Current Report Filing (8-k)
November 10 2022 - 4:13PM
Edgar (US Regulatory)
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2022-11-06
2022-11-06
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2022-11-06
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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 6, 2022
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
delaware |
|
001-39717 |
|
20-2903526 |
(State
or other jurisdiction of incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
680
East Colorado Boulevard, Suite 180
Pasadena
California 91101
(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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
LIXT |
|
The
Nasdaq Stock Market, LLC |
Warrants
to purchase Common Stock, par value $0.0001 per share |
|
LIXTW |
|
The
Nasdaq Stock Market, LLC |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
November 6, 2022, the Board of Directors of the Company approved the following:
Promoted
Eric Forman, the Company’s Chief Administrative Officer, to Vice President and Chief Operating Officer, and increased his annual
salary from $175,000 to $200,000 per year.
Authorized
the issuance of stock options to Dr. John S. Kovach, Eric J. Forman, Dr. James S. Miser and Robert N. Weingarten to each purchase 200,000
shares of the Company’s common stock, exercisable for a period of five years at $2.00 per share, vesting 25% on the issuance date
and 25% on each anniversary date thereafter until fully vested, subject to continued service. The closing market price of the Company’s
common stock on Friday, November 4, 2022, was $0.5025 per share.
Item 5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
November 6, 2022, the Board of Directors of the Company approved Amended and Restated Bylaws. The amendment to the Bylaws was solely
in respect to Section 2.8 to reduce the quorum for the transaction of business and all meetings of the stockholders from the holders
of a majority to 33-1/3% of the voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote
communication, if applicable, or represented by proxy. The amendment to the Bylaws was effective immediately. The Bylaws, as amended
and restated, are attached hereto as Exhibit 3.1, which exhibit is incorporated herein by reference.
On
November 6, 2022, the Board of Directors of the Company authorized the issuance of warrants to BioPharmaWorks LLC, which has provided
consulting services to the Company since September 2015, to purchase 100,000 shares of the Company’s common stock, fully vested
upon issuance, exercisable for a period of 5 years at $0.5025 per share, which was the closing market price of the Company’s common
stock on Friday, November 4, 2022.
Item 9.01 | Financial
Statements and Exhibits |
|
(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:
November 10, 2022 |
LIXTE
BIOTECHNOLOGY HOLDINGS, INC. |
|
|
|
|
By:
|
/s/
JOHN S. KOVACH |
|
|
John
S. Kovach, Chief Executive Officer |
INDEX
TO EXHIBITS
Exhibit
No. |
|
Description |
|
|
|
3.1 |
|
Amended and Restated Bylaws |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XPRL Document) |
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