[8-K] Lixte Biotechnology Holdings, Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

Item 5.02 8-K: On 18 Jul 2025 Lixte Biotechnology appointed Jason Sawyer and Dr. Michael Holloway as independent directors under designation rights granted to investors that bought 3,573,190 Series B Preferred Shares on 3 Jul 2025. Sawyer also becomes Chair of the Compensation Committee and joins the Audit Committee.

To accommodate the appointments, Dr. Stephen Forman and Dr. Yun Yen resigned from the Board and moved to the company’s Scientific Advisory Committee. The company states these departures were not due to disagreements.

Separately, Chief Medical Officer Dr. Jan Schellens tendered his resignation and his consulting agreement will end 31 Jul 2025 so he can pursue other opportunities; no disputes were cited.

No financial results, guidance, or operational metrics were provided—this filing is strictly a corporate-governance update linked to the recent preferred-equity financing.

Insights

Corporate Governance Expert

TL;DR: Board expands to include preferred-shareholder nominees; independent oversight rises, but key executive exits.

The Series B investors have swiftly exercised their right to place two nominees on the Board, increasing shareholder representation and potentially improving governance. Sawyer’s instant elevation to Compensation Committee chair implies influence over pay policy. Reassignment of Forman and Yen to the Scientific Advisory Committee preserves institutional knowledge, mitigating disruption. However, simultaneous turnover of three directors plus the CMO creates near-term execution risk. Overall impact appears balanced.

Biotech Sector Analyst

TL;DR: Governance shuffle after financing; CMO departure raises pipeline execution questions.

Adding investor-backed directors may speed strategic decisions and signal confidence from new capital. Yet losing the CMO during clinical development could delay trials, require recruiting costs, and unsettle partner discussions. Because no programs were referenced, the operational effect is uncertain but potentially negative if replacement lags. Net impact: neutral-to-slightly negative until a suitable scientific leader is hired.

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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): July 21, 2025 (July 18, 2025)

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)

680 East Colorado Boulevard, Suite 180

Pasadena, California 91101

(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
Warrants to Purchase Common Stock, par value $0.0001 per share		LIXTW		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 Arrangement of Certain Officers.

As described in the Current Report on Form 8-K of Lixte Biotechnology Holdings, Inc. (the “Company”) filed on July 3, 2025, the Company entered into a Securities Purchase Agreement with certain purchasers named therein pursuant to which, among other things, the Company issued to the purchasers 3,573,190 shares of the Company’s Series B Preferred Stock (the “Preferred Shares”). The Certificate of Designation for the Preferred Shares grants to the holders the right to designate two members to the Company’s Board of Directors (the “Board”), and the holders have designated Jason Sawyer and Dr. Michael Holloway as members of the Board. At a meeting of the Board on July 18, 2025, Mr. Sawyer and Dr. Holloway were appointed as independent members of the Board. In connection with such appointment, Dr. Stephen Forman and Dr. Yun Yen resigned from the Board and were appointed to serve as members of the Company’s Scientific Advisory Committee. The resignations of Dr. Forman and Dr. Yen were not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Sawyer will replace Dr. Yen as Chairman of the Compensation Committee and as a member of the Audit Committee. Except as disclosed above, there is no arrangement or understanding between Mr. Sawyer and Dr. Holloway and any other person pursuant to which such individuals were selected as directors, and there are no transactions which would require disclosure under Item 404(a) of Regulation S-K. The compensation of Mr. Sawyer and Dr. Holloway will be determined by the Compensation Committee of the Board as part of a review of the Company’s compensation program for its independent directors.

The Company has agreed to accept the resignation of Dr. Jan Schellens, the Company’s Chief Medical Officer, and to terminate his related consulting agreement dated as of May 31, 2024, effective as of July 31, 2025, to allow Dr. Schellens to pursue other employment opportunities. The resignation of Dr. Schellens was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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: July 21, 2025	LIXTE BIOTECHNOLOGY HOLDINGS, INC.
	(Registrant)
	By:	/s/ Geordan Pursglove
		Geordan Pursglove
		Chief Executive Officer

FAQ

Why did LIXT file an 8-K on 21 Jul 2025?

The company reported board changes, including the appointment of two new independent directors and resignation of its Chief Medical Officer.

Who are the new directors of Lixte Biotechnology (LIXT)?

Jason Sawyer and Dr. Michael Holloway were appointed on 18 Jul 2025 under rights held by Series B Preferred shareholders.

Did any directors resign from LIXT?

Yes. Dr. Stephen Forman and Dr. Yun Yen resigned from the Board but joined the Scientific Advisory Committee.

What committees will Jason Sawyer join?

Sawyer becomes Chairman of the Compensation Committee and a member of the Audit Committee.

When does CMO Dr. Jan Schellens leave LIXT?

His resignation and consulting agreement termination are effective 31 Jul 2025.

Were the resignations due to disagreements with the company?

The filing states that none of the resignations resulted from disagreements over operations, policies, or practices.