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): March 22, 2010
CYTRX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
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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)
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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 March
22, 2010, CytRx Corporation (“we,” “us,” “our” or the “Company”) entered into a
stock redemption agreement with RXi Pharmaceuticals Corporation, pursuant to
which RXi agreed to buy back from us 675,000 of our RXi shares at a price of
$5.70 per share, resulting in cash proceeds to us of approximately $3.8
million. RXi will complete the buyback in conjunction with a $16.2
million registered direct public offering by RXi of shares of RXi common stock
and warrants to purchase RXi shares announced by RXi on March 23,
2010. The stock redemption agreement with RXi also provides for RXi’s
possible future buyback of up to an additional 135,000 of our RXi shares to the
extent the warrants sold by RXi in its registered direct offering are exercised
(and subject to our ownership of such shares at the time). The
buyback price of any of these additional RXi shares would be equal to the $6.00
exercise price per share of the RXi warrants.
In
connection with entering into the stock redemption agreement, we waived our
preemptive right to purchase the RXi securities sold in its registered direct
offering and agreed with the purchasers of the RXi securities not to sell or
otherwise dispose of any of our remaining RXi shares during the period ending
May 24, 2010.
The
buyback of our RXi shares is expected to close no later than March 26, 2010,
subject to customary closing conditions. After giving effect to RXi’s
registered direct offering, we will continue to own approximately 5.1 million
RXi shares, or 28% of the RXi shares outstanding immediately following these
transactions.
A copy of
our press release issued on March 23, 2010 regarding the transactions described
in Item 1.01, above, is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
ITEM
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
There is
filed as part of this report the exhibit listed on the accompanying Index to
Exhibits, which information is incorporated herein by reference.
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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Date:
March 25, 2010
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By:
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/s/ STEVEN
A. KRIEGSMAN
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Steven
A. Kriegsman
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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99.1
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CytRx
Corporation press release, dated March 23, 2010
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