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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): September 3, 2025 (September 1, 2025)
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 (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 |
||
| 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 (§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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
| (b) | Effective September 1, 2025, Rene Bernards, Regina Brown, and Bas van der Baan resigned from the Board of Directors of Lixte Biotechnology Holdings, Inc. (the “Company”). Their resignations were not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Dr. Bernard has been appointed as the Chairman of the Company’s Scientific Advisory Committee. Effective September 1, 2025, Bas van der Baan resigned as President of the Company (but remains as the Company’s Chief Scientific Officer) and Robert Weingarten has resigned as the Company’s Vice President and Chief Financial Officer. |
| (c) | Effective September 1, 2025, the Company appointed Geordan Pursglove as the company’s President as the result of Bas van der Baan’s resignation. |
Effective September 1, 2025, the Company appointed Peter Stazzone as the Company’s Chief Financial Officer. Mr. Stazzone is a senior finance and business development executive with over 20 years of experience in finance and operations management within start-ups, high-growth and multi-billion dollar organizations. Mr. Stazzone is an experienced board member in both the public and non-profit sectors. He earned his Master of Business Administration (Finance) from DePaul University and his Bachelor of Science (Accounting) from the University of Illinois. He also is a member of the American Institute of Certified Public Accountants. From 2021 to the present, Mr. Stazzone has acted as the Chief Financial Officer of Beyond Commerce, Inc., a publicly traded company operating in the Business-to-Business Internet Marketing Technology and Services, electric vehicles and logistics markets. From 2016 to 2021, Mr. Stazzone was the Chief Financial Officer of Strainz, Inc., a leading cannabis brand and manufacturing company operating in Colorado, Washington, and Nevada.
Mr. Stazzone’s appointment as Chief Financial Officer was pursuant to an Employment Agreement between Mr. Stazzone and the Company for a term of one year, automatically renewable for additional one-year periods unless terminated by either party upon 60 days’ written notice prior to the end of an applicable one year period. Under the Employment Agreement, the Company will pay Mr. Stazzone $150,000 annually, to be paid monthly. Such compensation may be increased from time to time in the sole discretion of the Company’s Board of Directors. In addition, Mr. Stazzone shall be eligible to receive an annual bonus as determined in the sole discretion of the Board of Directors in the form of cash or equity, or a combination thereof. Mr. Stazzone shall also be eligible to participate in the Company’s equity compensation program as determined by the Company’s Compensation Committee. Mr. Stazzone will also receive as an incentive to his agreeing to join the Company, options to purchase 50,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock as of the effective date. The options shall be for a term of 5 years, provide for cashless exercise, and shall vest 25% on the effective date of the Agreement, 25% on December 15, 2025, and 25% on March 15, 2026. Vesting of the options is subject to acceleration upon the occurrence of certain events. The options are granted outside the Company’s 2020 Stock Incentive Plan.
| (d) | Effective September 1, 2025, the Company appointed Lourdes Felix as a member of the Board of Directors and Chair of the Audit Committee and member of the Compensation Committee, and Guy Primus as a member of the Board of Directors and a member of the Audit Committee and Compensation Committee. In addition, current Board member Jason Sawyer was appointed as a member of the Audit Committee. |
| Item 8.01 | Other Events |
On September 3, 2025, the Company issued a press release regarding the appointment of two new Board Members and a new Chief Financial Officer. A copy of the press release is filed as Exhibit 99.1 hereto, and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (b) | There is filed as part of this report the exhibits listed on the accompanying index to 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: September 3, 2025 | LIXTE BIOTECHNOLOGY HOLDINGS, INC. |
| (Registrant) |
| By: | /s/ Geordan Pursglove | |
| Geordan Pursglove | ||
| Chairman of the Board and Chief Executive Officer |
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release regarding the appointment of two new Board Members and a new Chief Financial Officer dated September 3, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
Exhibit 99.1
LIXTE Biotechnology Holdings Appoints Two New Board Members
and New Chief Financial Officer
— Company Relocates Corporate Headquarters to Boca Raton —
Boca Raton, Fla., September 3, 2025 — LIXTE Biotechnology Holdings, Inc. (“LIXTE” or the “Company”) (Nasdaq: LIXT and LIXTW), a clinical-stage pharmaceutical company developing a new class of cancer therapy to enhance chemotherapy and immunotherapy, today announced that Lourdes Felix and Guy Primus have joined the Company’s Board of Directors, and Peter Stazzone has been named Chief Financial Officer.
