ITEM 8.01. Other Events.

As previously disclosed, on February 15, 2012, CytRx Corporation ("we," "us," "our," "CytRx" or the "Company") received a Staff Determination letter from the Listing Qualifications Department of The NASDAQ Stock Market ("NASDAQ") because we had not regained compliance with the $1.00 minimum bid price requirement for continued listing, as set forth in NASDAQ Listing Rule 5550(a)(2) (the "Rule"). We requested a hearing before a NASDAQ Hearings Panel (the "Panel"), at which we presented a plan to regain compliance with the Rule and requested that the Panel allow us additional time to implement that plan. On April 18, 2012, the Panel rendered its written decision granting us until May 30, 2012 to regain compliance with the Rule.

On April 23, 2012, we issued a press release announcing that we had received a favorable ruling from the Panel, whereby the Panel has granted our request to remain listed on The NASDAQ Capital Market, subject to the condition that on or before May 30, 2012, we must have evidenced a closing bid price of $1.00 per share or more for a minimum of ten prior consecutive trading days. The full text of the press release is attached to this current report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

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

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