UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.03 Bankruptcy or Receivership
On July 28, 2025, LADRX Corporation (the “Company”) entered into a General Assignment for the Benefit of Creditors (the “Assignment”), pursuant to California law, in which it assigned all of its right, title, and interest in its assets to LADRX, Assignment for the Benefit of Creditors, LLC, as Assignee, for the benefit of the Company’s creditors (the “ABC”).
The execution of the Assignment constitutes a liquidation event. The Assignee will take possession of the Company’s assets and administer them in accordance with applicable state law in order to satisfy creditor claims to the extent possible.
As a result of the Assignment, the Company has ceased substantially all of its business operations and no longer has the ability to continue as a going concern.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement
The execution of the Assignment described under Item 1.03 above constituted an event of default or otherwise triggered obligations under certain of the Company’s debt instruments and contractual obligations. As a result, all outstanding obligations under such agreements may be immediately due and payable.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the ABC, the following members of the Company’s Board of Directors have resigned effective as of July 28, 2025:
● Jennifer Simpson, Chair of the Board
● Cary Claiborne, Director
● Stephen Snowdy, Chief Executive Officer
● John Caloz, Chief Financial Officer
These resignations were not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
For any further information, please contact:
https://LadRX-abc.smartexchange.com
BMC Group
Re: LadRX ABC
PO Box 90100
Los Angeles, CA 90009
(888) 909-0100
info@bmcgroup.com
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding the effect of the ABC process and the potential for distributions to creditors. Actual results may differ materially from those expressed or implied due to various factors, including the Assignee’s ability to administer the assets and claims effectively. The Company disclaims any obligation to update any forward-looking statements.
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: July 31, 2025 | /s/ John Y. Caloz |
| John Y. Caloz | |
| Chief Financial Officer |