8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2004

CYTRX CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-15327	58-1642740
(Commission File Number)	(I.R.S. Employer Identification No.)
11726 San Vicente Blvd., Suite 650, Los Angeles, CA (Address of Principal Executive Offices)	90049 (Zip Code)

(310) 826-5648
Registrant’s Telephone Number, Including Area Code

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
SIGNATURES
INDEX TO EXHIBITS
Exhibit 99.1

ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

     On April 23, 2004, CytRx Corporation announced that it had received a Nasdaq Staff Determination letter indicating that the company’s common stock is subject to delisting from The Nasdaq Small Cap Market as a result of the company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2003, as further described in the press release attached hereto as Exhibit 99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     The exhibit listed on the accompanying Index to Exhibits is filed herewith.

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.

CYTRX CORPORATION
By:	/s/ Steven A. Kriegsman
	Steven A. Kriegsman
	Chief Executive Officer

Dated: April 23, 2004

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release dated April 23, 2004

EX-99.1

EXHIBIT 99.1

For Additional Information:

Investor Relations Group:
Dian Griesel/John Nesbett
212/825-3210

CytRx Corporation:
Carolyn French
Director of Communications
310/826-5648
cfrench@cytrx.com

CytRx Receives Nasdaq Notice Related to Late Filing of Its Form 10-K

Los Angeles, CA — April 23, 2004 — CytRx Corporation (NASDAQ:CYTRE) today announced that on April 19, 2004, it received a Nasdaq Staff Determination letter indicating that the company’s common stock is subject to delisting from The Nasdaq Small Cap Market as a result of the company’s failure to file its Annual Report on Form 10-K for the year ended December 31, 2003, as required by Nasdaq Marketplace Rule 4310(c)(14).

The company’s common stock will be delisted at the opening of business on April 28, 2004 unless, by no later than April 26, 2004, CytRx requests a hearing on the matter before a Nasdaq Listing Qualifications Panel. The company will submit a request for a hearing prior to that deadline, and the company’s common stock will continue to remain listed on the Nasdaq Small Cap Market pending that hearing.

As previously reported, CytRx has been delayed in the filing of its Form 10-K as a result of its changing its independent auditors and certain pending accounting issues. The company is working diligently with BDO Seidman, its new independent auditors, to complete the audit of its 2003 financial statements and to file its Form 10-K as expeditiously as possible. There can be no assurance that the company will become current in its reporting obligations or that the Listing Qualifications Panel will agree with the company’s request to continue the listing of CytRx’s common stock on The Nasdaq Small Cap Market.

The Nasdaq staff also informed the company that, as a result of its filing delinquency, CytRx’s trading symbol will carry the additional letter “E” and will be CYTRE.

For questions, please feel free to contact Dian Griesel or John Nesbett at The Investor Relations Group, Inc. at (212) 825-3210.

About CytRx Corporation

CytRx Corporation is a biopharmaceutical research and development company, based in Los Angeles with a subsidiary in Worcester, Massachusetts. The company is engaged in the development of products, primarily in the area of ribonucleic acid interference (RNAi), for the human health care market, in a variety of therapeutic categories. The company has a broad-based strategic alliance with the University of Massachusetts Medical School to develop novel compounds for obesity, type 2 diabetes, CMV and ALS using RNAi technology. CytRx also licensed from UMMS the rights to a DNA-based HIV vaccine technology. The company also has a research program with Massachusetts General Hospital, Harvard University’s teaching hospital, to use RNAi technology to develop a drug for the prevention, treatment or cure of ALS. The company has licensed its TranzFect delivery technology for DNA-based vaccines for certain diseases. For more information, visit CytRx’s website at www.cytrx.com.

This press release may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that 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 or uncertainties related to the statements above regarding the outcome of the Nasdaq Listing Qualifications Panel hearing, CytRx’s ability to complete the audit of its 2003 financial statements and to become current on its reporting obligations in a timely fashion, and CytRx’s ability to qualify to trade on the Over-the-Counter Bulletin Board if its shares are delisted from Nasdaq. 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.

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