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): ~~February~~March 126, 2026

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

delaware

001-39717

20-2903526

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

433 Plaza Real, Suite 275

Boca Raton, Florida 33432

(Address of principal executive offices)

(631) 830-7092

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		LIXT		The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On ~~February~~March 126, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Liora Technologies Europe Ltd, a subsidiary of the Company (“Liora”) and ~~Sidney~~Orbit ~~Bruan~~Capital ~~(the~~Inc., (“~~Consultant~~Orbit”), entered into an ~~Allocation~~Amended ~~Deed~~and Restated Share Exchange Agreement with an effective date of November 21, 2025 (the ~~“Deed”~~A&R Agreement). In ~~conjunction~~The ~~with~~A&R Agreement amends and restates certain terms of the ~~Deed,~~Share Exchange onAgreement ~~February~~entered ~~13,~~into ~~2026,~~among the Company, Liora and ~~the~~Orbit ~~Consultant~~Capital ~~entered~~on ~~into~~November a21, ~~Consultancy~~2025 ~~Agreement~~ (the “~~Consultancy Agreement~~Original SEA”).

~~Pursuant~~In toconnection with the ~~Consultancy~~Original ~~Agreement~~SEA, the ~~Consultant~~Company ~~will~~had beacquired ~~appointed~~100% toof ~~the~~Liora ~~board~~and ofin ~~directors~~connection oftherewith ~~Liora~~had ~~and~~issued as2,700 ~~Liora’s~~shares ~~Chief~~of ~~Executive~~its Series ~~Officer.~~C ~~The~~Preferred ~~Consultant~~Stock ~~will~~and beentered ~~paid~~into a ~~signing~~Royalty ~~bonus~~Agreement ofwith ~~GBP~~Orbit ~~50,000~~(the ~~exclusive~~“Royalty ofAgreement”). ~~VAT~~On December 16, 2025, the Company and Orbit entered into a ~~monthly~~Termination ~~retainer~~Letter of(the ~~GBP~~“Termination 25Letter”),~~000~~ ~~exclusive~~whereby ofthe Company and Orbit Capital terminated ~~VAT~~the Royalty Agreement. ~~The~~Additionally, ~~Consultancy~~on ~~Agreement~~December ~~shall~~30, ~~continue~~2025, onthe aCompany ~~month-to-month~~and ~~basis~~Orbit ~~unless~~entered ~~terminated~~into ~~pursuant~~a toShare Exchange Agreement (the ~~terms~~“Post-Closing SEA”), whereby Orbit exchanged 2,700 shares of the ~~Consultancy~~Company’s ~~Agreement. The~~Series ~~Consultant~~C Preferred Stock for 700,000 shares of the Company’s common ~~responsibilities~~stock ~~will~~and ~~include~~reacquired ~~but~~a ~~are~~20% ~~not~~ownership ~~limited~~interest toin ~~setting~~Liora (the ~~strategic~~“Post ~~vision~~Closing ofSEA Transactions”). The Company, Liora and Orbit intended that the transactions occurring under the Original SEA, ~~managing~~the Termination Letter and the ~~executive~~Post-Closing SEA (collectively, ~~team~~the “Transaction Documents”) all be given effect as if they all occurred on the date of ~~Liora~~the Original SEA. Accordingly, the Company and ~~reporting~~Orbit have entered into the A&R Agreement to clarify and consolidate the ~~Company’s~~transactions ~~board~~contemplated ofby ~~directors~~the onTransaction Documents aand ~~monthly~~by ~~basis~~such tointerim ~~provide~~arrangements ~~updates~~into ona ~~Liora~~single integrated agreement reflecting the parties’s ~~operations~~intent and agreed upon ownership structure.

~~Pursuant~~The toA&R ~~the~~Agreement ~~terms of the Deed, if there~~ is abeing ~~Sale~~filed (as ~~defined in the Deed) of the shares or business of Liora or any Liora Successor (as defined in the Deed), the Consultant shall be paid~~ an ~~amount~~exhibit ~~equal~~ to ~~twenty~~this ~~percent~~Current ~~(20%)~~Report ofon ~~the~~Form ~~net~~8-K ~~purchase~~and ~~price~~is ~~paid~~incorporated ~~for~~herein ~~Liora~~by orreference. ~~any~~The ~~Liora~~foregoing ~~Successor.~~description ~~Immediately~~does ~~following~~not ~~the~~purport ~~closing~~to ofbe acomplete ~~Sale,~~and ~~the~~is ~~Company~~qualified ~~shall provide the Consultant with a Valuation Notice (as defined~~ in ~~the~~its ~~Deed)~~entirety ~~detailing~~by ~~the~~reference ~~calculation of the payment owed~~ to the ~~Consultant.~~full Intext ~~the~~of ~~event~~ the ~~Consultant~~A&R ~~disagrees with the Valuation Notice~~Agreement, which ~~the~~is ~~Consultant~~filed ~~may~~herewith ~~request~~as aExhibits ~~valuation by a mutually agreed upon independent valuation expert whose determination shall be final~~10.1.

The Allocation Deed and Consultancy Agreement are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Allocation Deed and Consultancy Agreement, which are filed herewith as Exhibits 10.1 and 10.2 respectively.

Item 7.01 Regulation FD Disclosure

On February 18, 2026, the Company issued a press release announcing the appointment of Sidney Braun as CEO of Liora.

A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith.

Exhibit Number		Description
10.1		~~Allocation~~Amended ~~Deed~~and Restated Share Exchange Agreement, dated ~~February~~March 126, 2026, ~~between~~among ~~Sidney~~Orbit ~~Braun~~Capital Inc., Liora Technologies Europe ~~Ltd~~LTD., and Lixte Biotechnology Holdings., Inc. effective as of November 21, 2025.
10.2		~~Consultancy~~Share Exchange Agreement, dated ~~February~~November 1321, ~~2026~~2025, ~~between~~among Lixte Biotechnology Holdings, Inc., Orbit Capital Inc., and Liora Technologies Europe ~~Ltd,~~LTD. ~~and~~(incorporated ~~Sidney~~by ~~Braun~~reference to Exhibit 10.1 of the Registrant Current Report on Form 8-K filed on November 21, 2025).
99.1		Press Release dated February 18, 2026
10.3		Termination Letter dated December 16, 2025, between Lixte Biotechnology Holdings, Inc. and Orbitz Capital Inc. (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 22, 2025).
10.4		Share Exchange Agreement dated December 30, 2025, among Orbit Capital Inc. and Lixte Biotechnology Holdings, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 31, 2025).
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

SIGNATURES

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: February 18, 2026	LIXTE BIOTECHNOLOGY HOLDINGS, INC.
Date: March 10, 2026	LIXTE BIOTECHNOLOGY HOLDINGS, INC.
	(Registrant)
	By:	/s/ Geordan Pursglove
		Geordan Pursglove
		Chairman of the Board and Chief Executive Officer

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