LOS ANGELES, Oct. 16, 2017 /PRNewswire/ -- CytRx Corporation
(NASDAQ: CYTR), a biopharmaceutical research and development
company specializing in oncology, today announced that Nasdaq has
granted the Company's request for a continued listing pending the
results of a stockholder vote on or before October 30, 2017. CytRx participated in a
hearing before a Nasdaq Hearings Panel (the "Panel") on
October 12, 2017, and received a
favorable written decision from the Panel on October 16, 2017, for the continued listing
consistent with the Company's request.
The Panel granted the Company's request for continued listing
subject to the following relevant terms:
- On or before October 30, 2017,
the Company shall inform the Panel that is has received stockholder
approval to implement a reverse stock split in a ratio of 1 for 6
shares.
- On or before November 15, 2017,
the Company must evidence a closing bid price of $1.00 or more for a minimum of ten prior
consecutive trading days.
The Company intends to adjourn, without conducting any business,
the scheduled Special Meeting of Stockholders planned for
October 17, 2017. The Special
Meeting will be rescheduled for 10 a.m.
Pacific Time October 27, 2017,
at the same location, at which the Company will seek stockholder
approval to implement a 1-for-6 reverse stock split of the
Company's common, preferred and authorized shares, along with all
outstanding options and warrants. If approved, the Company
plans to implement the reverse stock split shortly after the
October 27, 2017, Special Meeting in
order to demonstrate a closing bid price of at least $1.00 per share soon after the Special
Meeting. In order to demonstrate compliance with Nasdaq's
$1.00 bid price standard, the Company
must demonstrate a closing bid price of at least $1.00 per share for a minimum of ten consecutive
trading days following the reverse stock split. According to
the terms of the panel's decision, this must occur by no later than
November 15, 2017.
For the reverse stock split to be approved, a majority of the
outstanding common shares must vote in favor of the proposal.
Also as previously disclosed, both major independent proxy
advisory services, Institutional Shareholder Services Inc. and
Glass Lewis & Co., have recommended that stockholders vote in
favor of, or "FOR," the proposal.
As previously disclosed, and as stated in the Panel's
October 12, 2017 decision, if the
proposal does not pass and the stock does not rise to at least
$1.00 per share for ten consecutive
days within the period granted by the Panel, the Company will be
unable to satisfy the terms of the Panel's decision, which will
result in Nasdaq suspending and then delisting CytRx's common
shares shortly thereafter. In that event, CytRx will
then seek to commence trading on the OTC Bulletin Board.
"As we have previously stated, a delisting would adversely
impact the liquidity and marketability of our common stock and
significantly limit our strategic opportunities in the future,"
said Dr. Louis Ignarro, Nobel
Laureate and Lead Director of CytRx. "We appreciate the
patience and support of our long-term shareholders and believe
CytRx is on the precipice of building significant and sustainable
long-term value. We believe a delisting would put at risk the
progress we have made. CytRx shareholders that have voted
against the reverse split are strongly urged to reconsider their
vote."
"We firmly believe that maintaining CytRx's listing on the
Nasdaq Capital Market is in the best interest of our stockholders,"
said Steven A. Kriegsman, CytRx's
Chairman and Chief Executive Officer. "We thank the Nasdaq
Hearings Panel for granting us additional time to allow our
stockholders to vote on the current proposal, which we believe will
allow us to remain listed on Nasdaq."
How to Vote
If you are a stockholder of record at the close of business on
August 28, 2017, you can vote your
shares in one of two ways: either by proxy or in person at the
special meeting. If you chose to submit a proxy, you may do so by
telephone, via the internet or by mail. If you hold shares of CytRx
common stock in multiple accounts, you should vote your shares as
described in each set of proxy materials you receive. CytRx
highly recommends stockholders vote electronically or by phone
without delay. Please have your proxy card with you while
voting.
You may transmit your proxy voting instructions via the Internet
by accessing www.proxyvote.com and following the
instructions. You may also transmit your proxy voting instructions
by calling the telephone number specified on the proxy card. If you
chose to vote via the Internet or phone, you do not have to return
the proxy card.
For stockholders who still need assistance voting their shares,
or have questions regarding the special meeting, please contact
CytRx's proxy solicitation firm, Saratoga Proxy Consulting, either
by telephone: (888) 368-0379 or (212) 257-1311 or by email:
info@saratogaproxy.com.
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed reverse stock split. STOCKHOLDERS ARE
URGED TO READ CAREFULLY AND IN ITS ENTIRETY THE DEFINITIVE PROXY
STATEMENT AND ANY AMENDMENTS FILED WITH THE SEC, AND OTHER RELEVANT
MATERIALS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE PROPOSED REVERSE STOCK SPLIT. The
definitive proxy statement was mailed to stockholders of record as
of August 28, 2017. The amended
definitive proxy statement was mailed to stockholders on or about
September 13, 2017.
Stockholders may obtain free copies of the Company's definitive
proxy statement, any amendments to the proxy statement and its
other SEC filings electronically by accessing the SEC's home page
at http://www.sec.gov. Copies can also be obtained, free of
charge, upon written request to CytRx Corporation, Attn: Corporate
Secretary, 11726 San Vicente Blvd., Suite 650, Los Angeles, CA 90049.
Participation in Solicitation
This press release may constitute soliciting material under SEC
Rule 14a-12, and CytRx and its directors, executive officers, and
advisors may be deemed to be participants in the solicitation of
proxies from the holders of CytRx common stock in respect of the
proposed reverse stock split. Investors may obtain additional
information regarding the interest of those participants by reading
the Company's definitive proxy statement, any amendments to the
definitive proxy statement and other relevant proxy materials, and
the Company's annual reports on Form 10-K and quarterly reports on
Form 10-Q, as filed with the SEC.
About CytRx Corporation
CytRx Corporation is a biopharmaceutical company specializing in
research and clinical development of novel anti-cancer drug
candidates that employ linker technologies to enhance the
accumulation and release of drug at the tumor. Aldoxorubicin,
CytRx's most advanced drug conjugate, is an improved version of the
widely used chemotherapeutic agent doxorubicin and has been
out-licensed to NantCell, Inc. CytRx is also rapidly
expanding its pipeline of ultra-high potency oncology candidates at
its laboratory facilities in Freiburg, Germany, through its
LADR™ (Linker Activated Drug Release) technology platform, a
discovery engine designed to leverage CytRx's expertise in albumin
biology and linker technology for the development of a new class of
potential breakthrough anti-cancer therapies.
Forward-Looking Statements
This press release contains forward-looking statements. 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 plans for regaining compliance with the
Nasdaq rules and higher share price of our common stock; the
ability of NantCell, Inc., to obtain regulatory approval for its
products that use aldoxorubicin; the ability of NantCell, Inc., to
manufacture and commercialize products or therapies that use
aldoxorubicin; the amount, if any, of future milestone and royalty
payments that we may receive from NantCell, Inc.; our ability to
develop new ultra-high potency drug candidates based on our
LADRTM technology platform; and other risks and
uncertainties described in the most recent annual and quarterly
reports filed by CytRx with the Securities and Exchange Commission
and current reports filed since the date of CytRx's most recent
annual report. 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.
Investor Relations Contact:
Argot Partners
Michelle Carroll
(212) 600-1902
michelle@argotpartners.com
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SOURCE CytRx Corporation