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Form 8-K

sec.gov

8-K — LIXTE BIOTECHNOLOGY HOLDINGS, INC.

Accession: 0001493152-26-029308

Filed: 2026-06-18

Period: 2026-06-17

CIK: 0001335105

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001335105

0001335105

2026-06-17

2026-06-17

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 17, 2026

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)

433

Plaza Real, Suite 275

Boca

Raton, Florida 33432

(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

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

1.01 Entry into a Material Definitive Agreement.

As

previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2026, Lixte Biotechnology

Holdings, Inc. (the “Company”) entered into a Merger Agreement, dated as of June 11, 2026 (the “Merger Agreement”),

with NOMAD Transportable Power Systems, Inc. (“NOMAD”) and NBD Merger Sub, Inc. (“NBD Merger Sub”),

pursuant to which NBD Merger Sub will merge with and into NOMAD, with NOMAD surviving as a wholly-owned subsidiary of the Company.

On

June 17, 2026, in connection with the transactions contemplated by the Merger Agreement, the Company issued a Secured Promissory Note

in the aggregate principal amount of $6,500,000 (the “Note”) to NOMAD. The proceeds of the Note will be used (i) to

repay in full NOMAD’s outstanding obligations under that certain Loan and Security Agreement, dated as of February 12, 2024, between

NOMAD and BPCP Investment Holdings, LP, as successor in interest to Bay Point Capital Partners II, LP, with such portion of the proceeds

being disbursed by the Company directly to BPCP Investment Holdings, LP on behalf of NOMAD, and (ii) for working capital and general

corporate purposes of NOMAD. The Note is secured by a first-priority security interest in substantially all of NOMAD’s assets.

The

Note matures 30 days from the date of issuance, subject to automatic 30-day extensions so long as the Merger Agreement remains in effect

and has not been terminated. Upon the closing of the Merger, the outstanding principal amount of the Note will be offset against amounts

otherwise deliverable to NOMAD pursuant to Section 6.05 of the Merger Agreement. If the Merger Agreement is terminated due to a breach

by the Company, the Note will be repayable within six (6) months of such termination. If the Merger Agreement is terminated due to a

breach by NOMAD, the Note will be due and payable within three (3) days of such termination.

The

foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the

Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

7.01 Regulation FD Disclosure.

On

June 18, 2026, the Company issued a press release announcing the issuance of the Note.

A

copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The

information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated

by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by

specific reference in such filing.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits. The following exhibits are filed herewith.

Exhibit

Number

Description

2.1

Agreement and Plan of Merger, dated as of June 11, 2026, by and among Lixte Biotechnology Holdings, Inc., NBD Merger Sub, Inc. and NOMAD Transportable Power Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2026).

10.1

Secured Promissory Note, dated

June 17, 2026, issued by NOMAD Transportable Power systems, Inc. in favor of Lixte Biotechnology Holdings, Inc.

99.1

Press Release dated June 18, 2026

104

Cover

Page Interactive Data File (embedded within the inline XBRL Document)

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 18, 2026

LIXTE

BIOTECHNOLOGY HOLDINGS, INC.

(Registrant)

By:

/s/

Geordan Pursglove

Geordan

Pursglove

President

and Chief Executive Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

SECURED

PROMISSORY NOTE

Principal

Amount: $6,500,000.00

June

17, 2026

FOR

VALUE RECEIVED, NOMAD Transportable Power Systems, Inc., a Delaware corporation (the “Borrower”), hereby unconditionally

promises to pay to the order of Lixte Biotechnology Holdings, Inc., a Delaware corporation (the “Lender”), the principal

amount of Six Million Four Hundred Thousand Dollars ($6,500,000.00) (the “Loan”), together with all accrued interest

thereon, as provided in this Promissory Note (this “Note”). This Note is issued in connection with that certain Merger

Agreement, dated as of June 11, 2026 (the “Merger Agreement”), by and among the Lender, the Borrower, and NBD Merger

