8-K

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): August 15, 2005

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

EX-99.1

Item 2.02. Results of Operations and Financial Condition.

     CytRx Corporation on August 15, 2005 issued a press release regarding its financial results for the quarter ended June 30, 2005. 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.

CYTRX CORPORATION
By:	/s/ MATTHEW NATALIZIO
	Matthew Natalizio
	Chief Financial Officer

Dated: August 15, 2005

INDEX TO EXHIBITS

Exhibit	Description
99.1	Press Release dated August 15, 2005.

EX-99.1

For Additional Information:
CytRx Corporation:	Lippert/Heilshorn & Associates
Ed Umali	Investor Contact:
Director of Corporate Communications	Jody Cain (jcain@lhai.com)
(310) 826-5648, ext. 309	Mariann Ohanesian (mohanesian@lhai.com)
eumali@cytrx.com	Media Contact:
	Mark Stuart (mstuart@lhai.com)
	(310) 691-7100

CYTRX CORPORATION REPORTS SECOND QUARTER FINANCIAL RESULTS

LOS ANGELES (August 15, 2005) – CytRx Corporation (Nasdaq: CYTR), a biopharmaceutical company engaged in the development and commercialization of human therapeutics primarily in the area of small molecules and ribonucleic acid interference (RNAi), today reported financial results for the quarter ended June 30, 2005.

“We are fully committed to the clinical development of our oral drug candidate arimoclomol as a treatment for those suffering from the debilitating and life threatening consequences of ALS, also known as Lou Gehrig’s disease. We were pleased to have filed our investigational new drug (IND) application with the U.S. Food and Drug Administration (FDA) in May and we view the subsequent placement of this trial on clinical hold as only a delay as we provide additional information to the FDA. Our focus is squarely on providing a prompt, yet comprehensive response to the FDA’s information request,” said CytRx President and CEO Steven A. Kriegsman.

“While preparing our response to the FDA, which we expect to submit within the coming weeks, we are simultaneously undertaking steps necessary in preparation for entering the clinic with the goal of beginning this trial as soon as possible,” he added. “Our expectation is for trial initiation this year, and possibly even later in the current quarter.”

Review of Financial Results
For the second quarter of 2005, CytRx reported a net loss of $4.5 million, or $0.08 per share, compared with a net loss of $4.1 million, or $0.12 per share, for the comparable period in 2004. For the six months ended June 30, 2005, CytRx reported a net loss of $8.0 million, or $0.14 per share, compared with a net loss of $7.8 million, or $0.23 per share, for the six months ended June 30, 2004.

Research and development (R&D) expenses were $2.9 million in the second quarter of 2005, compared with $1.4 million for the corresponding period in 2004. The increase during the second quarter of 2005 was due primarily to increased research and development

activities occurring at CytRx Laboratories and preparatory activities associated with our planned initiation of our Phase II clinical trial for arimoclomol.

General and administrative (G&A) expenses were $1.5 million for the second quarter of 2005 versus $2.6 million in the second quarter of 2004. The higher expenses incurred during the three month period ended June 30, 2004 primarily resulted from accounting fees associated with the Company’s change in auditors in 2004, severance payments to certain former executives, and legal fees related to both of the foregoing during those periods. During the second quarter of 2005, the Company expensed $77,000 of common stock, stock options and warrants for general and administrative services, compared with $375,000 for the corresponding period in 2004.

As of June 30, cash, cash equivalents and short-term investments totaled $15.8 million, compared with $3.0 million at December 31, 2004. The increase reflects completion of a private placement with net proceeds of $19.4 million in January 2005. Working capital was $13.4 million at June 30, 2005.

Recent Highlights
Updates on CytRx’s clinical program with arimoclomol for the treatment of ALS include:

• In May, CytRx filed an IND application with the FDA to initiate a Phase II clinical trial for arimoclomol for the treatment of ALS.

• In June, CytRx responded to an FDA request for additional information regarding arimoclomol.

• In July, the FDA announced the placement of a clinical hold on the Phase II trial pending review of additional information.

