Current Report Filing (8-k)
December 06 2018 - 6:10AM
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): November 30, 2018
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
DELAWARE
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000-51476
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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: 631 880 2907
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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[ ]
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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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging
growth company [X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
3.02 Unregistered Sales of Equity Securities
Effective
as of November 30, 2018, pursuant to a rights offering to its existing stockholders, the Company sold 9,000,000 units to 15 accredited
investors for aggregate proceeds of $4,500,000. Each Unit consisted of one share of Common Stock (a “Share”) and a
four year warrant (a “Warrant”) to purchase a share of Common Stock at $1.00 per share. The proceeds from the sale
of the Units will be used for working capital and general corporate purposes principally in connection with the Company’s
ongoing clinical trials.
The
Shares and Warrants issued to the investors 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 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 Financial Statements and Exhibits
(d)
Exhibits
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:
December 4, 2018
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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