CYTR Cytrx Corp. (MM)

On November 15, 2019, the Board of Directors of CytRx Corporation (the “Company”) approved the Company’s 2019 Stock Incentive Plan (the “2019 Plan”). The 2019 Plan provides for the grant of non-statutory stock options, stock bonus awards and restricted stock awards (collectively, “Stock Awards”). Stock Awards may be granted under the 2019 Plan to employees, directors and consultants of the Company and its subsidiaries. The 2019 Plan replaces the Company’s 2008 Stock Incentive Plan, which has expired.

The maximum number of shares of common stock available for issuance under the 2019 Plan will be the sum of (i) 5,400,000 shares of common stock plus (ii) any shares of common stock remaining authorized but unissued or reverting back to the share reserve under the 2008 Stock Incentive Plan by reason of forfeiture, expiration or cancellation without delivery. The shares of common stock subject to Stock Awards under the 2019 Plan (including any awards granted under the 2008 Stock Incentive Plan that revert back to the share reserve) that expire, are forfeited because of a failure to vest, or otherwise terminate without being exercised in full will return to the 2019 Plan and be available for issuance under the 2019 Plan.

Under the 2019 Plan, the Board will have the power to accelerate the time at which a Stock Award may be exercised or the time during which a Stock Award will vest. The 2019 Plan is scheduled to terminate immediately prior to the 10th anniversary of the date it was adopted by the Board, or it may be terminated earlier by the Board. The Board may amend or modify the 2019 Plan at any time, provided that the rights of a holder of a Stock Award may not be impaired by any such amendment unless the participant consents.

The 2019 Plan is filed as an exhibit to this report and is incorporated by reference herein. The foregoing description of the 2019 Plan is subject to, and qualified in its entirety by, the provisions of the 2019 Plan.