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

Item 1.01

On April 28, 2017, CytRx Corporation (we, us, our or the company)
priced our recently announced proposed public offering of 30
million shares of our common stock at a price of $0.50 per share,
for gross proceeds of approximately $15 million.

We will sell the shares to certain investors to securities
purchase agreements entered into on April 28, 2017, which contain
customary representations, warranties and agreements of us and
the investors, and customary conditions to closing, obligations
of the parties and termination provisions. We also agree in the
securities purchase agreements to indemnify the investors against
certain liabilities. Other investors purchased shares to a
prospectus supplement and accompanying prospectus.

H. C. Wainwright Co., or Wainwright or the placement agent, is
acting as our placement agent on a reasonable best efforts basis
with respect to the offering to an engagement letter dated
April27, 2017. We have agreed to pay Wainwright a fee equal to 6%
of the gross proceeds of the offering, subject to certain
exceptions,and to reimburse Wainwright for certain expenses
incurred by it.

The net proceeds to us, after deducting Wainwrights fees and
expenses and other estimated offering expenses payable by us, are
expected to be approximately $13.9 million.

The shares of common stock are being offered to an effective
shelf registration statement on Form S-3 (File No. 333-217184)
that was previously filed with the Securities and Exchange
Commission (SEC) and declared effective on April 21, 2017. The
securities may be offered only by means of a prospectus. A
preliminary prospectus supplement and accompanying base
prospectus supplement related to the offering have been filed
with the SEC and are available on the SECs website at
http://www.sec.gov. The final prospectus supplement and
accompanying base prospectus will be filed with the SEC and, once
filed, will be available on the SECs website.

The foregoing descriptions of the securities purchase agreements
and the engagement letter are not complete and are qualified in
their entirety by reference to the full text of the form of the
securities purchase agreements and of the engagement letter,
copies of which are filed as Exhibits10.1 and 10.2, respectively,
to this Current Report and are incorporated by reference herein.

The securities purchase agreements and the engagement letter
contain representations and warranties that the parties made to,
and solely for the benefit of, the other in the context of all of
the terms and conditions of that agreement and in the context of
the specific relationship between the parties. The provisions of
the securities purchase agreements and the engagement letter,
including the representations and warranties contained therein,
are not for the benefit of any party other than the parties to
such agreements and letter and are not intended as documents for
investors and the public from which to obtain factual information
about us or the other parties to such agreements and letter.
Rather, investors and the public should look to other disclosures
contained in our filings with the SEC.

A copy of the opinion of TroyGould PC relating to the legality of
the shares of common stock offered by us is attached as Exhibit
5.1 hereto.

Press Releases

On April 27, 2017 and April 28, 2017, we issued press releases
announcing the proposed public offering and the pricing of the
offering, respectively. Copies of the press releases are attached
hereto as Exhibits 99.1 and 99.2, respectively, and incorporated
herein by reference.

We are providing the following updated Company Overview and
Recent Developments information.

Company Overview

Based upon the results of our Phase3 clinical trial of
aldoxorubicin as a treatment for patients with relapsed or
refractory soft tissue sarcoma, or STS, we were granted a meeting
with the FDA on March 22, 2017 to discuss the regulatory path
forward for aldoxorubicin. On April 19, 2017, we announced that
we intend to submit a rolling Section 505(b)(2) New Drug
Application (NDA) in the last quarter of 2017. A Section
505(b)(2) NDA is for drugs for which one or more of the
investigations relied on by the applicant for approval of the
application were not conducted by or for the applicant and for
which the applicant has not obtained a right of reference or use
from the person by or for whom the investigations were conducted.
The investigations must have been performed for a drug that had
received FDA approval, which in our case is doxorubicin.
Doxorubicin is considered to be a reference drug, since it is the
active moiety in aldoxorubicin. A 502(b)(2) NDA differs from a
typical Section 505(b)(1) NDA in that we can rely, in part, upon
the FDAs findings of safety and/or effectiveness for the
reference drug, doxorubicin, provided that bridging data
establishing the comparability of aldoxorubicin to doxorubicin
will be deemed acceptable by FDA. Since we intend to pursue the
Section 502(b)(2) regulatory pathway, our former special protocol
assessment, or SPA, with the FDA is no longer applicable. We do
not believe the 505(b)(2) pathway will adversely impact our
Orphan Drug Designation for STS or that additional clinical
studies will need to be conducted to submit our NDA. Subject to
FDA approval, the commercial launch of aldoxorubicin in the
United States is projected for 2018.

