Inclusion Criteria:

- Have either documented refractory or relapsed AML, or documented MDS of any risk
group that has failed a hypomethylating agent (such as decitabine [Vidaza] and
azacitidine [AZA]). (Therapy failure with a hypomethylating agent is defined as
patients who have been sufficiently treated with hypomethylating agents without
response in the opinion of the treating physician, or whose disease has progressed or
relapsed while on a hypomethylating agent.) Has never been treated with CPI-613.

- Eastern Cooperative Oncology Group (ECOG) performance status of 0-2.

- Expected survival >2 months.

- 18 years of age and older of both genders.

- Women of child-bearing potential (i.e., women who are pre-menopausal or not
surgically sterile) must use accepted contraceptive methods (abstinence, intrauterine
device [IUD], oral contraceptive, or double barrier device) during the study, and
must have a negative serum or urine pregnancy test within 1 week prior to treatment
initiation.

- Fertile men must practice effective contraceptive methods during the study, unless
documentation of infertility exists.

- No radiotherapy, surgery or hormonal therapy for any kind of within 2 weeks prior to
participating in this study. Patients must have fully recovered from the acute
toxicities of any prior treatment with any anti-cancer drugs (including
hypomethylating agents in MDS patients), radiotherapy or other anti-cancer modalities
(i.e., returned to baseline status as noted before most recent treatment) for any
tumors. Patients with persisting, stable chronic toxicities from such prior treatment
≤Grade 1 are eligible, but must be documented as such.

- Recombinant erythropoietin or G-CSF is not allowed, since CPI-613 does not induce
myelosuppression.

- No evidence of active or serious infection of any kind within the past month. No
systemic fungal, bacterial, viral or other infection not controlled, defined as
exhibiting ongoing signs/symptoms related to the infection and without improvement,
despite appropriate antibiotics or other treatment.

- Signed informed consent form.

Exclusion Criteria:

- Serious medical illness, such as significant cardiac disease (e.g. symptomatic
congestive heart failure, unstable angina pectoris, myocardial infarction within the
past 6 months, uncontrolled cardiac arrhythmia, or New York Heart Association Class
III or IV), or severe debilitating pulmonary disease, that would potentially increase
patients' risk for toxicity.

- Active heart disease including myocardial infarction within the previous 6 months,
symptomatic coronary artery disease, abnormal ECG, or symptomatic congestive heart
failure.

- Any active uncontrolled bleeding, or any patients with a bleeding diathesis (e.g.,
active peptic ulcer disease).

- Dyspnea with minimal to moderate exertion. Patients with large pleural, pericardial,
or peritoneal effusions.

- Evidence of active infection, or serious infection within the past month.

- Patients with active central nervous system (CNS) or epidural solid or hematologic
tumors.

- Patients receiving any standard or investigational therapy for any tumor indication
within the past 2 weeks, or any investigational agent for any indication within the
past 4 weeks, prior to the study.

- Patients who have received immunotherapy of any type for any indications within the
past 4 weeks prior to the study.

- Ongoing oral corticosteroids are not permitted. However, topical and inhaled
corticosteroids are permitted, and prophylactic steroids are allowed for transfusion
reactions.

- Life expectancy less than 2 months.

- Pregnant women, or women of child-bearing potential not using reliable means of
contraception.

- Lactating females.

- Fertile men unwilling to practice contraceptive methods during the study period.

- Unwillingness or inability to follow protocol requirements.