LadRx Corp 2024年度报告

Form10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 For the transition period from_________to_________ Commission file number000-15327 LadRx Corporation(Exact name of Registrant as specified in its charter) Delaware58-1642740(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 11726 San Vicente Blvd,Suite 650,Los Angeles,California90049(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(310)826-5648 N/A(Former name, former address and former fiscal year, if changed since last report) Securities Registered Pursuant to Section 12(b) of the Act:None Securities Registered Pursuant to Section 12(g) of the Act: Title of each classTrading Symbol(s)Name of exchange on which registeredCommon Stock, $0.001 par value per shareLADXOTC MarketsSeries B Junior Participating Preferred StockPurchase Rights Indicate by check mark if the Registrant is a well-known seasoned issuer (as defined in Securities Act Rule 405). Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Actof 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Accelerated filer☐Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Based on the closing price of the registrant’s common stock as reported on the OTC Markets, the aggregate market value of the registrant’scommon stock held by non-affiliates on June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter)was approximately $1.3million. Shares of common stock held by directors and executive officers and any ten percent or greater stockholdersand their respective affiliates have been excluded from this calculation, because such stockholders may be deemed to be “affiliates” of theregistrant. This is not necessarily determinative of affiliate status for other purposes. The number of outstanding shares of the registrant’s common stock as of March 28, 2025 was495,092shares. TABLE OF CONTENTS Page NOTE ON FORWARD-LOOKING STATEMENTS3PART I4Item 1. BUSINESS4Item 1A. RISK FACTORS20Item 1B. UNRESOLVED STAFF COMMENTS40Item 1C. CYBERSECURITY40Item 2. PROPERTIES41Item 3. LEGAL PROCEEDINGS41Item 4. MINE SAFETY DISCLOSURES41PART II42Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES42Item 6. [RESERVED]43Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS43Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK53Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTA