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): December 13, 2016

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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Operating Officer

At a meeting held on December 14, 2016, the board of directors of CytRx Corporation ("we," "us," "our," "CytRx" or the "company") appointed Daniel J. Levitt, M.D., Ph.D., our Executive Vice President and Chief Medical Officer to the office of Chief Operating Officer.  Dr. Levitt will continue to serve as our Chief Medical Officer. In connection with his promotion, the Compensation Committee of our board of directors approved a cash bonus to Dr. Levitt of $625,000 payable on January 15, 2017.

Annual Year-end Bonus and Equity Incentive Awards and Director Fees

At a meeting held on December 13, 2016, the Compensation Committee of our board of directors made its year-end cash bonus and equity awards for the fiscal year ending December 31, 2016, including a cash bonus award of $312,500 to Dr. Levitt and a cash bonus award to Steven A. Kriegsman, our Chairman and Chief Executive Officer, of $150,000, the minimum bonus called for under his employment agreement. The Compensation Committee also granted to our executive officers on December 15, 2016 stock options under our 2008 Equity Incentive Plan to purchase a total of up to 2,150,000 shares of our common stock at an exercise price of $0.43 per share, the closing price of our common stock as reported on The NASDAQ Capital Market on the date of grant.  The Compensation Committee also awarded to Mr. Kriegsman under our 2008 Equity Incentive Plan $1,000,000 of restricted shares of our common stock valued at the closing price of our common stock on December 15, 2016. The restricted shares will vest in equal installments on the first three anniversaries of the award date.

ITEM 7.01Regulation FD Disclosure

On December 19, 2016, we issued a press release announcing Dr. Levitt's appointment as our Chief Operating Officer. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

ITEM 8.01Other Events

On December 16, 2016, we completed our previously announced registered direct offering of 11,540,741 shares of our common stock and 3,300 shares of our newly-created Series B Convertible Preferred Stock, which we sometimes refer to as Series B shares, for gross proceeds of $8.1 million.  As a result of this offering, we have outstanding 108,530,171 shares of our common stock, excluding 7,857,143 shares of our common stock issuable upon conversion of our outstanding Series B shares.

ITEM 9.01Exhibits

(d)Exhibits

There are filed as part of this report the exhibits 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.

	CYTRX CORPORATION
Date: December 19, 2016	By:	/s/ JOHN Y. CALOZ
		John Y. Caloz
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of CytRx Corporation issued December 19, 2016

##

EX-99.1

EXHIBIT 99.1

CytRx Appoints Chief Medical Officer Dr. Daniel Levitt as Chief Operating Officer

LOS ANGELES – December 19, 2016 – CytRx Corporation (NASDAQ:CYTR), a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing new therapeutics to treat patients with cancer, has appointed Daniel Levitt, M.D., Ph.D., the Company's current Executive Vice President and Chief Medical Officer, to the newly created role of Chief Operating Officer.  Going forward, Dr. Levitt will continue to serve as CytRx's Chief Medical Officer, a role he has held in since joining CytRx in 2009.

"Dan has long been a valuable member of the senior leadership team and his appointment as Chief Operating Officer and Chief Medical Officer only strengthens our ability to successfully implement our strategic goals," said Steven A. Kriegsman, CytRx's Chairman and Chief Executive Officer.  "Dan has been leading the aldoxorubicin development team which just announced positive Phase 3 results in patients with relapsed or refractory soft tissue sarcomas.  His strong track record of leading programs from discovery through regulatory review, approval and launch will be key in guiding us through the U.S. Food and Drug Administration approval process for aldoxorubicin."

"I'm honored to add the role of Chief Operating Officer at such a critical time for both aldoxorubicin and CytRx," said Dr. Levitt.  "The recently-announced Phase 3 results represent an important option for sarcoma patients and we plan on sharing the data with the FDA.  Our exciting new platform technology, LADR™, that will allow us to link ultra-potent chemotherapy agents to circulating albumin, has the potential to be a breakthrough for the treatment of a number of therapeutically difficult cancers. Leading CytRx's discovery, clinical and regulatory teams is exciting as we work to develop a valuable treatment option for patients suffering with soft tissue sarcomas, a difficult group of cancers."

About Soft Tissue Sarcoma

Soft tissue sarcoma is a cancer occurring in muscle, fat, blood vessels, tendons, fibrous tissues and connective tissue.  It can arise anywhere in the body at any age.  STS remains a high unmet medical need because of the difficulty in treating the more than 50 types of this aggressive cancer. According to the American Cancer Society, in 2016 more than 12,300 new cases were diagnosed in the U.S. and approximately 5,000 Americans died from this disease. In addition, approximately 40,000 new cases and 13,000 deaths in the U.S. and Europe are part of a growing underserved market.

About Aldoxorubicin

Aldoxorubicin is a rationally-engineered cytotoxic which combines doxorubicin, a widely used chemotherapeutic agent, with a novel linker molecule that binds directly and specifically to circulating albumin, the most abundant protein in the bloodstream.  Protein-hungry tumors concentrate albumin, which facilitates the delivery of the linker molecule with the attached doxorubicin to tumor sites. In the acidic environment of the tumor, but not the neutral environment of healthy tissues, doxorubicin is released. Typically, doxorubicin is delivered systemically and is highly toxic, which limits its dose to a level below its maximum therapeutic benefit. Doxorubicin also is associated with many side effects, especially the potential for damage to heart muscle at cumulative doses greater than 450 mg/m². Using this acid-sensitive linker technology, aldoxorubicin delivers greater doses of doxorubicin (3 ½ to 4 times). To date, there has been no evidence of clinically significant effects of aldoxorubicin on heart muscle, even at cumulative doses in excess of 6,500 mg/m² of doxorubicin equivalents. Aldoxorubicin is the first-ever single agent to show superiority over doxorubicin in a randomized clinical trial in first-line STS.

AboutCytRx Corporation

CytRx Corporation is a biopharmaceutical research and development company specializing in oncology. CytRx currently is focused on the clinical development of aldoxorubicin, its improved version of doxorubicin. CytRx is also expanding its pipeline of oncology candidates at its laboratory facilities in Freiburg, Germany, through its LADR™ (Linker Activated Drug Release) technology platform, a discovery engine designed to leverage CytRx's expertise in albumin biology and linker technology for the development of a new class of anti-cancer therapies.

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 final results of CytRx's clinical testing of aldoxorubicin, the timing of CytRx's preparation and submission of an NDA for aldoxorubicin for the treatment of STS and FDA acceptance and review of any NDA, the risk that CytRx may be unsuccessful in obtaining FDA approval or, if approval is obtained, in commercializing aldoxorubicin in the United States or elsewhere, risks related to CytRx's need for additional capital or strategic partnerships to fund its ongoing working capital needs and other 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.

Company Contact:

CytRx Corporation

David J. Haen

Vice President, Business Development and Investor Relations

(310) 826-5648, ext. 304

dhaen@cytrx.com

Media Contact:

Argot Partners

Eliza Schleifstein

(973) 361-1546

eliza@argotpartners.com

Investor Relations Contact:

Argot Partners

Michelle Carroll

(212) 600-1902

michelle@argotpartners.com