CytRx Corporation Announces Amendment to Definitive Proxy Statement for Upcoming Special Meeting

CytRx Corporation Announces Amendment to Definitive Proxy Statement for Upcoming Special Meeting

– Authorized Common and Preferred Shares to be Reversed on Same One-for-Six Ratio as Issued and Outstanding Shares

PR Newswire

LOS ANGELES, Sept. 13, 2017 /PRNewswire/ – CytRx Corporation (NASDAQ: CYTR), a biopharmaceutical research and development company specializing in oncology, today announced that based on feedback the company has received from stockholders, it has amended its definitive proxy statement with the Securities and Exchange Commission (“SEC”) to include a 1-for-6 reverse stock split of the Company’s authorized common and preferred stock. CytRx’s previous proxy statement dated September 5, 2017, had a proposal for a 1-for-6 reverse stock split for its issued and outstanding common stock and a 50% reduction in the authorized shares.  CytRx believes that a reverse stock split will enable it to regain compliance with NASDAQ’s $1.00 minimum bid price requirement and maintain its listing on the NASDAQ Capital Market.  CytRx currently meets all other NASDAQ listing requirements.

When the reverse stock split becomes effective, every six (6) shares of CytRx’s pre-split common stock, will automatically be converted into one (1) share of post-split common stock.  The reverse stock split will affect all issued and outstanding shares of the Company’s common stock immediately prior to the effective time of the reverse stock split, all employee stock options, as well as all other outstanding options and warrants.

Accordingly, the Company’s approximately 165.8 million pre-split shares of common stock outstanding will be combined into approximately 27.6 million post-split shares outstanding.  Following the reverse stock split, the 250 million authorized shares of common stock will be reduced to approximately 41.7 million shares.  The five million authorized preferred shares will be converted into approximately 0.8 million preferred shares.  There are no preferred shares currently outstanding.

CytRx requested and was granted a hearing before a NASDAQ Hearings Panel to present its plan to regain compliance with the minimum $1.00 bid price requirement, which will be based upon the proposed reverse stock split.  The Company’s common stock will continue to trade on NASDAQ under the symbol “CYTR” pending the conclusion of the hearing process.

Additional information including frequently asked questions and answers concerning the proposed reverse stock split can be found on CytRx’s website at www.cytrx.com/investors.  

How to Vote

If you are a stockholder of record at the close of business on August 28, 2017, you can vote your shares in one of two ways: either by proxy or in person at the special meeting. If you chose to submit a proxy, you may do so by telephone, via the internet or by mail. If you hold shares of CytRx common stock in multiple accounts, you should vote your shares as described in each set of proxy materials you receive. CytRx highly recommends stockholders vote electronically or by phone without delay. Please have your proxy card with you while voting.

You may transmit your proxy voting instructions via the Internet by accessing www.proxyvote.com and following the instructions. You may also transmit your proxy voting instructions by calling the telephone number specified on the proxy card. If you chose to vote via the Internet or phone, you do not have to return the proxy card.

For stockholders who still need assistance voting their shares, or have questions regarding the special meeting, please contact CytRx’s proxy solicitation firm, Saratoga Proxy Consulting, either by telephone: (888) 368-0379 or (212) 257-1311 or by email: info@saratogaproxy.com.

This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed reverse stock split. STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN ITS ENTIRETY THE DEFINITIVE PROXY STATEMENT AND ANY AMENDMENTS FILED WITH THE SEC, AND OTHER RELEVANT MATERIALS, BECAUSE THEY DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED REVERSE STOCK SPLIT.  The definitive proxy statement was mailed to stockholders of record as of August 28, 2017.  The amended definitive proxy statement will be mailed to shareholders on or about September 13, 2017.  Stockholders may obtain free copies of the Company’s definitive proxy statement, any amendments to the proxy statement and its other SEC filings electronically by accessing the SEC’s home page at http://www.sec.gov.  Copies can also be obtained, free of charge, upon written request to CytRx Corporation, Attn: Corporate Secretary, 11726 San Vicente Blvd., Suite 650, Los Angeles, CA 90049.

Participation in Solicitation

This press release may constitute soliciting material under SEC Rule 14a-12, and CytRx and its directors, executive officers, and advisors may be deemed to be participants in the solicitation of proxies from the holders of CytRx common stock in respect of the proposed reverse stock split.  Investors may obtain additional information regarding the interest of those participants by reading the Company’s definitive proxy statement, any amendments to the definitive proxy statement and other relevant proxy materials, and the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q, as filed with the SEC.

