UNITED STATES

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): ~~September~~June 63, ~~2023~~2024

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: (310) 826-5648

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. ☐

Item 31.~~03.~~01 ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

ToMutual ~~the~~Termination ~~extent required by Item 3.03 of Form 8-K, the information contained in Item 5.02~~ and ~~Item~~Release ~~5.03 of this Current Report on Form 8-K and is incorporated herein by reference.~~Agreement

~~Item~~On 5June 3, 2024 (the “Effective Date”), LadRx Corporation (the “Company”) entered into a Mutual Termination and Release Agreement (the “Termination Agreement”) with NantCell, Inc.02, ~~Departure~~a ofDelaware ~~Directors~~corporation, and orits ~~Certain~~parent ~~Officers;~~company, ~~Election~~ImmunityBio, ofInc., ~~Directors;~~a ~~Appointment~~Delaware ofcorporation ~~Certain~~(collectively, ~~Officers;~~“NantCell”), ~~Compensatory~~and ~~Arrangements~~XOMA of(US) ~~Certain~~LLC, ~~Officers~~a Delaware corporation (“XOMA”). As previously reported, effective July 27, 2017, the Company entered into an exclusive worldwide license agreement with NantCell, granting to NantCell the exclusive rights to develop, manufacture and commercialize aldoxorubicin in all indications (the “License Agreement”).

OnPursuant ~~September~~to 7,the ~~2023~~Termination Agreement, the ~~Board~~License ofAgreement ~~Directors~~will (terminate automatically on the ~~“Board”)~~Effective ofDate, ~~LadRx~~and ~~Corporation~~neither (the “Company”) ~~approved~~nor ~~the first~~NantCell ~~amendment~~will ~~(the~~have ~~“Plan~~any ~~Amendment”)~~continuing obligations to each other than as described in the ~~LadRx~~Termination ~~Corporation~~Agreement. ~~2019~~Additionally, ~~Stock~~except ~~Incentive~~that ~~Plan~~during the thirty (30) day period following the Effective Date (the “~~Plan~~Discussion Period”), ~~effective~~the ~~as of~~Company ~~the~~and ~~same~~NantCell ~~date.~~shall engage ~~The~~in ~~Plan~~good ~~Amendment~~faith ~~amends~~discussions regarding the ~~Plan~~terms toof ~~(i)~~an ~~reflect~~agreement pursuant to which the Company’s ~~recent~~would ~~name~~have ~~change~~the ~~from~~right ~~CytRx~~to ~~Corporation~~purchase tothe ~~LadRx~~inventory ~~Corporation~~of aldoxorubicin (including, without limitation, active pharmaceutical ingredient, WPI and ~~(ii)~~finished ~~increase~~dose, the ~~aggregate~~“Inventory”) and ~~number~~all ofother ~~shares~~materials ofnecessary ~~common~~for ~~stock~~the research, ~~par~~development ~~value~~and ~~$0.001~~commercialization, ~~per~~among ~~share~~others, (worldwide as of the ~~“Common~~Effective ~~Stock”)~~Date, ~~that~~at ~~may~~the beCompany’s ~~issued~~expense. ~~under~~If the ~~Plan,~~Company asand ~~set~~NantCell ~~forth~~are inunable ~~Section~~to ~~4(a)~~reach ofan agreement regarding the ~~Plan,~~purchase by anthe ~~additional~~Company 75and/or transfer to the Company of the Inventory as of the end of the Discussion Period,~~000~~ ~~shares~~then disposition of ~~Common~~the ~~Stock~~Inventory shall be at NantCell’s sole discretion.

The ~~foregoing~~Termination ~~description~~Agreement ofadditionally ~~the~~provides ~~Plan~~for ~~Amendment~~the ~~does~~release ~~not~~of ~~purport~~the toCompany ~~be complete~~ and isNantCell ~~qualified~~from inclaims, ~~its~~demands ~~entirety~~and byliabilities, ~~reference~~among ~~to the complete~~others, ~~text~~and ofcustomary ~~the~~representations ~~Plan~~and ~~Amendment~~warranties, acovenants, ~~copy~~and ofother ~~which~~provisions iscustomary ~~attached~~for ~~hereto~~transactions asof ~~Exhibit~~this 10nature.~~1 and is incorporated herein by reference.~~

