<PAGE>   1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 1997
                                   -----------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                          Commission File No. 0-15327
                                             --------

                               CYTRX CORPORATION
                               -----------------
             (Exact name of Registrant as specified in its charter)

              Delaware                                 58-1642740
------------------------------------      ------------------------------------
    (State or other jurisdiction          (I.R.S. Employer Identification No.)
  of incorporation or organization)

        154 Technology Parkway
       Norcross, Georgia 30092                              30092
---------------------------------------                 --------------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:   (770) 368-9500
                                                      --------------
                           --------------------------

Securities registered pursuant to Section l2(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock,
$.001 par value per share

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 Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
                                      ---  ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

On March 20 1998, the aggregate market value of the Registrant's common stock
held by non-affiliates was approximately $23,345,000.

On March 20 1998, there were 7,611,853 shares of the Registrant's common stock
outstanding, exclusive of treasury shares.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the CytRx Corporation 1997 Annual Report to Stockholders are
incorporated by reference into Parts II, III and IV. Portions of the CytRx
Corporation Proxy Statement for the 1998 Annual Meeting of Stockholders (the
"Proxy Statement") are incorporated by reference into Part III.


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                                     PART I

ITEM 1.  BUSINESS

GENERAL

         CytRx Corporation ("CytRx") was founded in 1985 and is engaged in the
development and commercialization of pharmaceutical-related products and
services including human therapeutics focused on high-value critical-care
therapies.

         In addition to its development work in human therapeutics, CytRx has
created several operating subsidiaries to broaden the development of its
technologies without losing focus on its core critical-care strategy. Vaxcel,
Inc. ("Vaxcel") is developing delivery systems to enhance the effectiveness of
vaccines. Vetlife, Inc. ("VetLife") is engaged in developing technologies to
enhance food animal growth and marketing and distributing products to enhance
North American beef cattle productivity. Before its divestiture by CytRx in
February 1998 (see "New Business Developments"), Proceutics, Inc.
("Proceutics") provided preclinical development services to the pharmaceutical
industry. Reference herein to "the Company" includes CytRx and its
majority-owned subsidiaries.

         Certain financial information concerning the industry segments in
which the Company operates can be found in Note 14 to the Company's
Consolidated Financial Statements.

         This Form 10-K contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the Company.
Holders of the Company's capital stock are cautioned that such statements are
only predictions and that actual events or results may differ materially.

NEW BUSINESS DEVELOPMENTS

Acquisition of Zynaxis, Inc.

         Effective May 21, 1997, Zynaxis, Inc. ("Zynaxis"), a publicly-held
biotechnology company engaged in the development of certain vaccine
technologies, merged with Vaxcel Merger Sub, a wholly-owned subsidiary of
Vaxcel formed for the purpose of the transaction (such transaction hereinafter
referred to as the "Vaxcel Merger"). As a result of the Vaxcel Merger, Zynaxis
became a wholly-owned subsidiary of Vaxcel.

         As part of the Vaxcel Merger (i) shares of common stock of Vaxcel were
issued to the existing shareholders of Zynaxis in exchange for all of the
outstanding shares of capital stock of Zynaxis and (ii) Vaxcel issued to CytRx
shares of common stock of Vaxcel and a warrant to purchase additional shares of
common stock of Vaxcel in exchange for CytRx's contribution to Vaxcel of $4
million, less the outstanding principal and interest under a secured loan
extended to Zynaxis by CytRx.


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         As a result of the Vaxcel Merger, CytRx owns approximately 87.5% of
the outstanding common shares of Vaxcel, with the remaining 12.5% held by the
former shareholders of Zynaxis. The Vaxcel Merger was treated as a purchase by
Vaxcel and constituted a tax-free reorganization for the former Zynaxis
shareholders. Also in connection with the Vaxcel Merger (i) options and
warrants to purchase Zynaxis common stock were converted into options and
warrants for the purchase of Vaxcel common stock, and (ii) convertible notes
issued by Zynaxis were converted into the right to receive shares of Vaxcel
common stock.

         As a result of the Vaxcel Merger, Vaxcel acquired the PLG
microencapsulation and mucoadhesive vaccine technologies of Zynaxis. The
Company believes that the Zynaxis technologies will be complementary to
Vaxcel's current technologies, which are primarily focused on enhancing the
effectiveness of injectable vaccines, while the Zynaxis technologies are
primarily targeted toward development of vaccines for oral and mucosal
delivery.

