As filed with the Securities and Exchange Commission on March 13, 2017
Reg. No. 333-100947
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Reg. No. 333-106629
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Reg. No. 333-109708
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Reg. No. 333-133269
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Reg. No. 333-142591
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Reg. No. 333-147605
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Reg. No. 333-170437
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Reg. No. 333-185308
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Reg. No. 333-193604
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Reg. No. 333-193673
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CYTRX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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58-1642750
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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CytRx Corporation
11726 San Vicente Boulevard, Suite 650
Los Angeles, California 90049
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
___________________
Steven A. Kriegsman
Chairman and Chief Executive Officer
CytRx Corporation
11726 San Vicente Boulevard, Suite 650
Los Angeles, California 90049
(310) 826-5648
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Dale E. Short
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
Telephone: (310) 789-1259
Facsimile: (310) 789-1459
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___________________
Approximate date of commencement of proposed sale to public: Not applicable. This Post-Effective Amendment removes from registration any securities that were not sold pursuant to the registration statements.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
☐ Large accelerated filer
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ý Accelerated filer
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☐ Non-accelerated filer
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☐ Smaller reporting company
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(Do not check if a smaller reporting company)
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EXPLANATORY NOTE: DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment is filed by CytRx Corporation and amends the registration statements on Form S-3 (File Nos. 333-100947, 333-106629, 333-109708, 333-133269, 333-142591, 333-147605, 333-170437, 333-185308, 333-193604 and 333-193673) filed with the Securities and Exchange Commission (collectively, the "Registration Statements").
In accordance with its undertaking in each of the Registration Statements to remove from registration, by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering, CytRx Corporation hereby removes from registration any and all securities registered but unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Angeles, State of California, on March 13, 2017.
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CYTRX CORPORATION |
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By:
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/s/ STEVEN A. KRIEGSMAN |
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Steven A. Kriegsman |
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Title: Chairman and Chief Executive Officer |
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Note: No other person is required to sign this Post-Effective Amendment to Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.