8-K: Current report filing
Published on December 18, 2007
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): December 12, 2007
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
|
DELAWARE
|
000-51436
|
20-2903526
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
248
Route
25A, No. 2
East
Setauket, New York 11733
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: 631 942 7959
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))
1
Item
3.02 Unregistered Sales of Equity Securities
On
December 12, 2007, Lixte Biotechnology Holdings, Inc. (the “Company”) closed a
private placement pursuant to which the Company sold to accredited investors
1,000,000 shares of its Common Stock (the “Shares”) at a price of $0.65 per
share resulting in gross proceeds of $650,000. WestPark Capital, Inc.
(“WestPark”) acted as placement agent and received $65,000 in commissions and
$26,000 representing a non-accountable expense fee. The Company also issued
to
WestPark five year warrants to purchase up to 100,000 shares of the Company’s
Common Stock and five year incentive warrants to purchase up to an additional
20,000 shares, all such warrants to be exercisable at $0.65 per
Share.
The
Company has agreed to file a registration statement with the SEC covering
resale
of the Shares upon written request from holders who represent at least 50%
of
the Shares. The Company also granted to the holders piggyback registration
rights.
The
offer
and sale of the Shares sold were not registered under the Securities Act
of
1933, as amended (the “Act”) in reliance upon the exemption from registration
contained in Section 4(2) of the Act and Regulation D promulgated thereunder.
The Shares sold by the Company may not be reoffered or sold in the United
States
by the holders in the absence of an effective registration statement, or
exemption from the registration requirements, under the Act.
The
Company intends to use the net proceeds to pursue development of proprietary
compounds for the submission of an IND to the Food & Drug Administration for
a Phase I clinical trial, and for working capital.
Item
8.01 Other
Events
On
December 18, 2007, the Company issued a press release announcing the Company’s
private placement. A copy of the press release is attached as an exhibit
to this
Current Report on Form 8-K.
Item
9.01 Financial
Statements and Exhibits
|
Exhibit
No.
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Description
|
|
99.1
|
Press
release issued on December 18, 2007
|
2
SIGNATURE
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:
December 18, 2007
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LIXTE BIOTECHNOLOGY HOLDINGS, INC. | |
| |
|
|
|
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By: | /s/ John S. Kovach |
|
John S. Kovach, Chief Executive Officer |
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