---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-25-028850"
form_type: "8-K"
ticker: "LIXT"
cik: "0001335105"
company_name: "LIXTE BIOTECHNOLOGY HOLDINGS, INC."
filed_at: "2025-12-22T23:59:59+00:00"
generated_at: "2026-05-16T12:24:00.928819+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Lixte Biotechnology raises $4.3M in registered direct offering; terminates royalty agreement

## Summary
- Gross proceeds ~$4.3M from 1,051,342 Common Units at $4.09/unit; each unit includes one share (or Pre-Funded Warrant) and one Common Warrant (exercise $3.96, 60-month term).
- Offering priced at market under Nasdaq rules; expected close Dec 19, 2025.
- Terminated Royalty Agreement with Orbit Capital Inc. (dated Nov 24, 2025); both parties released from claims.
- Net proceeds to be used for general corporate purposes and working capital.
- Spartan Capital Securities acted as sole placement agent with 6% fee and $85K legal expense reimbursement.

## SEC filing metadata
- accession: 0001493152-25-028850
- form_type: 8-K
- ticker: LIXT
- cik: 0001335105
- company_name: LIXTE BIOTECHNOLOGY HOLDINGS, INC.
- filed_at: 2025-12-22T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 1.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1335105/000149315225028850/0001493152-25-028850-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1335105/000149315225028850/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-028850
- JSON: https://secwatch.observer/filing/0001493152-25-028850.json
- Plain text: https://secwatch.observer/filing/0001493152-25-028850.txt

## Key facts
- Material Agreements
  LIXTE BIOTECHNOLOGY HOLDINGS, INC. entered into Placement Agent Agreement with Spartan Capital Securities, LLC valued at 6.0% of the aggregate gross proceeds raised in the Offering and agreed to reimburse the Placement Ag (effective 2025-12-18).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: Spartan Capital Securities, LLC
  - Value: 6.0% of the aggregate gross proceeds raised in the Offering and agreed to reimburse the Placement Ag
  - Effective: 2025-12-18
  source text: Pursuant to a Placement Agent Agreement dated as of December 18, 2025 (the “Placement Agent Agreement”), the Company engaged Spartan Capital Securities, LLC (the “Placement Agent”) to act as the Company’s exclusive placement agent in connection with the Offering.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1335105/000149315225028850/0001493152-25-028850-index.htm
- Material Agreements
  LIXTE BIOTECHNOLOGY HOLDINGS, INC. terminated Royalty Agreement with Orbit Capital Inc. (effective 2025-12-16).
  - Action: termination
  - Counterparty: Orbit Capital Inc.
  - Effective: 2025-12-16
  source text: On December 16, 2025, the Company and Orbit Capital Inc., a Cayman Islands Corporation (the “Royalty Holder”) entered into a termination letter (“Termination Letter”), whereby the Company and the Royalty Holder terminated that certain Royalty Agreement dated November 24, 2025 (the “Royalty Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1335105/000149315225028850/0001493152-25-028850-index.htm
- Material Agreements
  LIXTE BIOTECHNOLOGY HOLDINGS, INC. entered into Securities Purchase Agreement with certain accredited investors valued at approximately $4.3 million (effective 2025-12-18).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: certain accredited investors
  - Value: approximately $4.3 million
  - Effective: 2025-12-18
  source text: On December 18, 2025, Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors named therein (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”) 526,342 shares (the “Common Shares”) of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), Pre-Funded Warrants (“Pre-Funded Warrants”) to purchase 525,000 shares of Common Stock at an offering price of $4.09 per share (or $4.08999 per Pre-Funded Warrant) and Common Warrants (“Common Warrants”) to purchase 1,051,342 shares of Common Stock at an offering price of $3.96 per share.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1335105/000149315225028850/0001493152-25-028850-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.