Sub, Inc., a Delaware corporation. The proceeds of the Loan shall be disbursed as follows: (i) an amount equal to the outstanding balance

necessary to repay in full the obligations of the Borrower under that certain Loan and Security Agreement, dated as of February 12, 2024,

between the Borrower and BPCP Investment Holdings, LP, as successor in interest to Bay Point Capital Partners II, LP (the “Bay

Point Loan Agreement”), in accordance with that certain payoff letter, dated June 5, 2026, between the Borrower and BPCP Investment

Holdings, LP (the “Payoff Letter”), shall be disbursed by the Lender directly to BPCP Investment Holdings, LP on behalf

of the Borrower in accordance with the wire instructions set forth in the Payoff Letter, and (ii) the remainder of the proceeds shall

be disbursed to the Borrower for working capital and general corporate purposes. Capitalized terms used but not defined herein shall

have the meanings ascribed to such terms in the Merger Agreement.

1.

Payment Dates.

(a)

Maturity Date. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable

under this Note shall be due and payable on the date that is thirty (30) days after the date hereof (the “Initial Maturity Date”);

provided, however, that the Initial Maturity Date shall automatically be extended for successive thirty (30)-day periods

(each, an “Extension Period”) without any action by any party so long as the Merger Agreement remains in full force

and effect and has not been terminated in accordance with its terms as of the last day of the then-current period. The date on which

the Loan becomes due and payable (whether the Initial Maturity Date, as extended by any Extension Period, or any earlier date as provided

herein) is referred to as the “Maturity Date”.

(b)

Acceleration upon Termination of Merger Agreement. Notwithstanding Section 1(a):

(i)

If the Merger Agreement is terminated due to a breach by the Lender (or PubCo, as defined in the Merger Agreement), the outstanding principal

amount of the Loan, together with all accrued and unpaid interest thereon, shall be due and payable on the date that is six (6) months

following the date of such termination.

(ii)

If the Merger Agreement is terminated due to a breach by the Borrower (or the Company, as defined in the Merger Agreement), the outstanding

principal amount of the Loan, together with all accrued and unpaid interest thereon, shall be immediately due and payable within three

(3) days following the date of such termination.

(c)

Offset at Closing. Upon the Closing (as defined in the Merger Agreement), the outstanding principal amount of this Note (and any

accrued and unpaid interest thereon, if applicable) shall automatically be offset against, and shall reduce on a dollar-for-dollar basis,

the amounts otherwise deliverable to the Borrower pursuant to Section 6.05 of the Merger Agreement. Upon such offset, this Note shall

be deemed paid in full and shall be cancelled and of no further force or effect.

(d)

Prepayment. The Borrower may prepay the Loan in whole or in part at any time without penalty or premium.

2.

Interest.

(a)

Interest Rate. The principal amount outstanding under this Note from time to time shall bear interest at a rate per annum equal

to fifteen percent (15%). Notwithstanding the foregoing, no interest shall accrue on the outstanding principal amount of the Loan during

the period from the date hereof through and including the earlier of (i) the Closing Date and (ii) the date on which the Merger Agreement

is terminated in accordance with its terms (such earlier date, the “Interest Commencement Date”).

(b)

Interest Payment Dates. All accrued and unpaid interest shall be payable on the Maturity Date.

(c)

Default Interest. If any amount payable hereunder (including inter alia, any unpaid interest) is not paid when due (without regard

to any applicable grace period), such overdue amount shall bear interest at eight percent (8%) from the date such amount was due until

paid.

(d)

Computation of Interest. All computations of interest hereunder shall be made on the basis of a year of 365/366 days, as the case

may be, pro-rated for the actual number of days elapsed.

(e)

Interest Rate Limitation. If at any time the Interest Rate payable on the Loan shall exceed the maximum rate of interest permitted

under applicable law, such Interest Rate shall be reduced automatically to the maximum rate permitted.

3.

