UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 8, 2022, Louis Ignarro, Ph.D. tendered his resignation from the board of directors (the “Board”), and all Board committees, of Cytrx Corporation (the “Company”) effective immediately prior to the Company’s 2022 Annual Meeting of stockholders. Dr. Ignarro’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On March 8, 2022, Steven Kriegsman tendered his resignation from the Board and all Board committees, effective immediately. Mr. Kriegsman’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 8.01 Other Events.
On March 9, 2022, the Company issued a press release announcing the consolidation by merger of its wholly-owned subsidiary Centurion BioPharma Corporation, as well as the retirement of Dr. Ignarro and Mr. Kriegsman. A copy of the press release is furnished hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
| 99.1 | Press Release, dated March 9, 2022. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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 | |
| Date: March 10, 2022 | /s/ John Y. Caloz |
| John Y. Caloz | |
| Chief Financial Officer |
Exhibit 99.1
CytRx Announces Integration of Wholly Owned Subsidiary Centurion BioPharma and Corporate Governance Updates
Believes Integration Will Bring Enhanced Efficiency and Simplicity to the Company’s Structure
Notes the Company Will Fold Centurion into CytRx
Dr. Louis Ignarro, Chairman of the Compensation Committee, to Retire from the Board as of the July 2022 Annual Meeting
Steven Kriegsman to Retire Effective Immediately
LOS ANGELES—(BUSINESS WIRE)—CytRx Corporation (OTCQB: CYTR) (“CytRx” or the “Company”), a biopharmaceutical innovator focused on research and development of life-saving cancer therapeutics, today announced that the Company is absorbing its wholly-owned subsidiary Centurion BioPharma Corporation (“Centurion”). All of Centurion’s assets will be absorbed by the Company via a merger agreement. Centurion’s assets consist of the high-potential LADR platform for the concentration and localized delivery of cancer therapeutics. The Centurion board of directors will also be terminated.
In addition, CytRx announced today that Chairman Louis Ignarro, Ph.D. will retire from the Company’s Board of Directors (the “Board”) as of the 2022 Annual Meeting of Shareholders in July, and that Steven Kriegsman has retired from the Board effective immediately. CytRx thanks Dr. Ignarro and Mr. Kriegsman for their many years of service and wishes them well in their future pursuits. A new independent director will be added to the Board at or before the 2022 Annual Meeting of Shareholders.
Stephen Snowdy, Ph.D., Chief Executive Officer, commented: “CytRx’s Linker Activated Drug Release system has the potential to save lives by making cancer drugs work better with an improved safety profile. The first-generation LADR drug, Aldoxorubicin, has been out-licensed to ImmunityBio for royalties on sales and up to $343 million in milestone payments and has experienced positive preliminary Phase II data in pancreatic cancer. Through the merger with Centurion, the next-generation LADR drugs are now within CytRx and poised for the last steps required for first-in-human studies, an achievement that could be expected to generate significant value for shareholders. The Company will continue to seek partners and explore the least dilutive pathways possible for the LADR drugs. Additionally, the Company expects that changes to the Board will result in a Board that is well-equipped for the Company’s evolution and activities going forward.”
Additional information pertaining to the developments announced today will be found on the Form 8-K that CytRx will file with the Securities and Exchange Commission.
Forward-Looking Statements
This press release may contain certain statements relating to future results which are forward-looking statements. These statements are not historical facts, but instead represent only CytRx’s belief regarding future events, many of which, by their nature, are inherently uncertain and outside of CytRx’s control. Forward-looking statements include those relating to the offering of CytRx’s securities, including as to the consummation of the offering described above, the expected proceeds from the offering, the intended use of proceeds and the timing of the closing of the offering, which may be affected by, among others, delays in satisfying or failure to satisfy closing conditions for the registered direct offering and the concurrent private placement and adverse changes in general economic and market conditions. Forward-looking statements also includes statements relating to the potential receipt of EMA and FDA approval of arimoclomol, the CytRx’s potential receipt of future milestone and royalty payments from Orphazyme and the achievement of long-term value for the CytRx’s stockholders. 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 and uncertainties relating to the ability of Orphazyme to obtain regulatory approval for, manufacture and commercialize its products and therapies that use arimoclomol; the results of clinical trials involving arimoclomol; the amount, if any, of future milestone and royalty payments that we may receive from Orphazyme; and other risks and uncertainties described in the most recent annual and quarterly reports filed by the CytRx with the SEC, including disclosures under the heading “Risk Factors”, and current reports filed since the date of the CytRx’s most recent annual report. All forward-looking statements are based upon information available to the CytRx on the date the statements are first published. The CytRx undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About CytRx
CytRx Corporation (OTCQB: CYTR) is a biopharmaceutical company with expertise in discovering and developing new therapeutics principally to treat patients with cancer. CytRx’s most recent advanced drug conjugate, aldoxorubicin, is an improved version of the widely used anti-cancer drug doxorubicin and has been out-licensed to ImmunityBio, Inc. In addition, CytRx’s drug candidate, arimoclomol, was sold to Orphazyme A/S in exchange for milestone payments and royalties. Orphazyme is developing arimoclomol in two indications, including Niemann-Pick disease Type C (NPC), and Gaucher disease. CytRx Corporation’s website is www.cytrx.com.
Contact
Longacre Square Partners
Greg Marose / Bela Kirpalani
cytrx@longacresquare.com
Cover |
Mar. 08, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Mar. 08, 2022 |
| Entity File Number | 000-15327 |
| Entity Registrant Name | CYTRX CORPORATION |
| Entity Central Index Key | 0000799698 |
| Entity Tax Identification Number | 58-1642740 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 11726 San Vicente Boulevard |
| Entity Address, Address Line Two | Suite 650 |
| Entity Address, City or Town | Los Angeles |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 90049 |
| City Area Code | (310) |
| Local Phone Number | 826-5648 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.001 per share Series B Junior Participating Preferred Stock Purchase Rights |
| Trading Symbol | CYTR |
| Entity Emerging Growth Company | false |
| Entity Information, Former Legal or Registered Name | None |
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