-----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, F0/YCypqcWNZmKajpN2bueOmHEc/nvUUdCKQgLZYULXAT49iG12Zcm0sX05/vbQ5 mYAjPVDHHjiBb6oCLSdD+A== 0000950129-04-008757.txt : 20041109 0000950129-04-008757.hdr.sgml : 20041109 20041109151336 ACCESSION NUMBER: 0000950129-04-008757 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041109 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 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: 041129217 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 v02931e8vk.htm CYTRX CORPORATION - DATED NOVEMBER 9, 2004 e8vk
Table of Contents

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): November 9, 2004

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 Blvd., Suite 650
Los Angeles, CA
(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 provision (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))

 

TABLE OF CONTENTS

Item 2.02. Results of Operations and Financial Condition.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX TO EXHIBITS
Exhibit 99.1

Table of Contents

Item 2.02. Results of Operations and Financial Condition.

     CytRx Corporation on November 9, 2004 issued a press release regarding its financial results for the quarter ended September 30, 2004. 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.

 

Table of Contents

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/ STEVEN A. KRIEGSMAN    
    Steven A. Kriegsman   
    President and Chief Executive Officer   
 

Dated: November 9, 2004

 

Table of Contents

INDEX TO EXHIBITS

     
Exhibit   Description
99.1
  Press Release dated November 9, 2004.

 

