LOS ANGELES, Sept. 13, 2017 /PRNewswire/ -- CytRx
Corporation (NASDAQ: CYTR), a biopharmaceutical research and
development company specializing in oncology, today announced that
based on feedback the company has received from stockholders, it
has amended its definitive proxy statement with the Securities and
Exchange Commission ("SEC") to include a 1-for-6 reverse stock
split of the Company's authorized common and preferred stock.
CytRx's previous proxy statement dated September 5, 2017, had a proposal for a 1-for-6
reverse stock split for its issued and outstanding common stock and
a 50% reduction in the authorized shares. 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.
When the reverse stock split becomes effective, every six (6)
shares of CytRx's pre-split common stock, will automatically be
converted into one (1) share of post-split common stock. 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.
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.
Following the reverse stock split, the 250 million authorized
shares of common stock will be reduced to approximately 41.7
million shares. The five million authorized preferred shares
will be converted into approximately 0.8 million preferred
shares. There are no preferred shares currently
outstanding.
CytRx requested and was granted 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.
Additional information including frequently asked questions and
answers concerning the proposed reverse stock split can be found on
CytRx's website at www.cytrx.com/investors.
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 will be mailed to shareholders 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
David Pitts
(212) 600-1902
david@argotpartners.com
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SOURCE CytRx Corporation