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Form DEF 14A CYTRX CORP For: Jun 14

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

SCHEDULE
14A

 

INFORMATION
REQUIRED IN PROXY STATEMENT

 

SCHEDULE
14A INFORMATION

 

Proxy
Statement Pursuant to Section 14(a) of the Securities

Exchange
Act of 1934 (Amendment No. )

 

Filed
by the Registrant [X]

Filed
by a Party other than the Registrant [  ]

 

Check
the appropriate box:

 

[  ]
Preliminary Proxy Statement

[  ]
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[X]
Definitive Proxy Statement

[  ]
Definitive Additional Materials

[  ]
Soliciting Material Pursuant to §240.14a-12

 

CytRx
Corporation

(Name
of Registrant as Specified In Its Charter)

 

 

(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment
of Filing Fee (Check the appropriate box):

 

[X] No fee required.
[  ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

 

(1) Title
of each class of securities to which transaction applies:
   
(2) Aggregate
number of securities to which transaction applies:
   
(3) Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
   
(4) Proposed
maximum aggregate value of transaction:
   
(5) Total
fee paid:

 

[  ] Fee paid previously with preliminary materials.

 

[  ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1) Amount
Previously Paid:
   
(2) Form,
Schedule or Registration Statement No.:
   
(3) Filing
Party:
   
(4)
Date
Filed:

 

 

 

CytRx
Corporation

 

11726
San Vicente Boulevard, Suite 650

Los
Angeles, California 90049

 

June
14, 2021

 

Dear
Stockholder:

 

You
are cordially invited to attend the 2021 Annual Meeting of Stockholders of CytRx Corporation. The meeting will be held at the Company’s
corporate offices, 11726 San Vicente Blvd, Ste 650, Los Angeles, CA 90049 at 10:00 A.M., local time, on Thursday, July 29, 2021.

 

The
Notice of Meeting and the Proxy Statement on the following pages cover the formal business of the Annual Meeting.

 

Due
to COVID-19, we may enforce appropriate social protocols as may be permissible under the law.

 

Your
vote is very important. Whether or not you plan to attend or participate in the 2021 Annual Meeting, we encourage you to read the Proxy
Statement and vote as soon as possible. For specific instructions on how to vote your shares, please refer to the section in the Proxy
Statement entitled “How can I vote my shares?” and the instructions on the proxy card or proxy materials you receive from
your broker, bank or other intermediary.

 

Thank
you.

 

  Sincerely,
   
   
  Steven
A. Kriegsman
  Chairman
and Chief Executive Officer

 

 

CytRx
Corporation

 

11726
San Vicente Boulevard, Suite 650

Los
Angeles, California 90049

 

NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS

to
be held on July 29, 2021

 

Notice
is hereby given to the holders of common stock, $0.001 par value per share, of CytRx Corporation that the 2021 Annual Meeting of Stockholders
will be held at the Company’s corporate offices, 11726 San Vicente Blvd, Ste 650, Los Angeles, CA 90049 at 10:00 A.M., local time,
on Thursday, July 29, 2021 for the following purposes:

 

  The
election of two Class III directors to serve until the 2024 Annual Meeting of Stockholders;
     
 
An
advisory proposal (non-binding) regarding the compensation of our named executive officers as disclosed in this Proxy Statement;
     
  The
ratification of the appointment of Weinberg & Company as our independent registered public accounting firm for the fiscal year
ending December 31, 2021; and
     
  The
transaction of such other business as may properly come before the Annual Meeting and at any postponement or adjournment thereof.

 

Only
those stockholders of record at the close of business on June 1, 2021 are entitled to notice of and to vote at the Annual Meeting and
at any postponement or adjournment thereof.

 

  By
Order of the Board of Directors,
   
   
  John
Y. Caloz
  Chief
Financial Officer and Senior Vice President

 

June
14, 2021

 

Important
Notice Regarding Internet Availability of Proxy Materials

for
the Annual Meeting of Stockholders to Be Held on July 29, 2021:

 

The
proxy materials for the Annual Meeting, including the Annual Report and the Proxy Statement,

are
available at http://materials.proxyvote.com/232828.

 

WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN, DATE, AND RETURN THE ENCLOSED PROXY PROMPTLY IN THE ENCLOSED BUSINESS
REPLY ENVELOPE (OR USE TELEPHONE OR INTERNET VOTING PROCEDURES, IF AVAILABLE THROUGH YOUR BROKER). IF YOU ATTEND THE ANNUAL MEETING AND
WISH TO DO SO, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

 

 

TABLE
OF CONTENTS

 

 

 

CytRx
Corporation

 

11726
San Vicente Boulevard, Suite 650

Los
Angeles, California 90049

 

To
Be Held July 29, 2021

 

PROXY
STATEMENT

 

GENERAL
INFORMATION

 

This
Proxy Statement is furnished to holders of the common stock, $0.001 par value per share, of CytRx Corporation, a Delaware corporation
(“we,” “us,” “our,” “CytRx” or the “Company”), in connection with the solicitation
of proxies by our board of directors (“board of directors” or “board”) for use at our Annual Meeting of Stockholders
to be held at the Company’s corporate offices, 11726 San Vicente Blvd, Ste 650, Los Angeles, CA 90049, local time, on Thursday,
July 29, 2021 and at any postponement or adjournment thereof.

 

This
Proxy Statement and the accompanying proxy materials are first being furnished to our stockholders on or about June 14, 2021. Our board
of directors is asking you to vote your shares as described below. If you attend the Annual Meeting in person, you may vote at the Annual
Meeting even if you have previously submitted a proxy. Please note, however, that if your shares are held of record by a broker, bank
or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

 

In
accordance with the rules of the SEC, we are furnishing our proxy materials, including this Proxy Statement and our 2020 Annual Report
on Form 10-K, to our stockholders via the Internet. We are mailing to certain of our stockholders a Notice of Internet Availability of
Proxy Materials (the “Notice of Internet Availability”) that contains instructions on how to access our proxy materials on
the Internet and how to vote. Other stockholders, in accordance with their prior requests, will receive an email with instructions on
how to access our proxy materials and vote, or will be mailed paper copies of our proxy materials and a proxy card or voting form. Stockholders
may request to receive all future proxy materials in printed form by mail or electronically by email by following the instructions contained
in the Notice of Internet Availability.

 

This
Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020 are available on the Internet at: http://www.cytrx.com/investor-relations/sec-filings/.

 

What
is a proxy?

 

A
proxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone
as your proxy in a written document, that document is also called a proxy or a proxy card. We have designated Ms. Cristina Newman, Corporate
Secretary and Mr. John Y. Caloz, our Chief Financial Officer and Senior Vice President, as proxy holders for the Annual Meeting. By completing,
signing and returning the accompanying proxy card, you are authorizing Ms. Newman and Mr. Caloz, or either of them, to vote your shares
at the Annual Meeting as you have instructed them on the proxy card. This way, your shares will be voted whether or not you attend the
Annual Meeting. Even if you plan to attend the Annual Meeting, it is advisable to complete, sign and return your proxy card before the
Annual Meeting date just in case your plans change. You may vote, in person, at the Annual Meeting even if you have previously returned
a proxy. If you hold shares through a broker, bank or similar organization, you must provide a copy of the proxy from the broker or other
agent.

 

What
is a Proxy Statement?

 

This
Proxy Statement is a document that regulations of the Securities and Exchange Commission, or SEC, require us to give you when we ask
you to sign a proxy card designating Ms. Newman and Mr. Caloz as proxies to vote on your behalf.

 

 

What
is in this Proxy Statement?

 

This
Proxy Statement describes the Proposals on which we would like you, as a stockholder, to vote at the Annual Meeting. It gives you information
on the Proposals, as well as other information about us, so that you can make an informed decision.

 

What
am I voting on?

 

Proposal
1:
The
election of two Class III directors to serve until the 2024 annual meeting of stockholders.
   
Proposal
2:
An
advisory proposal (non-binding) regarding the compensation of our named executive officers as disclosed in this Proxy Statement.
   
Proposal
3:
Ratification
of the appointment of Weinberg & Company as our independent registered public accounting firm for the fiscal year ending December
31, 2021.

 

Who
is entitled to vote at and attend the Annual Meeting?

 

Only
stockholders of record at the close of business on June 1, 2021 are entitled to notice of, and to vote at, the Annual Meeting and at
any adjournment or postponement thereof.

 

Attendance
at the Annual Meeting will be limited to stockholders or their proxy holders. If you are a proxy holder for a stockholder whose shares
are registered in his or her name, you must provide a copy of the proxy from the stockholder of record. If you hold shares through a
broker, bank or similar organization, you must provide a copy of the proxy from the broker or other agent. Each attendee must also present
valid photo identification, such as a driver’s license or passport. Cameras, recording devices, and other electronic devices will
not be permitted at the Annual Meeting.

