Lixte Biotechnology Holdings, Inc. Announces $4.3 Million Registered Direct Offering Priced at the Market Under Nasdaq Rules

Rhea-AI Summary

Lixte Biotechnology (NASDAQ: LIXT) entered definitive agreements for a registered direct offering to raise approximately $4.3 million by selling 1,051,342 Common Units (or Pre-Funded Units) at a public offering price of $4.09 per Common Unit (or $4.08999 per Pre-Funded Unit). Each unit includes one share or one pre-funded warrant plus one common warrant exercisable at $3.96 and expiring 60 months after issuance. Pre-Funded Warrants are immediately exercisable. The offering is priced at the market under Nasdaq rules and is expected to close on or about December 19, 2025. Proceeds are intended for general corporate purposes and working capital.

Spartan Capital Securities is exclusive placement agent; offering made from an effective Form S-3 shelf (declared effective May 2, 2024).

Positive

• Aggregate gross proceeds of approximately $4.3 million
• Proceeds designated for general corporate purposes and working capital
• Warrants and Pre-Funded Warrants are immediately exercisable

Negative

• Issuance of 1,051,342 units will increase outstanding share count and cause dilution
• Common Warrants exercisable at $3.96 for 60 months may produce future dilution upon exercise

Key Figures

Offering size $4.3 million Registered direct offering gross proceeds

Common Units 1,051,342 units Units (or Pre-Funded Units) sold in offering

Unit price $4.09 Public offering price per Common Unit

Pre-Funded Unit price $4.08999 Price per Pre-Funded Unit

Pre-Funded Warrant exercise $0.00001 Exercise price per Pre-Funded Warrant

Common Warrant exercise $3.96 Exercise price per Common Warrant share

Warrant term 60 months Common Warrants expire 60 months after issuance

Expected closing date December 19, 2025 Target close for the offering

Market Reality Check

$3.84 Last Close

Volume Volume 142,409 is 1.45x the 20-day average of 98,128, indicating elevated trading interest ahead of the offering. normal

Technical Price at $3.96 is trading above the 200-day MA of $3.04, showing a pre-offering uptrend despite the pullback.

Peers on Argus 1 Down

LIXT fell 3.41% while peers showed mixed moves; only AKTX appeared in momentum scanners, moving down without same-day news linkage.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Strategy expansion	Positive	+7.2%	Outlined broader oncology platform via Liora acquisition and LB-100 strategy.
Dec 03	Pipeline strategy	Positive	+3.5%	Detailed LB-100 collaborations, Liora deal, and digital asset treasury moves.
Dec 03	Clinical progress	Positive	+3.5%	Reported LB-100 amplifier data, big-pharma partnerships, and Nasdaq compliance.
Nov 25	Acquisition closed	Positive	-8.5%	Closed Liora acquisition, adding LiGHT proton therapy platform assets.
Oct 29	Investor conference	Neutral	+1.6%	Announced CEO presentation and one-on-one meetings at investor conference.

Pattern Detected

Recent strategic and clinical updates mostly saw positive price alignment, with one notable divergence on the Liora acquisition.

Recent Company History

Over the last few months, LIXT advanced from single-asset biotech toward a multi-modal oncology platform, highlighted by acquiring Liora’s LiGHT proton therapy system on Nov 25, 2025 and multiple LB-100 partnership updates on Dec 3, 2025. These events often aligned with positive price reactions. Today’s offering follows this strategic expansion phase, adding new capital after earlier financings and corporate developments that shaped the company’s oncology and infrastructure footprint.

Market Pulse Summary

This announcement underscores LIXT’s continued use of registered direct offerings, raising $4.3M through Common Units and warrants priced at-the-market under Nasdaq rules. The structure adds immediately exercisable Common and Pre-Funded Warrants, extending potential dilution over 60 months. In the past year, similar offerings of $1.05M and $1.5M helped support operations. Investors may watch future cash burn, trial milestones, and how efficiently new capital is deployed.

