LIXTE BIOTECHNOLOGY HOLDINGS, INC. 8-K

What Happened
Lixte Biotechnology Holdings, Inc. (LIXT) filed an 8‑K (Dec 31, 2025) disclosing a Share Exchange Agreement dated December 30, 2025 with Orbit Capital Inc. Under the agreement Orbit exchanged 2,700 shares of the Company’s Series C preferred stock for 700,000 shares of Lixte common stock and 200 ordinary shares (20% of outstanding) of Lixte’s subsidiary, Liora Technologies Europe Ltd. Upon closing all Series C shares were cancelled and Lixte now holds 800 ordinary shares of Liora (implying Lixte owns 80% and Orbit owns 20% of Liora).

Key Details

• Orbit exchanged 2,700 Series C preferred shares.
• Orbit received 700,000 shares of Lixte common stock and 200 ordinary shares of Liora.
• All Series C preferred shares were cancelled at closing (Agreement dated Dec 30, 2025; 8‑K filed Dec 31, 2025).
• After the exchange Lixte holds 800 ordinary shares of Liora (80% ownership); Orbit holds 200 shares (20%).

Why It Matters
The transaction eliminates the outstanding Series C preferred shares and results in issuance of 700,000 common shares, which changes the company’s capital structure and increases common share count. It also reduces Lixte’s ownership of its formerly wholly‑owned subsidiary Liora to 80%, creating a minority (20%) interest held by Orbit. Investors should note these concrete changes to equity ownership and potential dilution; the Share Exchange Agreement is filed as Exhibit 10.1.