 

How
can I vote my shares?

 

Whether
you hold shares as a stockholder of record or a beneficial owner, you may direct how your shares are voted without attending the 2021
Annual Meeting by the following means:

 

(1)
By mail — Complete, sign and date the proxy card where indicated and return it in the prepaid envelope included with the proxy
card. Proxy cards submitted by mail must be received by the time of the meeting in order for your shares to be voted. If you are a beneficial
owner of shares held in street name, you may vote by mail by completing, signing and dating the voting instructions in the notice provided
by your broker, bank or other intermediary and mailing it in the accompanying pre-addressed envelope.

 

(2)
By telephone — If you are a stockholder of record or a record holder that has shares of our common stock registered in their names
with our transfer agent, American Stock Transfer, please submit your proxy by calling 1-800-690-6903 specified on your paper copy of
the proxy card you received if you received a printed set of the proxy materials. If you are a beneficial owner, who owns shares that
are held in ‘Street name” through a broker, bank or other intermediary, please submit your vote by calling 1-800-454-8683
specified on your voting instruction form. You must have your sixteen digit control number that appears on your proxy card or voting
instruction form available when submitting your proxy over the telephone.

 

(3)
By Internet — If you received a Notice of Internet Availability by mail, you can submit your proxy or voting instructions over
the Internet by following the instructions provided in the Notice of Internet Availability. If you received a Notice of Internet Availability
or proxy materials by email, you may submit your proxy or voting instructions over the Internet by following the instructions included
in the email. If you received a printed set of the proxy materials by mail, including a paper copy of the proxy card or voting instruction
form, you may submit your proxy or voting instructions over the Internet by following the instructions on the proxy card or voting instruction
form.

 

 

If
your control number is not recognized, please refer to your proxy card or voting instruction form for specific voting instructions.

 

What
does it mean if I receive more than one proxy card?

 

It
means that you have multiple accounts at the transfer agent or with stockbrokers. Please complete, sign and return all proxy cards to
ensure that all your shares are voted. Unless you need multiple accounts for specific purposes, it may be less confusing if you consolidate
as many of your transfer agent or brokerage accounts as possible under the same name and address.

 

What
if I change my mind after I return my proxy card?

 

You
may revoke your proxy card and change your vote by:

 

  signing
another proxy card with a later date and returning it before the polls close at the Annual Meeting; or
     
  voting
in person at the Annual Meeting.

 

However,
if you hold your shares in street name, you must request a proxy from the person in whose name your shares are held, usually your stockbroker,
to vote at the Annual Meeting.

 

Will
my shares be voted if I do not return my proxy card?

 

If
your shares are held in street name, your brokerage firm may vote your shares without your instructions only under certain circumstances.

 

Brokerage
firms have authority under the rules of The New York Stock Exchange to vote customers’ unvoted shares on “routine”
matters only. Under these rules, Proposals 1 and 2 are considered non-routine, so if you do not give your broker instructions, your shares
will be treated as broker non-votes and will not be voted with respect to each of Proposals 1 and 2. Proposal 3 is considered a routine
matter.

 

If
you do not return a proxy card to vote your shares, your brokerage firm may either:

 

  vote
your shares on Proposal 3 only; or
     
  leave
your shares unvoted.

 

We
encourage you to provide instructions to your brokerage firm by returning your proxy card. This ensures that your shares will be voted
at the Annual Meeting with respect to all of the Proposals described in this Proxy Statement.

 

What
constitutes a quorum?

 

Our
Amended and Restated Bylaws (“Bylaws”), provide that the presence, in person or by proxy, at the Annual Meeting of the holders
of a majority of outstanding shares of our common stock will constitute a quorum for the transaction of business.

 

For
the purpose of determining the presence of a quorum, proxies marked “withhold authority” or “abstain” will be
counted as present. Shares represented by proxies that include so-called broker non-votes (shares held by a broker or nominee that has
no authority to vote upon a particular matter) also will be counted as shares present for purposes of establishing a quorum. On the record
date, there were 36,480,038 shares of our common stock issued and outstanding.

 

 

What
are the voting rights of the holders of our common stock?

 

Holders
of our common stock are entitled to one vote per share with respect to each of the matters to be presented at the Annual Meeting.

 

With
respect to Proposal 1, the election of directors, there are two nominees, who will be elected by a plurality of the votes cast for such
Class. You may vote “FOR” or “WITHHOLD AUTHORITY” with respect to each of the nominees. In tabulating the voting
results for the election of directors, only “FOR” votes will be counted. Abstentions
and broker non-votes will not be considered as votes cast on this proposal and therefore will not affect the outcome of this proposal.

 

With
respect to each of Proposals 2 and 3,
you may vote “FOR,”
“AGAINST” or “ABSTAIN.” Broker non-votes will have no effect on the outcome of Proposal 2 or 3. Abstentions will
have the effect of a vote against Proposals 2 and 3, since the shares underlying an abstention will be counted as present at the Annual
Meeting.

 

What
happens if a director nominee is unable to stand for election?

 

Our
board of directors may select a substitute nominee. If you have completed, signed and returned your proxy card, Ms. Newman and Mr. Caloz,
or either of them, can vote your shares for the substitute nominee.

 

What
are the board’s recommendations?

 

The
recommendations of our board of directors are set forth together with the description of each Proposal in this Proxy Statement. In summary,
our board of directors recommends a vote:

 

  “FOR”
election of two Class III directors as named in this Proxy Statement, as described in Proposal 1;
     
  “FOR”
the approval of the advisory proposal (non-binding) regarding the compensation of our named executive officers as disclosed in this
Proxy Statement, as described in Proposal 2; and
     
  “FOR”
ratification of the appointment of Weinberg & Company as our independent registered public accounting firm for the year ending
December 31, 2021, as described in Proposal 3.

 

Proxies

 

If
the enclosed proxy card is executed, returned in time and not revoked, the shares represented thereby will be voted at the Annual Meeting
and at any postponement or adjournment thereof in accordance with the directions indicated on the proxy card. IF NO DIRECTIONS ARE INDICATED,
PROXIES WILL BE VOTED IN ACCORDANCE WITH OUR BOARD OF DIRECTORS’ RECOMMENDATIONS IN THIS PROXY STATEMENT AND, AS TO ANY OTHER MATTERS
PROPERLY BROUGHT BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF, IN THE SOLE DISCRETION OF THE PROXIES.

 

Is
my vote kept confidential?

 

Proxies,
ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed to third parties except as may
be necessary to meet legal requirements.

 

Where
do I find the voting results of the Annual Meeting?

 

We
will announce preliminary voting results at the Annual Meeting and publish the final results in a Form 8-K to be filed with the SEC.
You may obtain a copy of the Form 8-K by contacting us at (310) 826-5648 or at an SEC public reference room. For the location of an SEC
public reference room, please contact the SEC at (800) SEC-0330.

 

 

You
can also read the Form 8-K that will contain the voting results on the Internet at www.cytrx.com or through the SEC’s electronic
data system called EDGAR at www.sec.gov.

 

How
do I receive an annual report?

 

A
copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”) is being delivered
with this Proxy Statement. The Annual Report is also available on our website at www.cytrx.com/investor-relations/sec-filings/ and
on the SEC’s website at www.sec.gov. The Annual Report available on our website includes a letter to stockholders from our
Chairman and Chief Executive Officer. Copies of exhibits to the Annual Report will be made available for a reasonable charge upon written
request to CytRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049, Attention: Corporate Secretary.

 

We
encourage you to review our periodic reports filed with the SEC, including, but not limited to, our most recent Quarterly Report on Form
10-Q filed on May 14, 2021.

 

 

PROPOSAL
1

 

ELECTION
OF DIRECTORS

 

Pursuant
to our Bylaws, our board of directors has fixed the number of our directors at four. Our Restated Certificate of Incorporation and our
Bylaws provide for the classification of our directors into three classes, which we refer to as Class I, Class II and Class III, with
each Class to consist as nearly as possible of an equal number of directors. One Class of directors is to be elected at each annual meeting
of stockholders to serve for a term of three years.

 

The
board of directors has fixed as two to be elected to the board at this Annual Meeting. Effective May 21, 2021, Dr. Earl Brien resigned
as a director of the Company. Our board of directors has nominated Dr. Jennifer K. Simpson for election as a Class III director to serve
until the 2024 Annual Meeting of Stockholders and until her successor is duly elected and qualified. In addition, our board of directors
has nominated Mr. Joel Caldwell for reelection to our Board.

 

Information
concerning Dr. Simpson and Mr. Caldwell, as well as the directors whose terms of office will continue after the 2021 Annual Meeting,
is set forth below. Each director’s age is indicated in parentheses after his or her name.

