8-K: Current report filing
Published on October 9, 2008
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): October 5, 2008
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
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On
October 5, 2008, the Company borrowed $100,000 from a consultant to the Company
pursuant to a demand promissory note. The principal balance bears interest
at
the rate of 5% per annum and is expected to be repaid from the proceeds of
a
private placement which the Company plans to undertake, although no assurance
can be given that the Company will be successful in completing the private
placement.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective
October 7, 2008, the Board of Directors elected Mel Sorensen as a new director.
Dr. Sorensen will receive options to purchase 200,000 shares of the Company’s
Common Stock at an exercise price of $0.50 per share. 12.5% of the options
vest
quarterly commencing on January 1, 2009. The term of the options is five
years
from the date of vesting of a particular tranche. Dr. Sorensen will also
receive
$40,000 payable in quarterly installments of $10,000 commencing on October
7,
2008 for acting in an advisory role for a period of one year in connection
with
the strategic development of the Company’s intellectual properties. Dr. Sorensen
is also eligible to receive a bonus at the sole discretion of the Board of
Directors.
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:
October 8, 2008
|
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
By:
/s/
John S. Kovach
John
S. Kovach, Chief Executive
Officer
|
3