~~Item~~First ~~5.03~~Amendment ~~Amendments~~ to ~~Articles~~Royalty ofPurchase ~~Incorporation or Bylaws; Change in Fiscal Year.~~Agreement

~~Certificate~~On June 3, 2024, in consideration for the termination of the License Agreement pursuant to the Termination Agreement, the Company and XOMA entered into the First Amendment ofto ~~Restated~~the ~~Certificate~~Royalty ofPurchase ~~Incorporation~~Agreement (the “First Amendment”). As previously reported, on June 21, 2023, the Company and XOMA entered into that certain Royalty Purchase Agreement, pursuant to which the Company agreed to sell, transfer, assign and convey to XOMA, among other payments, all royalty payments and regulatory and commercial milestone payments payable to the Company pursuant to the License Agreement.

OnPursuant ~~September~~to 8,the ~~2023~~First Amendment, if the Company ~~filed~~decides ato ~~Certificate~~commercialize ofaldoxorubicin ~~Amendment~~itself, ofprior ~~Restated~~to ~~Certificate~~the offirst ~~Incorporation~~commercial ~~(the~~sale ~~“Certificate~~ of ~~Amendment”)~~aldoxorubicin, ~~with~~ the ~~Secretary~~Company ofand ~~State~~XOMA ofshall ~~Delaware~~enter tointo ~~amend~~a ~~and~~synthetic ~~restate~~royalty inpurchase ~~its~~agreement, ~~entirety~~pursuant ~~Section~~to 2which ofthe ~~Article~~Company ~~Eighth~~shall ofagree ~~the~~to ~~Company’s~~make quarterly ~~Restated~~royalty ~~Certificate~~payments ofto ~~Incorporation,~~XOMA ~~such~~equal ~~that~~to ~~commencing with~~ the ~~election~~amount of ~~directors~~all ataggregate ~~the~~net ~~2024~~sales ~~annual~~of ~~meeting~~aldoxorubicin ofduring ~~stockholders, the~~each ~~director~~calendar inquarter ~~Class~~multiplied Iby ~~will~~1.5%. If bethe upCompany ~~for~~decides ~~election~~not ~~for~~to acommercialize ~~one-year~~aldoxorubicin ~~term~~itself ~~ending~~and atinstead ~~the~~licenses ~~2025~~aldoxorubicin ~~annual~~to ~~meeting~~a ofthird ~~stockholders~~party, ~~commencing~~upon ~~with the~~entry ~~election~~ of ~~directors~~such a atnew ~~the~~license ~~2025~~agreement, ~~annual~~XOMA ~~meeting~~shall ofbe ~~stockholders,~~entitled ~~the~~to ~~director~~receive in(i) ~~Class~~royalty ~~III~~payments ~~will~~with berespect upto ~~for~~net ~~election~~sales ~~for~~of aaldoxorubicin ~~one-year term~~payable ~~ending at~~ to the ~~2026~~Company ~~annual~~multiplied ~~meeting~~by of7.5% ~~stockholders,~~ and ~~following~~(ii) ~~the~~milestone ~~2026~~payments ~~annual~~of ~~meeting~~7.5% of ~~stockholders,~~any ~~the~~milestone ~~Board~~payable ~~shall~~to nothe ~~longer be~~Company ~~classified~~pursuant ~~and~~to ~~divided~~the ~~into~~License ~~classes~~Agreement. The ~~and~~First ~~all~~Amendment ~~directors~~contains ~~will~~customary becovenants ~~elected~~and ~~for~~other aprovisions ~~term~~customary ~~expiring~~for attransactions ~~the following annual meeting~~ of ~~stockholders or,~~this ~~if earlier, their death or resignation~~nature.

AsThe ~~reported~~foregoing ~~below~~descriptions ~~under~~of ~~Item~~the ~~5.07~~Termination ofAgreement ~~this~~and ~~Current~~the ~~Report~~First onAmendment ~~Form~~do ~~8-K,~~not ~~the~~purport ~~Company~~to ~~held~~be ~~Annual~~complete ~~Meeting~~and ofare ~~Stockholders~~qualified onin ~~September~~its ~~6, 2023~~entirety ~~(“Annual~~by ~~Meeting”),~~reference atto ~~which~~the ~~meeting~~full text of the ~~Company’s~~Termination ~~stockholders~~Agreement ~~approved~~and the ~~Certificate~~First Amendment, copies of ~~Amendment~~which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

~~The~~Item ~~foregoing~~1.02 ~~description~~Termination of ~~the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Amendment,~~ a ~~copy~~Material ofDefinitive ~~which is attached hereto as Exhibit 3~~Agreement.1 ~~and is incorporated herein by reference.~~

~~Amendments~~The toinformation ~~Amended~~required by this Item 1.02 is set forth in Item 1.01, above, and ~~Restated~~is ~~By-Laws~~incorporated herein by reference.

