CYTR CytRx Corp (QB)

Item 8.01 Other Events.

As previously disclosed in definitive additional materials relating to our special meeting of stockholders (the “Special Meeting”) that took place on September 23, 2021, on August 23, 2021, a stockholder of CytRx Corporation (the “Company”) filed a class action lawsuit against the Company, Steven A. Kriegsman, Louis Ignarro, Joel K. Caldwell, and Jennifer K. Simpson claiming, among other things, that the proxy statement in respect of the Special Meeting (the “Proxy Statement”) and certain definitive additional materials were “materially incomplete” and that the individually named defendants “violated the fiduciary duties they owe to the public stockholders of CytRx stock” (the “Class Action”). The plaintiff sought, among other things, disclosure of certain information and an award of costs, disbursements, and certain professionals’ fees.

While the Company believed strongly that the claims were without merit and that the information addressed in the lawsuit was not material or required under the proxy rules, to avoid unnecessary distraction ahead of the Special Meeting, and without admitting any liability or wrongdoing, on September 9, 2021, the Company filed further definitive additional materials with the U.S. Securities and Exchange Commission amending and supplementing the Proxy Statement (the “Proxy Supplement”). On September 10, 2021, the plaintiff determined to voluntarily dismiss the Class Action in light of the supplemental disclosures in the Proxy Supplement, which dismissal was approved on September 13, 2021 by the Court of Chancery. The Court retained jurisdiction solely for the purpose of adjudicating plaintiff’s counsel’s anticipated application for an award of attorneys’ fees and reimbursement of expenses. The Company subsequently agreed to pay $110,000 to the plaintiff’s counsel in full satisfaction of his claim for attorneys’ fees and expenses in the Class Action. The Court of Chancery has not been asked to review, and will pass no judgment on, the payment of a fee or its reasonableness.