SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 1, 2010
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
Lixte
Biotechnology Holdings, Inc.
(Name of
Issuer)
Common
Stock, $0.0001 par value per share
(Title of Class of Securities)
539319 10
3
(CUSIP Number)
January
20, 2010
(Date of
Event Which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
ý Rule
13d-1(c)
¨ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall not be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
NO. 539319 10 3
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Page 2
of 6 Pages
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1.
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NAMES
OF REPORTING PERSONS.
Gil
N. Schwartzberg
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
[ ]
(b)
[X]
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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|||||
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5.
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SOLE
VOTING POWER
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3,494,700
(1)
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6.
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SHARED
VOTING POWER
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3,334,000
(2)
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7.
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SOLE
DISPOSITIVE POWER
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3,494,700
(1)
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8.
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SHARED
DISPOSITIVE POWER
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3,334,000
(2)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
6,828,700
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
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[ ]
|
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.2%
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12.
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TYPE
OF REPORTING PERSON
IN
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1
Includes: (1) 994,700 shares of common stock, (2) warrants to purchase up to
1,000,000 shares of common stock and (3) options to purchase up to 1,500,000
shares of common stock pursuant to a consulting agreement, as amended, between
Mr. Schwartzberg and the Issuer.
2
Includes: (1) 1,334,000 shares of common stock and (2) warrants to purchase up
to 2,000,000 shares of common stock.
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CUSIP
NO. 539319 10 3
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Page 3
of 6 Pages
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1.
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NAMES
OF REPORTING PERSONS.
Debbie
Schwartzberg
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|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
[ ]
(b)
[X]
|
|
|
3.
|
SEC
USE ONLY
|
||||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
||||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
|||||
|
5.
|
SOLE
VOTING POWER
|
3,504,845
(1)
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|||
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6.
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SHARED
VOTING POWER
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3,334,000
(2)
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|||
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7.
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SOLE
DISPOSITIVE POWER
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3,504,845
(1)
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|||
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8.
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SHARED
DISPOSITIVE POWER
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3,334,000
(2)
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
6,838,845
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES
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[ ]
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|||
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.4%
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12.
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TYPE
OF REPORTING PERSON
IN
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1 Includes:
(1) 1,504,845 shares of common stock and (2) warrants to purchase up to
2,000,000 shares of common stock.
2
Includes: (1) 1,334,000 shares of common stock and (2) warrants to purchase up
to 2,000,000 shares of common stock.
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CUSIP
NO. 539319 10 3
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Page 4
of 6 Pages
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Item
1(a).
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Name
of Issuer.
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The name
of the issuer is Lixte Biotechnology Holdings, Inc. (the “Issuer”).
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Item
1(b).
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Address
of Issuer’s Principal Executive
Offices.
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The
address of the Issuer’s principal executive office is 248 Route 25A, No. 2, East
Setauket, New York 11733.
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Item
2(a).
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Name
of Person Filing.
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The names
of the individuals are Gil N. Schwartzberg and Debbie Schwartzberg (each a
“Reporting Person” and, collectively, the “Reporting Persons”). The Reporting
Persons are husband and wife and hold the shares reported in Rows 5 & 7 of
their respective cover pages as separate property.
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Item
2(b).
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Address
of Principal Business Office, or, if None,
Residence.
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The
address of Gil N. Schwarzberg is 269 South Beverly Drive, No. 1315, Beverly
Hills, California 90212.
The
address of Debbie Schwarzberg is 269 South Beverly Drive, No. 1315, Beverly
Hills, California 90212.
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Item
2(c).
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Citizenship.
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Gil N.
Schwartzberg is a United States citizen.
Debbie
Schwartzberg is a United States citizen.
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Item
2(d).
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Title
of Class of Securities.
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The title
of the class of securities to which this statement relates is the common stock
of the Issuer, $0.0001 par value per share (the “Common Stock”).
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Item
2(e).
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CUSIP
No.
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The CUSIP
number is 539319103.
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check
Whether the Person Filing is
a:
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(a)
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[ ]
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Broker
or dealer registered under Section 15 of the
Act
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(b)
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[ ]
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Bank
as defined in Section 3(a)(6) of the
Act
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(c)
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[ ]
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Insurance
Company as defined in Section 3(a)(19) of the
Act
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(d)
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[ ]
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Investment
Company registered under Section 8 of the Investment Company Act of
1940
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(e)
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[ ]
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Investment
Adviser registered under section 203 of the Investment Advisers Act of
1940
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CUSIP
NO. 539319 10 3
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Page 5
of 6 Pages
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(f)
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[ ]
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Employee
Benefit Plan, Pension Fund which is subject to the provisions of the
Employee Retirement Income Security Act of 1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F)
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(g)
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[ ]
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Parent
Holding Company, in accordance with Rule 13d-1(b)(1)(ii)(G) (Note: See
Item 7)
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(h)
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[ ]
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(H).
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Item
4.
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Ownership.
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The
information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the
cover pages and is incorporated herein by reference.
As of
January 20, 2010, Gil N. Schwartzberg was the beneficial owner of 6,828,700
shares of Common Stock. Mr. Schwartberg owns approximately 18.2% of
the shares of Common Stock outstanding, based on the assumption that the Issuer
had 33,077,178 shares of Common Stock outstanding, which is the sum of the
29,502,178 shares reported to be outstanding on the Issuer’s Form 10-Q for the
quarterly period ended September 30, 2009 and the 3,375,000 shares of Common
Stock sold in Issuer’s private placement on January 20, 2010. Mr.
Schwartzberg has the sole power to vote, or to direct the vote of, and to
dispose of, or to direct the disposition of, 3,494,700 shares.
As of
January 20, 2010, Debbie Schwartzberg was the beneficial owner of 6,838,845
shares of Common Stock. Mr. Schwartberg owns approximately 18.4% of
the shares of Common Stock outstanding, based on the assumption that the Issuer
had 33,077,178 shares of Common Stock outstanding, which is the sum of the
29,502,178 shares reported to be outstanding on the Issuer’s Form 10-Q for the
quarterly period ended September 30, 2009 and the 3,375,000 shares of Common
Stock sold in Issuer’s private placement on January 20, 2010. Ms.
Schwartzberg has the sole power to vote, or to direct the vote of, and to
dispose of, or to direct the disposition of, 3,504,845 shares.
The
3,334,000 shares reported in Rows 6 & 8 are held in two separate trusts,
with respect to which Mr. Schwartzberg and Ms. Schwartzberg are co-trustees. The
first trust holds 684,000 shares of common stock and warrants to purchase up to
1,000,000 shares of common stock. The second trust holds 650,000
shares of common stock and warrants to purchase up to 1,000,000 shares of common
stock. Mr. Schwartzberg and Ms. Schwartzberg share the power to vote, or to
direct the vote of, and to dispose of, or to direct the disposition of, the
3,334,000 shares held by the two trusts.
Each
Reporting Person disclaims beneficial ownership, as such term is defined under
Rule 13d-3, of the securities reported by the other Reporting Person in Rows 5
& 7 of the respective cover pages.
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Item
5.
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Ownership
of Five Percent or Less of a Class.
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If this
Schedule is being filed to report the fact that as of the date hereof the
Reporting Person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [ ].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding
Company.
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Not
Applicable.
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CUSIP
NO. 539319 10 3
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Page 6
of 6 Pages
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
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Item
10.
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Certifications.
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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Dated: January
29, 2010
/s/ Gil N.
Schwartzberg
Gil
N. Schwartzberg
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Dated: January
29, 2010
/s/ Debbie
Schwartzberg
Debbie
Schwartzberg
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