UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
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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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Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01. Entry into a Material Agreement.
On April 12, 2022, Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 2.900,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at an offering price of $2.00 per share.
The Registered Offering resulted in gross proceeds of $5,800,000 before deducting the placement agent’s fees and related offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-252430), which was initially filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2021, and was declared effective on February 5, 2021. The Registered Offering closed on April 14, 2022.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.
Pursuant to the terms of the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the date of the Purchase Agreement until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. In addition, from the date of the Purchase Agreement until one hundred eighty (180) days after the Closing Date, the Company is prohibited from entering into a Variable Rate Transaction (as defined in the Purchase Agreement).
Placement Agents’ Fees and Expenses
Pursuant to a Placement Agent Agreement, dated April 12, 2022, the Company engaged WestPark Capital, Inc. and WallachBeth Capital, LLC as co-placement agents (the “Placement Agents”) to act as the Company’s exclusive placement agents in connection with the Registered Offering. The Company has agreed to pay the Placement Agents a cash fee equal to 7.75 % of the aggregate gross proceeds raised in the Registered Offering, and a non-accountable expense allowance equal to 1.73%, and has agreed to reimburse the Placement Agents for their out-of-pocket expenses including up to $75,000 for expenses of their legal counsel.
The Company has issued to the Placement Agents, or their designees, warrants (the “Placement Agents’ Warrants”) to purchase up to 290,000 shares of Common Stock, which represents 10% of the Shares sold in the Registered Offering. The Placement Agents’ Warrants have an exercise price of $2.00 per share, and an expiration date of April 14, 2027. The Placement Agents’ Warrants and the shares of Common Stock underlying the Placement Agents’ Warrants have not been registered under the Securities Act and have been issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. The Placement Agents’ Warrants and the shares of the Company’s Common Stock underlying the Placement Agents’ Warrants may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements.
The foregoing summaries of the Purchase Agreement and the Placement Agents’ Warrants do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K (the “Report”), and which are incorporated herein in their entirety by reference.
The Company is filing the opinion of its counsel, TroyGould PC, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto and is incorporated by reference.
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This Report does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Placement Agents’ Fees and Expenses” is hereby incorporated by reference into this Item 3.02 in its entirety. The Placement Agents’ Warrants and the shares of Common Stock underlying the Placement Agents’ Warrants have not been registered under the Securities Act and have been issued in reliance on an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) thereof. The Placement Agents’ Warrants and the shares of the Company’s Common Stock underlying the Placement Agents’ Warrants may not be offered or sold in the United States in the absence of an effective registration statement or exemption from applicable registration requirements. No statement in this document or the attached exhibits is an offer to purchase or a solicitation of an offer to sell securities. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
Item 8.01. Other Events.
The information in Item 1.01 above is hereby incorporated by reference into this Item 8.01. In connection with the Registered Offering, on April 12, 2022, the Company issued a press release announcing the pricing of the Registered Offering, and on April 14, 2022, the Company issued a press release announcing the closing of the Registered Offering. Copies of the press releases are filed as Exhibits 99.1 and 99.2 hereto and are incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) There is filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which exhibit is incorporated herein by reference
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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: April 14, 2022 | LIXTE BIOTECHNOLOGY HOLDINGS, INC. | |
| By: | /s/ JOHN S. KOVACH | |
| John S. Kovach, Chief Executive Officer | ||
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INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 4.1 | Form of Placement Agents’ Warrant | |
| 5.1 | Opinion of TroyGould PC | |
| 10.1 | Securities Purchase Agreement | |
| 99.1 | Press release dated April 12, 2022 | |
| 99.2 | Press release dated April 14, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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