Security Interest. To secure the prompt and complete payment and performance of all obligations of the Borrower under this Note,

the Borrower hereby grants to the Lender a continuing first-priority security interest in and lien upon all of the Borrower’s right,

title and interest in and to all of the following property, whether now owned or hereafter acquired or arising, wherever located: all

accounts, chattel paper, deposit accounts, documents, equipment, general intangibles (including payment intangibles and software), goods

(including fixtures), instruments, intellectual property, inventory, investment property, letter of credit rights, money, commercial

tort claims, and all proceeds and products of the foregoing (collectively, the “Collateral”). The Borrower hereby

authorizes the Lender to file one or more UCC financing statements (and any amendments or continuations thereof) in such form and in

such jurisdictions as the Lender deems necessary or advisable to perfect the security interest granted hereby. Upon Payment in Full or

offset of this Note at Closing pursuant to Section 1(c), the Lender shall release all security interests and liens granted hereunder

and shall file or authorize the filing of UCC termination statements with respect thereto. “Payment in Full” means

the indefeasible payment in full in cash of all obligations under this Note.

4.

Payment Mechanics.

(a)

Manner of Payment. All payments of principal and interest shall be made in US dollars on the date on which such payment is due.

Such payments shall be made by cashier’s check, certified check, or wire transfer of immediately available funds to the Lender’s

account at a bank specified by the Lender in writing to the Borrower from time to time.

(b)

Application of Payments. All payments shall be applied, first, to fees or charges outstanding under this Note, second,

to accrued interest, and, third, to principal outstanding under this Note.

(c)

Business Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next

succeeding Business Day, and interest shall be calculated to include such extension. “Business Day” means a day other

than Saturday, Sunday, or other day on which commercial banks in New York, NY are authorized or required by law to close.

5.

Events of Default. The occurrence and continuance of any of the following shall constitute

an “Event of Default” hereunder:

(a)

Failure to Pay. The Borrower fails to pay any principal amount of the Loan or any interest thereon or any other amount due hereunder

when due.

(b)

Breach of Merger Agreement. The Borrower is in material breach of any of its covenants, agreements, representations, or warranties

under the Merger Agreement.

(c)

Bankruptcy; Insolvency.

(i)

The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief

for debtors.

(ii)

An involuntary case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency,

and such case is not dismissed or vacated within sixty (60) days of its filing.

(iii)

The Borrower makes a general assignment for the benefit of its creditors.

(iv)

The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.

(v)

A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial

part of its assets, and such case is not dismissed or vacated within sixty (60) days of its filing.

6.

Remedies. Upon the occurrence and during the continuance of an Event of Default,

the Lender may, at its option, by written notice to the Borrower declare the outstanding principal amount of the Loan, accrued and unpaid

interest thereon, and all other amounts payable hereunder immediately due and payable; provided, however, if an Event of

Default described in Section 4(b) shall occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable

hereunder shall become immediately due and payable without notice, declaration, or other act on the part of the Lender.

7.

Notices. All notices and other communications relating to this Note shall be in writing

and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service,

properly addressed and postage prepaid; (y) transmittal by electronic communication (including email, internet or intranet websites,

or facsimile properly addressed (with written acknowledgment from the intended recipient such as “return receipt requested”

function, return e-mail, or other written acknowledgment)); or (z) actual receipt by an employee or agent of the other party. Notices

hereunder shall be sent to the following addresses, or to such other address as such party may specify in writing from time to time:

(a)

If to the Borrower:

NOMAD Transportable

Power Systems, Inc.

Attention: John Travaglini,

President

5 Pilgrim Park Rd,

Suite 200

Waterbury, VT 05676

E-mail: jtravaglini@nomadpower.com

(b) If to the Lender:

Lixte Biotechnology

Holdings, Inc.

Attention: Geordan

Pursglove, CEO

433 Plaza Real, Suite

275

Boca Raton, FL 33432

E-mail:

gpursglove@lixte.com

8.

Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether

in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be

governed by and construed in accordance with the laws of the State of New York.

9.

Disputes.