Issuance of Convertible Debentures

         On October 22, 1997, the Company privately placed (the "Note Sale")
with certain investors (the "Investors") $2,000,000 of convertible notes (the
"Debentures"). The Debentures may be converted into CytRx Common Stock at a
price of the lesser of 85% of the average closing bid price for the 10 days
preceding the conversion, or $5.68 per share (the "Conversion Price"). The
Debentures were sold at par and bear interest at a rate of 6% per annum. The
terms of the Debentures grant CytRx the right to redeem the Debentures at 110%
of par if the Conversion Price falls below $4. Also in connection with the Note
Sale, the Investors were issued two year warrants to purchase 40,000 shares of
CytRx Common Stock at an exercise price of $5.68. The fair value of such
warrants was determined to be insignificant.

         In addition, CytRx has the option, subject to certain conditions, to
sell to the Investors an additional $2,000,000 in value of the Debentures. Also
in connection with the Note Sale, CytRx agreed to file and did file a
registration statement in connection with the shares of CytRx Common Stock into
which the Debentures are convertible (the "Securities"), and agreed to keep
such registration statement effective until October 22, 1999 (or such earlier
date when the holders of the Securities are able to sell all such securities
immediately without restriction pursuant to Rule 144(k) under the Securities
Act of 1933 or any successor rule thereunder or otherwise).

         In February and March 1998, an aggregate of $500,000 of the Debentures
were converted into 204,104 shares of Common Stock. An additional $400,000 of
the Debentures were redeemed by the Company in February.

Divestiture of Subsidiaries and Sale of Real Estate

         On February 16, 1998, the Company consummated a sale of substantially
all of the assets of Proceutics other than real estate to Oread Laboratories,
Inc. ("Oread") for approximately $2.1 million. Proceutics retained its real
estate assets and leased the laboratory building at 150


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Technology Parkway, Norcross, Georgia to Oread. The Company expects a gain
related to this transaction which will be recognized in 1998.

         On February 23, 1998, CytRx and Proceutics entered into an agreement
with Alexandria Real Estate Equities, Inc. ("Alexandria") pursuant to which
CytRx and Proceutics would sell the two buildings owned by them at 150 and 154
Technology Parkway, Norcross, Georgia, to Alexandria for $4.5 million. Under
the terms of the agreement, Proceutics' rights and obligations under the lease
to Oread would be assigned to Alexandria and CytRx would lease the building at
154 Technology Parkway from Alexandria. The Company expects that this
transaction will be consummated in April 1998 and will result in a gain which
will be recognized in 1998.

          CytRx anticipates that it may raise funds through equity financings
of its remaining subsidiaries, either directly by the subsidiary through
issuance of the subsidiary's stock, or through sale by CytRx of all, or a
portion, of its ownership in a subsidiary.  CytRx is currently negotiating with
a third party for the sale of the cattle implant marketing operations of
VetLife.

PRODUCT DEVELOPMENT

FLOCOR(TM)

         CytRx's human therapeutics product development efforts are focused on
critical-care products providing target opportunities for high-value
breakthrough products to address unmet medical needs. CytRx's current product
development focus is FLOCOR, which the Company believes has the potential to
alleviate pain and suffering associated with sickle cell crisis.

         In 1995, results from a 2,900 patient RheothRx(R) trial indicated a
rise in creatinine, a marker of kidney toxicity, in a small percentage of heart
attack patients, at doses that provided a therapeutic benefit. As a result,
CytRx's licensee, Glaxo Wellcome PLC ("GW"), returned the rights to RheothRx to
the Company. Following GW's termination of the license, CytRx completed a
purification process that removed certain impurities in the compound, and
conducted experiments that showed higher toleration in models of renal failure.
The purified form of RheothRx is now named FLOCOR(TM), and a composition of
matter patent was issued for the new compound in June 1996. CytRx believes that
FLOCOR still offers opportunity in treating sickle cell crisis and other
vascular-occlusive disorders.

         FLOCOR is an intravenous solution that has the unique property of
improving blood flow. The Company believes that FLOCOR has significant
potential in treating a variety of vascular-occlusive diseases where blood flow
is restricted. CytRx has chosen the painful vascular-occlusive crisis
associated with sickle cell anemia as its first development priority. Currently
there is no effective treatment to alleviate the pain and suffering sickle cell
anemia patients in crisis must endure. Sickle cell anemia primarily affects
African-Americans. It is an inherited abnormality of hemoglobin, the
oxygen-carrying molecule in red blood cells. Under conditions of low blood
oxygen, which is generally caused by dehydration or stress, the sickle cell
victim's hemoglobin becomes rigid. This causes red blood cells to lose their
normal flexibility. The cells become rough, sticky and irregularly shaped,
often looking like sickles, which gives the disease its name.


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         These deformed cells cannot easily flow through the smaller blood
vessels of the body and tend to clump together, forming occlusions which impede
blood flow. The occlusions deprive tissues of vital oxygen which can result in
tissue death, inflammation and intense throbbing pain. Patients suffering from
sickle cell disease may experience several crisis episodes each year.
Hospitalization is required when pain becomes too much to bear. As there is
currently no effective treatment to alleviate the crisis, patients only receive
narcotics, fluids and rest. Aside from causing considerable pain and suffering,
these crisis episodes slowly destroy vital organs as they are deprived of
oxygen. As a result, the life expectancy of sickle cell victims is about twenty
years shorter than those without the disease.

         Estimates place the number of persons suffering from sickle cell
anemia in the U.S. at about 60,000. There are about 100,000 hospital admissions
annually to treat sickle cell patients undergoing acute vascular-occlusive
crisis caused by the disease. On average, these patients require in-patient
treatment for 7.2 days, resulting in significant healthcare costs. A recent
study indicated that each year an average sickle cell patient consumes about
$25,000 in hospital goods and services while seeking treatment for his or her
pain.

         FLOCOR's unique surface-active properties decrease blood viscosity and
enable the rigid sickled cells to become more flexible, thus allowing easier
passage of blood cells through narrow blood vessels.

         A Phase II human clinical trial conducted by Burroughs Wellcome Co.
has indicated trends towards reducing the duration of sickle cell crisis and
associated hospital stay when FLOCOR is used. Also, the trial indicated that
FLOCOR significantly reduced use of medication required to alleviate the severe
pain. CytRx has conducted small safety and dose ranging studies with the new
purified material and is preparing to conduct a larger Phase III trial.

         The Company believes that FLOCOR has the potential to be an effective
treatment for other vascular-occlusive diseases as well. Once the sickle cell
program is underway, CytRx plans to explore the opportunities with FLOCOR in
significant diseases such as Acute Respiratory Distress Syndrome (ARDS) and
stroke. However, CytRx's current strategy is to focus its efforts and resources
on gaining approval for the acute crisis of sickle cell anemia.

         In June 1989, the FDA informed CytRx of its decision to grant
RheothRx(R) "Orphan Drug" designation for the treatment of sickle cell crisis.
The Orphan Drug Act of 1983, as amended, provides incentive to drug
manufacturers to develop drugs for the treatment of rare diseases (e.g.
diseases that affect less than 200,000 individuals in the United States, or
diseases that affect more than 200,000 individuals in the United States where
the sponsor does not reasonably anticipate that its product will become
profitable). As a result of the designation of RheothRx/FLOCOR as an Orphan
Drug, if the Company is the first manufacturer to obtain FDA approval to market
FLOCOR for treatment of sickle cell crisis, the Company will obtain a
seven-year period of marketing exclusivity beginning from the date of its
approval. During this period, the FDA cannot approve the same drug for the same
use from another sponsor. In March 1990, RheothRx also received Orphan Drug
designation for the treatment of severe burns.


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Vaccine Delivery Technologies

         Vaxcel has four proprietary adjuvant and delivery system technologies
which can be used to increase the effectiveness and/or convenience of both
currently marketed and new vaccines. Vaxcel derives its rights to these four
technologies from the following: (a) the rights to OPTIVAX(R) ("Optivax") are
derived from an exclusive, worldwide license agreement with CytRx; (b) the
rights to PLG microspheres for oral vaccine delivery are derived as a result of
a the Vaxcel Merger; (c) the rights to mucoadhesives for oral vaccine delivery
are also derived as a result of the Vaxcel Merger; and (d) the rights to
entrapment techniques for vaccine delivery using certain water soluble polymers
are derived from a Research Agreement and and Options Agreement with Vanderbilt
University ("Vanderbilt"). These technologies are complementary to each other,
thereby providing Vaxcel with a broad portfolio of tehcnologies for the
development of vaccines to be delivered by the injectable, oral, and mucosal
routes of administration.

