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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 8, 2025 (July 3, 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 1.01 Entry Into a Material Agreement.
On
July 3, 2025, Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which
the Company agreed to issue and sell, in a registered direct offering (the “Offering”) 210,675 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 763,351 shares of Common Stock at an offering price of $1.54 per share (or $1.53999 per
Pre-Funded Warrant).
The
Offering resulted in gross proceeds of approximately $1,500,000 before deducting placement agent’s fees and related offering expenses.
The Offering closed on July 8, 2025.
The
representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the
Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between
the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different
from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included
with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with
any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties
may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Pursuant
to a Placement Agent Agreement dated as of July 3, 2025 (the “Placement Agent Agreement”),
the Company engaged Spartan Capital Securities, LLC (the “Placement Agent”) to act as the Company’s exclusive
placement agent in connection with the Offering. The Company paid the Placement Agent a cash fee equal to 8.0% of the aggregate gross
proceeds raised in the Offering, and agreed to reimburse the Placement Agent $40,000 for its legal fees.
The
foregoing summaries of the Purchase Agreement and Placement Agent Agreement do not purport to be complete and are subject to, and qualified
in their entirety by such documents attached as Exhibits 10.1 and 10.2, 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, TroyGould PC, relating to the legality of the issuance and sale of the Common Shares and
Pre-Funded Warrants as Exhibit 5.1 hereto and incorporated by reference.
This
Report 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.
The
information in Item 1.01 above is hereby incorporated by reference into this Item 8.01. In connection with the Offering, on July 8, 2025,
the Company issued a press release announcing the closing of 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)
There is filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which exhibits are incorporated herein
by reference
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 8, 2025 |
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
|
| |
(Registrant) |
| |
|
| |
By: |
/s/
Geordan Pursglove |
| |
|
Geordan
Pursglove |
| |
|
Chief
Executive Officer |
INDEX
TO EXHIBITS
| Exhibit
No. |
|
Description |
| |
|
|
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of TroyGould PC |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Placement Agent Agreement |
| 99.1 |
|
Press Release dated July 8, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL Document) |
