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): April 30, 2007
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) |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 April 30, 2007, CytRx Corporation entered into a Contribution Agreement with its
majority-owned subsidiary, RXi Pharmaceuticals Corporation, or RXi. Under the Contribution
Agreement, CytRx contributed to RXi $17.0 million in order to satisfy RXi’s initial funding
requirements under its various agreements with the University of Massachusetts Medical School, or
UMMS. In exchange for the contribution, RXi issued to CytRx shares of common stock of RXi
sufficient to increase CytRx’s ownership to approximately 89.4% of the outstanding RXi shares as of
April 30, 2007. CytRx’s percentage ownership does not give effect to any shares to be issued to
UMMS by RXi as described below. RXi used a portion of the initial funding provided by CytRx to
reimburse CytRx an estimated amount of $2.0 million for organizational and operational expenses
incurred by us in connection with the formation, initial operations and funding of RXi, which
amount is subject to adjustment in 30 days upon determination of the final, reimbursable amount.
In the Contribution Agreement, RXi agrees, subject to certain limitations, that if at any time
the RXi common stock is registered under the Securities Exchange Act of 1934, RXi will, at CytRx’s
request, file up to two registration statements under the Securities Act of 1933 covering the
resale by CytRx of its RXi shares. CytRx also will be entitled to include its RXi shares in any
registration statement filed by RXi with respect to resales of securities by RXi’s other security
holders.
As a result of the completion of RXi’s initial funding, RXi is obliged under its license and
other agreements with UMMS to pay UMMS fees totaling $275,000 and to issue to UMMS a total of
$2,400,000 of shares of RXi common stock that will be valued for this purpose based upon the
valuation of RXi relating to the funding provided by CytRx.
As previously reported, CytRx has agreed with UMMS and the other current stockholders of RXi
that CytRx will reduce its ownership interest in RXi to less than a majority of RXi’s capital stock
as soon as reasonably practicable. In order to do so, RXi intends to file a Form 10 with the
Securities and Exchange Commission in the coming weeks, and conditional upon the effectiveness of
the Form 10, CytRx intends to make a dividend of a portion of its RXi shares to CytRx stockholders
so that, after such dividend, CytRx will no longer own a majority of RXi. Any future dividend to
CytRx stockholders of RXi shares would be subject to the approval of the CytRx board of directors
and to compliance with SEC rules and the requirements of the Delaware General Corporation Law, and
there is no assurance as to the timing or amount of such dividend or distribution.
CytRx’s press release relating to the signing of the Contribution Agreement is attached as
Exhibit 99.1 to this Report and incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits
There is filed as part of this report the exhibit listed on the accompanying Index to
Exhibits, which is incorporated herein by reference.
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