8-K: Current report filing
Published on March 3, 2009
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): March 2, 2009
LIXTE
BIOTECHNOLOGY HOLDINGS, INC.
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DELAWARE
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000-51436
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20-2903526
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act of 1933 (17
CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.02 Unregistered Sales of Equity Securities
On March
2, 2009, Lixte Biotechnology Holdings, Inc. (the “Company”) had a second closing
of a new private placement pursuant to which the Company sold to accredited
investors 262,000 Units, each Unit consisting of one share of its Common Stock
(a “Share”) and one five year warrant (a “Warrant”) to purchase a Share on a
cashless exercise basis at an exercise price of $0.50 per Share. The
purchase price of a Unit was $0.50 resulting in gross proceeds of
$131,000. WestPark Capital, Inc. (“WestPark”) acted as placement
agent and received $13,100 in commissions and $5,240 representing a
non-accountable expense fee. The Company also will issue to WestPark
five year warrants to purchase up to 26,200 shares of the Company’s Common Stock
and five year incentive warrants to purchase up to an additional 5,240 shares,
all such warrants to be exercisable at $0.50 per Share.
The
Company has agreed to include the Shares and those issuable upon exercise of the
Warrants requested by the holders to be so included in any registration
statement with the SEC permitting the resale of such securities subject to
customary cutbacks.
The Units
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,
Warrants and Shares issuable upon the exercise of the Warrants 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
of 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.
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.
| LIXTE BIOTECHNOLOGY HOLDINGS, INC. | |||
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Date: March
2, 2009
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By:
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/s/ John S. Kovach | |
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John
S. Kovach, Chief Executive Officer
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