CYTRX CORPORATION (NASDAQ:CYTR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.

On July 28, 2017, we entered into a First Amendment to Loan and Security Agreement (the "Amendment") with Hercules Capital, Inc. (formerly known as Hercules Technology Growth Capital, Inc.), as administrative agent and collateral agent for itself and the lenders named therein, amending our existing long-term loan facility (the "Loan Agreement") originally entered into on February 5, 2016. The Amendment provides for our payment, on July 28, 2017, of $5.0 million in outstanding principal and unpaid interest due under the Loan Agreement, and for our potential repayment, on or prior to September 30, 2017, of an additional $5.0 million outstanding principal under the Loan Agreement. We made the First Repayment on July 28, 2017.

to the Amendment, the lenders consented to the License Transaction and agreed that the License Transaction is deemed a "Permitted Transfer" under the Loan Agreement, and confirmed that the sale of our common stock to NantCell is not an "Equity Event" under the Loan Agreement.

In connection with the Loan Agreement, we restructured the existing lender warrants to purchase an aggregate of up to approximately 630,000 shares of our common stock at an exercise price of $2.05 per share. to the Amendment, a portion of the warrants (representing 80% of the total number of shares issuable upon exercise of the warrants) was amended to change the exercise price of such portion of the warrants from $2.05 per share to the 30-day volume-weighted average price of our common stock over the 30-day period beginning 15 days before the July 28, 2017 announcement of the License Transaction (the "Warrant Amendments").

The foregoing are only brief descriptions of the material terms of the License Agreement, Stock Purchase Agreement, Warrant, Amendment and Warrant Amendments, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6 (collectively, the "Material Contracts") and are incorporated herein by reference. The foregoing descriptions of the License Agreement, Stock Purchase Agreement, Warrant, Amendment and Warrant Amendments and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Material Contracts. Any representations, warranties and covenants in the Material Contracts were made solely for the benefit of the parties to the Material Contracts; are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules in the Stock Purchase Agreement; may have been made for the purposes of allocating contractual risk between the parties to the Material Contracts instead of establishing these matters as facts; and are subject to standard of materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of CytRx or NantCell or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the respective dates of the Material Contracts, which subsequent information may or may not be fully reflected in CytRx's public disclosures.

The foregoing description in Item 1.01 above regarding the Amendment is incorporated into this Item 2.03 by reference.

The foregoing description in Item 1.01 above regarding the Stock Purchase Agreement, Warrant and Warrant Amendments are incorporated herein by reference.

Press Releases

On July 28, 2017, we issued a press release announcing the License Transaction and Amendment. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.

(d) Exhibits

* Filed herewith

+ Portions of the exhibit have been omitted to a request for confidential treatment to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.