Filed Pursuant to Rule 424(b)(3)
File No. 333-106629
PROSPECTUS SUPPLEMENT NO. 1
(To Prospectus Dated August 5, 2003)
CYTRX CORPORATION
Common Stock
Warrants
This prospectus supplement supplements our prospectus dated August 5, 2003. This
prospectus supplement should be read in conjunction with, and may not be
delivered or utilized without, the prospectus. This prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information contained
in our prospectus.
The following table supplements or amends the table of selling securityholders
contained under the heading "Selling Securityholders" in our previous prospectus
by adding the information below with respect to any person not previously listed
in the prospectus. Where the name of a selling securityholder identified in the
table below also appears in the table in our prospectus, the information set
forth in the table below regarding that selling securityholder supersedes the
information in the prospectus.
Beneficial Ownership Beneficial Ownership
Before Offering(1) After Offering (1)(3)
------------------------- ------------------------
Number of
Number of Shares Being Number
Shares Percent (2) Offered(4) of Shares Percent (2)
----------- ----------- ------------ --------- -----------
J. P. Turner & Company, LLC 357,500 (5) 1.33 357,500(5) 0 *
J.P. Turner Partners, L.P. 87,500 (6) * 87,500(6) 0 *
Tom Wagner 262,500 (7) * 262,500(7) 0 *
Rocco Guidicipietro 25,000 (8) * 25,000(8) 0 *
Rob Guidicipietro 25,000 (9) * 25,000(9) 0 *
(1) Beneficial ownership is determined in accordance with the rules of the
SEC and generally includes voting or investment power with respect to
securities. Shares of common stock subject to options, warrants and
convertible securities currently exercisable or convertible, or
exercisable or convertible within 60 days, are deemed outstanding,
including for purposes of computing the percentage ownership of the
person holding such option, warrant or convertible security, but not
for purposes of computing the percentage of any other holder.
(2) Included as outstanding for this purpose are 26,879,720 shares
outstanding on June 1, 2003, plus, in the case of each of these selling
securityholders, the shares issuable upon exercise of the options or
warrants held by such selling securityholder (but not including shares
issuable upon exercise or conversion of any other options, warrants or
other securities held by any other person).
(3) Assumes that all shares and warrants included in this prospectus will
be sold by the selling securityholder.
(4) Assumes that all of the warrants that are offered by this prospectus
are exercised by the selling securityholders and that the underlying
shares of common stock are offered for sale by them.
(5) Represents 275,000 shares of our common stock and warrants to purchase
82,500 shares of our common stock that we issued to J.P. Turner &
Company LLC in consideration for investment banking services. We also
issued warrants to purchase another 400,000 shares of our common stock
to that firm in consideration for investment banking services, which
that firm assigned to an affiliate and three of its employees after the
effective date of our prospectus.
(6) Represents warrants to purchase 87,500 shares previously issued to J.P.
Turner & Company LLC.
(7) Represents warrants to purchase 262,500 shares previously issued to
J.P. Turner & Company LLC.
(8) Represents warrants to purchase 25,000 shares previously issued to J.P.
Turner & Company LLC.
(9) Represents warrants to purchase 25,000 shares previously issued to J.P.
Turner & Company LLC.
Except as previously disclosed in our prospectus, none of the selling
securityholders listed in the table above have had any material relationship
with us or any of our affiliates within the past three years.
The date of this Prospectus Supplement is September 10, 2003.
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