-----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, EEMm+3XaAudOAmwG81Xi5NvimCzjMZylE2zCmaWFdEf3uu06VQTM6Vze/b65Rw+C r7o9dvWkH+19P1rZ2AhT7Q== 0000931763-02-000055.txt : 20020413 0000931763-02-000055.hdr.sgml : 20020413 ACCESSION NUMBER: 0000931763-02-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020111 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020111 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: 2507260 BUSINESS ADDRESS: STREET 1: 154 TECHNOLOGY PKWY STREET 2: TECHNOLOGY PARK/ATLANTA CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4043689500 MAIL ADDRESS: STREET 1: 154 TECHNOLOGY PARKWAY CITY: NORCROSS STATE: GA ZIP: 30092 8-K 1 d8k.txt CURRENT REPORT/8-K FOR PERIOD 01-10-02 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): January 11, 2002 CYTRX CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 000-15327 58-1642750 (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 154 Technology Parkway Suite 200 Norcross, Georgia 30092 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (770) 368-9500 Not applicable (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. CytRx Corporation previously reported that, on December 7, 2001, it entered into a license agreement (the "License Agreement") with Vical, Incorporated ("Vical") granting Vical exclusive, worldwide rights to use or sublicense CytRx's TranzFect poloxamer technology to enhance viral or non-viral delivery of polynucleotides (such as DNA and RNA) in all preventive and therapeutic human and animal health applications, except for (1) four infectious disease vaccine targets previously licensed by CytRx to Merck & Co., Inc. and (2) DNA vaccines or therapeutics based on prostate-specific membrane antigen (PSMA). Under the License Agreement, CytRx received a signature payment of $3,750,000 and has the potential to receive milestone and royalty payments in the future based on criteria described in the License Agreement. This Form 8-K includes an unaudited Pro Forma Condensed Balance Sheet as of November 30, 2001, which demonstrates compliance with the minimum $4,000,000 net tangible asset requirement for continued listing on The Nasdaq National Market. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of Business Acquired. Not applicable. (b) Pro Forma Financial Information. CytRx Corporation Pro Forma Condensed Balance Sheet as of November 30, 2001 (unaudited) is included herein as Exhibit 99 (c) The following exhibits are filed as part of this Current Report on Form 8-K: EXHIBIT NO. DESCRIPTION ---------- ----------- 99 Pro Forma Financial Information 2 SIGNATURE 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/ Mark W. Reynolds -------------------------------- Name: Mark W. Reynolds ------------------------------ Title: Vice President, Finance ----------------------------- Dated: January 11, 2002 3 EX-99 3 dex99.txt PRO FORMA FINANCIAL INFORMATION EXHIBIT 99 CYTRX CORPORATION PRO FORMA FINANCIAL INFORMATION On December 7, 2001, CytRx Corporation entered into a license agreement (the "License Agreement") with Vical, Incorporated ("Vical") granting Vical exclusive, worldwide rights to use or sublicense CytRx's TranzFect poloxamer technology to enhance viral or non-viral delivery of polynucleotides (such as DNA and RNA) in all preventive and therapeutic human and animal health applications, except for (1) four infectious disease vaccine targets previously licensed by CytRx to Merck & Co., Inc. and (2) DNA vaccines or therapeutics based on prostate-specific membrane antigen (PSMA). Under the License Agreement, CytRx received a signature payment of $3,750,000 and has the potential to receive milestone and royalty payments in the future based on criteria described in the License Agreement. The accompanying unaudited Pro Forma Condensed Balance Sheet as of November 30, 2001 gives effect to the License Agreement, assuming the transaction had occurred as of November 30, 2001. The Pro Forma Condensed Balance Sheet has been prepared by management of CytRx and should be read in conjunction with its historical financial statements. The historical balances have been prepared in accordance with generally accepted accounting principles and include all adjustments, consisting of normal recurring entries, which the Company's management believes to be necessary for a fair presentation of the period presented. CytRx Corporation Pro Forma Condensed Balance Sheet November 30, 2001 (unaudited)
Pro Forma Historical Adjustments Ref Pro Forma ------------ ----------------- ------------ ASSETS Current assets: Cash and cash equivalents $ 1,551,053 $ 3,975,000 (1) $ 5,526,053 Receivables 31,265 31,265 Other current assets 31,976 31,976 ------------ ------------ ------------ Total current assets 1,614,294 3,975,000 5,589,294 Property and equipment, net 1,794,582 1,794,582 Note receivable 497,382 497,382 Other assets 60,978 60,978 ------------ ------------ ------------ Total assets $ 3,967,236 $ 3,975,000 $ 7,942,236 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 121,033 $ 121,033 Accrued liabilities 435,807 435,807 ------------ ------------ ------------ Total current liabilities 556,840 - 556,840 Stockholder's equity: Preferred stock - - Common stock 11,459 11,459 Additional paid-in capital 74,504,266 74,504,266 Treasury Stock (2,279,238) (2,279,238) Accumulated deficit (68,826,091) 3,975,000 (1) (64,851,091) ------------ ------------ ------------ Total stockholder's equity 3,410,396 3,975,000 7,385,396 ------------ ------------ ------------ Total liabilities and stockholder's equity $ 3,967,236 $ 3,975,000 $ 7,942,236 ============ ============ ============
(1) To reflect the payment of the signature license fee by Vical, Inc. to CytRx. -----END PRIVACY-ENHANCED MESSAGE-----