         Optivax is the tradename for a family of proprietary nonionic block
copolymers which augment or modify the immune response to vaccines when
administered primarily by injection. Optivax acts both as a delivery system by
targeting vaccines to cells of the immune system and as an adjuvant because of
its ability to augment the immune system's response to vaccines. Vaxcel and its
institutional / corporate collaborators have performed numerous preclinical
studies (including several studies in non-human primates) to characterize the
adjuvant activity of Optivax. Vaxcel also performed a Phase I clinical trial to
help demonstrate that Optivax was safe and effective in humans. In this trial,
the results of which were published in the December 1997 issue of Clinical
Cancer Research, Optivax in combination with a subpotent cancer immunogen
generated potentially beneficial humoral and cellular immune responses in
patients with advanced cancer without evidence of significant local or systemic
toxicity.

         Vaxcel's business strategy is to sublicense its technologies on a
vaccine-by-vaccine basis to companies engaged in vaccine development. Such
sublicense agreements may be either exclusive, co-exclusive, or non-exclusive
in the field depending upon the situation. The sublicensees will combine their
vaccine with Vaxcel's technology and then be responsible for product
development, regulatory approval, and commercialization of the final product at
their expense. In return, Vaxcel will receive licensing fees, milestone
payments, and royalty on sales. At present, Vaxcel has entered into an option
agreement for Optivax with Medeva PLC ("Medeva"), a license agreement for
Optivax with Corixa Corporation ("Corixa"), and a license agreement for PLG
microspheres with ALK A/S ("ALK").

Other Product Development Efforts

         CytRx is also developing Protox(TM) as a treatment for tuberculosis as
well as for use in combination with certain antibiotic and anti-viral compounds
to enhance their uptake and resulting effectiveness. Protox is currently in
preclinical development.


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         Vetlife is engaged in the development, licensing and marketing of
technologies to improve the value of food animal products to the cattle,
poultry, swine and dairy industries. Vetlife's products under development are
targeted at improving food animal production or reducing cost without
compromising safety or quality. Projects include a non-antibiotic growth
promoter for poultry and swine, adjuvants to enhance animal vaccines and
antibiotic potentiators to overcome antibiotic resistance or reduce the level
of drug required.

         Consolidated expenditures for research and development activities were
$4.6 million, $2.8 million, and $7.1 million during the years ended December
31, 1997, 1996, and 1995, respectively.

PRODUCTS AND SERVICES CURRENTLY MARKETED

Cattle Growth Products and Services

         VetLife is focused on marketing and distributing technologies to
enhance North American beef cattle productivity and end-product quality without
compromising human food safety or the environment. VetLife currently markets a
line of cattle implants and value-added services to corporate feedlot
operators, major beef cattle product distributors, veterinarians and consulting
nutritionists.

         In 1996, VetLife entered into worldwide manufacturing, marketing and
distribution alliances with two companies which are pioneers and established
participants in the cattle growth implant business, Ivy Laboratories, Inc.
("Ivy") and the Elanco Animal Health division of Eli Lilly Company ("Elanco").
The agreement with Ivy allows VetLife to market and distribute Ivy's line of
FDA approved cattle growth products and licenses in North America. Pursuant to
the agreement with Elanco, VetLife became Elanco's exclusive supplier of cattle
growth promotant products. These alliances position VetLife to offer the most
complete line of cattle implant products currently available to the United
States market.

         The effectiveness of VetLife's cattle implants are enhanced by cattle
implant programs and services tailored to meet specific customer objectives.
VetLife's V*Net(TM) Implant Management System is a powerful database that helps
producers, consultants and veterinarians implement specific, real-time implant
management decisions and recommendations. The V*Net System provides access to
information on hundreds of implant management trials that enable VetLife to
design a customized implant program for any cattle producer. VetLife also has a
novel Benchmark(TM) Program which enables producers to compare their own
implant programs with other Benchmark feedlots on a quarterly basis.

         VetLife's distribution strategy involves the use of its direct sales
force to target large feedlot operators and major distributors in the "cattle
corridor" since these targets represent a disproportionately large segment of
the cattle implant market. VetLife uses major distributors as an integral
component of its distribution strategy, not only for their ability to cover a
wide market, but also for their inventory, shipping and invoicing capabilities.


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         During 1997, three customers of VetLife each contributed significant
portions (greater than 10%) of the Company's consolidated net sales from
continuing operations. These three customers comprise approximately 49.8%,
34.9% and 10.1% of consolidated net sales from continuing operations. During
1996, two customers each contributed significant portions (greater than 10%) of
the Company's consolidated net sales (approximately 12% each). The loss of any
of these customers could have a significant negative impact on VetLife's
operations.

Titermax(R)

         CytRx manufactures, markets and distributes TiterMax, an adjuvant used
to produce cell mediated and humoral responses in research animals. The keys to
the potency of TiterMax lie in its immunostimulatory activity and the formation
of stable water-in-oil emulsions. TiterMax aids in the antigen's effective
presentation to the immune system without the toxic effects of other research
adjuvants.