About CytRx Corporation

CytRx Corporation is a biopharmaceutical company specializing in research and clinical development of novel anti-cancer drug candidates that employ linker technologies to enhance the accumulation and release of drug at the tumor. Aldoxorubicin, CytRx’s most advanced drug conjugate, is an improved version of the widely used chemotherapeutic agent doxorubicin and has been out-licensed to NantCell, Inc.  CytRx is also rapidly expanding its pipeline of ultra-high potency oncology candidates at its laboratory facilities in Freiburg, Germany, through its LADR™ (Linker Activated Drug Release) technology platform, a discovery engine designed to leverage CytRx’s expertise in albumin biology and linker technology for the development of a new class of potential breakthrough anti-cancer therapies.

Forward-Looking Statements

This press release contains forward-looking statements. Such statements involve risks and uncertainties that could cause actual events or results to differ materially from the events or results described in the forward-looking statements, including risks and uncertainties relating to plans for regaining compliance with the NASDAQ rules and higher share price of our common stock; the ability of NantCell, Inc., to obtain regulatory approval for its products that use aldoxorubicin; the ability of NantCell, Inc., to manufacture and commercialize products or therapies that use aldoxorubicin; the amount, if any, of future milestone and royalty payments that we may receive from NantCell, Inc.; our ability to develop new ultra-high potency drug candidates based on our LADRTM technology platform; and other risks and uncertainties described in the most recent annual and quarterly reports filed by CytRx with the Securities and Exchange Commission and current reports filed since the date of CytRx’s most recent annual report. All forward-looking statements are based upon information available to CytRx on the date the statements are first published. CytRx undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact:
Argot Partners
David Pitts
(212) 600-1902
david@argotpartners.com

 

View original content:http://www.prnewswire.com/news-releases/cytrx-corporation-announces-amendment-to-definitive-proxy-statement-for-upcoming-special-meeting-300518574.html

SOURCE CytRx Corporation

MTS Announces Effective Date of 1 for 3 Reverse Split

Logo

MTS Announces Effective Date of 1 for 3 Reverse Split

PR Newswire

RA’ANANA, Israel and RIVER EDGE, New Jersey, Sept. 5, 2017 /PRNewswire/ – Mer Telemanagement Solutions Ltd. (MTS) (NasdaqCM: MTSL), a global provider of telecommunications expense management (TEM), enterprise mobility management (EMM) solutions and video advertising solutions for online and mobile platforms, today announced that it will effect a 1-for-3 reverse stock split of its outstanding ordinary shares, which will be effective for trading purposes as of the commencement of trading on September 6, 2017. The reverse stock split is intended to increase the per share trading price of the Company’s ordinary shares to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market (NASDAQ). Trading of the Company’s ordinary shares will continue, on a post-split basis, with the opening of the markets on September 6, 2017, under the existing trading symbol “MTSL” and under a new CINS number, M69676 20 9.

MTS Logo

Upon completion of the reverse split, one ordinary share, NIS 0.03 nominal value per share will be exchanged for three ordinary shares, NIS 0.01 nominal value. No fractional shares will be issued as a result of the reverse split. The reverse split, which was approved by shareholders, will reduce the number of outstanding ordinary shares from 9,356,566 ordinary shares to approximately 3,118,855 ordinary shares.  American Stock Transfer & Trust Company, whose address is 6201 15th Avenue, Brooklyn, N.Y. 11219 (tel: (718) 921- 8317 or (877) 248-6417), is acting as exchange agent for the reverse split and will send instructions to shareholders of record regarding the exchange of certificates for ordinary shares. Shareholders owning shares through a broker or other nominee will have their positions automatically adjusted to reflect the reverse split and will not be required to take any action in connection with the reverse split.


About MTS

Mer Telemanagement Solutions Ltd. (MTS) provides digital advertising solutions for online and mobile platforms and call accounting and TEM solutions and services.

MTS’s Vexigo (www.vexigo.com) subsidiary provides digital advertising solutions for online and mobile platforms, and leverages them to offer advertising optimization services to advertisers and website owners.

MTS’s telecommunications business provides innovative products and services to enterprises for their call accounting and for management of their telecom expenses (TEM).

Headquartered in Israel, MTS markets its solutions through wholly-owned subsidiaries in Israel, the U.S and Hong Kong, as well as through distribution channels. For more information please visit the MTS web site: www.mtsint.com.


