LIXTE BIOTECHNOLOGY HOLDINGS, INC. 8-K

What Happened
Lixte Biotechnology Holdings, Inc. announced on April 15, 2026 that its Compensation Committee cancelled previously granted stock options for certain officers and directors and replaced them with restricted share units (RSUs) under the company’s 2020 Stock Incentive Plan. The RSUs vested on the date of issuance and each RSU represents the right to receive one share of common stock upon vesting.

Key Details

• Options cancelled and RSUs awarded (each RSU = 1 share upon vesting):
  • Geordan Pursglove (CEO): 350,000 options cancelled → 350,000 RSUs granted
  • Peter Stazzone (CFO): 50,000 options cancelled → 50,000 RSUs granted
  • Michael Holloway (Director): 25,000 → 25,000 RSUs
  • Guy Primus (Director): 25,000 → 25,000 RSUs
  • Lourdes Felix (Director): 25,000 → 25,000 RSUs
  • Jason Sawyer (Director): 25,000 → 25,000 RSUs
• Total cancelled/options replaced: 500,000 options converted into 500,000 RSUs.
• The Committee stated the change was intended to provide a more effective retention and incentive mechanism. The awards are subject to the Plan and applicable award agreements.

Why It Matters
For investors, the replacement of options with immediately vested RSUs shifts the form of executive compensation toward a direct entitlement to shares. Because the RSUs vested on issuance and each RSU equates to one share upon settlement, these awards could lead to issuance of up to 500,000 additional shares, which is a concrete source of potential dilution. The move signals the board’s intent to retain and incentivize management and directors using share-based awards rather than options.