Key Terms

registered direct offering financial

"entered into definitive agreements in a registered direct offering with accredited investors"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

pre-funded warrant financial

"one (1) share of Common Stock or one (1) Pre-Funded Warrant and (ii) one (1) Common Warrant"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

common warrant financial

"one (1) Pre-Funded Warrant and (ii) one (1) Common Warrant to purchase one (1) share"

A common warrant is a tradable security that gives its holder the right to buy a company’s common shares at a preset price for a limited time. It matters to investors because exercising warrants can dilute existing ownership and create leverage: holders can benefit if the stock rises above the preset price, while holders of original shares face potential reduction in their percentage stake, similar to more tickets being added to a raffle.

exercise price financial

"Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $3.96"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

prospectus supplement regulatory

"A final prospectus supplement and accompanying prospectus describing the terms"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

placement agent financial

"Spartan Capital Securities, LLC is acting as exclusive placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

accredited investors financial

"registered direct offering with accredited investors for the purchase and sale"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Nasdaq rules regulatory

"priced at the market under Nasdaq rules"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

AI-generated analysis. Not financial advice.

BOCA RATON, FLA, Dec. 18, 2025 (GLOBE NEWSWIRE) -- Lixte Biotechnology Holdings, Inc. (NASDAQ: LIXT) (the “Company”), a biotech company focused on advancing cancer treatments, today announced that it has entered into definitive agreements in a registered direct offering with accredited investors for the purchase and sale of approximately $4.3 million of shares of Common Stock and pre-funded and investor warrants at a price of $4.09 per Common Unit. The entire transaction has been priced at the market under Nasdaq rules.

The offering consisted of the sale of 1,051,342 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant and (ii) one (1) Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $3.96. The public offering price per Common Unit is $4.09 (or $4.08999 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Common Warrant is $3.96 per share of Common Stock. The Common Warrants are exercisable immediately and expire 60 months after the initial issuance date.

Aggregate gross proceeds to the Company are expected to be approximately $4.3 million. The transaction is expected to close on or about December 19, 2025, subject to the satisfaction of customary closing conditions. The Company expects to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

Spartan Capital Securities, LLC is acting as exclusive placement agent for the offering. Sichenzia Ross Ference Carmel LLP is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Spartan Capital Securities LLC.

The registered direct offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333-278874) previously filed with the U.S. Securities and Exchange Commission (SEC) and declared effective by the SEC on May 2, 2024. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Spartan Capital Securities LLC., Attention: Prospectus Department, 45 Broadway, 19th Floor, New York, NY 10006, by e-mail at investmentbanking@spartancapital.com.

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus, which provide more information about the Company and such offering.

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

About Lixte Biotechnology Holdings, Inc.

LIXTE Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical company focused on new targets for cancer drug development and developing and commercializing cancer therapies. LIXTE has demonstrated that its first-in-class lead clinical PP2A inhibitor, LB-100, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on extensive published preclinical data (see www.lixte.com), LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with cancer.

LIXTE’s lead compound, LB-100, is part of a pioneering effort in an entirely new field of cancer biology – activation lethality – that is advancing a new treatment paradigm. LIXTE’s new approach is covered by a comprehensive patent portfolio. Proof-of-concept clinical trials are currently in progress for Ovarian Clear Cell Carcinoma and Metastatic Colon Cancer. Additional information about LIXTE can be found at www.lixte.com.

Forward-Looking Statements

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

info@lixte.com
General Phone: (631) 830-7092; Investor Phone: (888) 289-5533
or
PondelWilkinson Inc. Investor Relations pwinvestor@pondel.com
Roger Pondel: (310) 279-5965; Laurie Berman: (310) 279-5962

FAQ

How much is LIXT raising in the December 2025 registered direct offering?

LIXT expects to raise approximately $4.3 million from the registered direct offering.

What securities are being sold in LIXT's offering and at what price?

The offering sells 1,051,342 Common Units (or Pre-Funded Units) at $4.09 per Common Unit (Pre-Funded Unit at $4.08999) that include common warrants exercisable at $3.96.

When is the LIXT offering expected to close and under what registration?

The transaction is expected to close on or about December 19, 2025, using an effective Form S-3 shelf registration declared effective on May 2, 2024.

How will LIXT use the net proceeds from the offering (LIXT)?

LIXT expects to use net proceeds together with existing cash for general corporate purposes and working capital.

Do the warrants issued in LIXT's offering have exercise terms and expiry?

Yes—each common warrant has an initial exercise price of $3.96, is immediately exercisable, and expires 60 months after issuance.

Who is the placement agent for LIXT's registered direct offering?

Spartan Capital Securities, LLC is the exclusive placement agent for the offering.