(a)

Submission to Jurisdiction. The Borrower irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising

from or relating to this Note may be brought in the courts of the State of New York sitting in New York County, and in the United States

District Court for the Southern District of New York, and (B) submits to the exclusive jurisdiction of such courts in any such action,

suit, or proceeding. Final judgment against the Borrower in any such action, suit, or proceeding shall be conclusive and may be enforced

in other jurisdictions by suit on the judgment or in any other manner provided by law. The Borrower irrevocably and unconditionally waives,

to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to the laying of venue in any action, suit,

or proceeding relating to this Note in any court referred to in this Section 9(a) and (ii) the defense of inconvenient forum to the maintenance

of such action, suit, or proceeding in any such court.

(b)

Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT

MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY,

WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

10.

Successors and Assigns. This Note may be assigned or transferred by the Lender to

any individual, corporation, company, limited liability company, trust, joint venture, association, partnership, unincorporated organization,

governmental authority, or other entity.

11.

Integration. This Note constitutes the entire contract between the Borrower and the

Lender with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect

thereto.

12.

Amendments and Waivers. No term of this Note may be waived, modified, or amended,

except by an instrument in writing signed by the Borrower and the Lender. Any waiver of the terms hereof shall be effective only in the

specific instance and for the specific purpose given.

13.

No Waiver; Cumulative Remedies. No failure by the Lender to exercise and no

delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise

of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or

power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided

by law.

14.

Severability. If any term or provision of this Note is invalid, illegal, or unenforceable

in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render

such term or provision invalid or unenforceable in any other jurisdiction.

15.

Right of Set-Off. At the Closing, the Lender is hereby authorized to set off and apply the outstanding principal amount of the Loan,

together with all accrued and unpaid interest thereon, against the amounts otherwise deliverable to the Borrower pursuant to Section

6.05 of the Merger Agreement, without further action by any party.

16.

Counterparts. This Note and any amendments, waivers, consents, or supplements hereto

may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single

contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (“pdf” or “tif”

or any other electronic means that reproduces an image of the actual executed signature page) format shall be as effective as delivery

of a manually executed counterpart of this Note.

17.

Electronic Execution. The words “execution,” “signed,” “signature,”

and words of similar import in this Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic

form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping

systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce

Act (15 U.S.C. §§ 7001-7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including

the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301 to 309).

[SIGNATURE

PAGE FOLLOWS]

IN

WITNESS WHEREOF, the Borrower has executed this Note as of the date set forth above.

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

By:

/s/John

Travaglini

Name:

John

Travaglini

Title:

President

[Signature

Page to Promissory Note]

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

LIXTE

Biotechnology Provides Update on NOMAD Acquisition; Transaction Expected to Close On or About July 1, 2026

Company

to Loan $6.5 Million Prior to Closing to Fund Order Backlog and Working Capital Needs – Combined Company to be Renamed NOMAD Power

Solutions, Inc. and Trade Under a New Ticker Symbol

BOCA

RATON, Fla. & WATERBURY, Vt. — June 18, 2026 — LIXTE Biotechnology Holdings, Inc. (NASDAQ: LIXT) (“LIXTE”

or the “Company”) today provided an update on its previously announced definitive agreement to acquire 100% of NOMAD Transportable

Power Systems, Inc. (“NOMAD”), the market leader in deployable, utility-grade battery energy storage systems (BESS).

The

Company expects the acquisition to close on or about July 1, 2026, subject to the satisfaction of customary closing conditions and required

approvals.

Pre-Closing

Capital Advance

To

accelerate NOMAD’s commercial momentum ahead of the closing, LIXTE will loan $6.5 million to NOMAD prior to the anticipated closing

the transaction. The loan proceeds are intended to fund the procurement of long-lead components against NOMAD’s active order pipeline

and to support working capital as NOMAD scales manufacturing to meet accelerating customer demand. Deploying capital ahead of closing

is designed to ensure NOMAD can convert its growing backlog into delivered systems without interruption to its production cadence.

