Current Report Filing (8-k)
June 06 2023 - 5:02AM
Edgar (US Regulatory)
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2023-06-01
2023-06-01
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2023-06-01
2023-06-01
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2023-06-01
2023-06-01
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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): June 1, 2023
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:
☐ |
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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☐
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
5.03 |
Amendments
to Articles of Incorporation or Bylaws; Change of Fiscal Year. |
Reverse
Stock Split
On
June 1, 2023, Lixte Biotechnology Holdings, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Incorporation
(the “Amendment”) with the Secretary of State of the State of Delaware to effect a 1-for-10 reverse stock split of its outstanding
shares of common stock. The Amendment was effective on June 2, 2023 (the “Effective Time”). The Amendment was authorized
by stockholders holding a majority of the voting power of the Company’s common stock pursuant to a Special Meeting of Stockholders
held on May 26, 2023.
The
Amendment provides that, at the Effective Time, every 10 shares of the Company’s issued and outstanding common stock will automatically
be combined into one issued and outstanding share of common stock, without any change in the per share par value. The reverse split will
affect all shares of the Company’s common stock outstanding immediately prior to the Effective Time. As a result of the reverse
stock split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise
or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will
result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or
vesting of such stock options and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise
price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2020
Stock Incentive Plan immediately prior to the Effective Time will be reduced proportionately. A similar adjustment will be made to the
conversion price and the number of shares of common stock issuable upon conversion of the Company’s Series A Convertible Preferred
Stock
No
fractional shares will be issued as a result of the reverse stock split. Any fractional share resulting from the reverse stock split
will be rounded up to the nearest whole share. The reverse stock split will affect all stockholders proportionately and will not affect
any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results
in any stockholder owning only a fractional share).
The
Company’s common stock will begin trading on The Nasdaq Capital Market on a split-adjusted basis when the market opens on Monday,
June 5, 2023. The new CUSIP number for the Company’s common stock following the reverse stock split is 539319301.
The
Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits
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:
June 5, 2023 |
LIXTE
BIOTECHNOLOGY HOLDINGS, INC. |
|
|
|
|
By: |
/s/
John S. Kovach |
|
|
John
S. Kovach, Chief Executive Officer |
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