false
0001335105
0001335105
2026-05-29
2026-05-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 29, 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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 29, 2026, the Board of Directors (the “Board”) of Lixte Biotechnology Holdings, Inc., (the “Company”), appointed
Stuart D. Porter to serve as a member of the Board, effective May 29, 2026 with a term expiring at the Company’s 2026 Annual
Meeting of Stockholders.
Mr.
Porter, age 60, has over 29 years of senior investment experience, including as a Founder and Managing Partner of Denham Capital, where
he currently serves as the Chief Executive Officer and Chief Investment Officer. Mr. Porter also serves on Denham Capital’s Investment
Committee and Valuation Committee. Prior to founding Denham Capital in 2004, Mr. Porter was a founding partner of Sowood Capital Management
LP and, prior thereto, was employed as a Vice President and Portfolio Manager at Harvard Management Company, Inc., where he focused on
public and private transactions in the energy and commodities sectors. Mr. Porter previously worked for Bacon Investments and at J. Aron,
a division of Goldman Sachs. While at J. Aron, he worked on the Goldman Sachs Commodity Index desk. Prior to joining J. Aron, Mr. Porter
was a self-employed trader at the Chicago Board of Trade and was employed by Cargill Incorporated in Minnetonka, Minnesota in the Financial
Markets Division. Mr. Porter received a Bachelor of Arts from the University of Michigan and a Master of Business Administration degree
from the University of Chicago Booth School of Business.
There
is no arrangement or understanding between Mr. Porter and the Company or any other person pursuant to which he was selected as a director.
There are no transactions involving Mr. Porter that would be required to be reported under Item 404(a) of Regulation S-K.
Item
7.01 Regulation FD Disclosure
A
copy of the press release announcing the Company’s strategic transformation and the appointment of Mr. Porter is furnished as Exhibit
99.1 to the Current Report on Form 8-K.
The
information in this Item 7.01 disclosure, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed subject to the requirements of Item 10 of Regulation S-K, nor shall it be
deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or
after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall
not be deemed an admission as to the materiality of any such information.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 99.1 |
|
Press
Release dated June 1, 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:
June 1, 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 Announces Strategic Transformation into AI Energy Infrastructure Equipment & Services; Stuart D. Porter, Founder of
Denham Capital, to Join Board of Directors
Bringing
More Than Three Decades of Energy Investment Experience, Mr. Porter Has Helped Build a Global Power Infrastructure Portfolio, Strengthening
LIXTE’s Strategic Expansion into AI Energy Infrastructure
BOCA
RATON, Fla., June 1, 2026 — LIXTE Biotechnology Holdings, Inc. (“LIXTE” or the “Company”) (Nasdaq:
LIXT), today announced its strategic transformation into an AI energy infrastructure equipment & services platform focused on meeting
the rapidly growing power demands of AI and hyperscale data centers. In connection with this transformation, Stuart D. Porter, Founder,
Managing Partner, Chief Executive Officer and Chief Investment Officer of Denham Capital Management LP, will join the Company’s
Board of Directors, effective today. The Company also announced it will seek a strategic acquisition partner for its clinical stage
pharmaceutical and med-tech operations that are focused on advancing cancer treatments.
Strategic
Transformation into AI Energy Infrastructure Equipment & Services
LIXTE’s
transformation comes amid a widening gap between North American electricity demand and available generation capacity, driven largely
by the rapid expansion of AI and hyperscale data centers. In its January 2026 Long-Term Reliability Assessment, the North American Electric
Reliability Corporation (NERC) projected summer peak demand will increase by 224 gigawatts over the next decade while warning that several
major grid regions face elevated risk of supply shortfalls. In April 2026, NERC issued a rare Level 3 Alert directing grid operators
to address reliability risks tied to large-scale computational loads.
“The
power problem is the AI problem,” said Geordan Pursglove, Chief Executive Officer of LIXTE. “Compute capacity is being built
faster than the grid can support it. Hyperscale operators, sovereign AI programs and next-generation inference applications all face
the same constraint: reliable power. We believe LIXTE is positioned to become a focused public-market platform addressing that challenge
by helping debottleneck the power infrastructure.”
LIXTE’s
strategy will focus on:
● Power equipment and service
solutions for hyperscale AI and data-center campuses, including long-duration generation, co-located power assets and grid-edge
infrastructure.
●
Equipment for distributed and behind-the-meter power systems supporting enterprise AI, sovereign compute and edge inference deployments.
●
Strategic acquisitions and partnerships targeting advanced generation technologies.
LIXTE
expects to maintain its Nasdaq listing under the ticker symbol “LIXT” during the transformation process. Additional details
regarding the Company’s strategic initiatives, transaction pipeline and management additions are expected to be announced in future
public disclosure filings and updates.
“This
is a deliberate repositioning of LIXTE toward one of the largest infrastructure opportunities emerging in North American energy,”
Pursglove added. “We intend to build a focused, execution-driven company designed for the accelerating AI economy.”
Appointment
of Stuart D. Porter to Board of Directors
Mr.
Porter founded Denham Capital in 2004 and has overseen more than $12 billion of invested and committed capital across the energy and
energy-transition sectors. Denham Capital’s infrastructure group is advancing a U.S. & European pipeline of roughly 10 GW of
AI data-center-oriented power generation asset opportunities to support the data center buildout, drawing on its deep execution experience
in developing, building and financing large scale gas, renewable and storage projects globally.
“This
is a generational dislocation between compute demand and reliable, dispatchable power,” said Stuart D. Porter. “The anticipated
AI build-out will require disciplined capital allocation, operational execution and long-duration infrastructure investment. I believe
LIXTE has the opportunity to become a differentiated public-market vehicle focused on meeting that demand with power equipment and service
solutions, and I look forward to working with the Board and management team as the Company executes this strategy.”
“Stu’s
addition to our Board underscores the seriousness of LIXTE’s planned transformation,” Pursglove added. “Few investors
globally have deployed multi-gigawatt energy portfolios at institutional scale while also developing infrastructure specifically tied
to the AI power thesis. His front line experience with power infrastructure assets will be invaluable as we position LIXTE for long-term
growth delivering power equipment and services to the Ai market.”
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, are all forward-looking statements. These statements
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 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
