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): March 18, 2026
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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
On March 18, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), and Geordan Pursglove, the Company’s Chief Executive Officer (the “CEO”), entered into an Amendment to the Employment Agreement (the “Amendment”). The original employment agreement (the “Employment Agreement”) between the Company and the CEO was entered in on June 16, 2025.
Pursuant to the Amendment, the CEO’s annual base salary was increased from $240,000 to $360,000 effective as of January 1, 2026. The Amendment was approved by the Company’s Compensation Committee and Board of Directors.
The Amendment is being filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed herewith as Exhibit 10.1.
Item9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith.
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 10.1 | Amendment to Employment Agreement dated March 18, 2026, between Lixte Biotechnology Holdings. Inc., and Geordan Purglove. |
| 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:<br> March 20, 2026 | LIXTE<br> BIOTECHNOLOGY HOLDINGS, INC. | |
|---|---|---|
| (Registrant) | ||
| By: | /s/Geordan Pursglove | |
| Geordan<br> Pursglove | ||
| Chairman<br> of the Board and Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO THE EMPLOYMENT AGREEMENT (this “Amendment”) is dated as of March 18, 2026 (the “Amendment EffectiveDate”) by and between LIXTE BIOTECHNOLOGY HOLDINGS, INC., a Delaware corporation (the “Company”), and Mr. Geordan Pursglove (the “Employee”). The Company and the Employee are a (“Party”) to this Amendment, and one or more of them, as the context shall require, are the “Parties” hereto.
WHEREAS, the Parties entered into an Employment Agreement, dated June 16, 2025 (the “Agreement”) and are duly performing the Agreement pursuant to its terms and conditions.
WHEREAS, the Company seeks to increase Employee’s base annual salary from $240,000 to $360,000 (“BaseSalary Increase”);
WHEREAS, the Parties now desire to amend and modify the Agreement to reflect the Base Salary Increase as provided in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and in connection herewith (the adequacy and sufficiency of which are hereby expressly acknowledged by the Parties), the Parties hereby agree as follows:
| 1. | Definitions**.**<br> Unless otherwise defined herein, capitalized terms used herein shall have the same meanings<br> ascribed in the Agreement. |
|---|---|
| 2. | Modifications.<br> Section 2. A. of<br> Exhibit A is hereby amended by deleting it in its entirety and replacing it with the following<br> provision below: |
| --- | --- |
“A. Effective as of the date of this Agreement, March 18, 2026 (the “Effective Date”), and applied retroactively to January1, 2026, the Company shall pay Employee an annual salary of $360,000, payable in monthly installments. The initial payment shall include a catch-up amount covering the period from January 1, 2026 through the Effective Date. Such compensation may be increased from time to time in the sole discretion of the Board of Directors and, at the election of Employee, may be payable in cash and/or restricted shares of common stock based on the closing price of the Company’s common shares as of the date of payment, or a combination thereof. In addition, Employee shall be eligible to receive an annual bonus as determined in the sole discretion of the Board of Directors, payable in cash, equity, or a combination thereof. In addition to the stock option grant described under Paragraph B below, Employee shall also be eligible to participate in the Company’s equity compensation program as determined from time to time by the Company’s Board of Directors. All amounts payable to Employee hereunder shall be net of any applicable withholding taxes. Any state or federal withholding taxes payable by the Company as a result of the Employee’s election to receive compensation in restricted shares of common stock shall be reimbursed by the Employee to the Company, either in cash or in restricted shares of common stock.
| 3. | Conflict**.** In the<br> event of any conflict or inconsistency between the provisions of the Agreement and the provisions<br> of this Amendment, this Amendment shall prevail and control with respect to such conflict<br> or inconsistency. Otherwise, except as specifically set forth in this Amendment, all of the<br> terms and conditions of the Agreement are hereby ratified, affirmed and remain in full force<br> and effect. Any references to the Agreement on and after the Amendment Effective Date shall<br> include therein the modifications to the Agreement as are set forth in this Amendment. |
|---|---|
| 4. | Entire Agreement**.** This<br> Amendment is the sole and complete agreement between the Parties with respect to the subject<br> matter hereof and supersedes and merges all prior understandings, writings, proposals, promises,<br> representations, or communications (whether oral, written, implied or otherwise), of either<br> Party relating to the subject matter addressed within this Amendment. |
| --- | --- |
| 5. | Miscellaneous**.** This<br> Amendment may be executed in any number of counterparts (all of which shall be considered<br> one and the same agreement) and by original signatures of the Parties exchanged via facsimile<br> or electronic transmission. No modification of this Amendment or any other document related<br> thereto, or any waiver of rights under any of the foregoing, shall be effective unless made<br> by supplemental agreement, in writing, executed by the Parties. Section headings used herein<br> are for convenience only and shall be of no substance in interpreting this Amendment. |
| --- | --- |
IN WITNESS WHEREOF, the parties hereto, each of which is duly authorized to enter into this Amendment, have executed this Amendment, which shall be deemed effective as of the Amendment Effective Date.
| EMPLOYEE: | |
|---|---|
| /s/Geordan Pursglove | |
| Name: | Geordan<br> Pursglove |
| LIXTE<br> BIOTECHNOLOGY HOLDINGS, INC. | |
| By: | /s/Peter Stazzone |
| Name: | Peter<br> Stazzone |
| Title: | CFO |