“Putting

capital to work now, ahead of closing, reflects our conviction in NOMAD’s platform and attempting to fulfill the demand we are

seeing,” said Geordan Pursglove, Chief Executive Officer of LIXTE Biotechnology Holdings, Inc. “This loan allows NOMAD to

keep pace with its order book and continue scaling without delay as we move toward completing the transaction.”

Corporate

Name and Ticker Symbol Change

Upon

closing, and subject to required approvals, the Company will be renamed NOMAD Power Solutions, Inc. and will begin trading on the Nasdaq

Stock Market under a new ticker symbol, to be announced. The new corporate identity reflects the Company’s singular focus on solving

the power-availability constraint facing utilities, industrial operators and the rapidly expanding data center market.

Purpose-Built

for the Data Center Era

NOMAD

operates mobile, utility-grade battery platform that has been utility-tested and validated for deployment alongside investor-owned utilities,

electric cooperatives, municipal utilities and large industrial energy users. The platform’s mobility allows megawatt-scale storage

to be deployed in real time mission critical environments when and where its needed .

In

the data center environments — where even momentary interruptions in power quality can disrupt mission-critical workloads —

this combination of utility-grade reliability, near-instantaneous response and rapid mobile deployment makes NOMAD’s platform uniquely

suited to the demands of AI compute and high-density data infrastructure.

As

artificial intelligence and data center buildout drive electricity demand at an unprecedented pace, NOMAD’s deployable architecture

provides operators a way to bring reliable, utility-grade power online in timeframes that fixed assets cannot match.

“NOMAD

has built over the last six years a mobile utility-grade BESS platform engineered to the standards that utilities and hyperscale operators

require,” said John Travaglini, Chief Executive Officer of NOMAD Transportable Power Systems. “The acceleration in demand

from AI infrastructure and data center customers confirms that deployable, utility-grade storage is becoming an essential layer of the

modern grid.”

About

NOMAD Transportable Power Systems

NOMAD

Transportable Power Systems is a market leader in deployable, utility-grade battery power infrastructure across North America and the

first company to bring a mobile, utility-grade 1 MW BESS to market. The Company’s UL 9540-validated platform serves utilities,

industrial operators, government agencies, critical infrastructure providers and emerging AI-driven applications through equipment sales,

rentals and Energy-as-a-Service offerings.

About

LIXTE Biotechnology Holdings, Inc.

LIXTE

Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical and med-tech company focused on new targets for cancer drug development

and developing and commercializing cancer therapies. LIXTE has demonstrated that LB-100, its lead compound and first-in-class lead clinical

PP2A inhibitor, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on published preclinical data,

LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with cancer. It

is part of a pioneering effort in an entirely new field of cancer biology – activation lethality – that is advancing a new

treatment paradigm. LIXTE’s novel approach is covered by a comprehensive patent portfolio, with proof-of-concept clinical trials

currently in progress for Ovarian Clear Cell Carcinoma, Metastatic Colon Cancer and Advanced Soft Tissue Sarcoma. Additional information

can be found at www.lixte.com.

Through

LIXTE’s wholly owned subsidiary, Liora Technologies Europe Ltd., the Company also is pioneering the development of electronically

controlled proton therapy systems for treating tumors in various types of cancers. Liora’s proprietary flagship technology, LiGHT

System, is believed to provide significant advantages over currently available technologies for treating tumors with proton therapy.

Additional information about Liora Technologies can be found at www.lioratechnologies.com.

Forward-Looking

Statements

The

foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933

and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not

relate solely to historical or current facts, including without limitation statements regarding the Company’s strategic priorities,

product development and business prospects, and the anticipated use of proceeds, and can be identified by the use of words such as “may,”

“will,” “expect,” “project,” “estimate,” “anticipate,” “plan,”

“believe,” “potential,” “should,” “continue” or the negative versions of those words

or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements

are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks

and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the

underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,

intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,

the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities

laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to

actual results.

info@lixte.com

General

Phone: (631) 830-7092; Investor Phone: (888) 289-5533

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Jun. 17, 2026

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830-7092

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Address Line 2 such as Street or Suite number

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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