Other corporate announcements include:

• Release by the Massachusetts State Ethics Commission from a preliminary conflict of interest inquiry without a finding of any wrongdoing based on the Company’s retention of a consultant who had introduced the Company to UMMS. CytRx has a strategic relationship with UMMS.

• Management presentations at the UBS 2005 Global Pharmaceuticals Conference and the Rodman & Renshaw 2^nd Annual Healthcare Conference, both held in May.

About CytRx Corporation
CytRx Corporation is a biopharmaceutical research and development company 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 owns three clinical-stage compounds based on its small molecule molecular “chaperone” co-induction technology, as well as a targeted library of 500 small molecule drug candidates that may be used to screen for new drug candidates. The Company expects to enter a Phase II clinical trial with its lead orally-administered small molecule drug candidate, arimoclomol, for the treatment of ALS (Lou Gehrig’s disease). CytRx also has a broad-based strategic alliance with the University of Massachusetts Medical School (UMMS) to develop novel compounds in the areas of ALS, obesity, type 2 diabetes and cytomegalovirus (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 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 Web site at www.cytrx.com.

Forward-Looking Statements
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 its molecular chaperone co-induction drug candidates 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 its molecular chaperone co-induction drug candidates, 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.

[Tables to Follow]

CYTRX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Revenues:
License fees	$	—		$	228,164		$	1,500		$	328,164
Total Revenues		—			228,164			1,500			328,164
Expenses:
Research and development (includes $38,000 and $90,000 of non-cash stock-based expense for the three and six month periods ended June 30, 2005, respectively, and $167,000 and $1,294,000 of non-cash stock-based expense for the three and six month periods ended June 30, 2004, respectively)		2,915,969			1,356,876			4,829,989			3,641,880
Depreciation and amortization		62,288			25,478			100,412			41,808
Common stock, stock options and warrants issued for general and administrative services		77,012			374,511			316,064			805,287
Selling, general and administrative		1,537,683			2,582,904			2,955,843			3,782,699
		4,592,952			4,339,769			8,202,308			8,271,674
Loss before other income (expense)		(4,592,952	)		(4,111,605	)		(8,200,808	)		(7,943,510	)
Other income (expense):
Interest income		41,066			16,447			83,730			39,753
Minority interest in losses of subsidiary		42,753			34,329			81,452			69,257
Net loss	$	(4,509,133	)	$	(4,060,829	)	$	(8,035,626	)	$	(7,834,500	)
Basic and diluted:
Loss per common share	$	(0.08	)	$	(0.12	)	$	(0.14	)	$	(0.23	)
Weighted average shares outstanding		57,542,340			34,954,360			55,509,421			34,641,735

CYTRX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	June 30,			December 31,
	2005			2004
ASSETS
Current assets:
Cash and short-term investments	$	15,772,758		$	2,999,409
Prepaid and other current assets		419,073			956,146
Total current assets		16,191,831			3,955,555
Property and equipment, net		411,493			447,579
Molecular library, net		417,730			447,567
Goodwill		183,780			—
Prepaid insurance and other assets		147,326			198,055
Total assets	$	17,352,160		$	5,048,756
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	410,477		$	1,661,104
Accrued expenses and other current liabilities.		2,379,688			1,074,146
Total current liabilities		2,790,165			2,735,250
Accrued loss on facility abandonment		154,033			206,833
Deferred gain on sale of building		51,948			65,910
Deferred revenue		275,000			275,000
Total liabilities		3,271,146			3,282,993
Minority interest in subsidiary		—			170,671
Commitments and contingencies		—			—
Stockholders’ equity:
Preferred Stock, $.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, $.001 par value, 100,000,000 shares authorized; 58,824,000 and 40,190,000 shares issued at June 30, 2005 and December 31, 2004, respectively		58,824			40,190
Additional paid-in capital		130,531,241			110,028,327
Treasury stock, at cost (633,816 shares held at June 30, 2005 and December 31, 2004)		(2,279,238	)		(2,279,238	)
Accumulated deficit		(114,229,813	)		(106,194,187	)
Total stockholders’ equity		14,399,514			1,595,092
Total liabilities and stockholders’ equity.	$	17,352,160		$	5,048,756

###