8-K
LIXTE BIOTECHNOLOGY HOLDINGS, INC. (LIXT)
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): December 8, 2025
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| delaware | 001-39717 | 20-2903526 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> 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<br> communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of Each Class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.0001 per share | LIXT | The<br> 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 5.07. Submission of Matters to a Vote of Security Holders.
On December 8, 2025, Lixte Biotechnology Holdings, Inc. (the “Company”), held its Annual Meeting. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
| 1. | The<br> election of five directors, each to serve until the Company’s 2026 annual meeting of stockholders and until their respective<br> successors are duly elected and qualified. The nominees for election were Geordan Pursglove, Jason Sawyer, Dr. Michael Holloway,<br> Lourdes Felix and Guy Primus; |
|---|---|
| 2. | The<br> ratification of the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm<br> for the fiscal year ending December 31, 2025; and |
| --- | --- |
| 3. | The<br> approval of the amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder from<br> 2.75 million to 3.5 million. |
| --- | --- |
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 3,117,339 of the 5,635,467 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | The<br> stockholders approved the election of each of the director nominees to serve until the 2026 annual meeting of stockholders and until<br> their respective successors are duly elected and qualified, which required the affirmative vote of the majority of shares of stock<br> present, in person or by proxy, and entitled to vote. The voting results were as follows: | ||
|---|---|---|---|
| For | Withheld | Broker<br> Non-Votes | |
| --- | --- | --- | --- |
| Geordan Pursglove | 1,935,249 | 125,366 | 1,056,724 |
| Jason Sawyer | 1,926,055 | 134,560 | 1,056,724 |
| Dr. Michael Holloway | 2,014,413 | 46,202 | 1,056,724 |
| Lourdes Felix | 1,926,094 | 134,521 | 1,056,724 |
| Guy Primus | 2,014,404 | 46,211 | 1,056,724 |
| 2. | The<br> stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting<br> firm for the fiscal year ending December 31, 2025, which required the affirmative vote of the majority of shares of stock present,<br> in person or by proxy, and entitled to vote. The voting results were as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker<br> Non-Votes |
| --- | --- | --- | --- |
| 3,080,890 | 36,370 | 79 | N/A |
| 3. | The<br> stockholders approved the amendment of the 2020 Plan which required the affirmative vote of the majority of shares of stock present,<br> in person or by proxy, and entitled to vote. The voting results were as follows: | ||
| --- | --- | ||
| For | Against | Abstain | Broker<br> Non-Votes |
| --- | --- | --- | --- |
| 1,984,980 | 74,134 | 1500 | 1,056,724 |
Item9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 10.1 | Amendment to the Lixte Biotechnology Holdings, Inc. 2020 Stock Incentive Plan (Incorporated by reference to Annex A to Schedule DEF 14A filed with the SEC on October 27,2025). |
| 104 | Cover<br> 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: | December 11, 2025 | LIXTE<br> BIOTECHNOLOGY HOLDINGS, INC. | |
|---|---|---|---|
| (Registrant) | |||
| By: | /s/ Geordan Pursglove | ||
| Geordan<br> Pursglove | |||
| Chairman<br> of the Board and Chief Executive Officer |