Other

         CytRx also has a small group of human resource professionals who, in
addition to their services to the Company, provide recruiting services to third
parties under the name of Spectrum Recruitment Research.

MANUFACTURING

         The Company has maintained a portion of Proceutics' Norcross, Georgia
facility as a pilot manufacturing facility. The pilot facility is intended for
manufacture of investigational supplies of certain of the Company's products
under development and is generally not large enough to produce quantities of
product adequate for commercial purposes. The process used in the pilot
facility also may require modification to achieve commercial scale. The pilot
facility is contained within the building leased to Oread (see "New Business
Developments"). Oread has agreed to maintain Good Manufacturing Practices
("GMP") conditions in the facility for a minimum of two years from the date of
their lease and to allow the Company reasonable usage of the facility.

         Production of the bulk chemical supply and final dosage form of
materials for use in clinical trials will be performed by third party
manufacturers. The Company has contracted with a European chemical company for
production of the bulk purified drug substance (CRL-5861) used as the active
ingredient in FLOCOR, and anticipates that it will contract with an additional
third party manufacturer to provide commercial scale manufacturing of FLOCOR
for injection, as well as to manage their respective portion of the chemistry
manufacturing and controls (CMC) section of the planned NDA filing.

         If the Company modifies its manufacturing process or changes the
source or location of product supply, regulatory authorities will require the
Company to demonstrate that the material


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produced from the modified or new process or facility is equivalent to the
material used in the Company's clinical trials. Further, any manufacturing
facility and the quality control and manufacturing procedures used by the
Company for the commercial supply of a product must comply with applicable
OSHA, EPA, and FDA standards, including Good Manufacturing Practice
regulations.

         Cattle growth products marketed and distributed by Vetlife are
manufactured under contract by IVY and Elanco.

PATENTS AND PROPRIETARY TECHNOLOGY

         The Company actively seeks patent protection for its technologies,
processes, uses, and ongoing improvements and considers its patents and other
intellectual property to be critical to its business.

         The Company continually evaluates the patentability of new inventions
and improvements developed by its employees and collaborators. Whenever
appropriate, the Company will endeavor to file United States and international
patent applications to protect these new inventions and improvements. However,
there can be no assurance that any of the current pending patent applications
or any new patent applications that may be filed will result in issued United
States or foreign patents.

         The Company also attempts to protect its proprietary products,
processes and other information by relying on trade secrets and non-disclosure
agreements with its employees, consultants and certain other persons who have
access to such products, processes and information. Under the agreements, all
inventions conceived by employees are the exclusive property of the Company.
Nevertheless, there can be no assurance that these agreements will afford
significant protection against misappropriation or unauthorized disclosure of
the Company's trade secrets and confidential information.

COMPETITION

         Many companies, including large pharmaceutical, chemical and
biotechnology firms with financial resources, research and development staffs,
and facilities that are substantially greater than those of the Company, are
engaged in the research and development of pharmaceutical products that could
compete with the products under development by the Company. The industry is
characterized by rapid technological advances and competitors may develop their
products more rapidly and/or such products may be more effective than those
under development by the Company or its licensees and corporate partners. The
Company competes in this research and development environment by attempting to
develop its products and technologies in an innovative and timely fashion that
would provide the Company with an advantage in the licensing and/or marketing
of its products and technologies.

         VetLife's competitors include animal health companies and major
pharmaceutical companies that have divisions or subsidiaries in animal health
activities. These competitors have


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substantially greater resources, research, and larger, more established
marketing, sales, distribution and service organizations than VetLife. VetLife
differentiates itself from the competition by focusing its resources solely on
the cattle implant business and by offering customers the most comprehensive,
easy-to-use, customized line on cattle implants in the industry.

GOVERNMENT REGULATION

         The marketing of pharmaceutical products requires the approval of the
FDA and comparable regulatory authorities in foreign countries. The FDA has
established guidelines and safety standards which apply to the pre-clinical
evaluation, clinical testing, manufacture and marketing of pharmaceutical
products. The process of obtaining FDA approval for a new therapeutic product
(drug) generally takes several years and involves the expenditure of
substantial resources. The steps required before such a product can be produced
and marketed for human use in the United States include preclinical studies in
animal models, the filing of an Investigational New Drug ("IND") application,
human clinical trials and the submission and approval of a New Drug Application
("NDA"). The NDA involves considerable data collection, verification and
analysis, as well as the preparation of summaries of the manufacturing and
testing processes, preclinical studies, and clinical trials. The FDA must
approve the NDA before the drug may be marketed. There can be no assurance that
the Company will be able to obtain the required FDA approvals for any of its
products.