 

Class
III — Nominee to Serve as Directors Until the 2024 Annual Meeting of Stockholders

 

Jennifer
K. Simpson, Ph.D.
(52) Dr. Simpson serves as President and Chief Executive Officer and as a member of the board of directors of Panbela
Therapeutics since July 2020. She most recently served as President and Chief Executive Officer and as a member of the board of directors
of Delcath Systems, Inc., an interventional oncology company, from 2015 to June 2020. She had previously held various other leadership
roles at Delcath since 2012. From 2011 to 2012, Dr. Simpson served as Vice President, Global Marketing, Oncology Brand Lead at ImClone
Systems, Inc. (a wholly owned subsidiary of Eli Lilly and Company), where she was responsible for all product commercialization activities
and launch preparation for one of the late-stage assets. From 2009 to 2011, Dr. Simpson served as Vice President, Product Champion and
from 2008 to 2009 as the Associate Vice President, Product Champion for ImClone’s product Ramucirumab. From 2006 to 2008, Dr. Simpson
served as Product Director, Oncology Therapeutics Marketing at Ortho Biotech (now Janssen Biotech), a Pennsylvania-based biotech company
that focuses on innovative solutions in immunology, oncology and nephrology. Earlier in her career, Dr. Simpson spent over a decade as
a hematology/oncology nurse practitioner and educator. Dr. Simpson has served on the board of directors and nominating and corporate
governance committee of Eagle Pharmaceuticals, Inc. since August 2019. She earned a Ph.D. in Epidemiology from the University of Pittsburgh,
a M.S. in Nursing from the University of Rochester, and a B.S. in Nursing from the State University of New York at Buffalo. Her experience
in the field of clinical development and oncology will be very helpful to the board and the Company.

 

Joel
K. Caldwell
(66) joined our board of directors and became the Chairman of the Audit Committee on July 12, 2017. He brings more than
30 years of experience in tax matters, finance and internal auditing. Mr. Caldwell retired from Southern California Edison, one of the
nation’s largest public utilities, where he had been employed for 28 years in various executive-level accounting and finance positions
covering Internal Audits, Executive Compensation, Long Term Finance, Employee Benefits and, most recently prior to his retirement, Sarbanes-Oxley
Internal Controls Compliance. He also worked in public accounting at the firm of Arthur Andersen & Co. Mr. Caldwell volunteers his
business skills, serving as a financial advisor on the board of trustees of a charitable organization, and continues his involvement
with track and field sports by volunteering as a meet official at Pacific Palisades Charter High School. He holds B.S. and M.B.A. degrees
from the University of California, Berkeley. Mr. Caldwell has been a Certified Public Accountant in California since 1982 and a Certified
Internal Auditor since 1986. He is a member of both the American Institute of Certified Public Accountants and the California Society
of Certified Public Accountants. His diverse background in accounting, auditing and finance will provide the board with a balanced perspective
to enhance its stewardship of the Company.

 

THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE ELECTION

OF
DR. SIMPSON AND MR. CALDWELL AS CLASS III DIRECTORS.

 

 

Continuing
Directors

 

The
following is a description of the incumbent Class I and Class II directors whose terms of office will continue after the 2021 Annual
Meeting:

 

Class
I – Term Expiring at the 2022 Annual Meeting

 

Louis
Ignarro, Ph.D.
(80) has been a director since July 2002 and has served as the Chairman of the board’s Nomination and Governance
Committee since March 9, 2015. Since December 2016, Dr. Ignarro also serves as the Company’s lead independent director and Chairman
of the Compensation Committee. He previously served as a director of Global Genomics from November 2000 until 2002. Until his retirement
as Professor Emeritus in 2013, Dr. Ignarro served as the Jerome J. Belzer, M.D. Distinguished Professor of Pharmacology in the Department
of Molecular and Medical Pharmacology at the UCLA School of Medicine. He had been at the UCLA School of Medicine since 1985 as a professor,
acting chairman and assistant dean. Dr. Ignarro received the Nobel Prize for Medicine in 1998, in recognition of his discoveries of the
effects of nitric oxide on human physiology. Dr. Ignarro received a B.S. in pharmacy from Columbia University and his Ph.D. in Pharmacology
from the University of Minnesota. As a Nobel Laureate and an esteemed medical researcher, Dr. Ignarro’s intellect and experience
enables him to offer important scientific guidance to our board of directors.

 

Class
II — Nominee to Serve as Director Until the 2023 Annual Meeting of Stockholders

 

Steven
A. Kriegsman (79)
has been CytRx’s Chief Executive Officer and a director since July 2002. In October 2014, he was elected
Chairman of the Board. Mr. Kriegsman served on the boards of directors of Galena Biopharma, Inc. from 2009 until 2016 and Catasys, Inc.
from November 2013 to August 2015. He previously served as Director and Chairman of Global Genomics from June 2000 until 2002. Mr. Kriegsman
is an inactive Chairman and the founder of Kriegsman Capital Group LLC, a financial advisory firm specializing in the development of
alternative sources of equity capital for emerging growth companies in the healthcare industry. During his career, he has advised such
companies as SuperGen Inc., Closure Medical Corporation, Novoste Corporation, Miravant Medical Technologies, and Maxim Pharmaceuticals.
In the past, Mr. Kriegsman has also served on the Board of Directors of Bradley Pharmaceuticals, Inc. and Hythiam, Inc. Mr. Kriegsman
has a B.S. degree with honors from New York University in Accounting and completed the Executive Program in Mergers and Acquisitions
at New York University, The Management Institute. Mr. Kriegsman is a graduate of the Stanford Law School Directors’ College.

 

Mr.
Kriegsman was formerly a Certified Public Accountant with KPMG in New York City. In February 2006, Mr. Kriegsman received the Corporate
Philanthropist of the Year Award from the Greater Los Angeles Chapter of the ALS Association and in October 2006, he received the Lou
Gehrig Memorial Corporate Award from the Muscular Dystrophy Association. Mr. Kriegsman has been a guest speaker and lecturer at various
universities including California Institute of Technology (Caltech), Brown University, and New York University. He also was an instructor
at York College in Jamaica (Queens), NY, where he taught business to a diverse group of students in York’s adult education program.
Mr. Kriegsman has been active in various charitable organizations including the Biotechnology Industry Organization, the California Health
Institute, the ALS Association, the Los Angeles Venture Association, the Southern California Biomedical Council, the American Association
of Dance Companies and the Palisades-Malibu YMCA. Mr. Kriegsman served in the US Army from 1963-1969.

 

Mr.
Kriegsman’s extensive history as a member of management is vital to the board of directors’ collective knowledge of our day-to-day
operations. He also provides great insight as to how CytRx grew as an organization and his institutional knowledge is an invaluable asset
to the board of directors in effecting its oversight of CytRx’s strategic plans. Mr. Kriegsman’s presence on the board of
directors allows for a flow of information and ideas between the board of directors and management.

 

 

CORPORATE
GOVERNANCE

 

Meetings
of the Board of Directors and Committees

 

Board
of Directors

 

The
property, affairs and business of CytRx are conducted under the general supervision and management of our board of directors as called
for under the laws of Delaware and our Bylaws. Mr. Kriegsman, our Chief Executive Officer, also serves as Chairman of our board of directors.
Dr. Ignarro serves as our lead independent director. Our board of directors has established two standing committees, the Audit Committee
and the Compensation Committee to provide effective oversight of the Company.

 

The
board of directors held six meetings in 2020. Each of our current directors attended at least 75{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of the meetings of the board and of
board committees on which the director served during this period.

 

Director
Independence

 

Our
board of directors has determined that the newly nominated director, Dr. Simpson, and the incumbent nominee, Mr. Caldwell, as well as
the continuing director, Dr. Ignarro, are “independent” under the current independence standards of the OTC Markets, and
have no material relationships with us (either directly or as a partner, shareholder or officer of any entity) that are inconsistent
with a finding of their independence as members of our board of directors. Our board has determined that the directors mentioned above
also met the higher standards of the OTC Markets of “independence” for purposes of service as the members of our Audit Committee.
In making these determinations, our board of directors has broadly considered all relevant facts and circumstances, recognizing that
material relationships can include commercial, banking, consulting, legal, accounting, and familial relationships, among others.

 

The
following table provides information concerning the current membership of our board committees:

 

Name  

Audit

Committee

 

Compensation

Committee

Louis J. Ignarro, Ph.D. (Lead Director)     Chair
         
Mr. Joel Caldwell, CPA   Chair  

 

Audit
Committee

 

Our
board of directors has determined that each of the current members of the Audit Committee is “independent” under the current
independence standards of the OTC Markets. Our board of directors has also determined that Mr. Caldwell is an audit committee financial
expert.

