[144] Okta, Inc. SEC Filing

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.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue 6th Floor New York NY 10017	31592	3014824.56	167163429	07/21/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	06/15/2025	RSU Vesting	Issuer			11285	06/15/2025	Compensation
Class A Common Stock	07/21/2025	Option Exercise	Issuer			5438	07/21/2025	Cash
Class A Common Stock	03/15/2025	PSU Vesting	Issuer			14869	03/15/2025	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

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.