         The manufacturing facilities and processes for the Company's products,
whether manufactured directly by the Company or by a third party, will be
subject to rigorous regulation, including the need to comply with Federal Good
Manufacturing Practice regulations. The Company is also subject to regulation
under the Occupational Safety and Health Act, the Environmental Protection Act,
the Nuclear Energy and Radiation Control Act, the Toxic Substance Control Act
and the Resource Conservation and Recovery Act.

ENVIRONMENTAL PROTECTION

         During 1997 compliance with federal, state and local regulations
pertaining to environmental standards did not have a material effect upon the
capital expenditures or earnings of the Company.

EMPLOYEES

         As of December 31, 1997, the Company had 72 full-time and 2 part-time
employees.


ITEM 2.  PROPERTIES

         The Company owns two buildings, consisting of an aggregate of
approximately 30,700 square feet, at 150 and 154 Technology Parkway, Norcross,
Georgia. In February 1998, the Company leased its laboratory building at 150
Technology Parkway to Oread and entered into an


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agreement to sell both of its properties at 150 and 154 Technology Parkway to
Alexandria (See "Business - New Business Developments"). The Company currently
subleases laboratory and related space from Oread, and will execute a lease
with Alexandria for its administrative office needs upon the consummation of
the sale of the properties to Alexandria.

         The Company also leases approximately 3,500 square feet of office and
warehouse space in Winterset, Iowa and 600 square feet of office space in
Overland Park, Kansas in support of Vetlife's Cattle Business Unit activities.

         The above-mentioned facilities are in satisfactory condition and
suitable for the particular purposes for which they were acquired or
constructed and are adequate for present operations.

ITEM 3.  LEGAL PROCEEDINGS

None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The Company's Common Stock is traded on The Nasdaq Stock Market under
the symbol CYTR. The following table sets forth the high and low sale prices
for the Common Stock for the periods indicated as reported by Nasdaq. Such
prices represent prices between dealers without adjustment for retail mark-ups,
mark-downs, or commissions and may not necessarily represent actual
transactions. Such prices have been adjusted to reflect the one-for-four
reverse stock split effected February 6, 1996.

<TABLE>
<CAPTION>

                                                                   High                   Low
                                                                   ----                   ---
<S>                                                               <C>                     <C>
COMMON STOCK:
     1998
         January 1 to March 20                                    3 5/8                   2 9/16
     1997
         Fourth Quarter                                           5 5/8                   3 7/8
         Third Quarter                                            5                       3 5/32
         Second Quarter                                           4 1/4                   3 1/4
         First Quarter                                            5                       3 1/4
     1996
         Fourth Quarter                                           4 9/16                  3 5/16
         Third Quarter                                            4 13/16                 3 5/8
         Second Quarter                                           6 1/8                   3 7/8
         First Quarter                                            6                       3 3/8
</TABLE>


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<PAGE>   12


         On March 20, 1998, the closing price of the Common Stock as reported
on The Nasdaq Stock Market, was $3 5/16 and there were approximately 1,500
holders of record of the Company's Common Stock. The number of record holders
does not reflect the number of beneficial owners of the Company's Common Stock
for whom shares are held by Cede & Co., certain brokerage firms and other
institutions. The Company has not paid any dividends since its inception and
does not contemplate payment of dividends in the foreseeable future.

ITEM 6.  SELECTED FINANCIAL DATA

         Information with respect to this item is incorporated herein by
reference from the Company's 1997 Annual Report to Stockholders. The applicable
portion of the 1997 Annual Report to Stockholders is included in Exhibit 13.1
to this report.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

         Information with respect to this item is incorporated herein by
reference from the Company's 1997 Annual Report to Stockholders. The applicable
portion of the 1997 Annual Report to Stockholders is included in Exhibit 13.1
to this report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Information with respect to this item is incorporated herein by
reference from the Company's 1997 Annual Report to Stockholders. The applicable
portion of the 1997 Annual Report to Stockholders is included in Exhibit 13.1
to this report.

ITEM 9   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

None.


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<PAGE>   13


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Information with respect to this item is incorporated herein by
reference from the Proxy Statement, which is expected to be filed pursuant to
Regulation 14A within 120 days after the end of the Company's 1997 fiscal year.

