Current Report Filing (8-k)
February 28 2017 - 6:17AM
Edgar (US Regulatory)
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): February 24, 2017
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
DELAWARE
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000-51436
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20-2903526
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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248
Route 25A, No. 2
East
Setauket, New York 11733
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 631 942 7959
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):
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Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01
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Entry
Into a Material Agreement
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Effective
February 24, 2017, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the
purchaser purchased 4,000,000 shares (the “Shares”) of the Company’s Common Stock at a per share price of $0.25,
representing an aggregate purchase price of $1,000,000.
Item
3.02
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Unregistered
Sales of Equity Securities
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As
stated in Item 1.01, above, which information is hereby incorporated by reference, effective as of February 24, 2017, the Company
sold to one purchaser the Shares. The proceeds from the sale of the Shares will be used for working capital and general corporate
purposes principally in connection with the Company’s ongoing clinical trials.
The
Shares issued to the investor were not registered under the Securities Act of 1933, as amended (the “Act”), in reliance
upon the exemption from registration contained in Section 4(a)(2) of the Act. Such securities (including the shares of common
stock which may be issuable upon conversion of the Shares) may not be re-offered or sold in the United States in the absence of
a registration statement or exemption from the registration requirements of the Act.
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits
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There
is filed as part of this report the exhibit listed on the accompanying Index to Exhibits, which information is incorporated herein
by reference.
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:
February 28, 2017
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LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
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By:
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/s/
JOHN S. KOVACH
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John
S. Kovach, Chief Executive Officer
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Index
to Exhibits
Exhibit
No.
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Description
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10.1
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Form
of Securities Purchase Agreement dated as of February 24, 2017 between the Company and Lalit Bahl.
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