, 2012, CytRx Corporation (the “Company”) entered into a Fourth Amended and Restated Employment Agreement with its President and Chief Executive Officer, Steven A. Kriegsman, for the purpose of amending certain change of control provisions to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
 
Item 2.02. Results of Operations and Financial Condition.
 
On May 10, 2012, CytRx Corporation issued a press release regarding its financial results for the quarter ended March 31, 2012. 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: May 10, 2012
By:
/s/ JOHN Y. CALOZ
 
   
John Y. Caloz
 
   
Chief Financial Officer
 
       

 
 

 

INDEX TO EXHIBITS

Exhibit
Description
99.1
Press Release dated May 10, 2012
EX-99.1 2 ex99-1.htm ex99-1.htm
EXHIBIT 99.1
 

CytRx Reports First Quarter 2012 Financial Results

INNO-206 clinical trial data to be presented at ASCO 2012

Recently initiated a Phase 2 clinical trial with INNO-206 in pancreatic cancer

Continues strategy of rapidly and cost-effectively advancing oncology portfolio with world-class investigators


LOS ANGELES (May 10, 2012) CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical company specializing in oncology, today reported financial results for the three months ended March 31, 2012, and provided a business update.

“We are delighted with recent developments that have strengthened and advanced our program with INNO-206, a proprietary doxorubicin tumor-targeting conjugate,” said President and Chief Executive Officer Steven A. Kriegsman.  “Last month, we initiated a Phase 2 clinical trial in patients with advanced pancreatic ductual adenocarcinomas who have either relapsed or did not respond to other chemotherapies. We are gratified that the renowned pancreatic cancer expert Dr. Daniel Von Hoff, Physician-in-Chief and Distinguished Professor at the Translational Genomics Research Institute, is serving as principal investigator for this trial.

“Also last month we announced the issuance of a key U.S. patent that provides significant intellectual property protection for the INNO-206 linker platform. The INNO-206 technology consists of a single molecule that, when attached to a chemotherapeutic agent such as doxorubicin, links the agent to circulating albumin which then concentrates the agent to the tumor site to destroy the cancer cells.  We hold exclusive worldwide rights to this linker technology with proven affinity to couple with certain classes of chemotherapeutic agents beyond doxorubicin, making it essentially its own product pipeline with blockbuster potential.

“We look forward to the presentation of data from our Phase 1b/2 clinical trial in patients with advanced solid tumors, primarily soft tissue sarcomas, at the prestigious American Society of Clinical Oncology (ASCO) meeting on Sunday, June 3, 2012 in Chicago, Illinois. Dr. Sant Chawla, Director of the Sarcoma Oncology Center in Santa Monica, California and a prominent expert in soft tissue sarcoma treatment, will be presenting the data. On Monday, June 4, 2012, the Company’s management and Dr. Chawla will hold an investor call to discuss the clinical results presented at ASCO and next steps with the INNO-206 program in soft tissue sarcoma.

“We are pleased to be working in association with world-class investigators such as Drs. Von Hoff and Chawla to advance the clinical development of our promising oncology portfolio expeditiously and cost-effectively,” said Mr. Kriegsman.

 
 
 

 
 
In April 2012 CytRx announced that it was granted an extension to remain listed on The NASDAQ Capital Market, contingent upon the Company demonstrating compliance with the minimum bid price requirement, as set forth in Listing Rule 5550(a)(2), by May 30, 2012, and also remaining in compliance on that date with NASDAQ's other continued listing requirements. The Company has requested in its Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 2, 2012 that its stockholders approve a proposal for a reverse split of the Company's common stock in order to maintain the listing of its common stock on The NASDAQ Capital Market. The stockholder vote on the reverse stock split proposal will be announced at the Company's 2012 Annual Meeting of Stockholders to be held on Monday, May 14, 2012 in Los Angeles.

First Quarter 2012 Financial Results

The net loss for the first quarter of 2012 was $10.1 million, or $0.07 per share, and included a recognized non-cash loss of $3.9 million from the change in value of the warrant derivative liability. The net loss for the first quarter of 2011 was $6.3 million, or $0.06 per share, which included a recognized non-cash gain of $0.6 million from the change in value of the warrant derivative liability.

Research and development (R&D) expenses were $4.4 million for the first quarter of 2012 and included $2.7 million in expenses for INNO-206, $0.8 million in expenses for tamibarotene and $0.1 million in expenses for bafetinib. R&D expenses for the first quarter of 2011 were $4.8 million.

General and administrative (G&A) expenses remained relatively unchanged at $1.9 million and $2.0 million for the first quarters of 2012 and 2011, respectively. G&A expenses included $0.2 million of non-cash stock-compensation expense for both quarters.

CytRx reported cash, cash equivalents and marketable securities of $32.0 million as of March 31, 2012, compared with $36.0 million as of December 31, 2011.

