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  4. [8-K] LIXTE BIOTECHNOLOGY HOLDINGS, INC. Reports Material Event

Lixte (NASDAQ: LIXT) closes $16.6M registered direct stock sale

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lixte Biotechnology Holdings, Inc. completed a registered direct offering of 2,366,503 shares of common stock and Pre-Funded Warrants to purchase 258,859 shares, generating gross proceeds of approximately $16.6 million before expenses. The securities were priced at $6.31 per share of common stock and $6.30 per Pre-Funded Warrant.

The Pre-Funded Warrants are immediately exercisable at $0.0001 per share and remain exercisable until fully exercised. The transaction, conducted under an effective shelf registration statement on Form S-3, closed on June 4, 2026, and the company plans to use the net proceeds for general corporate purposes and working capital.

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Insights

Lixte raises $16.6M via registered direct, adding cash but increasing share overhang.

Lixte Biotechnology Holdings, Inc. entered a Securities Purchase Agreement with accredited investors for a registered direct offering of 2,366,503 common shares and Pre-Funded Warrants for 258,859 shares, at $6.31 per share or $6.30 per warrant. Gross proceeds were about $16.6 million.

The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and remain outstanding until fully exercised, which can add to future share issuance. The deal was executed under an existing Form S-3 shelf and closed on June 4, 2026.

The company states it intends to use net proceeds, along with existing cash, for general corporate purposes and working capital. The overall effect balances added liquidity for operations against potential dilution from both newly issued shares and the exercisable Pre-Funded Warrants.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Gross proceeds $16.6 million Aggregate gross proceeds from registered direct offering
Common shares sold 2,366,503 shares Shares of common stock issued in the offering
Pre-Funded Warrants shares 258,859 shares Shares underlying Pre-Funded Warrants issued
Offering price per share $6.31 per share Public offering price for common stock
Offering price per Pre-Funded Warrant $6.30 per warrant Price per Pre-Funded Warrant
Exercise price of Pre-Funded Warrants $0.0001 per share Exercise price for each share under Pre-Funded Warrants
Shelf registration form Form S-3 (No. 333-278874) Registration statement used for the offering
Closing date June 4, 2026 Date the registered direct offering closed
registered direct offering financial
"entered into a Securities Purchase Agreement ... in a registered direct offering (the “Offering”)"
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 Warrants financial
"and Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase 258,859 shares of Common Stock"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
shelf registration statement regulatory
"The Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated June 4, 2026"
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.
forward-looking statements regulatory
"The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
general corporate purposes and working capital financial
"The Company intends to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital"
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Understanding 8-K Material Events →
false 0001335105 0001335105 2026-06-02 2026-06-02 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): June 2, 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 June 2, 2026, Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), 2,366,503 shares (the “Common Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), and Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase 258,859 shares of Common Stock, at an offering price of $6.31 per share (or $6.30 per Pre-Funded Warrant). The Pre-Funded Warrants are exercisable immediately, at an exercise price of $0.0001 per share, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

 

The Offering resulted in gross proceeds of approximately $16.6 million before deducting offering expenses. The Offering closed on June 4, 2026.

 

The Offering was made pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333-278874) (the “Registration Statement”), which was declared effective on May 2, 2024 by the U.S. Securities and Exchange Commission (the “Commission”), the base prospectus filed as part of the Registration Statement, and the prospectus supplement dated June 4, 2026. The Registration Statement, the base prospectus and the prospectus supplement are available on the SEC’s website at www.sec.gov. 

 

The foregoing summaries of the Pre-Funded Warrants and Purchase Agreement do not purport to be complete and are subject to and qualified in their entirety by such documents attached as Exhibit 4.1 and Exhibit 10.1, respectively, to this Current Report on Form 8-K, and which are incorporated herein in their entirety by reference.

 

The Company is filing the opinion of its counsel, Sichenzia Ross Ference Carmel LLP, relating to the legality of the issuance and sale of the Common Shares and Pre-Funded Warrants as Exhibit 4.1 hereto and incorporated by reference.

 

This Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

 Item 8.01. Other Events.

 

On June 4, 2026, the Company issued a pricing press release related to the Offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits

 

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

 

Exhibit

Number

   Description
4.1   Form of Pre-Funded Warrant
5.1   Opinion of Sichenzia Ross Ference Carmel LLP
10.1   Form of Securities Purchase Agreement
99.1   Press Release dated June 4, 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 4, 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 Holdings, Inc. Announces Closing of approximately $16.6 Million

Registered Direct Offering Priced at the Market Under Nasdaq Rules

 

BOCA RATON, FLA, June 4, 2026 -- Lixte Biotechnology Holdings, Inc. (NASDAQ: LIXT) (the “Company”), a biotech company focused on advancing cancer treatments, today announced that it intends to close a registered direct offering with accredited investors for the purchase and sale of approximately $16.6 million of shares of Common Stock and pre-funded warrants at a price of (i) an offering price of $6.31 per share of common stock, and (ii) an offering price of $0.0001 per Pre-funded Warrant . The entire transaction was priced at the market under Nasdaq rules.

 

The offering consisted of the sale of 2,625,362 shares of common stock and Pre-Funded Warrant entitling the holder to purchase one share of common stock (and the common stock issuable from time to time upon exercise of such pre-funded warrants). The public offering price per common stock was $6.31 (or $6.3099 for each Pre-Funded Warrant, which was equal to the public offering price per common share sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.

 

Aggregate gross proceeds to the Company from the offering were approximately $16.6 million. The transaction closed on June 4, 2026. The Company intends to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital.

 

Sichenzia Ross Ference Carmel LLP acted as counsel to the Company.

 

The registered direct offering was 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 offering have been filed with the SEC and are available on the SEC’s website located at www.sec.gov.

 

Interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents that the Company 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 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 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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What equity offering did Lixte Biotechnology (LIXT) complete?

Lixte Biotechnology completed a registered direct offering of common stock and Pre-Funded Warrants, raising approximately $16.6 million in gross proceeds. The deal involved institutional accredited investors under the company’s effective Form S-3 shelf registration statement declared effective on May 2, 2024.

How many LIXT shares and warrants were sold in the offering?

The company agreed to sell 2,366,503 shares of common stock and Pre-Funded Warrants to purchase 258,859 shares. The warrants are structured to convert into common stock, adding to potential future share issuance when exercised by holders.

What pricing terms did Lixte Biotechnology use for this offering?

Lixte priced the common stock at $6.31 per share and the Pre-Funded Warrants at $6.30 each, with a $0.0001 per-share exercise price. The structure keeps total per-share economics aligned between common stock buyers and warrant holders.

When did the Lixte Biotechnology offering close and under what registration?

The registered direct offering closed on June 4, 2026. It was conducted under Lixte’s effective shelf registration statement on Form S-3 (No. 333-278874), which the SEC declared effective on May 2, 2024, with an accompanying base prospectus and prospectus supplement.

How will Lixte Biotechnology use the net proceeds from this offering?

Lixte states it intends to use the net proceeds from the offering, together with its existing cash, for general corporate purposes and working capital. This typically covers ongoing operations, clinical development activities, and related corporate expenses.

What are the key features of Lixte’s Pre-Funded Warrants in this deal?

The Pre-Funded Warrants are immediately exercisable, carry a token exercise price of $0.0001 per share, and may be exercised at any time until fully exercised. They entitle holders to receive common stock, increasing potential future share count.

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