Form 8-K/A - Current report: [Amend]

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 6, 2023

 

 

 

LADRX CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		000-15327		58-1642740
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

11726 San Vicente Boulevard, Suite 650

Los Angeles, California 90049

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Former name or former address, if changed since last report: None

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share Series B Junior Participating Preferred Stock Purchase Rights		LADX		OTC Markets

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

EXPLANATORY NOTE

 

This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of LadRx Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission on September 11, 2023 (the “Original Form 8-K”). The sole purpose of this Amendment is to amend and restate in its entirety, Item 5.02 of the Original Form 8-K to disclose the future grant date of certain stock options to be made by the Board of Directors (the “Board”) of the Company, which was inadvertently omitted from the Original Form 8-K. No other changes have been made to the Original Form 8-K.

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 7, 2023, the Board approved the first amendment (the “Plan Amendment”) to the LadRx Corporation 2019 Stock Incentive Plan (the “Plan”), effective as of the same date. The Plan Amendment amends the Plan to (i) reflect the Company’s recent name change from CytRx Corporation to LadRx Corporation, and (ii) increase the aggregate number of shares of common stock, par value $0.001 per share (the “Common Stock”), that may be issued under the Plan, as set forth in Section 4(a) of the Plan, by an additional 75,000 shares of Common Stock.

 

On September 7, 2023, the Board additionally approved and set January 16, 2024 as the grant date for certain stock options to purchase shares of Common Stock to certain directors and officers of the Company, which such amounts shall be determined at a future date.

 

The foregoing description of the Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	LADRX CORPORATION
Date: October 12, 2023	/s/ John Y. Caloz
	John Y. Caloz
	Chief Financial Officer

 

 

Cover	Sep. 06, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K of LadRx Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission on September 11, 2023 (the “Original Form 8-K”). The sole purpose of this Amendment is to amend and restate in its entirety, Item 5.02 of the Original Form 8-K to disclose the future grant date of certain stock options to be made by the Board of Directors (the “Board”) of the Company, which was inadvertently omitted from the Original Form 8-K. No other changes have been made to the Original Form 8-K.
Document Period End Date	Sep. 06, 2023
Entity File Number	000-15327
Entity Registrant Name	LADRX CORPORATION
Entity Central Index Key	0000799698
Entity Tax Identification Number	58-1642740
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	11726 San Vicente Boulevard
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90049
City Area Code	(310)
Local Phone Number	826-5648
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share Series B Junior Participating Preferred Stock Purchase Rights
Trading Symbol	LADX
Entity Emerging Growth Company	false

---