Lixte Biotechnology Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement
On December 30, 2025, Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Company”), entered into a Share Exchange Agreement (the “Agreement”) with Orbit Capital Inc., a Cayman Islands corporation (“Orbit”).
Pursuant to the Agreement, Orbit exchanged 2,700 shares of the Company’s Series C Preferred Stock (the “Series C Shares”) for 700,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), and 200 ordinary shares, representing 20% of the outstanding securities, of the Company’s wholly-owned subsidiary Liora Technologies Europe Ltd., a corporation organized under the laws of England and Wales (“Liora”). Upon closing of the exchange contemplated by the Agreement, all of the Company’s Series C Shares were cancelled and the Company held 800 ordinary shares of Liora.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Form 8-K relating to exchange of the Series C Shares for Common Stock to Orbit pursuant to the Agreement, is incorporated by reference herein in its entirety.
The exchange of the Common Stock to be issued in connection with the exchange of the Series C Shares pursuant to the Agreement was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”), as amended and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. This Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The Agreement with Orbit Capital Inc. is being filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is filed herewith as Exhibits 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith.
Exhibit Number |
Description | |
| 10.1 | Share Exchange Agreement dated December 30, 2025, among Orbit Capital Inc. and Lixte Biotechnology Holdings, | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL Document) |
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.
| Date: December 31, 2025 | LIXTE BIOTECHNOLOGY HOLDINGS, INC. | |
| (Registrant) | ||
| By: | /s/ Geordan Pursglove | |
| Geordan Pursglove | ||
| Chairman of the Board and Chief Executive Officer | ||