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): April ~~October 4~~14, ~~2024~~2025

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 5.0702 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. ~~Submission~~On April 14, 2025, Joel Caldwell tendered his resignation from the board of ~~Matters~~directors to(the a“Board”) ~~Vote~~of LadRx Corporation (the “Company”) and all Board committees thereto, effective as of ~~Security~~April ~~Holders~~15, 2025. Mr. Caldwell’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

2024 Annual Meeting Results

On October 4, 2024, LadRx Corporation (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on August 9, 2024, the record date for the Annual Meeting, there were 495,092 shares of the Company’s common stock, par value $0.01 per share (the “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 265,104 shares of Common Stock present at the Annual Meeting in person or by proxy, which represented 53.54% of the outstanding shares of Common Stock entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business.

Jennifer Simpson, Ph.D. the one 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 August 20, 2024, and are incorporated herein by reference.

1. The election of one director, Jennifer Simpson, Ph.D., to serve until the 2025 Annual Meeting of Stockholders.

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

2. The ratification of the appointment of Weinberg & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

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

3. 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
79,074		18,572		450		167,008

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.

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: October 9, 2024	/s/ John Y. Caloz
Date: April 16, 2025	/s/ John Y. Caloz
	John Y. Caloz
	Chief Financial Officer

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