 

The
Audit Committee’s responsibilities include oversight activities described below under the “Report of the Audit Committee.”
The Audit Committee reviews our financial structure, policies and procedures, appoints our independent registered public accounting firm,
reviews with our independent registered public accounting firm the plans and results of the audit engagement, approves audit and permitted
non-audit services provided by our independent registered public accounting firm, reviews the independence of our independent registered
public accountants and reviews the adequacy of our internal accounting controls as well as of our ethics programs.

 

The
Audit Committee has discussed with our independent registered public accounting firm the firm’s independence from management and
us, including the matters in the written disclosures required by the Independence Standards board and considered the compatibility of
permitted non-audit services with the auditors’ independence.

 

 

Audit
Committee Report

 

Set
forth below is the Audit Committee Report:

 

The
following Report does not constitute soliciting material and should not be considered or deemed filed, or incorporated by reference into
any filing, by us with the SEC, except to the extent we specifically incorporate this Report by reference.

 

The
primary function of the Audit Committee is to assist the board of directors in fulfilling its oversight responsibilities relating to:

 

  The
quality and integrity of our financial statements and reports.
     
  Our
independent registered public accounting firm’s qualifications and independence.
     
  The
performance of our internal audit function and our independent auditors.
     
  Compliance
with our disclosure policy and applicable federal and state laws, including Delaware’s duty of disclosure.

 

The
Audit Committee operates under a written charter adopted by our board of directors, a copy of which is available on our website at www.cytrx.com.

 

The
Audit Committee’s primary duties and responsibilities are to:

 

  Serve
as an independent and objective party to monitor our financial reporting process and internal control system.
     
  Review
and appraise the audit efforts of our independent accountants and internal audit function.
     
  Provide
an open avenue of communication among the independent accountants, our management and the board of directors.

 

The
Audit Committee provides assistance to the board of directors in fulfilling its oversight responsibility to the stockholders, the investment
community and others relating to our financial statements and the financial reporting process, our disclosure policy, our systems of
internal accounting and financial controls, our internal audit function, the annual independent audit of our financial statements and
the ethics programs established by our management and the board of directors. The Audit Committee has the sole authority (subject, if
applicable, to stockholder ratification) to appoint or replace the outside auditors and is directly responsible for determining the compensation
of the independent auditors. The Audit Committee also receives reports from the Disclosure Committee and Director of Communications Compliance.

 

The
Audit Committee must pre-approve all auditing services and all permitted non-auditing services to be provided by the outside auditors.
In general, the Audit Committee’s policy is to grant such approval where it determines that the non-audit services are not incompatible
with maintaining the auditors’ independence and there are cost or other efficiencies in obtaining such services from the auditors
as compared to other possible providers. During 2020, the Audit Committee approved all of the audit and non-audit services proposals
submitted to it.

 

The
Audit Committee met four times during 2020. The Audit Committee schedules its meetings with a view to ensuring that it devotes appropriate
attention to all of its tasks. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought
to its attention, with full access to all of our books, records, facilities and personnel, and to retain its own legal counsel and other
advisers as it deems necessary or appropriate.

 

 

As
part of its oversight of our financial statements, the Audit Committee reviews and discusses with both management and its outside auditors
our interim financial statements and annual audited financial statements that are included in our Quarterly Reports on Form 10-Q and
Annual Report on Form 10-K, respectively. Our management advised the Audit Committee in each case that all such financial statements
were prepared in accordance with accounting principles generally accepted in the United States and reviewed significant accounting issues
with the Audit Committee. These reviews included discussion with the outside auditors of matters required to be discussed under applicable
rules, regulations and U.S. generally accepted auditing standards (including Auditing Standard No. 1301, “Communications with Audit
Committees” as adopted by the Public Company Accounting Oversight Board (“PCAOB”).

 

The
Audit Committee has retained Weinberg & Company since June 2019 to audit our financial statements. The Audit Committee also has selected
Weinberg & Company as our independent registered public accounting firm for fiscal 2021.

 

The
Audit Committee discussed with Weinberg & Company, which audited our annual financial statements for 2020, matters relating to its
independence, including a review of audit and non-audit fees and the letter and written disclosures made by Weinberg & Company to
the Audit Committee as required by the PCAOB.

 

In
addition, the Audit Committee reviewed initiatives aimed at strengthening the effectiveness of CytRx’s internal control structure.
As part of this process, the Audit Committee continues to monitor and review staffing levels and steps taken to implement recommended
improvements in internal procedures and controls.

 

Taking
all of these reviews and discussions into account, the Audit Committee recommended to our board of directors that our audited financial
statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC.

 

  Respectfully
submitted,
   
  Audit
Committee:
   
  Joel
Caldwell, CPA, Chair
  Louis
Ignarro, Ph.D.

 

Compensation
Committee

 

The
Compensation Committee is authorized to determine the annual salaries and bonuses of our officers and to make and approve in its sole
discretion, stock option grants and other discretionary awards under our stock option or other equity incentive plans to all persons
who are Board members or officers, and shall approve the amount of stock options annually granted to staff. The Committee also is authorized
to interpret our stock option plans, to prescribe, amend and rescind rules and regulations relating to the plans, to determine the term
and provisions of the respective option agreements, and to make all other determinations deemed necessary or advisable for the administration
of the plans. The Compensation Committee is also authorized to approve all special perquisites, special cash payments and other special
compensation and benefit arrangements for officers The Compensation Committee operates pursuant to a written charter a copy of which
is available on our website at www.cytrx.com. Our board of directors has determined that each of the current members of the Compensation
Committee, Dr. Ignarro and Mr. Caldwell, are “independent” under the current independence standards of the OTC Markets for
purposes of service on the Compensation Committee.

 

The
Compensation Committee has reviewed our compensation policies and practices for all employees, including our named executive officers,
as they relate to risk management practices and risk-taking incentives, and has determined that there are no risks arising from these
policies and practices that are reasonably likely to have a material adverse effect on us.

 

The
Compensation Committee held one meeting during 2020.

 

 

Stockholder
Recommendations of Director Candidates

 

The
policy of the board of directors is that a stockholder wishing to submit recommendations for director candidates for consideration as
nominees of the board of directors for election at an annual meeting of shareholders must do so in writing no later than 120 days nor
more than 150 days before the anniversary of the mailing date of the previous year’s proxy statement. The written recommendation
must include the following information:

 

  A
statement that the writer is a stockholder and is proposing a candidate for consideration, and include the name and address of the
stockholder and the number of shares of our common stock which the stockholder owns beneficially or of record.
     
  The
name and contact information for the candidate.
     
  A
statement of the candidate’s business and educational experience.
     
  The
number of shares of our common stock, if any, owned either beneficially or of record by the candidate and the length of time such
shares have been so owned.
     
  The
written consent of the candidate to serve as a director if nominated and elected.

 

  Information
regarding any relationship or understanding between the proposing stockholder and the candidate.
     
  A
statement that the proposed candidate has agreed to furnish us all information as we deem necessary to evaluate such candidate’s
qualifications to serve as a director.

 

Any
recommendations in proper form received from stockholders will be evaluated in the same manner that potential nominees recommended by
our board members or management are evaluated.

 

Stockholder
Nominations of Directors

 

Our
Bylaws specify the procedures by which stockholders may nominate director candidates directly, as opposed to merely recommending a director
candidate to the board of directors as described above. Any stockholder nominations must comply with the requirements of our Bylaws and
should be addressed to: Corporate Secretary, CytRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049.
Any stockholder making a nomination must do so in writing no later than 120 days nor more than 150 days before the anniversary of the
mailing date of the previous year’s proxy statement for stockholder proposals.

 

Stockholder
Communication with Board Members

 

Stockholders
who wish to communicate with our board members may contact us by telephone, facsimile or regular mail at our principal executive office.
Written stockholder communications specifically marked as a communication for our board of directors or a particular director, will be
forwarded unopened to the Chairman of the Board or to the particular director to which they are addressed, or presented to the full board
or the particular director at the next regularly scheduled board meeting. In addition, stockholder communications received by us via
telephone or facsimile for our board of directors or a particular director will be forwarded to our board or the particular director
by an appropriate officer.

 

Code
of Ethics

 

We
have adopted a Code of Ethics applicable to all employees, including our principal executive officer, principal financial officer and
principal accounting officer, a copy of which is available on our website at www.cytrx.com. We will furnish, without charge, a
copy of our Code of Ethics upon request. Such requests should be directed to Attention: Corporate Secretary, 11726 San Vicente Boulevard,
Suite 650, Los Angeles, California, or by telephone at 310-826-5648.

 

 

Board
Leadership Structure

 

On
October 15, 2014, our board of directors appointed Mr. Kriegsman as Chairman of the Board. The Chairman of the Board presides at all
meetings of our board of directors (but not at its executive sessions) and exercises and performs such other powers and duties as may
be assigned to him from time to time by the board or prescribed by our amended and restated bylaws.

