Lixte Biotechnology Holdings, Inc. Announces $5.0 Million Private Placement Priced at the Market

Rhea-AI Summary

Lixte Biotechnology Holdings (NASDAQ: LIXT), a clinical stage pharmaceutical company, has announced a $5.0 million private placement of securities priced at market. The offering includes 2,382,084 shares of Common Stock (or Pre-funded Warrants), 3,573,130 shares of Series B Convertible Preferred Stock, and 6,355,214 Common Warrants.

The transaction structure includes $4.0 million payable at closing and $1.0 million upon effectiveness of the resale registration statement. The Common Warrants have an initial exercise price of $1.00 per share and a 60-month term. Spartan Capital Securities, LLC is serving as the exclusive placement agent.

The company plans to use the net proceeds for general corporate purposes and working capital. The closing is expected around July 2, 2025, subject to customary conditions.

Positive

• Secured $5.0 million in new funding through private placement
• Offering priced at market under Nasdaq rules
• Common Warrants have a 60-month exercise period, providing long-term flexibility
• Pre-Funded Warrants have minimal exercise price of $0.00001

Negative

• Potential dilution for existing shareholders through new share issuance
• Split payment structure with $1.0 million contingent on registration statement effectiveness
• Securities are restricted and cannot be freely traded until registered

Insights

Biotechnology Financial Analyst

Lixte Biotechnology secured $5M in private placement financing, structured with various securities at market price to support operations.

Lixte Biotechnology has secured $5 million in private placement financing through a complex securities arrangement. The transaction, priced at market under Nasdaq rules, includes 2,382,084 common shares (or pre-funded warrants), 3,573,130 shares of Series B Convertible Preferred Stock, and 6,355,214 common warrants.

The financing structure is notable - $4 million will be paid at closing (expected around July 2), with the remaining $1 million contingent upon effectiveness of a resale registration statement. The common warrants have an exercise price of $1.00 per share and a 5-year term, while the pre-funded warrants have a nominal exercise price of $0.00001.

This capital raise appears to be primarily for operational purposes, with proceeds designated for "general corporate purposes and working capital" rather than specific clinical programs. For a clinical-stage biotech company like Lixte, this financing helps extend their operational runway while developing their pharmaceutical pipeline.

The use of multiple security types (common shares, preferred stock, and warrants) suggests a carefully structured deal that provides immediate capital while potentially limiting immediate dilution. Spartan Capital Securities served as the exclusive placement agent, indicating a broker-facilitated transaction rather than a direct investment from a strategic partner.

PASADENA, CALIF, July 01, 2025 (GLOBE NEWSWIRE) -- Lixte Biotechnology Holdings, Inc. (NASDAQ: LIXT) (the “Company”), a clinical stage pharmaceutical company, today announced that, on June 30, 2025 intraday, it entered into a definitive agreement with accredited investors on the purchase and sale of approximately $5.0 million of shares of Common Stock (or Pre-Funded Warrants), Series B Convertible Preferred Stock and Common Warrants. The offering was priced at the market under Nasdaq rules.

The offering consists of the sale of an aggregate of 2,382,084 shares of Common Stock (or Pre-funded Warrants in lieu thereof), 3,573,130 shares of Series B Convertible Preferred Stock and 6,355,214 Common Warrants. The Pre-Funded Warrants will be immediately exercisable at an exercise price of $0.00001 and may be exercised at any time until exercised in full. The initial exercise price of each Common Warrant is $1.00 per share of Common Stock. The Common Warrants are exercisable immediately and expire 60 months after the resale registration statement registering the underlying shares is declared effective.

Aggregate gross proceeds to the Company are expected to be approximately $5.0 million, $4.0 million of which will be paid at closing and $1.0 million of which will be paid when the resale registration statement registering Common Stock and the underlying shares is declared effective. The transaction is expected to close on or about July 2, 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 private placement. TroyGould PC is acting as counsel to the Company. Kaufman & Canoles, P.C. is acting as counsel to Spartan Capital Securities, LLC.

The securities described above are being sold in a private placement transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the Shares issuable upon exercise of the pre-funded warrants and warrants.

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 colon, small cell lung and sarcoma cancers. 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

What is the size of Lixte Biotechnology's (LIXT) private placement announced on July 1, 2025?

Lixte Biotechnology announced a $5.0 million private placement, with $4.0 million payable at closing and $1.0 million upon effectiveness of the resale registration statement.

How many Common Warrants are included in LIXT's private placement?

The private placement includes 6,355,214 Common Warrants with an initial exercise price of $1.00 per share, exercisable for 60 months after the registration statement becomes effective.

What is the exercise price of LIXT's Pre-Funded Warrants in the July 2025 offering?

The Pre-Funded Warrants have an exercise price of $0.00001 and can be exercised at any time until exercised in full.

How will Lixte Biotechnology use the proceeds from the private placement?

Lixte Biotechnology plans to use the net proceeds, combined with existing cash, for general corporate purposes and working capital.

When is LIXT's private placement expected to close?

The private placement is expected to close on or about July 2, 2025, subject to satisfaction of customary closing conditions.