LOS ANGELES, Aug. 30, 2017 /PRNewswire/ -- CytRx
Corporation (NASDAQ: CYTR), a biopharmaceutical research and
development company specializing in oncology, today announced that
it has filed a definitive proxy statement with the Securities and
Exchange Commission ("SEC") in connection with a special meeting of
stockholders to be held on Tuesday, October
17, 2017. The Company is requesting that stockholders
vote on a single proposal which will include authorizing the Board
of Directors to effect a 1-for-6 reverse stock split of the
Company's issued and outstanding common stock. CytRx believes
that a reverse stock split will enable it to regain compliance with
NASDAQ's $1.00 minimum bid price
requirement and maintain its listing on the NASDAQ Capital
Market. CytRx currently meets all other NASDAQ listing
requirements.
CytRx's Board of Directors and executive management have
determined it is in the Company's best interest to maintain its
listing on the NASDAQ Capital Market. Stockholders of record
as of close of business on August 28,
2017 (the "Record Date") will have the opportunity to vote
to implement a 1-for-6 reverse stock split of CytRx's common
shares. Based on feedback from stockholders, the proposal
will also include the reduction of the number of authorized shares
of common stock from 250,000,000 to 125,000,000. This 50%
reduction in authorized shares will become effective at the same
time as the effective date of the reverse stock split.
When the reverse stock split becomes effective, every six (6)
shares of CytRx's pre-split common stock, par value $0.001 per share, will automatically be converted
into one (1) share of post-split common stock, par value
$0.001 per share. Accordingly,
the Company's approximately 165.8 million pre-split shares of
common stock outstanding will be combined into approximately 27.6
million post-split shares outstanding. The reverse stock
split will affect all issued and outstanding shares of the
Company's common stock immediately prior to the effective time of
the reverse stock split, all employee stock options, as well as all
other outstanding options and warrants.
CytRx has requested a hearing before a NASDAQ Hearings Panel to
present its plan to regain compliance with the minimum $1.00 bid price requirement, which will be based
upon the proposed reverse stock split. The Company's common
stock will continue to trade on NASDAQ under the symbol "CYTR"
pending the conclusion of the hearing process.
Stockholders are urged to read the definitive proxy statement
because it contains important information about CytRx and the
proposed reverse stock split. Definitive proxy materials for
the special meeting are expected to be mailed the week of
September 5, 2017.
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 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 will be mailed to stockholders as of August 28, 2017. Stockholders may obtain
free copies of the Company's definitive 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 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; 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