The Company also announced that it has relocated its corporate headquarters to Boca Raton.
The new board members succeed Bas van der Baan, who remains Chief Scientific Officer of LIXTE, and René Bernards, PhD, who has been named Chairman of LIXTE’s Scientific Advisory Board. Stazzone succeeds Robert Weingarten, who has left the Company to pursue other interests.
“We are thrilled to welcome Peter, Lourdes and Guy to the LIXTE family,” said Geordan Pursglove, who became LIXTE’s Chairman and Chief Executive Officer in June 2025. “They each bring exceptional expertise, fresh perspective, and a deep commitment that will strengthen the Company as it evaluates new business opportunities. We are fortunate that Bas and René will continue to be part of our team, focusing their attention on further development of the Company’s proprietary compound, LB-100, and LIXTE’s mission of developing and delivering effective solutions to patients battling cancer.
“The move of our corporate offices to Florida enhances our ability to operate efficiently in a business-friendly environment that reduces costs and is in keeping with our commitment to creating long-term value for shareholders,” Pursglove added.
As CFO, Stazzone brings to LIXTE more than 20 years of relevant financial management experience in publicly traded and privately owned companies, where he has been instrumental in guiding corporate transformations, including M&A, raising capital, implementing financial controls, and managing the public company reporting process. He has served as CFO for several companies, including Beyond Commerce, Inc., Strainz, Inc. and Voice Telecom.
Felix becomes Chair of LIXTE’s Audit Committee, succeeding Regina Brown, who retired from LIXTE’s Board of Directors. With more than 30 years of experience in management, corporate finance and public accounting, Felix currently is Chief Executive Officer, Chief Financial Officer and a Director of BioCorRx, Inc., a publicly traded company that develops and provides programs for substance abuse and related disorders. She has been with BioCorRx since 2012 and also is a director of three other publicly traded companies listed on Nasdaq.
Primus is a business and innovation leader with a 30-year track record of shaping strategy and driving growth in technology-driven organizations. He served as CEO and co-founder of The Virtual Reality Company and has led other tech-driven enterprises as CEO or COO. He previously held senior positions at Starbucks and Microsoft, is inventor on several technology patents, and chaired Georgia Tech’s School of Industrial and Systems Engineering Advisory Board, a program globally recognized for leadership in health systems.
About LIXTE Biotechnology Holdings, Inc.
LIXTE Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical company focused on new targets for cancer drug development and developing and commercializing cancer therapies. LIXTE has demonstrated that its first-in-class lead clinical PP2A inhibitor, LB-100, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on extensive published preclinical data (see www.lixte.com), LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with cancer.
LIXTE’s lead compound, LB-100, 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 new approach is covered by a comprehensive patent portfolio. Proof-of-concept clinical trials are currently in progress for Ovarian Clear Cell Carcinoma, Metastatic Colon Cancer and Advanced Soft Tissue Sarcoma. Additional information about LIXTE can be found at www.lixte.com.
Forward-Looking Statement Disclaimer
This announcement contains certain 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. For example, statements regarding the Company’s financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future activities, including the continuing development of proprietary compounds, the planning, funding, coordination and potential results of clinical trials, the patent and legal costs to protect and maintain the Company’s intellectual property worldwide, and the Company’s ability to maintain compliance with Nasdaq’s continued listing requirements, are all forward-looking statements. These statements are generally accompanied by words such as “intend,” anticipate,” “believe,” “estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,” “expect” or the negative of such terms or other comparable terminology.
The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, available cash resources, research results, competition from other similar businesses, and market and general economic factors.
Readers are urged to read the risk factors set forth in the Company’s filings with the United States Securities and Exchange Commission at https://www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For more information about LIXTE, contact:
info@lixte.com
General Phone: (631) 830-7092; Investor Phone: (888) 289-5533
or
PondelWilkinson Inc. Investor Relations pwinvestor@pondel.com
Roger Pondel: (310) 279-5965; Laurie Berman: (310) 279-5962