LIXTE BIOTECHNOLOGY HOLDINGS, INC. 8-K

What Happened

• Lixte Biotechnology Holdings, Inc. announced an Amended and Restated Share Exchange Agreement (A&R Agreement) dated March 6, 2026 and effective as of November 21, 2025. The A&R Agreement consolidates and clarifies earlier transaction documents among Lixte, its subsidiary Liora Technologies Europe Ltd. (Liora), and Orbit Capital Inc. (Orbit).
• The amendment integrates the Original Share Exchange Agreement (Nov 21, 2025), a Termination Letter (Dec 16, 2025) that ended a Royalty Agreement with Orbit, and a Post-Closing Share Exchange Agreement (Dec 30, 2025) under a single, consistent agreement. The A&R Agreement is filed as Exhibit 10.1 to the 8-K.

Key Details

• Under the Original SEA, Lixte acquired 100% of Liora and issued 2,700 shares of its Series C Preferred Stock.
• On Dec 16, 2025 Lixte and Orbit terminated the prior Royalty Agreement.
• On Dec 30, 2025 Orbit exchanged the 2,700 Series C Preferred shares for 700,000 shares of Lixte common stock and reacquired a 20% ownership interest in Liora.
• The A&R Agreement makes the parties’ agreed ownership structure and related transactions effective as of Nov 21, 2025 and consolidates those earlier documents.

Why It Matters

• The filing clarifies and consolidates ownership and contractual arrangements among Lixte, Liora and Orbit, removing ambiguity about when and how the prior transactions took effect.
• Material items for investors: elimination of the prior royalty arrangement with Orbit, transfer of preferred shares into 700,000 common shares, and Orbit’s reacquisition of a 20% stake in Liora — all of which change the capital/ownership picture and could affect share count and related rights.
• Investors should review the A&R Agreement (Exhibit 10.1) for full terms and any implications for governance, dilution, or future royalty/revenue arrangements.