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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 12, 2026
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| delaware |
|
001-39717 |
|
20-2903526 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
433
Plaza Real, Suite 275
Boca
Raton, Florida 33432
(Address
of principal executive offices)
(631)
830-7092
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
LIXT |
|
The
NASDAQ Stock Market, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
February 12, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Liora Technologies Europe Ltd, a subsidiary of Company
(“Liora”) and Sidney Bruan (the “Consultant”), entered into an Allocation Deed Agreement (the “Deed”).
In conjunction with the Deed, on February 13, 2026, the Company, Liora and the Consultant entered into a Consultancy Agreement (the “Consultancy
Agreement”).
Pursuant
to the Consultancy Agreement, the Consultant will be appointed to the board of directors of Liora and as Liora’s Chief Executive
Officer. The Consultant will be paid a signing bonus of GBP 50,000 exclusive of VAT and a monthly retainer of GBP 25,000 exclusive of
VAT. The Consultancy Agreement shall continue on a month-to-month basis unless terminated pursuant to the terms of the Consultancy Agreement.
The Consultant’s responsibilities will include but are not limited to setting the strategic vision of Liora, managing the executive
team of Liora, and reporting to the Company’s board of directors on a monthly basis to provide updates on Liora’s operations.
Pursuant
to the terms of the Deed, if there is a Sale (as defined in the Deed) of the shares or business of Liora or any Liora Successor (as defined
in the Deed), the Consultant shall be paid an amount equal to twenty percent (20%) of the net purchase price paid for Liora or any Liora
Successor. Immediately following the closing of a Sale, the Company shall provide the Consultant with a Valuation Notice (as defined
in the Deed) detailing the calculation of the payment owed to the Consultant. In the event the Consultant disagrees with the Valuation
Notice, the Consultant may request a valuation by a mutually agreed upon independent valuation expert whose determination shall be final.
The
Allocation Deed and Consultancy Agreement are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein
by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text
of the Allocation Deed and Consultancy Agreement, which are filed herewith as Exhibits 10.1 and 10.2 respectively.
Item
7.01 Regulation FD Disclosure
On
February 18, 2026, the Company issued a press release announcing the appointment of Sidney Braun as CEO of Liora.
A
copy of the press release is furnished herewith as Exhibit 99.1.
The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 10.1 |
|
Allocation
Deed dated February 12, 2026, between Sidney Braun, Liora Technologies Europe Ltd, and Lixte Biotechnology Holdings. Inc. |
| 10.2 |
|
Consultancy
Agreement dated February 13, 2026, between Liora Technologies Europe Ltd, and Sidney Braun. |
| 99.1 |
|
Press
Release dated February 18, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL Document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
February 18, 2026 |
LIXTE
BIOTECHNOLOGY HOLDINGS, INC. |
| |
(Registrant) |
| |
|
|
| |
By:
|
/s/
Geordan Pursglove |
| |
|
Geordan
Pursglove |
| |
|
Chairman
of the Board and Chief Executive Officer |
Exhibit
99.1
LIXTE
Biotechnology Appoints Sidney Braun
as CEO of its Liora Technologies Europe Ltd. Subsidiary
BOCA
RATON, Fla., February 18, 2026 — LIXTE Biotechnology Holdings, Inc. (“LIXTE” or the “Company”) (Nasdaq:
LIXT), a clinical stage pharmaceutical and med-tech company focused on advancing cancer treatments, today announced it has appointed
Sidney Braun as Chief Executive Officer of the Company’s Liora Technologies Europe Ltd. subsidiary (“Liora”).
A
veteran of the healthcare industry, Braun brings to Liora more than two decades of operational and strategic advisory experience at companies
in North America, Europe and Israel. He was instrumental in the creation of Liora and facilitated LIXTE’s acquisition of Liora’s
assets in November 2025 from Orbit Capital, Inc.
Over
his career, Braun played a key role in building an infusion network for the biologic drug Remicade, which was approved to treat several
immune-mediated inflammatory diseases. He also created a physician network in Canada that was sold to Toronto-based AIM Health Group.
Braun is multi-lingual and holds degrees in economics and business administration from Fordham University.
“The
appointment of Sidney Braun as CEO of Liora is in keeping with our plan to bring Liora’s LiGHT System technology to the forefront
of modern cancer treatment and eventually enable LIXTE to pursue a recurring revenue model,” said Geordan Pursglove, CEO of LIXTE.
“We welcome Sidney to the LIXTE family and are confident of the contributions he will make to our organization and to advancing
and scaling an important technology in cancer treatment.”
“Leadership
in breakthrough medical technology is about building viable life-changing systems,” added Braun. “I step into my new role
at Liora fully committed to fostering further development in the radiotherapy segment of cancer care to achieve positive patient outcomes
and long-term value for LIXTE’s shareholders.”
Liora
is pioneering electronically controlled proton therapy systems for treating tumors in various types of cancers. The Company’s proprietary
flagship technology, LiGHT System, is believed to provide significant advantages over currently available technologies for treating tumors
with proton therapy.
About
LIXTE Biotechnology Holdings, Inc.
LIXTE
Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical and med-tech company focused on new targets for cancer drug development
and developing and commercializing cancer therapies. LIXTE has demonstrated that LB-100, its lead compound and first-in-class lead clinical
PP2A inhibitor, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on published preclinical data,
LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with cancer. It
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 novel approach is covered by a comprehensive patent portfolio, with proof-of-concept clinical trials
currently in progress for Ovarian Clear Cell Carcinoma, Metastatic Colon Cancer and Advanced Soft Tissue Sarcoma. Additional information
can be found at www.lixte.com.
Through
LIXTE’s wholly owned subsidiary, Liora Technologies Europe Ltd., the Company also is pioneering the development of electronically
controlled proton therapy systems for treating tumors in various types of cancers. Liora’s proprietary flagship technology, LiGHT
System, is believed to provide significant advantages over currently available technologies for treating tumors with proton therapy.
Additional information about Liora Technologies can be found at www.lioratechnologies.com.
Forward-Looking
Statement Disclaimer
This
announcement contains certain 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. For example, statements regarding the Company’s financial position, business strategy
and other plans and objectives for future operations, and assumptions and predictions about future activities, including the continuing
development of proprietary compounds, the planning, funding, coordination and potential results of clinical trials, the patent and legal
costs to protect and maintain the Company’s intellectual property worldwide, and the Company’s ability to maintain compliance
with Nasdaq’s continued listing requirements, are all forward-looking statements. These statements, also including but not limited
to, pursuing a recurring revenue model through the Company’s acquired LiGHT system, are generally accompanied by words such as
“intend,” anticipate,” “believe,” “estimate,” “potential(ly),” “continue,”
“forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,”
“should,” “expect” or the negative of such terms or other comparable terminology.
The
Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information
available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have
been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements
are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected
or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, regulatory policies, available cash resources, research results, competition from other similar businesses, and market and general
economic factors.
Readers
are urged to read the risk factors set forth in the Company’s filings with the United States Securities and Exchange Commission
at https://www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, except as required by law.
For
more information about LIXTE, contact:
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
