SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 July 31, 2020

By E-Mail

Jerald A. Hammann
1566 Sumter Ave. N.
Minneapolis, MN 55427

Re: CytRx Corporation
Revised Preliminary Proxy Statement
Filed July 27, 2020  by Jerald A. Hammann
File No. 000-15327

Dear M r. Hammann :

We have reviewed your filing and have the follow ing comments.

Revised Preliminary Proxy Statement
Background of the Solicitation, page 3
1. We note the last bullet point on page 4. Please provide supplemental support for the
suggestion that the decision by the company to postpone its annual meeting was related to
your request that it do so. We note sim ilar disclosure on page 11.

Reasons for the Solicitation, page 5
2. You must avoid issuing statements that directly or indirectly impugn the character,
integrity or personal reputation or make charges of i llegal, improper or immoral conduct
without factual foundation.  Provide us supplementally, or disclose, the factual foundation
for the statements listed below . In this regard, note that the factual foundation for such
assertion must be reasonable. Refer to  Rule 14a -9.
 Your statement that the company engaged in “spring -loading” its stock option
awards in 2013 and 2 019. Your disclosure provide s as support  your own
conjectures and those of other third parties, whether plaintiffs or media members.
 Your statement that the conduct described in the second paragraph of page 6
resulted in “breaches of law and fiduciary duty .”
 Your statement in the first paragraph of page 7 that “the spring -loading of these
options was intentionally choreographed by the Company's management .”
 Your suggestion in the fourth paragraph of page  7 that the company “delayed

Jerald A. Hammann
July 31 , 2020
Page 2

 providing material information to shareholders in advance of the prospective
option issue dat e” and that su ch delay was done  with the purpose of affecting the
market stock price prior to the grant of opti ons to insiders.
 Your statement in the fourth paragraph of page 8 that suggests Mr. Kriegsman has
ceased fulfilling his fiduciary duties and has instead focused on his personal
wealth .
 Your statement in  the same paragraph that you believe “…Mr. Kriegsman
routinely disregards both the actual and expressed interests of the Shareholders .”
 Your statement in the six th par agraph of page 8 that suggests D r. Ignarro and
other board members have also ceased fulfilling their fiduciary duties and h ave
instead focused on enabling Mr. Kriegsman ’s personal wealth .
 Your allegation  in the fifth paragraph of page 9 that “it appears clear that the
members of this Committee have ceased being disinterested as it relates to all
matters involving Mr. Kriegsman's compensation arrangement s with the
Company” and thus are failing to fulfill thei r fiduciary duties.
3. Please provide supplemental support for your s tatement that the c ompany “hired stock
promoters to write articles praising the Company …”
4. Refer to the last sentence in the fourth  paragraph of page 6. Please provide supplemental
support for the statement that the company ’s actions described therein were related to the
changes in market price of the company ’s stock.
5. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion  or belief. Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis. Provide support for the following:
 Your statement that the conduct described in the fourth  paragraph of page 6 resulted
in “investor trust in the corporation was also impaired .”
 Your statement on page 10 that “[a]t least as early as the 2013 stock promotion
scandal, the Company has labored under a cloud of mistrust by the investment
communit y.”
Also, please review the proxy statement generally to comply with the first sentence of
this com ment.
6. Refer t o the last sentence in the fifth paragraph of page 6. Please provide supplemental
support for the statement that “…a lack of investor trust in management and the Board is
perpet ually weighing down the Company ’s prospects and has in creased its costs of
capital .”

Jerald A. Hammann
July 31 , 2020
Page 3

 7. Refer t o the eighth paragraph of page 6. Please provide supplemental support for the
statement that the board decision to (apparent ly) award options relating to all remaining
authorized shares of common stock was “…not the result of thoughtful consideration of
the balancing of interests between inside and outside shareholders nor of the award size
necessary to incentivize performance, but was instead simply every option  that was
available be awarded .”
8. Refer to the fifth paragraph of page 7. Your disclosure does not allege any actions by the
company’s officers or directors but is in cluded  in a context in which you allege other
improper actions by company officers and directors. Thus, please tell us what
considerat ion you have given to making an explicit statement clarifying that you do not
know that company officers and directors participa ted in the selling of large a mounts of
stock, as described.
9. Refer to the third paragraph of page 9. Please explain what you mean when you state that
the company “pre-approved” a charter amendment. Are you referring to a requirement of
state law that a board approve an action that also requires sharehol der approval?  If so,
please clarify.
10. Please tell us why you include disclosure on page 11 with respect to a  proposal that the
company has determined not to act upon at the annu al meeting.

Please direct any questions to me at (202) 551 -3619.

        Sincerely,
        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of M ergers and Acquisitions