Certain matters discussed in this news release are forward-looking statements that involve a number of risks and uncertainties including, but not limited to, risks in product development plans and schedules, rapid technological change, changes and delays in product approval and introduction, customer acceptance of new products, the impact of competitive products and pricing, market acceptance, the lengthy sales cycle, proprietary rights of the Company and its competitors, risk of operations in Israel, government regulations, dependence on third parties to manufacture products, general economic conditions and other risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission.

Contact:                                                        
Alon Mualem                                                             
CFO and Interim CEO                                              
Tel: +972-9-7777-540                                                
Email: alon.mualem@mtsint.com      

           

View original content:http://www.prnewswire.com/news-releases/mts-announces-effective-date-of-1-for-3-reverse-split-300514075.html

SOURCE Mer Telemanagement Solutions Ltd.

Merrimack Announces Date of One-for-Ten Reverse Stock Split

Logo

Merrimack Announces Date of One-for-Ten Reverse Stock Split

– Shares of Common Stock Will Begin Trading on Split-Adjusted Basis on September 6, 2017 –

PR Newswire

CAMBRIDGE, Mass., Aug. 31, 2017 /PRNewswire/ — Merrimack Pharmaceuticals (NASDAQ: MACK) today announced that the previously disclosed one-for-ten reverse stock split of its issued and outstanding common stock will be effective for trading purposes as of the commencement of trading on September 6, 2017. Merrimack’s stockholders approved an amendment to the Company’s certificate of incorporation to effect the reverse stock split at the Annual Meeting of Stockholders on August 11, 2017.

Merrimack Pharmaceuticals Logo (PRNewsFoto/Merrimack Pharmaceuticals, Inc.)

“We appreciate the support of our stockholders in taking this action, which is designed to benefit our equity structure and broaden the investor appeal of our stock,” said Richard Peters, M.D., Ph.D., President and Chief Executive Officer. “We are well-positioned for a catalyst-rich 2018, with data expected for each of our three lead product candidates and a strong financial profile which we believe will fund operations into the second half of 2019.”

The reverse stock split will reduce the number of shares of common stock outstanding from approximately 132.8 million shares to approximately 13.28 million shares post-split, and will also proportionately reduce the number of authorized shares of common stock from 200,000,000 to 20,000,000. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares of common stock will be granted in connection with the reverse stock split; stockholders who would otherwise be entitled to a fractional share of common stock will be entitled to receive a proportional cash payment. The reverse stock split will not change the par value of the common stock.

Merrimack will effect the reverse stock split by filing the amendment to its certificate of incorporation on September 5, 2017, and shares of Merrimack’s common stock will trade on a split-adjusted basis when the market opens on September 6, 2017 under a new CUSIP number, 590328209. Shares will continue to trade on the NASDAQ Global Market under the Company’s existing trading symbol, MACK.

Merrimack’s transfer agent, Computershare, will instruct certificate shareholders on the exchange process once the reverse stock split takes effect. Shareholders holding their shares in book-entry form or in brokerage accounts need not take any action in connection with the reverse stock split. Beneficial holders are encouraged to contact their bank, broker or custodian with any procedural questions. Additional information regarding the reverse stock split can be found in Merrimack’s definitive proxy statement filed with the Securities and Exchange Commission on June 26, 2017.

About Merrimack
Merrimack is a biopharmaceutical company based in Cambridge, Massachusetts that is outthinking cancer to ensure that patients and their families live fulfilling lives. Its mission is to transform cancer care through the smart design and development of targeted solutions based on a deep understanding of cancer pathways and biological markers. All of Merrimack’s product candidates, including three in clinical studies and several others in preclinical development, fit into its strategy of 1) understanding the biological problems it is trying to solve, 2) designing specific solutions and 3) developing those solutions for biomarker-selected patients. This three-pronged strategy seeks to ensure optimal patient outcomes. For more information, please visit Merrimack’s website at  www.merrimack.com.

Forward Looking Statements
Any statements in this press release about future expectations, plans and prospects for Merrimack constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, as amended. Actual results may differ materially from those indicated by such forward-looking statements. Merrimack anticipates that subsequent events and developments will cause its views to change. However, while Merrimack may elect to update these forward-looking statements at some point in the future, Merrimack specifically disclaims any obligation to do so.

Contact:
Geoffrey Grande, CFA
617-441-7602
ggrande@merrimack.com

View original content with multimedia:http://www.prnewswire.com/news-releases/merrimack-announces-date-of-one-for-ten-reverse-stock-split-300511817.html

SOURCE Merrimack Pharmaceuticals