10KSB/A: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]
Published on August 21, 2007
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-KSB/A
|
x
|
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
For
the fiscal year ended December 31,
2006
|
|
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from ______ to
______
|
Commission
file number: 000-51476
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
(Name
of
small business issuer in its charter)
|
Delaware
|
20-2903526
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
|
|
248
Route 25A, No. 2
East
Setauket, New York
|
11733
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Issuer’s
telephone number: (631)
942-7959
Securities
registered under Section 12(b) of the Act: None.
Securities
registered under Section 12(g) of the Act: Common Stock.
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o
Check
whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the issuer was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes
x No o
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to the best of the registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes o No x
Issuer’s
revenues for its fiscal year ended December 31, 2006: $0
Aggregate
market value of the common stock held by non-affiliates of the Issuer as of
March 15, 2007 was approximately $0.
There
were 26,582,183 shares of the Company’s common stock outstanding on March 15,
2007.
Transitional
Small Business Disclosure Format: Yes o No x
Explanatory
Note
We
are
filing this Amendment to Form 10-KSB to modify the table in Item 11 “SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” to delete the disclaimer
by Richard Rappaport of beneficial ownership with respect to 426,626 shares
issuable upon exercise of warrants issued to WestPark Capital, Inc.
ITEM
11. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND
MANAGEMENT
The
following table sets forth, as of January 15, 2007, certain information
regarding beneficial ownership of our common stock by (i) each person or entity
who is known by us to own beneficially more than 5% of the outstanding shares
of
common stock, (ii) each of our directors, and (iii) all directors and executive
officers as a group. As of January 15, 2007, there were 26,582,183 shares of
our
common stock issued and outstanding. In computing the number and percentage
of
shares beneficially owned by a person, shares of common stock that a person
has
a right to acquire within sixty (60) days of January 15, 2007, pursuant to
options, warrants or other rights are counted as outstanding, while these shares
are not counted as outstanding for computing the percentage ownership of any
other person. Unless otherwise indicated, the address for each stockholder
listed in the following table is c/o SRKP 7, Inc., 248 Route 25A, No. 2, East
Setauket, New York 11733. This table is based upon information supplied by
directors, officers and principal stockholders and reports filed with the
Securities and Exchange Commission.
|
Name
and Address of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class
|
|||||
|
Officers,
Directors and 5% stockholders
|
|||||||
|
Dr.
John S. Kovach
248
Route 25A, No. 2
East
Setauket, New York 11733
|
17,021,786
|
64.03
|
%
|
||||
|
Dr.
Philip F. Palmedo
248
Route 25A, No. 2
East
Setauket, New York 11733
|
256,666
|
(1) |
0.96
|
%
|
|||
|
Richard
Rappaport(2)
1900
Avenue of the Stars
Los
Angeles, California 90067
|
1,581,471
|
5.85
|
%
|
||||
|
All
Officers and directors as a group (two persons)
|
17,278,452
|
(1) |
64.37
|
%
|
|||
(1) Includes
options to purchase an aggregate of 256,666 shares of common stock, which are
immediately exercisable.
(2) Mr.
Rappaport served as the Company's President from May 2005 until June 30, 2006.
Mr. Rappaport is the Chief Executive Officer of WestPark Capital Inc. The number
in the table includes 426,626 shares of our common stock issuable upon the
exercise of warrants issued to WestPark Capital, Inc.
SIGNATURES
In
accordance with Section 13 and 15(d) of the Securities Exchange Act of 1934,
the
Registrant caused this Amendment to Report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
|
||
| |
|
|
| Date: August 21, 2007 | By: | /s/ John S. Kovach |
|
Name: John S. Kovach |
||
| Title: Chief Executive Officer | ||
In
accordance with the Securities Exchange Act of 1934, this Amendment to Report
has been signed below by the following persons on behalf of the Registrant
in
the capacity and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
||
|
/s/
John S. Kovach
|
|
Chief
Executive Officer, Principal Financial Officer,
|
|
August
21, 2007
|
|
John
S. Kovach
|
|
Principal
Accounting Officer and Director
|
|
|
|
|
|
|