About CytRx Corporation

CytRx Corporation is a biopharmaceutical research and development company specializing in oncology. The CytRx oncology pipeline includes three programs in clinical development for cancer indications: INNO-206, tamibarotene and bafetinib. With its tumor-targeted doxorubicin conjugate INNO-206, CytRx has initiated an international Phase 2b clinical trial as a treatment for soft tissue sarcomas, has completed its ongoing Phase 1b/2 clinical trial primarily in the same indication, and recently initiated a Phase 2 trial for patients with advanced pancreatic ductual adenocarcinomas. CytRx's pipeline also includes tamibarotene, which it is testing in a double-blind, placebo-controlled, international Phase 2b clinical trial in patients with non-small-cell lung cancer, and which is in a clinical trial as a treatment for acute promyelocytic leukemia (APL). The Company completed its evaluation of bafetinib in the ENABLE Phase 2 clinical trial in high-risk B-cell chronic lymphocytic leukemia (B-CLL), and plans to seek a partner for further development of bafetinib. For more information about 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 relating to the outcome, timing and results of CytRx's clinical trials, including the Phase 1b/2 clinical trial with INNO-206 in patients with advanced solid tumors, the international Phase 2b clinical trial with INNO-206 in patients with soft tissue sarcomas, the Phase 2 clinical trial with INNO-206 in patients with pancreatic cancer and the international Phase 2b clinical trial with tamibarotene in patients with non-small-cell lung cancer, risks related to the ability to obtain regulatory approval for any future clinical testing of INNO-206, tamibarotene or bafetinib, uncertainties regarding whether, based on the INNO-206 Phase 1b/2 data and consultations with the FDA, CytRx will be permitted to conduct a Phase 3 clinical trial with INNO-206 as a second-line treatment for STS, 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, tamibarotene or bafetinib might not produce results similar to those seen in past human or animal testing, risks related to the Company’s ability to maintain its listing on the NASDAQ Capital Market, 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 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, tamibarotene or bafetinib, 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.

Investor Relations
Legend Securities, Inc.
Thomas Wagner
800-385-5790 x152
718-233-2600 x152
twagner@legendsecuritiesinc.com

 [Financial tables to follow]





 
 

 

CYTRX CORPORATION
CONSOLIDATED BALANCE SHEETS

   
March 31, 2012
   
December 31, 2011
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 16,916,696     $ 17,988,590  
Marketable securities
    15,067,770       18,057,672  
Receivable
    3,379       175,704  
Interest receivable
    11,555       41,275  
Prepaid expenses and other current assets
    800,481       1,017,799  
Total current assets
    32,799,881       37,281,040  
Equipment and furnishings, net
    267,432       266,335  
Goodwill
    183,780       183,780  
Other assets
    129,566       123,268  
Total assets
  $ 33,380,659     $ 37,854,423  
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
                 
Accounts payable
  $ 2,609,267     $ 2,074,463  
Accrued expenses and other current liabilities
    5,703,486       4,786,956  
Warrant liabilities
    10,627,100       6,738,934  
Total current liabilities
    18,939,853       13,600,353  
Commitment and contingencies
 
               
Stockholders’ equity:
               
Preferred Stock, $.01 par value, 5,000,000 shares authorized, including 25,000 shares of Series A Junior Participating Preferred Stock; no shares issued and outstanding
           
Common stock, $.001 par value, 250,000,000 shares authorized; 149,060,885 shares issued and outstanding at each of March 31, 2012 and December 31, 2011
    149,057       149,057  
Additional paid-in capital
    237,646,160       237,324,545  
Treasury stock, at cost (633,816 shares)
    (2,279,238 )     (2,279,238 )
Accumulated deficit
    (221,075,173 )     (210,940,294 )
Total stockholders’ equity
    14,440,806       24,254,070  
Total liabilities and stockholders’ equity
  $ 33,380,659     $ 37,854,423  


 
 

 

CYTRX CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS


   
Three Months Ended
March 31,
 
   
2012
   
2011
 
Revenue:
           
License revenue
  $     $  
 
Expenses:
               
Research and development
    4,401,515       4,820,708  
General and administrative
    1,914,715       2,049,463  
      6,316,230       6,870,171  
                 
Loss before other income
    (6,316,230 )     (6,870,171 )
Other income:
               
Interest income
    35,458       55,428  
Other income, net
    34,059       37,031  
Loss (gain) on warrant derivative liability
    (3,888,166 )     600,473  
Loss before provision for income taxes
    (10,134,879 )     (6,177,239 )
Provision for income taxes
          97,996  
Net loss
  $ (10,134,879 )   $ (6,275,235 )
                 
                 
Basic and diluted  net loss per share
  $ (0.07 )   $ (0.06 )
                 
Basic and diluted weighted-average shares outstanding
    148,427,069       109,213,838  


# # #
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