8-K

UNITED STATES
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 (Earliest Event Reported): May 28, 2008

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:

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

     On May 28, 2008, CytRx Corporation (“we,” “us,” “our,” “CytRx” or the “Company”) received a notice from The Nasdaq Stock Market informing us that for the last 30 consecutive business days, the bid price of our common stock has closed below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market under Marketplace Rule 4310(c)(4). Our shares trade on The Nasdaq Capital Market under the symbol “CYTR.”

     The notice states that under Marketplace Rule 4310(c)(8)(D), we will be provided 180 calendar days, or until November 24, 2008, to regain compliance with Marketplace Rule 4310(c)(4). To regain compliance, the bid price of our common stock must close at $1.00 per share or more for a minimum of 10 consecutive business days anytime before November 24, 2008.

     The notice also states that on November 24, 2008, we will be provided with an additional 180 calendar day compliance period to demonstrate compliance if, at that time, we meet all of The Nasdaq Capital Market initial inclusion criteria set forth in Marketplace Rule 4310(c) other than the bid price requirement. If we are not eligible for an additional compliance period at that time, Nasdaq staff will provide written notification that our common stock will be delisted. Upon such notice, we may appeal the Nasdaq staff determination to a Listing Qualifications Panel, pursuant to the procedures set forth in the Nasdaq Marketplace Rule 4800 Series. There can be no assurance that, if the Nasdaq staff determines to delist our common stock and we appeal the Nasdaq Staff’s determination, such appeal would be successful.

     We continue to monitor the bid price for our common stock. If our common stock does not trade at a level that is likely to regain compliance, our Board of Directors will consider options available to us to achieve compliance.

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits

     The following exhibit is filed as part of this report:

99.1 CytRx Corporation press release dated May 30, 2008

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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/ Mitchell K. Fogelman
	Mitchell K. Fogelman
	Chief Financial Officer

Dated: May 30, 2008

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EXHIBIT INDEX

Exhibit No.	Description
99.1	CytRx Corporation press release dated May 30, 2008

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EX-99.1

Exhibit 99.1

For Additional Information:
CytRx Corporation
Porter Novelli Life Sciences
John Quirk (investors)
jquirk@pnlifesciences.com
212-601-8296
Cory Tromblee (media)
617-897-8294
ctromblee@pnlifesciences.com

CytRx Receives Notice Regarding Closing Minimum Bid Price

LOS ANGELES (May 30, 2008) — CytRx Corporation (Nasdaq: CYTR), a biopharmaceutical company engaged in the development and commercialization of therapeutics based on molecular chaperone amplification, today reported that it received notice from The Nasdaq Stock Market on May 28, 2008, that CytRx common stock had closed below $1.00 per share for 30 consecutive business days, and CytRx is therefore not in compliance with Nasdaq Marketplace Rule 4310(c)(4).

In accordance with Marketplace Rule 4310(c)(8)(D), CytRx may regain compliance if at any time by November 24, 2008, the Company’s common stock closes at or above $1.00 for 10 consecutive business days and the Company otherwise meets the Nasdaq’s continuing listing requirements.

Nasdaq also informed CytRx that if it does not regain compliance by November 24, 2008, CytRx will be granted up to an additional 180 calendar days to regain full compliance while continuing to trade during this time on The Nasdaq Capital Market if at that time it meets the Nasdaq’s initial listing requirements other than the minimum bid price rule.

About CytRx Corporation

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. CytRx also has a research and development facility in San Diego. For more information on the Company, visit www.cytrx.com.

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