Published on March 13, 2007
March
12,
2007
Via
Federal Express & Edgar
Russell
Mancuso, Branch Chief
Securities
and Exchange Commission
Mail
Stop
6010
Division
of Corporation Finance
100
F
Street, N.E.
Washington,
D.C. 20549-0406
| Re: |
Lixte
Biotechnology Holdings, Inc.
|
Amendment
No. 2 to Form SB-2
Filed
January 23, 2007
File
No. 333-137208
Dear
Mr.
Mancuso:
This
is
in response to your comment letter dated February 7, 2007. We are
concurrently filing herewith Amendment No. 3 to Form SB-2.
Amendment
No. 2 to Form SB-2
|
1.
|
Due
to your name change, when you use the shortened name “Lixte” throughout
your document, it is unclear whether you are referring to your
company or
the company you acquired in the reverse merger. Please revise throughout
your document so your disclosure is clear from
context.
|
Company
Response
We
have
added a sentence in the Company Overview section indicating that references
to
“Lixte” are to the Company’s operating subsidiary. We have made conforming
changes in the document.
Shares
Eligible for Future Sale, page 16
|
2.
|
If
the “former stockholder of Lixte” to which you issued all of the shares in
the reverse merger is your CEO, please say so directly here and
each place
in your document where you refer to issuing shares in the reverse
merger.
|
Company
Response
We
have
done so.
Russell
Mancuso, Branch Chief
Securities
and Exchange Commission
March 12,
2007
Page
2
Business,
page 28
Intellectual
Property, page 29
|
3.
|
Your
revision in response to prior comment 7 continues to summarize
the opinion
of an expert. Therefore, we reissue the
comment.
|
Company
Response
We
have
modified the entire disclosure and deleting any reference to patent
counsel.
|
4.
|
We
note your response to comment 6. That comment sought disclosure
of the
material terms of the agreement you were negotiating with the NIH
relating
to commercial rights to certain inventions. Your added disclosure
under
“Access to Clinical Materials” appears to relate to a different agreement.
We reissue comment 6 in our letter to you dated December 15,
2006.
|
Company
Response
We
had
previously referenced discussions relating to the filing of a PCT patent
application and a non-provisional US patent application. Those applications
have
now been filed.
Government
Regulation, page 34
|
5.
|
We
note your added disclosure in response to prior comment 8. Please
expand your disclosure to clarify the nature, extent and duration
of the
FDA approval process.
|
Company
Response
We
have
expanded the disclosure to reflect the comment.
Scientific
Advisory Committee, page 37
|
6.
|
We
note your response to prior comment 10; however, this disclosure
continues to appear in the section of your prospectus where you
discuss
your management. Therefore, we reissue the
comment.
|
Company
Response
We
respectfully disagree. The disclosure regarding the advisory committee is
in a
separate section from the “Management” section, and, additionally, the
discussion specifically refers to the Committee as “not part of
management.”
Russell
Mancuso, Branch Chief
Securities
and Exchange Commission
March 12,
2007
Page
3
Executive
Compensation, page 38
|
7.
|
Please
update your disclosure to include all required executive compensation
information for your last completed fiscal year. Please ensure
that your
updated disclosure is in compliance with Release
No. 33-8732A.
|
Company
Response
No
individual received any compensation for the last completed fiscal year.
In
accordance with the instructions to Item 402 to Regulation S-B no table is
required. We have added a table for the outside director options.
Security
Ownership, page 39
|
8.
|
We
note the disclaimer in footnote 2. If securities are beneficially
owned as
defined in Regulation S-B Item 403, you must include them in the
table,
even if ownership is disclaimed. Please
revise.
|
Company
Response
We
have
added the warrant shares to the table.
Selling
Stockholders, page 41
|
9.
|
We
note your response to prior comment 40 and reissue the comment.
Please see
telephone interpretation 4S under Regulation S-K in the Manual
of Publicly Available Telephone Interpretations
(March 1999 Supplement) available on our website. If you cannot
provide
the required information regarding the individuals who beneficially
own
the shares held by the entities listed in the table, those entities
should
be removed as selling shareholders and the related shares should
be
removed from the registration
statement.
|
Company
Response
We
have
added the information as to beneficial ownership.
Financial
Statements
|
10.
|
We
note your response to prior comment 14. However, if the financial
statements need to be “read in conjunction with” disclosure in a
Form 8-K, it is unclear how the disclosure in this registration
statement is complete without inappropriate incorporation by
reference.
|
Russell
Mancuso, Branch Chief
Securities
and Exchange Commission
March 12,
2007
Page
4
Company
Response
We
have
taken out the phrase.
Recent
Sales of Unregistered Securities, page II-2
|
11.
|
We
note your response to comment 17. Please
explain:
|
|
·
|
Why
you have not disclosed in Item 26 (Recent Sales of Unregistered
Securities) the May 17, 2006 transaction mentioned in Appendix
B;
|
|
·
|
Why
over four million shares were returned in the reverse merger;
and
|
|
·
|
Why
you issued the 4,005,177 shares in the reverse
merger.
|
Company
Response
We
have
added the securities listed in the May 17, 2006 transaction. With respect
to the
4,005,177 shares, none of the shares were returned; they were retained by
the
existing shareholders.
Undertakings,
page II-4
|
12.
|
We
note your response to prior comment 18. However, because the selling
stockholders might engage in transactions that indicate that they
are in
substance primary transactions, you should include the undertaking.
Therefore, we reissue the comment.
|
Company
Response
While
we
respectfully disagree that any sales by any of the stockholders might be
deemed
primary transactions, we have added the requested undertaking.
Exhibits
|
13.
|
Please
file complete exhibits with all attachments. For example, it appears
that
Appendix A is missing from exhibit
10.2.
|
Company
Response
We
have
filed Appendix A.
Russell
Mancuso, Branch Chief
Securities
and Exchange Commission
March 12,
2007
Page
5
Please
address any additional comments or questions to the undersigned at (310)
789-1290.
Sincerely,
/s/
David
L. Ficksman
David
L.
Ficksman
of
Troy
& Gould