 

Our
board of directors has no established policy on whether it should be led by a Chairman who is also the Chief Executive Officer, but periodically
considers whether combining, or separating, the role of Chairman and Chief Executive Officer is appropriate. At this time, our board
is committed to the combined role given the circumstances of our Company, including Mr. Kriegsman’s knowledge of the pharmaceutical
industry and our Company’s strategy. Our board believes that having a Chairman who also serves as the Chief Executive Officer allows
timely communication with our board on company strategy and critical business issues, facilitates bringing key strategic and business
issues and risks to the board’s attention, avoids ambiguity in leadership within the Company, provides a unified leadership voice
externally and clarifies accountability for Company business decisions and initiatives. In December 2016, Dr. Ignarro was appointed as
an independent Lead Director to act as a liaison between the Chairman of the Board and the independent directors. The board will continue
to assess whether this leadership structure is appropriate and will adjust it as it deems appropriate.

 

Board
of Directors’ Role in Risk Oversight

 

In
connection with its oversight responsibilities, our board of directors, including the Audit Committee, periodically assesses the significant
risks that we face. These risks include, but are not limited to, financial, technological, competitive, and operational risks. Our board
of directors administers its risk oversight responsibilities through our Chief Executive Officer and Chief Financial Officer, who review
and assess the operations of our business as well as operating management’s identification, assessment and mitigation of the material
risks affecting our operations.

 

Transactions
with Related Persons

 

General

 

Our
Audit Committee is responsible for reviewing and approving, as appropriate, all transactions with related persons, in accordance with
its Charter.

 

Transactions
between us and one or more related persons may present risks or conflicts of interest or the appearance of conflicts of interest. Our
Code of Ethics requires all employees, officers and directors to avoid activities or relationships that conflict, or may be perceived
to conflict, with our interests or adversely affect our reputation. It is understood, however, that certain relationships or transactions
may arise that would be deemed acceptable and appropriate so long as there is full disclosure of the interest of the related parties
in the transaction and review and approval by disinterested directors to ensure there is a legitimate business reason for the transaction
and that the transaction is fair to us and our stockholders.

 

As
a result, the procedures followed by the Audit Committee to evaluate transactions with related persons require:

 

  That
all related person transactions, all material terms of the transactions, and all the material facts as to the related person’s
direct or indirect interest in, or relationship to, the related person transaction must be communicated to the Audit Committee; and
     
  That
all related person transactions, and any material amendment or modification to any related person transaction, be reviewed and approved
or ratified by the Audit Committee.

 

Our
Audit Committee will evaluate related person transactions based on:

 

  Information
provided by members of our board of directors in connection with the required annual evaluation of director independence;
     
  Pertinent
responses to the Directors’ and Officers’ Questionnaires submitted periodically by our officers and directors and provided
to the Audit Committee by our management;
     
  Background
information on nominees for director provided by our board of directors; and
     
  Any
other relevant information provided by any of our directors or officers.

 

In
connection with its review and approval or ratification, if appropriate, of any related person transaction, our Audit Committee is to
consider whether the transaction will compromise standards included in our Code of Ethics. In the case of any related person transaction
involving an outside director or nominee for director, the Audit Committee also is to consider whether the transaction will compromise
the director’s status as an independent director as prescribed in the standards of the OTC Markets pertaining to companies listed
on OTCQB.

 

There
were no related person transactions in 2020.

 

 

Applicable
Definitions

 

For
purposes of our Audit Committee’s review:

 

  “Related
person” has the meaning given to such term in Item 404(a) of Securities and Exchange Commission Regulation S-K (“Item
404(a)”); and
     
  “Related
person transaction” means any transaction for which disclosure is required under the terms of Item 404(a) involving us and
any related persons.

 

Board
Member Attendance at Annual Meetings

 

Our
Governance Guidelines state that our directors are expected to attend the Company’s annual meeting of stockholders. However, due
to the COVID-19 pandemic, our directors did not attend the 2020 Annual Meeting in person.

 

Delinquent
Section 16(a) Reports

 

Each
of our executive officers and directors and persons who owns more than 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} of our outstanding shares of common stock is required under
Section 16(a) of the Securities Exchange Act to file with the SEC initial reports of ownership and reports of changes in ownership of
our common stock and to furnish us with copies of those reports. Based solely on our review of copies of reports we have received and
written representations from certain reporting persons, we believe that our directors and executive officers and greater than 10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} shareholders
for 2020 timely complied with all applicable Section 16(a) filing requirements.

 

SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

Based
solely upon information made available to us, the following table sets forth information with respect to the beneficial ownership of
our common stock as of June 14, 2021 by: (1) each person who is known by us to beneficially own more than five percent of our common
stock; (2) each of our directors; (3) our named executive officers listed in the Summary Compensation Table under the caption “Executive
Compensation”; and (4) all of our executive officers and directors as a group.

 

Beneficial
ownership is determined in accordance with the SEC rules. Shares of common stock subject to warrants or options that are presently exercisable,
or exercisable within 60 days of June 14, 2021, which are indicated by footnote, are deemed outstanding in computing the percentage ownership
of the person holding the options, but not in computing the percentage ownership of any other person. Except as otherwise indicated,
the holders listed below have sole voting and investment power with respect to all shares of common stock shown, subject to applicable
community property laws. An asterisk (*) represents beneficial ownership of less than 1{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}.

 

   

Shares of

Common Stock

 
Name of Beneficial Owner   Number     Percent  
Named Executive Officers and Directors                
Louis Ignarro, Ph.D.     599,594 (1)     1.6 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Steven A. Kriegsman     3,667,541 (2)     9.8 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Earl W. Brien, M.D.     590,247 (3)     1.6 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
Joel Caldwell     335,373 (4)     * {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
John Y. Caloz.     597,186 (5)     1.6 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
All executive officers and directors as a group (five persons)     5,789,942 (6)     15.0 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
                 
Name and Address of 5{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3} Beneficial Owners                
ImmunityBio, Inc.     1,969,697 (7)     5.4 {14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}
9920 Jefferson Blvd.                
Culver City, CA 90232                

 

(1) Includes
169,048 shares subject to options.
(2) Includes
957,008 shares subject to options.
(3) Includes
430,000 shares subject to options.
(4) Includes
60,000 shares subject to options.
(5) Includes
596,429 shares subject to options.
(6) Includes
2,212,485 shares subject to options.
(7) Based on a Schedule 13F dated June 6, 2019.

 

 

Executive
Officers

 

Set
forth below is information regarding our current executive officers (other than information relating to Steven A. Kriegsman, our Chairman
and Chief Executive Officer, which is set forth above under “Continuing Directors”). Each officer’s age is indicated
in parentheses after his name.

 

John
Y. Caloz
(69) joined us in October 2007 as our Chief Accounting Officer. In January 2009 Mr. Caloz was named Chief Financial Officer.
In August 2020 he was named Senior Vice President. He has a history of providing senior financial leadership in the life sciences sector,
as Chief Financial Officer of Occulogix, Inc, a NASDAQ listed, medical therapy company. Prior to that, Mr. Caloz served as Chief Financial
Officer of IRIS International Inc., a Chatsworth, CA based medical device manufacturer. He served as Chief Financial Officer of San Francisco-based
Synarc, Inc., a medical imaging company, and from 1993 to 1999 he was Senior Vice President, Finance and Chief Financial Officer of Phoenix
International Life Sciences Inc. of Montreal, Canada, which was acquired by MDS Inc. in 1999. Mr. Caloz was a partner at Rooney, Greig,
Whitrod, Filion & Associates of Saint Laurent, Quebec, Canada, a firm of Chartered Accountants specializing in research and development
and high-tech companies, from 1983 to 1993. Mr. Caloz, a Chartered Professional Accountant and Chartered Accountant, holds a degree in
Accounting from York University, Toronto, Canada.

 

EXECUTIVE
COMPENSATION

 

Summary
Compensation Table

 

The
following table presents summary information concerning all compensation paid or accrued by us for services rendered in all capacities
during 2020 and 2019 by Steven A. Kriegsman and John Y. Caloz, who served as our principal executive officer and principal financial
officer, respectively, during the year ended December 31, 2020 (collectively, the “named executive officers”):

 

Summary Compensation Table

 

Name and Principal Position   Year    

Salary

($)

   

Bonus

($)

   

Option

Awards

($) (1)

   

All Other

Compensation ($)(2)

   

Total

($)

 
                                     
Steven A. Kriegsman                                                
Chief Executive Officer     2020       850,000       150,000             13,700       1,013,700  
      2019       850,000       190,000       654,000       13,700       1,707,700  
                                                 
John Y. Caloz                                                

Chief Financial Officer, Treasurer and

Senior Vice President

    2020       400,000       100,000                   500,000  
      2019       400,000       100,000       76,300             576,300  

 

(1) The
values shown in this column represent the aggregate grant date fair value of equity-based awards granted during the fiscal year in
accordance with ASC 718, “Share Based-Payment.” The fair value of the stock options at the date of grant was estimated
using the Black-Scholes option-pricing model, based on the assumptions described in Note 10 of the Notes to Financial Statements
included in the 2020 Annual Report.
   
