Current Report Filing (8-k)
May 14 2021 - 2:42PM
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): May 11, 2021
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
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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(I.R.S.
Employer
Identification
Number)
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248
Route 25A, No. 2
East
Setauket, New York 11733
(Address
of principal executive offices)
(631)
830-7092
(Registrant’s
telephone number, including area code)
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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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LIXT
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The
Nasdaq Stock Market (Capital Market)
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Warrants
to purchase Common Stock, par value $0.0001 per share
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LIXTW
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The
Nasdaq Stock Market (Capital Market)
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
May 11, 2021, the Company’s Board of Directors (the “Board”) appointed Regina Brown to the Board as an additional independent
director. Ms. Brown will also serve as a member of the Audit Committee of the Board, replacing Stephen Forman and as its Chairman and
replacing Philip Palmedo, who will continue as a member of the Audit Committee.
Ms.
Brown has been a practicing accountant for over thirty years. Currently, her practice has a wide range of clients, varying in size, industry
and geographic locations. They include large national corporations listed on the New York Stock Exchange, as well as Southern California
businesses. Other clients consist of professionals, wholesalers and high net worth individuals. Many of her clients have international
and cross-border operations.
As
a consequence of her depth of experience, she regularly assists other professionals with their client’s issues and performs tax
research and analysis in connection with litigation and other matters including marital dissolution, tax and accounting with respect
to mergers and acquisitions, implementation of internal controls, and extensive work in the area of trusts and estates. In addition,
international tax matters and compliance have become a significant part of her practice. Ms. Brown is a member in good standing of the
California Society of CPAs and the American Institute of Certified Public Accountants and has appeared as a speaker before both organizations.
As
a new director, Ms. Brown has been granted an option to purchase 250,000 shares of common stock exercisable at $2.80 per share, the closing
price of the Company’s common stock as of May 11, 2021, for a period of five years, vesting 50% on the grant date and the remainder
vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested.
On
May 12, 2021, the Company issued a press release regarding the appointment of Regina Brown to the Company’s Board.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
There is filed as part of this report the exhibit listed on the accompanying Index to Exhibits, which exhibit 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:
May 14, 2021
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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
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