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CytRx Announces Exercise Of Underwriters’ Over-Allotment Option

CytRx Corporation (Nasdaq:CYTR), a biopharmaceutical research and development company specializing in oncology, announced today the sale of an additional 1,200,000 shares of common stock pursuant to the exercise in full by the underwriters of the over-allotment option granted to the underwriters in connection with CytRx's recently announced public offering of 8,000,000 shares of common stock at a price to the public of $2.50 per share. The gross proceeds to CytRx from the offering, including the exercise of the over-allotment option, will be $23 million, before deducting underwriting discounts and commissions and other offering expenses payable by CytRx. The offering is expected to close on October 23, 2012, subject to satisfaction of customary closing conditions.

Aegis Capital Corp. is acting as the sole book-running manager for the offering.

Roth Capital Partners is acting as the co-lead manager for the offering.

CytRx is offering the shares described above pursuant to a shelf registration statement on Form S-3, including a base prospectus, that was previously filed with the Securities and Exchange Commission (SEC) and that is effective. The securities may be offered only by means of a prospectus. A preliminary prospectus supplement related to the offering was filed with the SEC on October 17, 2012 and a final prospectus supplement related to the offering was filed with the SEC on October 19, 2012. Electronic copies of the preliminary prospectus supplement and the final prospectus supplement, as well as the accompanying base prospectus may be obtained by either contacting the representative of the underwriters (as set forth below) or by accessing the SEC’s website at http://www.sec.gov.

Aegis Capital Corp.Prospectus Department810 Seventh Avenue, 18th FloorNew York, New York 10019Telephone: 212-813-1010E-mail: prospectus@aegiscap.com

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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