EX-99.1 2 v02931exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 [CYTRX CORPORATION LOGO] FOR ADDITIONAL INFORMATION: CytRx Corporation: Matthew Natalizio Chief Financial Officer 310/826-5648 mnatalizio@cytrx.com Investor Relations Group: Jane Lin/John Nesbett 212/825-3210 CYTRX CORPORATION REPORTS THIRD QUARTER 2004 FINANCIAL RESULTS Los Angeles, CA -- November 9, 2004 -- CytRx Corporation (Nasdaq: CYTR) today reported its consolidated financial results for the quarter ended September 30, 2004. CytRx Corporation (CytRx), a leader in small molecule drug development and RNA interference (RNAi) technology, is focused on creating a significant and sustainable product line to modify proteins responsible for ALS, obesity, type 2 diabetes, HIV, and cytomegalovirus. Steven Kriegsman, CytRx's President and CEO, stated, "In the third quarter of 2004, we were very pleased to have been able to reduce our losses from the previous quarter. We also, negotiated the acquisition of the clinical and pharmaceutical assets of Biorex Research & Development RT., and a related private placement of equity, both of which were consummated on October 4, 2004. As a result of the Biorex transaction, CytRx has taken a step forward towards our goal of becoming a major therapeutics company. The Biorex assets that we acquired include compounds with the potential to enter Phase II trials for ALS, type 2 diabetes and diabetic retinopathy, and we are expecting to enter the clinic with a Phase II trial for ALS in the second quarter of 2005." Revenues For the three months ended September 30, 2004 and 2003, we did not earn any revenues. For the nine months ended September 30, 2004, revenues were $0.3 million, which were generated from a licensing agreement with SynthRx, Inc. for FLOCOR(TM) and other related technologies, while no revenues were reported for the corresponding nine month period in 2003. Net Loss For the third quarter of 2004, we reported a net loss of $2.8 million or $0.08 per share, as compared to a net loss of $8.8 million or $0.30 per share for the three months ended September 30, 2003. Included in the $8.8 million net loss for 2003 was a $6.0 million charge related to our write-off of an investment in an unconsolidated subsidiary. There is no comparable expense in 2004. For the nine months ended September 30, 2004, CytRx reported a net loss of $10.6 million or $0.30 per share, versus a net loss of $14.7 million or $0.59 per share for the comparable period of 2003. Research and Development Expenses Total research and development expenses were $1.3 million for the quarter ended September 30, 2004 as compared with $1.5 million for the comparable period of 2003. For the nine months ended September 30, 2004, CytRx reported research and development expenses of $5.0 million versus $3.7 million for the comparable nine month period of 2003. The greater research and development expenses incurred in the nine months ended September 30, 2004 resulted from the increased activities at our subsidiary, CytRx Laboratories, on RNAi and small molecule drug research and development. General and Administrative Expenses General and administrative expenses were $1.5 million for the quarter ended September 30, 2004 as compared to $1.2 million for the prior period. For the nine months ended September 30, 2004, general and administrative expenses were $6.1 million versus $4.4 million for the comparable period in 2003. The higher general and administrative expenses incurred during the nine months ended September 30, 2004 were the result of higher accounting fees associated with our change in auditors, severance payments to certain former executives, and legal fees related to both of the foregoing. Cash and Marketable Securities At September 30, 2004, CytRx had total cash and short-term investments of $4.4 million and working capital of $2.9 million as compared to $11.6 million in cash and short-term investment and $10.8 million as of December 31, 2003. Third Quarter Highlights - On October 4, 2004, CytRx Corporation acquired all of the clinical and pharmaceutical assets and related intellectual property of Hungary-based Biorex Research & Development RT. (Biorex), a privately held biotechnology company focused on the development of novel small molecules with broad therapeutic applications in neurology, diabetes, and cardiology. - In conjunction with the Biorex transaction, CytRx completed a private placement of 4,000,000 shares of its common stock to institutional investors, with gross proceeds of $4 million. The company also issued warrants to purchase an additional 2,800,000 shares of common stock exercisable at an exercise price of $1.69 per share for a period of five years. - Advanced Bioscience Laboratories (ABL) and the University of Massachusetts Medical School (UMMS) investigators are enrolling and inoculating the final cohort of volunteers in the Phase I trial for the HIV vaccine developed by UMMS and ABL and funded by an approximately $16.0 million grant from the National Institute of Allergy and Infectious Diseases (NIAID), part of the National Institutes of Health. The HIV vaccine is exclusively licensed to CytRx by UMMS and ABL - CytRx Corporation and the University of Massachusetts Medical School (UMMS) significantly broadened their existing strategic alliance with a new collaboration and invention disclosure agreement giving CytRx option rights to license new technologies developed at UMMS over the next three years in the fields of RNAi, type 1 and type 2 diabetes, obesity, neurodegenerative diseases (including ALS) and cytomegalovirus. About CytRx Corporation CytRx Corporation is a biopharmaceutical research and development company, based in Los Angeles with a subsidiary in Worcester, Massachusetts. The company is engaged in the development of products, primarily in the area of small molecules and ribonucleic acid interference (RNAi), in a variety of therapeutic categories. The company recently acquired 3 clinical stage compounds and a library of 500 small