-----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, DiZAN4XUNIwkyWjw3oQnATiGlTXosHR47NxyrGOQI+P4enbLPR2LyGLGV3KVo4Df tnCWAgXBXAVPMvaA2HvNEw== 0000950124-07-003166.txt : 20070601 0000950124-07-003166.hdr.sgml : 20070601 20070601164008 ACCESSION NUMBER: 0000950124-07-003166 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070530 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070601 DATE AS OF CHANGE: 20070601 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: 07894651 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 v30807e8vk.htm FORM 8-K e8vk
 

 
 
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 30, 2007
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):
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

ITEM 3.02 Unregistered Sales of Equity Securities.
     On May 30, 2007, CytRx Corporation (“CytRx”) issued 101,626 shares of its common stock to the holder of a common stock purchase warrant upon the exercise (on May 29, 2007) of the common stock purchase warrant. The purchase price of the foregoing 101,626 shares was $2.00 per share (the exercise price of the warrants). As a result of the foregoing warrant exercise, CytRx issued more than 1% of its outstanding shares of common stock in unregistered transactions upon exercises of warrants since the last relevant report that it filed with the Securities and Exchange Commission.
     Including the issuance of the 101,626 shares referred to above and issuances thereafter, in May 2007, CytRx issued a total of 878,926 shares of its common stock in unregistered sales of its equity securities. The 878,926 shares were issued to five holders of warrants in connection with the exercise by such warrantholders of outstanding CytRx common stock purchase warrants. The 878,926 shares were issued for the following consideration: 28,584 shares were issued upon the payment of the $2.67 per share warrant exercise price; 201,595 shares were issued upon the payment of the $2.00 per share warrant exercise price; 643,651 shares were issued upon the payment of the $1.69 per share warrant exercise price; and 5,096 shares were issued pursuant to the cashless exercise provisions of the warrants through the surrender of the right to purchase 14,292 shares. CytRx received approximately $1.6 million in the aggregate upon the exercise of the foregoing warrants.
     As of June 1, 2007, following the issuance of the 878,926 shares, CytRx had outstanding approximately 87.6 million shares of common stock (exclusive of treasury shares).
     CytRx’s issuance of the 878,926 shares of its common stock upon exercise of outstanding warrants that is described above in this Item 3.02 was exempt from registration under the Securities Act of 1933 pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.
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
 		  
  By:   /s/ MATTHEW NATALIZIO    
    Matthew Natalizio   
    Chief Financial Officer   
 
Dated: June 1, 2007

 

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