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Published on May 14, 2007
File
No. 2392-1
May
11,
2007
Via
Fax ((202) 772-9218) and Edgar
Mr. Russell
Mancuso
Branch
Chief
United
States Securities and Exchange Commission
Office
of
Emerging Growth Companies
Mail
Stop
3561
100
F
Street, N.E.
Washington,
D.C. 20549
|
Re:
|
Lixte
Biotechnology Holdings, Inc.
|
| Amendment No. 5 to Form SB-2 |
| Filed May 5, 2007 |
| File No. 333-137208 |
Dear
Mr. Mancuso:
Confirming
our telephone conversation, we respond to your comments as follows:
| 1. |
Status
of Form 10Q-SB filing for the quarter ended March 31,
2007.
|
Response
Currently
the financial statements and notes are being reviewed by the Company’s outside
accountants. The Company continued to conduct its research and development
business activities during the three months ended March 31,
2007. Transactions during the three months ended March 31, 2007,
all within the scope of the Company's previously described business
activities and transactions, included the recording of an advance on
research and development costs of $200,000 and a related current liability
under
the CRADA, and a charge to operations of $31,000 for the fair value of a
fully-vested, non-forfeitable stock option issued under a services agreement
during the period.
| 2. |
Opinion
letter comments:
|
Response
This
will
confirm that the reference in our opinion to the Delaware General Corporation
Law includes all applicable provisions of the Delaware Constitution. We also
confirm that our reference to “Shares” includes all the shares covered by the
Registration Statement and that all of such shares are currently
outstanding.
Mr. Russell
Mancuso
May
11,
2007
Page
2
| 3. |
Status
of “December 2006 Agreement.”
|
Response
We
now
understand that your inquiry was as to the status of the proposed license
agreement between NINDS, NIH and the Company. As disclosed in Amendment
No. 5 the Company has received a form of proposed license agreement and
intends to negotiate the economic terms.
* * *
We
are
concurrently attaching herewith a request for acceleration.
All
questions and comments regarding the foregoing should be addressed to me at
(310) 789-1290.
| Very truly yours, | ||
| /s/ David L. Ficksman |
DLF/wp
| cc: | John Kovach, M.D. |
| Dale Campbell | |
| Robert Weingarten | |
|
Eduardo
Aleman
|