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): January 29, 2009
CYTRX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
|
000-15327
(Commission
File Number)
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58-1642740
(I.R.S.
Employer Identification No.)
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11726
San Vicente Boulevard, Suite 650
Los
Angeles, California
(Address
of Principal Executive Offices)
|
90049
(Zip
Code)
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(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:
£ 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
1.01 Entry
into a Material Definitive Agreement.
On
January 29, 2009, CytRx Corporation (“we,” “us,” “our” and “CytRx”) entered into
an Investment Banking Agreement with Legend Securities, Inc. (“Legend”),
pursuant to which Legend agrees to provide business advisory services to us for
a period of up to twelve months. In exchange for Legend’s services,
we agreed to pay Legend a monthly advisory fee equal to $20,000 per month and to
issue Legend a warrant to purchase 800,000 shares of our common stock at an
exercise price per share equal to the average closing price of our common stock
for the ten trading days ending three days prior to January 29, 2009, or $0.26
per share. The warrant will vest as to 200,000 of the warrant shares upon
issuance, and then at a rate of 200,000 shares per quarter starting on the
quarterly anniversary of issuance, and will be exercisable for a period of five
years. Under the Investment Banking Agreement, we also agreed to give Legend
unlimited “piggy back” registration rights with respect to the shares of our
common stock underlying the warrant in any registration statement filed by us in
connection with an underwritten offering of our common stock.
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.
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CYTRX
CORPORATION
By: /s/ Steven A.
Kriegsman
Steven
A. Kriegsman
President and
Chief Executive Officer
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Dated:
February 2, 2009
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