(2) Represents
life insurance premiums.

 

 

2008
Stock Incentive Plan and the 2019 Stock Incentive Plan

 

The
purpose of our 2008 Stock Incentive Plan, or 2008 Plan, and our 2019 Stock Incentive Plan, or 2019 Plan, is to promote our success and
enhance our value by linking the personal interests of our employees, officers, consultants and directors to those of our stockholders.
The 2008 Plan was adopted by our board of directors on November 21, 2008 and by our stockholders on July 1, 2009 with certain amendments
to that Plan having been subsequently approved by our board of directors and stockholders. The 2019 Plan was adopted by our board of
directors on November 15, 2019.

 

2008
Plan and the 2019 Plan Descriptions

 

The
2008 Plan and the 2019 Plan, or the Plans, are administered by the Compensation Committee of our board of directors. The Compensation
Committee has the power, authority and discretion to:

 

  designate
participants;
     
  determine
the types of awards to grant to each participant and the number, terms and conditions of any award;
     
  establish,
adopt or revise any rules and regulations as it may deem necessary or advisable to administer the Plan; and
     
  make
all other decisions and determinations that may be required under, or as the Compensation Committee deems necessary or advisable
to administer, the Plan.

 

Awards
under the 2008 Plan

 

The
2008 Plan expired on November 20, 2018, and thus no shares are available for future grant under the 2008 Plan.

 

Awards
under the 2019 Plan

 

The
following is a summary of description of financial instruments that may be granted to participants in our 2019 Plan by the Compensation
Committee of our board of directors.

 

Stock
Options
. The Compensation Committee is authorized to grant only non-qualified stock options. The terms of any incentive stock option
must meet the requirements of Section 422 of the Internal Revenue Code. The exercise price of an option may not be less than the fair
market value of the underlying stock on the date of grant, and no option may have a term of more than 10 years from the grant date.

 

Restricted
Stock
. The Compensation Committee may make awards of restricted stock, which will be subject to forfeiture to us and other restrictions
as the Compensation Committee may impose.

 

Stock
Bonus Awards.
The Compensation Committee may make awards of stock bonus awards in consideration for past services actually rendered,
which will be subject to repurchase by us and such other terms as the Compensation Committee may impose.

 

Limitations
on Transfer; Beneficiaries.
Stock Option awards under the 2019 Plan may generally not be transferred or assigned by participants
other than by will or the laws of descent and distribution. Awards of Restricted Stock or Stock Bonus awards may be transferred or assigned
only upon such terms and conditions as set forth in the award agreement or as determined by the Compensation Committee in its discretion.

 

Acceleration
Upon Certain Events.
In the event of a “Corporate Transaction” as defined in the 2019 Plan, all outstanding options will
become fully vested, subject to the holder’s consent with respect to incentive stock options, and exercisable and all restrictions
on all outstanding awards will lapse. Unless the surviving or acquiring entity assumes the awards in the Corporate Transaction or the
stock award agreement provides otherwise, the stock awards will terminate if not exercised at or prior to the Corporate Transaction.

 

 

Termination
and Amendment

 

Our
board of directors or the Compensation Committee may, at any time and from time to time, terminate or amend the 2019 Plan without stockholder
approval; provided, however, that our board or the Compensation Committee may condition any amendment on the approval of our stockholders
if such approval is necessary or deemed advisable with respect to tax, securities or other applicable laws, policies or regulations.
No termination or amendment of the Plans may adversely affect any award previously granted without the written consent of the participants
affected. The Compensation Committee may amend any outstanding award without the approval of the participants affected, except that no
such amendment may diminish or impair the value of an award.

 

Holdings
of Previously Awarded Equity

 

Equity
awards held as of December 31, 2020 by each of our named executive officers were issued under our 2008 Plan and our 2019 Plan. The following
table sets forth outstanding equity awards held by our named executive officers as of December 31, 2020:

 

2020
Outstanding Equity Awards at Fiscal Year-End

 

    Option Awards      
    Number of Securities Underlying
Unexercised Options (#)
    Option Exercise     Option Expiration
Name   Exercisable     Unexercisable     Price ($)    

Date

Steven A. Kriegsman                            
President and Chief Executive Officer     208,334             1.75     12/14/27
      208,334             2.58     12/14/26
      166,666             14.64     12/14/25
      100,000             12.90     12/09/24
      154,167 (1)           27.96     12/09/23
      12,363             14.76     3/07/23
      83,334             10.98     12/10/22
      23,810             13.02     12/11/21
                             
John Y. Caloz                    
Chief Financial Officer, Treasurer and Senior Vice President     350,000             0.26     12/12/29
      58,333             1.75     12/14/27
      58,333             2.58     12/14/26
      50,000             14.64     12/14/25
      33,334           12.90     12/14/24
      25,000 (1)           27.96     12/09/23
      16,667             10.98     12/10/22
      4,762             13.02     12/11/21

 

(1) The
options were re-priced from $14.34 to $27.96 on June 1, 2015, with no change to the expiration date of the options.

 

 

Employment
Agreements and Potential Payment upon Termination or Change in Control

 

Employment
Agreement with Steven A. Kriegsman

 

On
December 13, 2019, CytRx entered into a First Amendment to Amended and Restated Employment Agreement with Mr. Kriegsman pursuant to his
continued employment as Chief Executive Officer. The employment agreement, as amended, will expire on December 31, 2024 but will automatically
renew following the expiration date for successive additional one-year periods, unless either Mr. Kriegsman or we elect not to renew
it.

 

Under
his employment agreement, Mr. Kriegsman is currently entitled to receive a base salary of $850,000. Our board of directors (or its Compensation
Committee) reviews the base salary annually and may increase (but not decrease) it in its sole discretion. In addition to his annual
salary, Mr. Kriegsman is eligible to receive an annual bonus as determined by our board of directors (or its Compensation Committee)
in its sole discretion, but not to be less than $150,000, and Mr. Kriegsman received a grant of fully-vested stock options to purchase
3,000,000 shares of Common Stock in connection with the First Amendment. In addition, Mr. Kriegsman, during his lifetime, and thereafter
to his heirs, is entitled to receive payments equal to ten percent (10{14cc2b5881a050199a960a1a3483042b446231310e72f0dc471a7a1eddd6b0c3}) of the gross milestone and royalty payments received by the
Company from Orphazyme A/S (or its successor or assigns) in respect of Arimoclomol and certain covered diseases following the sale of
certain assets relating to the Company’s molecular chaperone regulation technology to Orphazyme pursuant to the Asset Purchase
Agreement, dated May 13, 2011, less any applicable tax withholdings.

 

Mr.
Kriegsman is eligible to receive additional grants of options to purchase shares of our common stock. The number and terms of those options,
including the vesting schedule, will be determined by our board of directors (or its Compensation Committee) in its sole discretion.
In his employment agreement, however, we have agreed that all stock options held by Mr. Kriegsman will provide for (a) vesting, in full,
of the stock options in the event of, and upon, FDA approval to market aldoxorubicin and in the event of the termination of Mr. Kriegsman’s
employment by us without “cause” or due to his “disability,” his resignation for “good reason” or
his death and (b) the extended exercisability for their full term of all vested options in the event of the termination of his employment
by us without “cause,” his resignation for “good reason,” due to his disability or his death.

 

In
Mr. Kriegsman’s employment agreement, we have agreed that, if he is made a party, or threatened to be made a party, to a suit or
proceeding by reason of his service to us, we will indemnify and hold him harmless from all costs and expenses to the fullest extent
permitted or authorized by our certificate of incorporation or bylaws, or any resolution of our board of directors, to the extent not
inconsistent with Delaware law. We also have agreed to advance to Mr. Kriegsman such costs and expenses upon his request if he undertakes
to repay such advances if it ultimately is determined that he is not entitled to indemnification with respect to the same. These employment
agreement provisions are not exclusive of any other rights to indemnification to which Mr. Kriegsman may be entitled and are in addition
to any rights he may have under any policy of insurance maintained by us.

