[Form 4] Lixte Biotechnology Holdings, Inc. Warrants Insider Trading Activity

Rhea-AI Filing Summary

Form 4 filing overview (LIXT – Lixte Biotechnology Holdings, Inc.). Director Rene Bernards reported two new option grants dated 30 June 2025:

• 10,000 options at an exercise price of $0.905, vesting in eight equal quarterly instalments beginning 30 September 2025 and expiring 30 June 2030.
• 10,662 options at the same exercise price, fully vested immediately; the grant replaces the director’s Q2-25 cash compensation under the Board Compensation Plan.

Following the grants, Mr. Bernards beneficially owns additional option positions previously disclosed, ranging from $1.21 to $2.37 strike prices and expirations between 2029-2030. All holdings are reported as direct.

The filing indicates a modest shift of director remuneration from cash to equity, marginal cash conservation for the company, and incremental potential dilution of roughly 20,662 shares (plus earlier option holdings) if exercised.

Positive

• Cash conservation: substituting 10,662 options for cash board fees preserves liquidity for the clinical pipeline.
• Incentive alignment: multi-year vesting schedule encourages long-term board engagement and share price focus.

Negative

• Incremental dilution: 20,662 additional options raise the potential share count, albeit marginally.
• Low exercise price near current market levels may create overhang and cap upside until absorbed.

Insights

Financial Analyst

TL;DR: Director granted 20.7k new options at $0.905, swapping cash pay for equity; minor cash save, small dilution.

The two option awards represent ≈1.5 years of typical board fees, signalling director alignment with shareholders. The sub-$1 strike is close to recent trading ranges, offering in-the-money potential if the pipeline progresses. Opting for equity over cash marginally preserves liquidity—beneficial for a pre-revenue biotech. Dilution impact is de-minimis relative to Lixte’s ~14 million shares outstanding, yet it increments potential overhang and slightly lowers average exercise price of the option stack.

Corporate Governance Expert

TL;DR: Equity-for-fees grant aligns incentives but increases option overhang; governance neutral.

The immediate-vesting 10,662-share grant in lieu of cash complies with the Board Compensation Plan and indicates cost-conscious governance. Staggered vesting on the 10,000-share block promotes board continuity through 2030. No red flags appear—filing is timely, signatures present, and ownership correctly classified as direct. Aggregate option overhang remains modest; therefore the action is governance neutral to mildly positive.

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

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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^*

Brown Regina

(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)
06/30/2025

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	$0.905	06/30/2025		A		10,000		09/30/2025	06/30/2030	Common	10,000	$0(1)	10,000	D
Options to Purchase Common Stock	$0.905	06/30/2025		A		12,600		06/30/2025	06/30/2030	Common	12,600	$0(2)	12,600	D
Options to Purchase Common Stock	$1.21							03/31/2025	03/31/2030	Common	9,508		9,508	D
Options to Purchase Common Stock	$2.33							01/20/2025	01/20/2030	Common	4,924		4,924	D
Options to Purchase Common Stock	$1.3							09/30/2024	09/30/2029	Common	6,269		6,269	D
Options to Purchase Common Stock	$2.37							06/30/2024	06/30/2029	Common	10,000		10,000	D
Options to Purchase Common Stock	$2.37							06/30/2024	06/30/2029	Common	4,904		4,904	D
Options to Purchase Common Stock	$5.88							06/30/2023	06/30/2028	Common	10,000		10,000	D
Options to Purchase Common Stock	$7.45							06/30/2022	06/30/2027	Common	10,000		10,000	D
Options to Purchase Common Stock	$30.3							06/30/2021	06/30/2026	Common	10,000		10,000	D
Options to Purchase Common Stock	$28							05/11/2021	05/11/2026	Common	25,000		25,000	D

Explanation of Responses:

1. Effective June 30, 2025, the reporting person was granted stock options to purchase an aggregate of 10,000 shares vesting in eight equal installments on the last day of each subsequent quarter until fully vested with vesting to start on September 30, 2025.

2. Effective June 30, 2025 the reporting person was granted stock options in aggregate of 12,600 shares vesting immediately. The grant was in lieu of the quarterly cash compensation due to the reporting person under the Board Compensation Plan.

	/s/ Regina Brown	07/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

Who filed the Form 4 for LIXT on 8 July 2025?

Director Rene Bernards reported changes in beneficial ownership.

How many new options did Rene Bernards receive from Lixte Biotechnology?

He received 20,662 options in total—10,000 with scheduled vesting and 10,662 fully vested.

What is the exercise price of the newly granted options to the director of LIXT?

Both grants carry an exercise price of $0.905 per share.

Why were 10,662 options granted immediately to the director?

They were in lieu of quarterly cash compensation under the Board Compensation Plan.

When will the 10,000-share option grant begin vesting and expire?

Vesting starts on 30 September 2025 in eight quarterly tranches and the grant expires on 30 June 2030.