OnItem September 6, 2023, the Company’s stockholders approved at the Annual Meeting, amendments (collectively, the “Amendments”) to the Company’s Amended and Restated By-Laws (the “By-Laws”), which were previously adopted by the Board on July 14, 20238.01 ~~The~~Other Amendments amend and restate Article III, Section 3 of the Company’s By-Laws in its entirety, such that commencing with the election of directors at the 2024 annual meeting of stockholders, the director in Class I will be up for election for a one-year term ending at the 2025 annual meeting of stockholdersEvents. Commencing with the election of directors at the 2025 annual meeting of stockholders, the director in Class III will be up for election for a one-year term ending at the 2026 annual meeting of stockholders, and following the 2026 annual meeting of stockholders, the Board shall no longer be classified and divided into classes.

~~The~~On ~~Amendments~~June ~~also~~3, ~~amend~~2024, ~~and~~the ~~restate~~Company ~~Article~~issued ~~III,~~a ~~Section~~press 5release ofannouncing the ~~Company’s~~Termination ~~By-Laws~~Agreement inand ~~its~~the ~~entirety~~First toAmendment. ~~permit~~A ~~the~~copy ~~removal~~ of ~~any or~~such ~~all~~press ofrelease is ~~the~~attached ~~directors~~to ~~from~~this ~~the~~Current ~~Board~~Report inon ~~the~~Form ~~manner~~8-K as ~~provided~~Exhibit in99.1 ~~Section~~and ~~141(k)~~incorporated ofherein ~~the~~by ~~Delaware General Corporation Law~~reference.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendments, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

2023 Annual Meeting Results

On September 6, 2023, the Company held its Annual Meeting.

As of the close of business on July 14, 2023, the record date for the Annual Meeting, there were 495,092 shares of Common Stock outstanding and entitled to vote on the proposals described below. The matters described below were submitted to a vote of the Company’s stockholders at the Annual Meeting.

At the beginning of the Annual Meeting, there were 257,076 shares of Common Stock present at the Annual Meeting in person or by proxy, which represented 51.92% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business.

Mr. Joel Caldwell, the Class II director nominee, was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on July 28, 2023, and are incorporated herein by reference.

1. The election of one Class II director, Mr. Joel Caldwell, to serve until the 2026 annual meeting of stockholders.

For		Against		Abstain		Broker Non-Votes
76,717		0		21,942		158,417

2. The approval to amend the Company’s governing documents (Restated Certificate of Incorporation and By-Laws) to declassify the structure of the Board, such that each director standing for election shall only be eligible to be elected for one-year terms.

For		Against		Abstain		Broker Non-Votes
86,518		10,917		1,224		158,417

3. The ratification of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

For		Against		Abstain		Broker Non-Votes
208,886		36,259		11,931		-

4. The approval, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

For		Against		Abstain		Broker Non-Votes
72,379		24,179		2,101		158,417

5. The approval, on an advisory basis, regarding the frequency of future stockholder advisory votes to approve the compensation of the Company’s named executive officers.

1 Year		2 Years		3 Years		Abstain
52,459		3,033		39,115		4,052

For more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
3.1		Certificate of Amendment of Restated Certificate of Incorporation of LadRx Corporation
10.1		Mutual Termination and Release Agreement, dated as of June 3, 2024, by and among LadRx Corporation, NantCell, Inc., ImmunityBio, Inc. and XOMA (US) LLC
3.2		Amendments to the By-Laws of LadRx Corporation
10.2		First Amendment of Royalty Purchase Agreement, dated as of June 3, 2024, by and between LadRx Corporation and XOMA (US) LLC
10.1		Amendment No. 1 to LadRx Corporation 2019 Stock Incentive Plan
99.1		Press Release, dated June 3, 2024
104		Cover Page Interactive Data File (formatted as Inline XBRL)

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: September 11, 2023	/s/ John Y. Caloz
Date: June 6, 2024	/s/ John Y. Caloz
	John Y. Caloz
	Chief Financial Officer

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