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): ~~June~~October 34, 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 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement.~~Security Holders.

~~Mutual~~2024 ~~Termination~~Annual ~~and~~Meeting ~~Release Agreement~~Results

On ~~June~~October 34, 2024 ~~(the “Effective Date”)~~, LadRx Corporation (the “Company”) ~~entered~~held ~~into a~~its ~~Mutual~~2024 ~~Termination~~Annual ~~and~~Meeting ~~Release~~of ~~Agreement~~Stockholders (the “~~Termination~~Annual ~~Agreement~~Meeting”). As ~~with~~of ~~NantCell,~~the ~~Inc.,~~close aof ~~Delaware~~business ~~corporation, and~~on ~~its~~August ~~parent company~~9, ~~ImmunityBio~~2024, ~~Inc.,~~the arecord ~~Delaware~~date ~~corporation~~for ~~(collectively~~the Annual Meeting, ~~“NantCell”)~~there were 495,092 ~~and~~shares ~~XOMA~~of ~~(US)~~the Company’s ~~LLC~~common stock, apar ~~Delaware~~value ~~corporation~~$0.01 per share (the “~~XOMA~~Common Stock”)., Asoutstanding ~~previously~~and ~~reported,~~entitled ~~effective~~to ~~July~~vote ~~27,~~on ~~2017,~~ the ~~Company~~proposals ~~entered~~described ~~into~~below. anThe ~~exclusive~~matters ~~worldwide~~described ~~license~~below ~~agreement~~were ~~with~~submitted ~~NantCell,~~to ~~granting~~a tovote ~~NantCell~~of the ~~exclusive~~Company’s ~~rights~~stockholders toat ~~develop, manufacture and commercialize aldoxorubicin in all indications (~~the ~~“License~~Annual ~~Agreement”)~~Meeting.

~~Pursuant~~At to the ~~Termination~~beginning ~~Agreement,~~of the ~~License~~Annual ~~Agreement~~Meeting, ~~will~~there ~~terminate~~were ~~automatically~~265,104 onshares ~~the~~of ~~Effective~~Common ~~Date,~~Stock ~~and~~present ~~neither~~at the ~~Company~~Annual ~~nor~~Meeting ~~NantCell will have any continuing obligations to each other than as described~~ in ~~the~~person ~~Termination~~or ~~Agreement.~~by ~~Additionally~~proxy, ~~except that during the~~which ~~thirty~~represented ~~(30)~~53.54% ~~day~~of ~~period following~~ the ~~Effective~~outstanding ~~Date~~shares ~~(the “Discussion Period”), the Company and NantCell shall engage in good faith discussions regarding the terms~~ of anCommon ~~agreement~~Stock ~~pursuant~~entitled to ~~which~~vote ~~the~~at ~~Company would have~~ the ~~right~~Annual toMeeting ~~purchase the inventory of aldoxorubicin (including, without limitation, active pharmaceutical ingredient, WPI~~ and ~~finished~~which ~~dose,~~constituted ~~the~~a ~~“Inventory”) and~~quorum ~~all other materials necessary~~ for ~~the research, development and commercialization, among others, worldwide as of the Effective Date,~~ at the ~~Company’s~~transaction ~~expense. If the Company and NantCell are unable to reach an agreement regarding the purchase by the Company and/or transfer to the Company~~ of ~~the Inventory as of the end of the Discussion Period, then disposition of the Inventory shall be at NantCell’s sole discretion~~business.

~~The~~Jennifer ~~Termination~~Simpson, ~~Agreement~~Ph.D. ~~additionally~~the ~~provides~~one ~~for~~director ~~the~~nominee, ~~release~~was elected and each other matter submitted to a vote of the Company’s ~~and~~stockholders at ~~NantCell~~the ~~from~~Annual ~~claims~~Meeting, ~~demands~~as ~~and~~described ~~liabilities~~below, ~~among~~was ~~others, and~~approved ~~customary~~by ~~representations~~the ~~and~~requisite ~~warranties,~~vote ~~covenants,~~of ~~and~~the ~~other~~Company’s ~~provisions~~stockholders. ~~customary~~The final voting results for ~~transactions~~each of ~~this~~the ~~nature~~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 August 20, 2024, and are incorporated herein by reference.

~~First Amendment~~1. The election of one director, Jennifer Simpson, Ph.D., to ~~Royalty~~serve ~~Purchase~~until ~~Agreement~~the 2025 Annual Meeting of Stockholders.

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 to the Royalty Purchase 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.

For		Against		Abstain		Broker Non-Votes
81,966		0		16,130		167,008

~~Pursuant to~~2. ~~the~~The ~~First~~ratification ~~Amendment, if the Company decides to commercialize aldoxorubicin itself, prior to the first commercial sale~~ of ~~aldoxorubicin,~~ the ~~Company~~appointment ~~and XOMA shall enter into a synthetic royalty purchase agreement, pursuant to which the Company shall agree to make quarterly royalty payments to XOMA equal to the amount~~ of ~~all~~Weinberg ~~aggregate~~& ~~net sales of aldoxorubicin during each calendar quarter multiplied by 1.5%. If the~~ Company ~~decides~~as not to commercialize aldoxorubicin itself and instead licenses aldoxorubicin to a third party, upon entry of such a new license agreement, XOMA shall be entitled to receive (i) royalty payments with respect to net sales of aldoxorubicin payable to the Company’s ~~multiplied~~independent byregistered ~~7.5%~~public ~~and~~accounting ~~(ii)~~firm ~~milestone~~for ~~payments of 7.5% of any milestone payable to~~ the ~~Company~~fiscal ~~pursuant~~year toending ~~the~~December ~~License~~31, ~~Agreement~~2024. ~~The First Amendment contains customary covenants and other provisions customary for transactions of this nature.~~

The foregoing descriptions of the Termination Agreement and the First Amendment do not purport to be complete and are qualified in its entirety by reference to the full text of the Termination Agreement and the First Amendment, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

For		Against		Abstain		Broker Non-Votes
226,191		36,616		2,297		-

~~Item 1~~3.02 ~~Termination~~The approval, on an advisory basis, the compensation of athe ~~Material~~Company’s ~~Definitive~~named ~~Agreement.~~executive officers as disclosed in the Proxy Statement.

The information required by this Item 1.02 is set forth in Item 1.01, above, and is incorporated herein by reference.

For		Against		Abstain		Broker Non-Votes
79,074		18,572		450		167,008

~~Item~~For 8more information about the foregoing proposals, see the Proxy Statement, the relevant portions of which are incorporated herein by reference.01 The ~~Other~~results ~~Events~~reported above are final voting results. No other matters were considered or voted upon at the meeting.

On June 3, 2024, the Company issued a press release announcing the Termination Agreement and the First Amendment. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
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
10.2		First Amendment of Royalty Purchase Agreement, dated as of June 3, 2024, by and between LadRx Corporation and XOMA (US) LLC
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: June 6, 2024	/s/ John Y. Caloz
Date: October 9, 2024	/s/ John Y. Caloz
	John Y. Caloz
	Chief Financial Officer

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