We also plan to discuss with the European Medicines Agency, or
EMA, a path to filing a Marketing Authorization Application, or
MAA.

The proposed aldoxorubicin product label would include indicated
for the treatment of STS. New data might allow for future use of
aldoxorubicin in neoadjuvant (pre-surgery) settings, as well as a
replacement for doxorubicin in combinations. We also are
considering a market expansion strategy which could include other
indications or formulations, including combinations of
aldoxorubicin with other chemotherapeutics and immunotherapies.

We are currently evaluating aldoxorubicin in a global Phase 2b
clinical trial in second-line small cell lung cancer in which we
currently expect to announce top-line data in the second quarter
of 2017. We are also evaluating aldoxorubicin in a Phase 1b/2
trial in combination with ifosfamide in patients with STS. We
previously completed Phase 2 clinical trials of aldoxorubicin in
patients with late-stage glioblastoma (brain cancer) and
HIV-related Kaposis Sarcoma, a Phase 1b trial in combination with
gemcitabine in subjects with metastatic solid tumors, a Phase 1b
clinical trial of aldoxorubicin in combination with doxorubicin
in patients with advanced solid tumors and a Phase 1b
pharmacokinetics clinical trial of aldoxorubicin in patients with
metastatic solid tumors.

We also are engaged at our laboratory facility in Freiburg,
Germany in preclinical development in a new class of oncology
candidates utilizing our LADR technology to attach ultra-high
potency drugs to albumin (10-1,000 times more potent than
traditional chemotherapies; these drugs are attached only to
antibodies as antibody-drug conjugates) to target tumors.

Recent Developments

As previously announced, we are under confidentiality agreements
with a number of companies for the possible commercialization of
aldoxorubicin, assuming it is approved for marketing. Depending
upon the outcome of the discussions, we intend to partner with
one or more partners to commercialize aldoxorubicin in the United
States and possibly other markets.

(d) Exhibits

There are filed as part of this report the exhibits listed on the
accompanying Index to Exhibits, which information is incorporated
herein by reference.

About CYTRX CORPORATION (NASDAQ:CYTR)

CytRx Corporation is a biopharmaceutical research and development company specializing in oncology. The Company is focused on the clinical development of aldoxorubicin, its modified version of the chemotherapeutic agent, doxorubicin. It is engaged in Phase III trials for aldoxorubicin as a therapy for patients with soft tissue sarcoma (STS) whose tumors have progressed after treatment with chemotherapy. It is also involved in evaluating aldoxorubicin in a Phase IIb clinical trial in small cell lung cancer; a Phase II clinical trial in human immunodeficiency virus-related Kaposi’s sarcoma; a Phase II clinical trial in patients with late-stage glioblastoma (brain cancer); a Phase Ib trial in combination with ifosfamide in patients with STS, and a Phase Ib trial in combination with gemcitabine in subjects with metastatic solid tumors. It is engaged in the pre-clinical development for DK049, an anti-cancer drug conjugate that utilizes its Linker Activated Drug Release (LADR) technology.

CYTRX CORPORATION (NASDAQ:CYTR) Recent Trading Information

CYTRX CORPORATION (NASDAQ:CYTR) closed its last trading session down -0.182 at 0.503 with 15,925,591 shares trading hands.