 

If
his employment agreement is not renewed by us or by Mr. Kriegsman, or in the event we terminate Mr. Kriegsman’s employment without
“cause” (as defined), or if Mr. Kriegsman terminates his employment with “good reason” (as defined), in either
case whether during or following the term of his employment agreement (i) we have agreed to pay Mr. Kriegsman a lump-sum equal to his
salary and prorated minimum annual bonus through to his date of termination, plus his salary and minimum annual bonus for a period of
three years after his termination date, or until the expiration of the employment agreement, whichever is later, (ii) he will be entitled
to immediate vesting of all stock options or other awards based on our equity securities, and (iii) he will also be entitled to continuation
of his life insurance premium payments and continued participation in any of our health plans through to the later of the expiration
of the amended and restated employment agreement or three years following his termination date. Mr. Kriegsman will have no obligation
in such events to seek new employment or offset the severance payments to him by any compensation received from any subsequent reemployment
by another employer.

 

Under
Mr. Kriegsman’s employment agreement, he and his affiliated company, The Kriegsman Group LLC, are to provide us during the term
of his employment with the first opportunity to conduct or take action with respect to any acquisition opportunity or any other potential
transaction identified by them within the biotech, pharmaceutical or health care industries and that is within the scope of the business
plan adopted by our board of directors. Mr. Kriegsman’s employment agreement also contains confidentiality provisions relating
to our trade secrets and any other proprietary or confidential information, which provisions shall remain in effect for five years after
the expiration of the employment agreement with respect to proprietary or confidential information and for so long as our trade secrets
remain trade secrets.

 

Potential
Payment in Connection with Change in Control for Steven A. Kriegsman

 

Mr.
Kriegsman’s employment agreement contains no provision for payment to him upon the event of a change in control of the company.
If, however, a change in control (as defined in our 2000 Plan or our 2008 Plan) occurs and within two years after the date on which the
change in control occurs, Mr. Kriegsman’s employment is terminated by us without “cause” or by him for “good
reason” (each as defined in his employment agreement), in either case, whether during or following the term of his employment agreement,
then, in addition to the severance benefits described above, Mr. Kriegsman would be entitled to continued participation, for a period
of thirty-six months that commences on the date of termination, of health plan benefits and with COBRA benefits commencing thereafter.
To the extent that any payment or distribution of any type by us to or for the benefit of Mr. Kriegsman resulting from the termination
of his employment is or will be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended,
we have agreed to pay Mr. Kriegsman, prior to the time the excise tax is payable with respect to any such payment (through withholding
or otherwise), an additional amount that, after the imposition of all income, employment, excise and other taxes, penalties and interest
thereon, is equal to the sum of (i) the excise tax on such payments plus (ii) any penalty and interest assessments associated with such
excise tax.

 

 

Employment
Agreement with John Y. Caloz

 

John
Y. Caloz is employed as our Chief Financial Officer, Treasurer and Senior Vice President pursuant to an employment agreement dated as
of January 8, 2021 that is to expire on December 31, 2021. Mr. Caloz is paid an annual base salary of $400,000 and is eligible to receive
an annual bonus as determined by our board of directors (or our Compensation Committee) in its sole discretion. In the event we terminate
Mr. Caloz’s employment without cause (as defined), we have agreed to pay him a lump-sum equal to his accrued but unpaid salary
and vacation, plus an amount equal to six months’ salary under his employment agreement.

 

We
agree in Mr. Caloz’s employment agreement that if we do not offer to renew or extend his employment agreement, and that his employment
had not theretofore been terminated, we will continue to pay him his annual salary thereunder during the period commencing upon expiration
of his employment agreement and ending on June 30, 2022.

 

Quantification
of Termination Payments and Benefits

 

The
table below reflects the amount of compensation to each of our named executive officers in the event of termination of such executive’s
employment without “cause” or his resignation for “good reason,” termination following a change in control and
termination upon the executive’s death of permanent disability. The named executive officers are not entitled to any payments other
than accrued compensation and benefits in the event of their voluntary resignation. The amounts shown in the table below assume that
such termination was effective as of December 31, 2020, and thus includes amounts earned through such time, and are estimates only of
the amounts that would be payable to the executives. The actual amounts to be paid will be determined upon the occurrence of the events
indicated.

 

Termination
Payments and Benefits

 

        Termination w/o Cause or, for Mr. Kriegsman, for Good Reason                    
Name   Benefit   Before Change in Control ($)     After Change in Control ($)    

Death

($)

    Disability ($)     Change in Control
($)
 
Steven A. Kriegsman   Severance Payment (4)     5,950,000       5,950,000       5,950,000       5,950,000        
Chief Executive Officer   Stock Options                              
    Health Insurance (1)     188,000       192,000       192,000       192,000        
    Life Insurance (1)     95,700       95,700             95,700        
    Bonus     1,050,000       1,050,000       1,050,000       1,050,000        
    Tax Gross Up (2)                              
John Y. Caloz                                
Chief Financial Officer and Senior Vice President   Severance Payment (4)     200,000       400,000                    
    Stock Options                              
    Health Insurance                 9,200       9,200        

 

(1) Represents
the cost as of December 31, 2020 for benefits provided to Mr. Kriegsman for a period of seven years.

 

(2) This
table reflects the terms of Mr. Kriegsman’s amended and restated employment agreement dated as of December 13, 2019. Mr. Kriegsman’s
employment agreement provides that if a change in control (as defined in his employment agreement) occurs during the term of the
employment agreement, and if, during the term and within three years after the date on which the change in control occurs, Mr. Kriegsman’s
employment is terminated by us without “cause” or by him for “good reason” (each as defined in their respective
employment agreement), then, to the extent that any payment or distribution of any type by us to or for the benefit of Mr. Kriegsman
resulting from the termination of his respective employment is or will be subject to the excise tax imposed under Section 4999 of
the Internal Revenue Code of 1986, as amended, we will pay Mr. Kriegsman prior to the time the excise tax is payable with respect
to any such payment (through withholding or otherwise), an additional amount that, after the imposition of all income, employment,
excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the excise tax on such payments plus (ii) any
penalty and interest assessments associated with such excise tax. Based on Mr. Kriegsman’s past compensation and the estimated
payment that would result from a termination of employment following a change in control, we have estimated that a gross-up payment
would not be required. “Good reason” as defined in Mr. Kriegsman’s employment agreement includes any change in
Mr. Kriegsman’s duties or title, as applicable, that are inconsistent with his respective positions. Mr. Kriegsman’s
employment agreement provides that, if the employment agreement is not renewed by us or by Mr. Kriegsman upon the expiration of its
term on December 31, 2024, Mr. Kriegsman will be entitled to the termination payments and benefits described above.
   
(4) Severance
payments are prescribed by our employment agreements with the named executive officer and represent a factor of their annual base
compensation of six months, except for Mr. Kriegsman, which is the later of December 2024, the expiration of his agreement, plus
three years.

 

 

COMPENSATION
OF DIRECTORS

 

We
use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on our board of directors.
Directors who also are employees of our company currently receive no compensation for their service as directors or as members of board
committees. In setting director compensation, we consider the significant amount of time that directors dedicate to the fulfillment of
their director responsibilities, as well as the competency and skills required of members of our board. The directors’ compensation
schedule has been in place since December 2013. The directors’ annual compensation year begins with the annual election of directors
at the annual meeting of stockholders. The annual retainer year period has been in place for directors since 2003. Periodically, our
board of directors reviews our director compensation policies and, from time to time, makes changes to such policies based on various
criteria the board deems relevant.

 

During
2020, our non-employee directors received a quarterly retainer of $6,000 (plus an additional $5,000 for the Chairmen of the Audit and
Compensation Committees and an additional retainer of $6,250 for the lead director), a fee of $4,000 for each board meeting attended
($750 for board actions taken by unanimous written consent) and $3,000 for each meeting of the Audit Committee and Compensation Committee
attended. Non-employee directors who serve as the chairman of a board committee received an additional $2,500 for each meeting of the
Audit or Compensation Committees attended.

 

The
following table sets forth the compensation paid to our non-employee directors for 2020:

 

Director
Compensation Table

 

Name (1) (4)   Fees Earned or Paid in Cash ($) (2)     Total ($)  
Louis Ignarro, Ph.D., Lead Director     87,750       87,750  
Earl Brien, M.D., Director (3)     40,000       40,000  
Joel Caldwell, Director     78,000       78,000  

 

 

(1) Steven
A. Kriegsman does not receive additional compensation for his role as Chairman of the Board. For information relating to Mr. Kriegsman’s
compensation as Chief Executive Officer, see the Summary Compensation Table above.
(2)

The
amounts in this column represent cash payments made to Non-Employee Directors for annual retainer fees, committee and/or chairmanship
fees and meeting fees during the year.

(3) Dr. Brien resigned as a director on May 21, 2021.
(4) Dr.
Ignarro, Dr. Brien and Mr. Caldwell currently hold 169,048 and 430,000 and 60,000 stock options to purchase common shares, respectively.