molecule drug candidates from Biorex Research & Development Company. The company has a broad-based strategic alliance with the University of Massachusetts Medical School to develop novel compounds in the areas of ALS, obesity, type 2 diabetes and CMV using RNAi technology. CytRx also licensed from UMMS the rights to a DNA-based HIV vaccine technology currently in a Phase I clinical trial. The company also has a research program with Massachusetts General Hospital, Harvard University's teaching hospital, to use RNAi technology to develop a drug for the treatment of ALS. For more information, visit CytRx's website at www.cytrx.com. This press release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that 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 or uncertainties related to the early stage of CytRx's diabetes, obesity, CMV and ALS research, the need for future clinical testing of any RNAi-based products and small molecules that may be developed by CytRx, uncertainties regarding the scope of the clinical testing that may be required by regulatory authorities for the products acquired from Biorex and other products and the outcomes of those tests, the significant time and expense that will be incurred in developing any of the potential commercial applications for CytRx's RNAi technology or small molecules, CytRx's need for additional capital to fund its ongoing working capital needs, including ongoing research and development expenses related to the drugs purchased from Biorex, risks relating to the enforceability of any patents covering CytRx's products and to the possible infringement of third party patents by those products, and the impact of third party reimbursement policies on the use of and pricing for CytRx's products. Additional uncertainties and risks are described in CytRx's most recently filed SEC documents, such as its most recent annual report on Form 10-K, all quarterly reports on Form 10-Q and any current reports on Form 8-K filed since the date of the last Form 10-K. 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. (more) CYTRX CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 2004 2003 ------------- ------------- (UNAUDITED) ASSETS Current assets: Cash and short-term investments $ 4,436,921 $ 11,644,446 Prepaid and other current assets 736,569 236,349 ------------- ------------- Total current assets 5,173,490 11,880,795 Property and equipment, net 475,149 227,413 Prepaid insurance and other assets 242,888 216,076 ------------- ------------- Total assets $ 5,891,527 $ 12,324,284 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 797,184 $ 738,135 Accrued expenses and other current liabilities 1,470,427 381,977 ------------- ------------- Total current liabilities 2,267,611 1,120,112 Accrued loss on facility abandonment 233,233 312,433 Deferred gain on sale of building 72,892 93,836 Deferred revenue 275,000 275,000 ------------- ------------- Total liabilities 2,848,736 1,801,381 ------------- ------------- Minority interest in subsidiary 214,677 330,287 ------------- ------------- Commitments and contingencies Stockholder' equity: Preferred Stock, $0.01 par value, 5,000,000 shares authorized, including 5,000 shares of Series A Junior Participating Preferred Stock; no shares issued and outstanding -- -- Common stock, $0.001 par value, 100,000,000 shares authorized; 36,097,000 and 34,392,000 shares issued at September 30, 2004 and December 31, 2003, respectively 36,097 34,392 Additional paid-in capital 105,503,456 102,239,460 Treasury stock, at cost (633,816 shares held at September 30, 2004 and December 31, 2003) (2,279,238) (2,279,238) Accumulated deficit (100,432,201) (89,801,998) ------------- ------------- Total stockholders' equity 2,828,114 10,192,616 ------------- ------------- Total liabilities and stockholders' equity $ 5,891,527 $ 12,324,284 ============= =============
CYTRX CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------------------ ------------------------------ 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Revenues: License Fees $ -- $ -- $ 328,164 $ -- Other -- -- -- -- ------------ ------------ ------------ ------------ -- -- 328,164 -- ------------ ------------ ------------ ------------ Expenses Research and development (includes $40,000 and $1,334,000 of non-cash stock-based expense for the three and nine month periods ended September 30, 2004; $1,072,000 and $2,901,000 of non-cash stock-based expense for the three and nine month periods ended September 30, 2003, respectively) 1,326,566 1,459,348 4,968,446 3,731,967 Depreciation and amortization 31,828 182,908 73,636 548,537 Common stock, stock options and warrants issued for selling, general and administrative services 134,314 184,114 939,601 1,821,643 Selling, general and administrative 1,360,343 1,016,288 5,143,042 2,570,128 ------------ ------------ ------------ ------------ 2,853,051 2,842,658 11,124,725 8,672,275 ------------ ------------ ------------ ------------ Loss before other income (expense) (2,853,051) (2,842,658) (10,796,561) (8,672,275) Other income (expense): Interest income 10,995 19,977 50,748 47,292 Minority interest in losses of subsidiary 46,353 1,818 115,610 1,818 Equity in losses of minority-owned entity -- (5,955,659) -- (6,113,769) Net loss $ (2,795,703) $ (8,776,522) $(10,630,203) $(14,736,934) ============ ============ ============ ============ Basic and diluted: Loss per common share $ (0.08) $ (0.30) $ (0.30) $ (0.59) ============ ============ ============ ============ Weighted average shares outstanding 35,306,313 29,355,537 34,865,315 25,180,225 ============ ============ ============ ============
CYTRX CORPORATION CONDENSED CONSOLIDATED FINANCIAL SUMMARY (UNAUDITED) BALANCE SHEET HIGHLIGHTS (IN THOUSANDS)
SEPTEMBER 30, 2004 DECEMBER 31, 2003 Cash and short-term investments $ 4,437 $11,644 Total assets $ 5,892 $12,324 Total liabilities $ 2,849 $ 1,801 Working capital $ 2,906 $10,761 Common shares outstanding 36,097 34,392
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