Securities Registration (section 12(g)) (8-a12g)
January 23 2020 - 5:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CYTRX
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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000-15327
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58-1642740
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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11726
San Vicente Boulevard, Suite 650
Los
Angeles, California 90049
(Address
of principal executive offices) (Zip Code)
Securities
to be registered pursuant to Section 12(b) of the Act: None
If
this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), please check the following box. [ ]
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If
this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), please check the following box. [ ]
|
|
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. [ ]
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Securities
Act registration statement or Regulation A offering statement file number to which this form relates: None
Securities
to be registered pursuant to Section 12(g) of the Act: Rights to Purchase Series B Junior Participating Preferred Stock
Item
1. Description of Registrant’s Securities to be Registered.
On
December 13, 2019, the Board of Directors of CytRx Corporation (the “Company”) authorized and declared a dividend
to stockholders of record at the close of business on December 23, 2019 of one preferred share purchase right (a “Right”)
for each outstanding share of common stock, $0.001 par value per share, of the Company. Each Right entitles the holder to purchase
from the Company one one-thousandth (subject to adjustment) of one share of Series B Junior Participating Preferred Stock, $0.01
par value per share (“Preferred Stock”), of the Company at an exercise price of $5.00 per one one-thousandth
of a share of Preferred Stock. The complete terms of the Rights are set forth in a Rights Agreement (the “Rights Agreement”),
dated as of December 13, 2019, by and between the Company and American Stock Transfer & Trust Company, LLC, as rights agent,
a copy of which is filed as Exhibit 4.1 hereto and incorporated by reference herein.
The
principal terms of the Rights and the Rights Agreement are described in Item 1.01 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2019, which item is incorporated in its entirety by reference
herein.
Item 2. Exhibits.
(a)
Exhibits
*
Incorporated by reference to the same exhibit in the Current Report on Form 8-K filed by the Company on December 19, 2019.
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
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CYTRX
CORPORATION
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Date:
January 22, 2020
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/s/
John Y. Caloz
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John
Y. Caloz
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Chief
Financial Officer
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