LIXTE BIOTECHNOLOGY HOLDINGS, INC. 8-K

What Happened
LIXTE Biotechnology Holdings, Inc. (LIXT) filed an 8‑K reporting a registered direct offering under its Form S‑3 shelf to raise approximately $4.3 million in gross proceeds. Under a Securities Purchase Agreement, the company agreed to sell 526,342 common shares, pre‑funded warrants to purchase 525,000 shares (priced at $4.09 per share or $4.08999 per pre‑funded warrant), and common warrants to purchase 1,051,342 shares (priced at $3.96 per share). The Offering is expected to close on or about December 23, 2025, and Spartan Capital Securities, LLC is engaged as exclusive placement agent.

Key Details

• Offering size and structure: 526,342 common shares; Pre‑Funded Warrants for 525,000 shares; Common Warrants for 1,051,342 shares; gross proceeds ≈ $4.3M.
• Prices: $4.09 per common share (or $4.08999 per pre‑funded warrant) and $3.96 per common warrant.
• Fees: Placement agent fee of 6.0% of gross proceeds plus reimbursement of $85,000 for the placement agent’s legal fees.
• Corporate actions: The company and the royalty holder executed a Termination Letter (dated December 16, 2025) terminating the Royalty Agreement dated November 24, 2025; both parties released each other and their officers/directors/shareholders from claims arising under that Royalty Agreement. Press release with pricing details was issued December 18, 2025.

Why It Matters
This filing confirms LIXT is raising capital through a registered direct offering that will issue shares and multiple warrant instruments, which will affect the company’s outstanding equity and potential future dilution if warrants are exercised. Net proceeds will be reduced by placement agent fees (6%) and the $85,000 legal reimbursement. The termination of the recently executed royalty agreement removes a royalty payment obligation tied to certain equipment and includes mutual releases, potentially simplifying future revenue arrangements tied to that equipment. Investors should watch the closing (around Dec 23, 2025) and subsequent disclosures for use of proceeds and any updates to capitalization.