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): April 19, 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):

¨ 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 3.02 Unregistered Sales of Equity Securities.

     As previously reported, on April 17, 2007, CytRx Corporation (“CytRx”) entered into Purchase Agreements with 14 institutional investors pursuant to which CytRx agreed, subject to certain customary closing conditions, to sell 8.6 shares of its common stock for a price of $4.30 per share, or an aggregate of approximately $37.0 million. This Report is being filed in connection with the closing of the sale, which occurred on April 19, 2007. The terms of the sale were as previously disclosed by CytRx in its Current Report on Form 8-K filed with the Securities and Exchange Commission on April 18, 2007.

     On April 20, 2007, CytRx issued a press release announcing the closing of the sale of shares under the Purchase Agreements. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

     In addition, on April 17, 2007, CytRx issued 121,951 shares of its common stock to the holder of a common stock purchase warrant upon the exercise of the common stock purchase warrant. The purchase price of the foregoing 121,951 shares was $2.00 per share (the exercise price of the warrants). As a result of the foregoing warrant exercise, CytRx had issued more than 1% of its outstanding shares of common stock in unregistered transactions upon exercises of warrants since the last periodic report that it filed with the Securities and Exchange Commission.

     Including the issuance of the 121,951 shares referred to above and issuances thereafter, since the filing of its Annual Report on Form 10-K on April 2, 2007, CytRx has issued a total of 963,746 shares of its common stock in unregistered sales of its equity securities to seven holders of warrants in connection with the exercise by such warrantholders of outstanding CytRx common stock purchase warrants. The 963,746 shares were issued for the following consideration: 815,508 shares were issued upon the payment of the $2.00 per share warrant exercise price; 141,527 shares were issued upon the payment of the $1.54 per share warrant exercise price; and 6,711 shares were issued pursuant to the cashless exercise provisions of the warrants through the surrender of the right to purchase 10,131 shares. CytRx received approximately $1.8 million in the aggregate upon the exercise of the foregoing warrants.

     As of April 19, 2007, following the issuance of the shares described above, CytRx had outstanding approximately 85.9 million shares of common stock, exclusive of treasury shares.

     CytRx’s issuance of the 963,746 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.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits.

     There is filed as part of this report the exhibit listed on the accompanying Index to Exhibits, which is incorporated herein by reference.

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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: April 20, 2007

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Index to Exhibits

Exhibit No.	Description
99.1	Press Release issued by CytRx Corporation on April 20, 2007.

Index – Page 1

EX-99.1

Exhibit 99.1

For Additional Information:
CytRx Corporation
CEOcast, Inc.
Dan Schustack
dschustack@ceocast.com
212-732-4300

CYTRX COMPLETES $37.0 MILLION PRIVATE PLACEMENT

LOS ANGELES (April 20, 2007) — CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical company engaged in the development and commercialization of human therapeutics, today reported the completion of a previously-announced $37.0 million private placement of 8.6 million shares of common stock at $4.30 per share to existing and new institutional investors. The financing raised net proceeds to the Company of approximately $34.4 million. No warrants were issued in conjunction with the transaction.

CytRx will invest in RXi Pharmaceuticals Corporation (RXi), its majority-owned subsidiary, no less than $15 million, which will satisfy RXi’s financing requirements under its agreements with the University of Massachusetts Medical School (UMMS). RXi intends to use those proceeds for its working capital and general corporate purposes, including funding of its RNAi research and development activities and the payment of up-front and annual maintenance fees under its agreements with UMMS. A portion of the money invested in RXi will be paid back to CytRx as reimbursement for certain organizational and operational expenses incurred by CytRx in connection with RXi’s formation and initial operations. CytRx plans to reduce its ownership of RXi to less than a majority of the outstanding common shares following its funding of RXi. At present, CytRx intends to make a dividend or other distribution of RXi shares to its stockholders to satisfy its obligations to reduce its ownership of RXi.

The remainder of the net proceeds from the financing will be used to augment CytRx’s working capital and for general corporate purposes, including further development work and clinical trials of its lead product candidates. CytRx also may determine to use a portion of the net proceeds for the acquisition of complementary businesses, technologies or products, although it has no present commitments or agreements with respect to any such acquisitions.

“Completing this financing is an important step in accomplishing our previously-stated goal of unlocking the intrinsic value to our shareholders of the RNAi assets that now reside with RXi,” said CytRx’s President and CEO Steven A. Kriegsman. “At CytRx, we are now better positioned to move forward with plans to pursue potential Phase II clinical development of our orally-administered drug candidate arimoclomol for stroke recovery, while maintaining a significant ownership interest in RXi.”

Lehman Brothers acted as the lead placement agent on the transaction, with Oppenheimer & Co. Inc., Griffin Securities, Inc. and Pulse Obsidian, a division of Pulse Trading, Inc., serving as co-placement agents.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the securities discussed herein. The securities offered in the private placement will not be registered under the Securities Act of 1933 or any state securities laws, as the private placement was made only to accredited investors in accordance with Section 4(2) under the Securities Act of 1933 and the rules and regulations promulgated thereunder.

About CytRx Corporation

Los Angeles, California-based CytRx Corporation is a biopharmaceutical research and development company engaged in the development of high-value human therapeutics. The Company owns three clinical-stage compounds based on its small molecule “molecular chaperone” co-induction technology. In September 2006 CytRx announced that arimoclomol was shown to be safe and well tolerated at all three doses tested in its Phase IIa clinical trial in patients with ALS. The Company expects to announce results of its completed open-label extension trial in the second quarter of 2007. The Company plans to enter a Phase IIb clinical trial with arimoclomol in ALS in the second half of 2007, subject to U.S. Food and Drug Administration (FDA) acceptance. The FDA has granted Fast Track designation and Orphan Drug status to arimoclomol for the treatment of ALS and has also been granted orphan medicinal product status for the treatment of ALS by the European Commission. The Company is also developing a potential Phase II clinical plan for arimoclomol in stroke recovery. For more information on the Company, visit www.cytrx.com.

About RXi Pharmaceuticals Corporation

Worcester, Massachusetts-based RXi Pharmaceuticals Corporation is a biopharmaceutical research and development company that focuses on developing RNAi-based therapeutics for the treatment of human disease. RXi’s initial focus is on neurodegenerative diseases, oncology, type 2 diabetes and obesity. RXi has licenses to a diverse series of early patents and patent applications that were filed from 1998 to 2006 in the areas of RNAi target sequences, RNAi chemistry and RNAi delivery.

RXi was founded by CytRx and RNAi pioneers Craig Mello, Ph.D., 2006 Nobel Laureate for discovering RNAi and inventing RNAi therapeutics, Tariq M. Rana, Ph.D., inventor of fundamental technology for stabilizing RNAi and of RNAi nanotransporters, Greg Hannon, Ph.D., discoverer of RNAi mechanism (RISC) and short hairpin RNAi (shRNAi), and Michael Czech, Ph.D., a leader in the application of RNAi to diabetes and obesity. RXi’s CEO, Tod Woolf, Ph.D., previously co-invented and commercialized STEALTH™ RNAi, one of the most widely used second-generation RNAi research products.

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. 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 or uncertainties related to the possible future dividend or distribution of RXi shares to CytRx stockholders, CytRx’s ability to obtain regulatory approvals for further clinical testing of arimoclomol for stroke or ALS, the outcome or results of any future clinical testing of arimoclomol for stroke recovery or ALS, and the early stage of development of RXi’s technology and the scope, timing and outcome of the pre-clinical and clinical testing and regulatory review of RXi’s potential 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 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.

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