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

Rhea-AI Filing Summary

Lixte Biotechnology Holdings, Inc. (NASDAQ: LIXT) filed an 8-K reporting that it entered into a Securities Purchase Agreement on 3 July 2025 for a registered direct offering that closed on 8 July 2025.

Transaction terms: the company sold 210,675 common shares and pre-funded warrants covering 763,351 shares at an offering price of $1.54 per share (or $1.53999 per warrant), generating gross proceeds of approximately $1.5 million before deductions.

Placement agent: Spartan Capital Securities, LLC acted as exclusive placement agent, earning a cash fee equal to 8 % of gross proceeds and reimbursement of $40,000 in legal fees under a separate Placement Agent Agreement.

Exhibits: the filing includes the Form of Pre-Funded Warrant (4.1), legal opinion from TroyGould PC (5.1), Securities Purchase Agreement (10.1), Placement Agent Agreement (10.2) and the related press release (99.1).

The report emphasizes that the agreements’ representations and warranties are made solely between the contracting parties and may employ materiality standards different from those of public investors.

Positive

• Successful closing of the registered direct offering on schedule, demonstrating market access.
• Raised approximately $1.5 million in gross proceeds to support corporate activities.

Negative

• High placement costs: 8 % cash fee plus $40,000 in legal reimbursement reduce net proceeds.
• Significant warrant component (763,351 shares) increases potential future share count.

Insights

Financial Analyst

TL;DR: $1.5 m raise provides limited cash, neutral impact given modest size and added warrants.

The registered direct offering adds roughly $1.5 million in gross proceeds, offering a short-term liquidity boost for Lixte. However, the capital raise is relatively small and involves issuance of both common shares and a larger block of pre-funded warrants, which could enlarge the future share count once exercised. Placement costs (8 % fee plus $40k expenses) reduce net proceeds, leaving an even smaller net benefit. Overall, this is a routine financing step without transformative scale.

Biotech Industry Specialist

TL;DR: Routine financing; keeps trials funded but not game-changing.

Early-stage biotech firms such as Lixte routinely rely on small direct offerings to bridge operating cash needs. The raise is completed under a registered shelf, indicating the company’s continued access to capital markets. Inclusion of pre-funded warrants priced within a fraction of a cent of the share price signals investor interest while limiting immediate voting dilution. Nevertheless, the modest scale means additional financings may still be required to advance the pipeline. Strategic outlook remains largely unchanged.

false 0001335105 0001335105 2025-07-08 2025-07-08 0001335105 LIXT:CommonStockParValue0.0001PerShareMember 2025-07-08 2025-07-08 0001335105 LIXT:WarrantsToPurchaseCommonStockParValue0.0001PerShareMember 2025-07-08 2025-07-08 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): 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)

FAQ

How much capital did Lixte Biotechnology (LIXT) raise in the July 2025 offering?

The company raised approximately $1.5 million in gross proceeds.

What securities were issued in LIXT's registered direct offering?

Lixte issued 210,675 common shares and pre-funded warrants to purchase 763,351 shares of common stock.

Who acted as placement agent for Lixte Biotechnology’s July 2025 financing?

Spartan Capital Securities, LLC served as the exclusive placement agent.

What fees did Lixte pay to the placement agent?

The company paid an 8 % cash fee on gross proceeds and reimbursed $40,000 in legal expenses.

When did the offering close and which form reported it?

The offering closed on 8 July 2025 and was disclosed in a Form 8-K filed the same day.