ITEM 11. EXECUTIVE COMPENSATION

         Information with respect to this item is incorporated herein by
reference from the Proxy Statement, which is expected to be filed pursuant to
Regulation 14A within 120 days after the end of the Company's 1997 fiscal year.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         Information with respect to this item is incorporated herein by
reference from the Proxy Statement, which is expected to be filed pursuant to
Regulation 14A within 120 days after the end of the Company's 1997 fiscal year.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.


                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      Documents filed as part of this 10-K:

         1.       Financial Statements

                  The financial statements listed below are incorporated by
                  reference from the Company's 1997 Annual Report to
                  Stockholders:

                  Consolidated Balance Sheets as of December 31, 1997 and 1996

                  Consolidated Statements of Operations for the Years Ended
                  December 31, 1997, 1996 and 1995

                  Consolidated Statements of Stockholders' Equity for the Years
                  Ended December 31, 1995, 1996 and 1997

                  Consolidated Statements of Cash Flows for the Years Ended
                  December 31, 1997, 1996 and 1995


                                      12
<PAGE>   14


                  Consolidated Notes to Financial Statements

                  Report of Independent Auditors

         2.       Financial Statement Schedules:

                  Schedule II - Valuation and Qualifying Accounts for the years
                  ended December 31, 1997, 1996 and 1995                 Page 17

                  All other schedules are omitted because they are not
                  required, not applicable, or the information is provided in
                  the financial statements or notes thereto.

         3.       Exhibits required by Item 601 of Regulation S-K:

                  See Exhibit Index on page 14 of this Form 10-K.

(b)      Reports on Form 8-K:

         On November 6, 1997, the Registrant filed a Current Report on Form 8-K
         related to its issuance of $2 million of convertible debentures.


                                      13
<PAGE>   15


                               CytRx Corporation
                            Form 10-K Exhibit Index

<TABLE>
<CAPTION>

Exhibit
Number
-------

<S>                                                                                                          <C>
  2.1      Agreement and Plan of Merger and Contribution dated as of December
           6, 1996, among CytRx Corporation, Vaxcel, Inc.,
           Vaxcel Merger Subsidiary, Inc. and Zynaxis, Inc.                                                  (a)
  2.2      Preferred Stock and Warrant Agreement dated as of December 6, 1996,
           among CytRx Corporation, Zynaxis, Inc., Vaxcel, Inc. and each of
           the holders of Zynaxis, Inc. warrants signatory thereto                                           (a)
  2.3      Private Securities and Subscription Agreements dated October 22, 1997
           between CytRx Corporation and various investors                                                   (b)
  3.1      Certificate of Incorporation                                                                      (c)
  3.2      By-Laws                                                                                           (d)
  3.3      CytRx Corporation 6% Converible Debentures dated as of October 22, 1997
           in favor of various investors                                                                     (b)
  4.1      Shareholder Protection Rights Agreement dated April 16, 1997
           between CytRx Corporation and American Stock Transfer & Trust
           Company as Rights Agent                                                                           (e)
  4.2      CytRx Corporation Stock Purchase Warrants dated as of October 22, 1997
           in favor of various investors                                                                     (b)
 10.1      Agreement with Emory University, as amended                                                       (f)
 10.2      Agreement with BASF Corporation, as amended                                                       (f)
 10.3      1995 Employment Agreement between CytRx Corporation
           and Jack J. Luchese
 10.4*     Amendment No. 1 to 1995 Employment Agreement between
           CytRx Corporation and Jack J. Luchese                                                             (g)
 10.5*     Amendment No. 2 to 1995 Employment Agreement between
           CytRx Corporation and Jack J. Luchese                                                             (h)
 10.6*     Change of Control Employment Agreement between CytRx Corporation
           and Jack J. Luchese                                                                               (h)
 10.7*     1986 Stock Option Plan, as amended and restated                                                   (i)
 10.8*     1994 Stock Option Plan, as amended and restated                                                   (h)
 10.9*     1995 Stock Option Plan                                                                            (j)
10.10      Asset Purchase Agreement dated February 10, 1998 by and between
           Proceutics, Inc. and Oread Laboratories, Inc.
10.11      Lease Agreement dated February 16, 1998 by and between
           Proceutics, Inc. and Oread, Inc.
10.12      Sublease Agreement dated February 16, 1998 by and between CytRx
           Corporation and Oread, Inc.
10.13      Purchase and Sale Agreement dated February 23, 1998 by and between
           CytRx Corporation and Alexandria Real Estate Equities, Inc.
10.14      Purchase and Sale Agreement dated February 23, 1998 by and between
</TABLE>


                                      14
<PAGE>   16

<TABLE>

<S>                                                                                                          <C>
           Proceutics, Inc. and Alexandria Real Estate Equities, Inc.
13.1       Selected Portions of the CytRx Corporation 1997 Annual Report to Stockholders
21.1       Subsidiaries of Registrant
23.1       Consent of Ernst & Young LLP
27.1       Financial Data Schedule (for SEC use only).
27.2       Financial Data Schedule - 1996 Restatement (for SEC use only).
</TABLE>



*Indicates a management contract or compensatory plan or arrangement.