 

 

PROPOSAL
2

 

ADVISORY
VOTE ON EXECUTIVE COMPENSATION

 

The
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 entitles our stockholders to vote to approve, on an advisory basis,
the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules. Please refer to the
discussion under “Executive Compensation” for a description of the compensation of our named executive officers.

 

We
are asking for stockholder approval of the compensation of our named executive officers as disclosed in this Proxy Statement in accordance
with SEC rules, which include the compensation disclosed under “Executive Compensation,” the compensation tables and the
related narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation,
but rather the overall compensation of our named executive officers and the compensation policies and practices described in this Proxy
Statement.

 

This
vote is advisory in nature and therefore not binding on us, our Compensation Committee or our board of directors. Our Compensation Committee
and our board, however, value the opinions of our stockholders. To the extent there is any significant vote against the named executive
officer compensation as disclosed in this Proxy Statement, we will consider the stockholders’ concerns, and our Compensation Committee
will evaluate whether any actions are necessary to address those concerns.

 

The
board of directors recommends that you vote in favor of the following resolution:

 

“RESOLVED,
that the compensation paid to the Company’s named executive officers, as disclosed in this Proxy Statement for the 2021 Annual
Meeting pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved.”

 

Vote
Required

 

The
affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and entitled to be voted on
Proposal 2 at the Annual Meeting is required for advisory approval of the Proposal.

 

OUR
BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY
STATEMENT.

 

 

PROPOSAL
3

 

RATIFICATION
OF APPOINTMENT OF WEINBERG & CO AS OUR

INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

 

Appointment
of Weinberg & Co (“Weinberg”)

 

Weinberg
& Co, or Weinberg, has served as our independent registered public accounting firm effective June 21, 2019. The Audit Committee has
selected Weinberg to serve as our independent registered public accounting firm for the year ending December 31, 2021. Weinberg does
not have and has not had any financial interest, direct or indirect, in CytRx, and does not have and has not had any connection with
CytRx except in its professional capacity as our independent auditors. The ratification by our stockholders of the appointment of Weinberg
is not required by law or by our Bylaws. Our board of directors, consistent with the practice of many publicly held corporations, is
nevertheless submitting this appointment for ratification by the stockholders. If this appointment is not ratified at the Annual Meeting,
the Audit Committee intends to reconsider its appointment of Weinberg. Even if the appointment is ratified, the Audit Committee in its
sole discretion may direct the appointment of a different independent registered public accounting firm at any time during the fiscal
year if the Committee determines that such a change would be in the best interests of CytRx and its stockholders.

 

Any
material non-audit services to be provided by Weinberg are subject to the prior approval of the Audit Committee. In general, the Audit
Committee’s policy is to grant such approval where it determines that the non-audit services are not incompatible with maintaining
the independent registered public accounting firm’s independence and there are cost or other efficiencies in obtaining such services
from the independent registered public accounting firm as compared to other possible providers.

 

We
expect that representatives of Weinberg will be present at the Annual Meeting, will have an opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions.

 

Replacement
of Prior Accounting Firm in 2019

 

The
Company first engaged Weinberg as its independent registered public accounting firm effective June 21, 2019 upon the approval of the
Audit Committee of the Board of Directors, which dismissed BDO from that role. BDO’s reports on the Company’s consolidated
financial statements as of and for the fiscal year ended December 31, 2018and 2017 did not contain an adverse opinion or a disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, except that BDO’s report
on the consolidated financial statements of the Company as of and for the years ended December 31, 2018 and 2017 contained a separate
paragraph stating that “As discussed in Note 2 to the consolidated financial statements, the Company changed its method for recognizing
revenue from contracts with customers effective January 1, 2018 as a result of adopting Accounting Standards Codification 606 –
Revenue from Contracts with Customers”.

 

During
the fiscal years ended December 31, 2018 and 2017, there were (i) no “disagreements” as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K, between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, any of which that, if not resolved to BDO’s satisfaction, would have caused BDO to make reference
to the subject matter of any such disagreement in connection with its reports for such years and (ii) no reportable events within the
meaning of Item 304(a)(1)(v) of Regulation S-K during the two most recent fiscal years.

 

During
the fiscal years ended December 31, 2018 and 2017, neither the Company nor anyone on its behalf had consulted with Weinberg regarding
(i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s financial statements and neither a written report nor oral advice was provided to the Company
that Weinberg concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue, (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or
(III) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

 

Audit
Fees

 

The
fees for 2020 from Weinberg for professional services rendered in connection with the audit of our annual consolidated financial statements
and reviews of our unaudited consolidated financial statements and Form S-8 were approximately $133,000.

 

The
fees from Weinberg for professional services rendered in connection with the audit of our annual consolidated financial statements and
reviews of our unaudited consolidated financial statements for the periods ended June 30th and September 30th,
2019 were approximately $90,000.

 

All
Other Fees

 

No
other services were rendered by Weinberg in 2020 or 2019.

 

Tax
Fees

 

The
aggregate fees billed by Weinberg for professional services for tax compliance were $4,300 for 2020.

 

Pre-Approval
Policies and Procedures

 

It
is the policy of our Audit Committee that all services to be provided by our independent registered public accounting firm, including
audit services and permitted audit-related and non-audit services, must be pre-approved by our Audit Committee. Our Audit Committee pre-approved
all services, audit and non-audit, provided to us by Weinberg for 2020 and 2019.

 

Vote
Required

 

The
affirmative vote of a majority of the shares of our common stock present in person or represented by proxy and entitled to be voted on
Proposal 3 at the Annual Meeting is required for approval of the Proposal.

 

Recommendation
of the board of directors

 

THE
BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF WEINBERG & CO AS OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.

 

STOCKHOLDER
PROPOSALS FOR 2022 ANNUAL MEETING

 

Under
SEC Rule 14a-8, any stockholder desiring to submit a proposal for inclusion in our proxy materials for our 2022 Annual Meeting of Stockholders
must provide the Company with a written copy of that proposal by not fewer than 120 days before the anniversary of the mailing of the
release of this Proxy Statement, or February 14, 2022. However, if the date of our 2022 Annual Meeting changes by more than 30 days from
the date on which our 2021 Annual Meeting is held, then the deadline would be a reasonable time before we begin to print and send our
proxy materials for our 2022 Annual Meeting. Notice of stockholder proposals submitted outside of SEC Rule 14a-8 must be received by
the same date.

 

Stockholder
proposals submitted other than for inclusion in our proxy materials or stockholder nominations for director must submit notice of such
proposals or nominations by personal delivery or registered mail not fewer than 120 nor more than 150 days before the anniversary of
the mailing of this proxy statement.

 

 

OTHER
MATTERS

 

Expenses
of Solicitation

 

We
are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail and over the Internet, but also may
be made by telephone or in person. We and our directors, officers and employees may also solicit proxies in person, by telephone or by
other electronic means. These persons will not be compensated for these solicitation activities.

 

We
will ask banks, brokers and other institutions, nominees and fiduciaries to forward our proxy materials to their principals and to obtain
their authority to execute proxies and voting instructions and will reimburse them for their reasonable expenses.

 

Delivery
of Proxy Materials to Households

 

Some
banks, brokers, and other nominee record holders may be participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of this notice and Proxy Statement may have been sent to multiple stockholders in your
household. If you would prefer to receive separate copies of a Proxy Statement or annual report either now or in the future, please contact
your bank, broker or other nominee. Upon written request to us at CytRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles,
California 90049, Attention: Corporate Secretary, or by telephone at 310-826-5648, we will promptly deliver without charge, upon oral
or written request, a separate copy of the proxy material to any stockholder residing at an address to which only one copy was mailed.
In addition, stockholders sharing an address can request delivery in the future of only a single copy of annual reports or proxy statements
if they are currently receiving multiple copies upon written or oral request to us at the address and telephone number stated above.

 

Miscellaneous

 

Our
management does not intend to present any other items of business and is not aware of any matters other than those set forth in this
Proxy Statement that will be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual
Meeting, the persons named in the enclosed proxy intend to vote the shares of our common stock that they represent in accordance with
their best judgment.

 

 

Annual
Report

 

Accompanying
this Proxy Statement is a copy of our Annual Report on Form 10-K, without exhibits, for the year ended December 31, 2020 filed with the
SEC. These accompanying materials constitute our annual report to stockholders. We will provide, without charge upon written request,
a further copy of our Annual Report on Form 10-K, including the financial statements and the financial statement schedules. Copies of
the Form 10-K exhibits also are available without charge. Stockholders who would like such copies should direct their requests in writing
to: CytRx Corporation, 11726 San Vicente Boulevard, Suite 650, Los Angeles, California 90049, Attention: Corporate Secretary.

 

June
14, 2021
By
Order of the Board of Directors
   
   
  John
Y. Caloz
  Chief
Financial Officer and Senior Vice President

 

 

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