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): March 7, 2025
LIXTE BIOTECHNOLOGY HOLDINGS, INC.
| delaware | | 001-39717 | | 20-2903526 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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 | | LIXT | | The Nasdaq Stock Market LLC |
| Warrant to Purchase Common Stock | | 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 Definitive Agreement. |
Termination of At-the-Market Sales Agreement with WallachBeth Capital LLC
Reference is made to the Current Report on Form 8-K of Lixte Biotechnology Holdings, Inc. (the “Company”) filed with the Securities and Exchange Commission on January 6, 2025 relating to an At-the-Market Sales Agreement (the “Sales Agreement”) between the Company and WallachBeth Capital LLC (the “Agent”). The Sales Agreement was filed as Exhibit 10.1 to the previously referenced Current Report on Form 8-K. On March 7, 2025, the Company provided a notice of termination of the Sales Agreement to the Agent, which, pursuant to the terms of the Sales Agreement, will become effective ten (10) days after issuance, or March 18, 2025. The Company plans to explore various alternatives to raise additional equity capital.
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.
| LIXTE BIOTECHNOLOGY HOLDINGS, INC. |
| | (Registrant) |
| | | |
| Date: March 11, 2025 | By: | /s/ BASTIAAN VAN DER BAAN |
| | | Bastiaan van der Baan |
| | | President and Chief Executive Officer |