-------------------

(a)      Incorporated by reference to the Registrant's Current Report on Form
         8-K filed on May 21, 1997.

(b)      Incorporated by reference to the Registrant's Current Report on
         Form 8-K filed on November 6, 1997.

(c)      Incorporated by reference to the Registrant's Registration Statement
         on Form S-3 (File No. 333-39607) filed on November 5, 1997.

(d)      Incorporated by reference to the Registrant's Registration Statement
         on Form S-8 (File No. 333-37171) filed on July 21, 1997.

(e)      Incorporated by reference to the Registrant's Quarterly Report on Form
         10-Q for the quarter ended March 31, 1997.

(f)      Incorporated by reference to the Registrant's Registration Statement
         on Form S-l (File No. 33-8390) filed on November 5, 1986.

(g)      Incorporated by reference to the Registrant's Quarterly Report on Form
         10-Q filed on August 14, 1997.

(h)      Incorporated by reference to the Registrant's Quarterly Report on
         Form 10-Q filed on November 6, 1997.

(i)      Incorporated by reference to the Registrant's Annual Report on
         Form 10-K filed on March 27, 1996.

(j)      Incorporated by reference to the Registrant's Registration Statement
         on Form S-8 (File No. 33-93818) filed on June 22, 1995.


                                      15
<PAGE>   17



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.


                                         CYTRX CORPORATION

                                         By:/s/ Jack J. Luchese
                                            -----------------------------------
                                         Jack J. Luchese, President
Date: March 26, 1998                     and Chief Executive Officer
                                         (Principal Executive Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>


            Signature                                            Title                        Date
            ---------                                            -----                        ----
<S>                                                  <C>                                <C>
/s/ Jack L. Bowman                                   Director                           March 26, 1998
------------------------------------
Jack L. Bowman

/s/ Raymond C. Carnahan, Jr.                         Director                           March 26, 1998
------------------------------------
Raymond C. Carnahan, Jr.


/s/ Max Link                                         Director                           March 26, 1998
------------------------------------
Max Link

/s/ Jack J. Luchese                                  Chairman of the                    March 26, 1998
------------------------------------                 Board of Directors
Jack J. Luchese                                      President and Chief Executive Officer
                                                     (Principal Executive Officer)


/s/ Herbert H. McDade, Jr.                           Director                           March 26, 1998
------------------------------------
Herbert H. McDade, Jr.


/s/ Mark W. Reynolds                                 Chief Financial Officer            March 26, 1998
------------------------------------                 (Principal Financial Officer)
Mark W. Reynolds

</TABLE>


                                      16
<PAGE>   18
                               CYTRX CORPORATION

                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<TABLE>
<CAPTION>

                                                                Additions
                                                          ----------------------
                                           Balance at     Charged to   Charged to                 Balance at
                                           Beginning      Costs and      Other                       End
Description                                of Period       Expenses      Accounts   Deductions     of Period
---------------------------------------    -----------    ----------    ---------  ----------    -----------
<S>                                        <C>            <C>          <C>         <C>           <C>
Reserve Deducted in the Balance Sheet
from the Asset to Which it Applies:

  Allowance for Bad Debts
   Year ended December 31, 1997            $    48,430    $   44,850    $    --    $   71,093    $    22,187
   Year ended December 31, 1996                     --         2,516     45,914            --         48,430
   Year ended December 31, 1995                     --            --         --            --             --

  Allowance for Deferred Tax Assets
   Year ended December 31, 1997            $15,200,000    $2,484,000    $    --    $       --    $17,684,000
   Year ended December 31, 1996             13,600,000     1,600,000         --            --     15,200,000
   Year ended December 31, 1995              9,200,000     4,400,000         --            --     13,600,000

  Marketable Securities Valuation Reserve
   Year ended December 31, 1997            $        --    $       --    $    --    $       --    $        --
   Year ended December 31, 1996                     --            --         --            --             --
   Year ended December 31, 1995              2,475,277            --         --     2,475,277             --
</TABLE>

                                      17