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): July 14, 2010
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)
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(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:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On July 14,
2010, CytRx Corporation (“we,” “us,” “our,” “CytRx” or the “Company”) received a
notice from The Nasdaq Stock Market informing us that for the last 30
consecutive business days, the closing bid price of our common stock has been
below the minimum $1.00 per share requirement for continued inclusion on The
Nasdaq Capital Market under Marketplace Rule 4310(c)(4). Our shares trade
on The Nasdaq Capital Market under the symbol “CYTR.”
The notice
states that under Marketplace Rule 4310(c)(8)(D), we will be provided 180
calendar days, or until January 10, 2011, to regain compliance with Marketplace
Rule 4310(c)(4). To regain compliance, the bid price of our common stock
must close at $1.00 per share or more for a minimum of 10 consecutive business
days anytime before January 10, 2011.
The notice
also states that on January 10, 2011, we will be provided with an additional 180
calendar day compliance period to demonstrate compliance if, at that time, we
meet all of The Nasdaq Capital Market initial inclusion criteria set forth in
Marketplace Rule 4310(c) other than the bid price requirement. If we are not
eligible for an additional compliance period at that time, the Nasdaq staff will
provide written notification that our common stock will be delisted. Upon such
notice, we may appeal the Nasdaq staff determination to a Listing Qualifications
Panel, pursuant to the procedures set forth in the Nasdaq Marketplace
Rule 4800 Series. There can be no assurance that, if the Nasdaq staff
determines to delist our common stock and we appeal the Nasdaq Staff’s
determination, such appeal would be successful. We intend to continue to monitor
the bid price for our common stock. If our common stock does not trade at a
level that is likely to regain compliance with the Nasdaq requirements, our
Board of Directors will consider whatever options may be available to us to
achieve compliance.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Date:
July 16, 2010
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By:
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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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