Lixte insider filing: 25,000 options issued to new director, vesting schedule disclosed

Rhea-AI Filing Summary

Jason David Sawyer, a newly appointed director of Lixte Biotechnology Holdings, Inc. (ticker: LIXT/LIXTW), was granted options to purchase 25,000 shares on 08/15/2025. The options have an exercise price of $3.59 per share, become exercisable immediately for 50% of the grant and vest the remaining 50% in increments—12.5% on 12/31/2025 and 12.5% on the last day of each subsequent calendar quarter—subject to continuous service, and expire on 08/15/2030. The grant was made in connection with Sawyer's appointment to the company’s board. The Form 4 was signed by the reporting person on 08/18/2025.

Positive

• Director appointment aligned with equity incentives: 25,000 option grant ties new director’s compensation to company performance
• Immediate partial vesting: 50% vests on the effective date, providing immediate alignment
• Clear vesting schedule and standard term: remaining vesting in quarterly installments and expiration on 08/15/2030

Negative

• Potential future dilution: 25,000 options could dilute existing shareholders if exercised
• Continued service required: remaining 50% vesting is subject to continuous service, so forfeiture risk exists if director departs

Insights

Corporate Governance Expert

TL;DR: Standard director equity grant tied to board appointment; aligns director incentives with shareholders without unusual terms.

The option award of 25,000 shares at a $3.59 exercise price is presented as a compensation grant for board service. Immediate vesting of 50% with the remainder vesting over quarterly installments is a commonly used schedule to provide initial alignment while retaining ongoing service incentives. The five-year term to expiration is within typical ranges for incentive awards. The filing discloses no related-party conflicts, no accelerated vesting triggers, and no cash purchase, indicating a routine director grant disclosed under Section 16 reporting rules.

Securities Analyst

TL;DR: The transaction is a discrete insider option grant; it is informative but not on its own materially transformative for investors.

The Form 4 shows a derivative award (options) for 25,000 common shares exercisable at $3.59 with a 08/15/2030 expiration. The immediate 50% vesting increases near-term potential dilution while the remainder vests over time, which spreads potential future dilution across quarters. The filing does not report any concurrent stock sales or other transactions by the reporting person, so this is an onboarding grant rather than liquidity or divestiture activity.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Sawyer Jason David

(Last) (First) (Middle)

680 E. COLORADO BLVD., SUITE 180

(Street)

PASADENA CA 91101

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIXTE BIOTECHNOLOGY HOLDINGS, INC. [ LIXT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Common Stock	$3.59	08/15/2025		A		25,000		08/15/2025	08/15/2030	Common	25,000	$0(1)	25,000	D

Explanation of Responses:

1. Effective August 15, 2025, the reporting person was granted stock options to purchase 25,000 shares vesting 50% on the effective date, the remaining 50% vesting 12.5% on December 31, 2025 and on the last day of each subsequent calendar quarter until fully vested, subject to continuous service. The grant was in connection with the reporting person being appointed to the Company's Board of Directors. The exercise price is $3.59 per share.

	/s/ Jason Saywer	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Jason David Sawyer report on the Form 4 for LIXTW?

The Form 4 reports a grant of options to purchase 25,000 shares dated 08/15/2025 related to his appointment to the board.

What is the exercise price and expiration date of the options?

The options have an exercise price of $3.59 per share and expire on 08/15/2030.

How do the options vest according to the filing?

50% of the options vested on the effective date, and the remaining 50% vests 12.5% on 12/31/2025 and 12.5% on the last day of each subsequent calendar quarter until fully vested, subject to continuous service.

Was the option grant related to a specific corporate event?

Yes. The filing states the grant was made in connection with the reporting person being appointed to the Company’s Board of Directors.

When was the Form 4 signed by the reporting person?

The Form 4 was signed by Jason Saywer on 08/18/2025.