Lixte (NASDAQ: LIXT) restates Liora share exchange and Orbit’s 20% stake

Rhea-AI Filing Summary

Lixte Biotechnology Holdings entered into an Amended and Restated Share Exchange Agreement with its subsidiary Liora Technologies Europe and Orbit Capital, dated March 6, 2026 and effective as of November 21, 2025. This agreement consolidates prior arrangements into a single structure.

Under earlier agreements, Lixte had acquired 100% of Liora, issued 2,700 shares of Series C Preferred Stock to Orbit and entered a royalty agreement, which was later terminated. Orbit then exchanged those preferred shares for 700,000 shares of Lixte common stock and reacquired a 20% ownership interest in Liora. The new agreement is intended to reflect these combined transactions and the parties’ agreed ownership structure.

Insights

Equity structure & M&A analyst

Lixte is consolidating multiple Liora/Orbit deals into one clarified ownership agreement.

Lixte Biotechnology, Liora Technologies Europe and Orbit Capital signed an Amended and Restated Share Exchange Agreement dated March 6, 2026, effective as of November 21, 2025. It replaces and consolidates an original share exchange, a royalty arrangement and a later post-closing share exchange.

Earlier, Lixte acquired 100% of Liora, issued 2,700 Series C preferred shares to Orbit and agreed to a royalty, which was later terminated. Orbit then swapped those preferred shares for 700,000 Lixte common shares and regained a 20% stake in Liora, leaving the rest with Lixte.

The restated agreement mainly clarifies and formalizes this final ownership and capital structure rather than creating a new cash transaction. Future company filings may provide more detail on how the 700,000-share issuance and 20% Liora stake fit within Lixte’s broader capitalization and strategic plans.

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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): March 6, 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 March 6, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Liora Technologies Europe Ltd, a subsidiary of the Company (“Liora”) and Orbit Capital Inc., (“Orbit”), entered into an Amended and Restated Share Exchange Agreement with an effective date of November 21, 2025 (the A&R Agreement). The A&R Agreement amends and restates certain terms of the Share Exchange Agreement entered into among the Company, Liora and Orbit Capital on November 21, 2025 (the “Original SEA”).

In connection with the Original SEA, the Company had acquired 100% of Liora and in connection therewith had issued 2,700 shares of its Series C Preferred Stock and entered into a Royalty Agreement with Orbit (the “Royalty Agreement”). On December 16, 2025, the Company and Orbit entered into a Termination Letter (the “Termination Letter”), whereby the Company and Orbit Capital terminated the Royalty Agreement. Additionally, on December 30, 2025, the Company and Orbit entered into a Share Exchange Agreement (the “Post-Closing SEA”), whereby Orbit exchanged 2,700 shares of the Company’s Series C Preferred Stock for 700,000 shares of the Company’s common stock and reacquired a 20% ownership interest in Liora (the “Post Closing SEA Transactions”). The Company, Liora and Orbit intended that the transactions occurring under the Original SEA, the Termination Letter and the Post-Closing SEA (collectively, the “Transaction Documents”) all be given effect as if they all occurred on the date of the Original SEA. Accordingly, the Company and Orbit have entered into the A&R Agreement to clarify and consolidate the transactions contemplated by the Transaction Documents and by such interim arrangements into a single integrated agreement reflecting the parties’ intent and agreed upon ownership structure.

The A&R Agreement is being filed as an exhibit to this Current Report on Form 8-K and is 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 A&R Agreement, which is filed herewith as Exhibits 10.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith.

Exhibit Number		Description
10.1		Amended and Restated Share Exchange Agreement, dated March 6, 2026 among Orbit Capital Inc., Liora Technologies Europe LTD., and Lixte Biotechnology Holdings, Inc. effective as of November 21, 2025.
10.2		Share Exchange Agreement, dated November 21, 2025, among Lixte Biotechnology Holdings, Inc., Orbit Capital Inc., and Liora Technologies Europe LTD. (incorporated by reference to Exhibit 10.1 of the Registrant Current Report on Form 8-K filed on November 21, 2025).
10.3		Termination Letter dated December 16, 2025, between Lixte Biotechnology Holdings, Inc. and Orbitz Capital Inc. (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 22, 2025).
10.4		Share Exchange Agreement dated December 30, 2025, among Orbit Capital Inc. and Lixte Biotechnology Holdings, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 31, 2025).
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: March 10, 2026	LIXTE BIOTECHNOLOGY HOLDINGS, INC.
	(Registrant)
	By:	/s/ Geordan Pursglove
		Geordan Pursglove
		Chairman of the Board and Chief Executive Officer

FAQ

What did Lixte Biotechnology (LIXT) announce regarding Liora and Orbit Capital?

Lixte Biotechnology announced an Amended and Restated Share Exchange Agreement with its subsidiary Liora Technologies Europe and Orbit Capital. The agreement, dated March 6, 2026 and effective November 21, 2025, consolidates previous share exchange, royalty termination and post-closing transactions into a single integrated arrangement.

How did the new agreement affect Lixte’s Series C Preferred Stock and common shares?

Orbit exchanged all 2,700 Series C Preferred shares for 700,000 common shares of Lixte in a post-closing transaction. The restated agreement formally reflects this exchange, moving Orbit’s position from preferred equity into common stock while embedding the revised structure into one consolidated contract.

What ownership stake in Liora does Orbit Capital hold after these transactions?

Orbit Capital holds a 20% ownership interest in Liora Technologies Europe following the post-closing share exchange. Lixte initially acquired 100% of Liora, and Orbit later reacquired this 20% stake, which is now embedded and clarified within the Amended and Restated Share Exchange Agreement structure.

What happened to the royalty agreement between Lixte and Orbit Capital?

The royalty agreement between Lixte and Orbit was terminated through a Termination Letter dated December 16, 2025. That termination, together with the original share exchange and the later post-closing exchange, is now reflected and consolidated in the Amended and Restated Share Exchange Agreement among the parties.

Why did Lixte and Orbit enter into an Amended and Restated Share Exchange Agreement?

The parties sought to clarify and consolidate multiple related transactions. They intended the original share exchange, royalty termination and post-closing share exchange to be effective as of the original November 21, 2025 date, so they restated terms into one integrated agreement reflecting their final ownership and structural intent.

Does the Amended and Restated Agreement change when the prior Lixte-Orbit transactions take effect?

The agreement aligns all related Lixte-Orbit transactions to the original date. The parties intended the original share exchange, royalty termination and post-closing share exchange to be treated as if they all occurred on November 21, 2025, and the restated agreement captures that effective timing.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 269.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB