Lixte Biotechnology Holdings, INC. 8-K Filing

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share LIXT The NASDAQ Stock Mar
• $1,000 — the Company's Series C Preferred Stock, $1,000 stated value per share (the " Series C
• $440,000 — n and 300 Ethereum; (iii) pay to Seller $440,000 in cash; and (iv) enter into a royalty
• $45,000,000 — a maximum aggregate royalty payment of $45,000,000. The closing of the Share Exchange is

Filing Documents

• form8-k.htm (8-K) — 65KB
• ex3-1.htm (EX-3.1) — 40KB
• ex10-1.htm (EX-10.1) — 250KB
• ex10-2.htm (EX-10.2) — 97KB
• ex99-1.htm (EX-99.1) — 14KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001493152-25-024996.txt ( ) — 767KB
• lixt-20251125.xsd (EX-101.SCH) — 4KB
• lixt-20251125_def.xml (EX-101.DEF) — 26KB
• lixt-20251125_lab.xml (EX-101.LAB) — 36KB
• lixt-20251125_pre.xml (EX-101.PRE) — 25KB
• form8-k_htm.xml (XML) — 6KB

01

Item 1.01. Item 2.01. Completion of Acquisition or Disposition of Assets Share Exchange Agreement On November 21, 2025, Lixte Biotechnology Holdings, Inc., a Delaware corporation (the " Company "), entered into a Share Exchange Agreement (the " Share Exchange Agreement ") with Orbit Capital Inc., a Cayman Islands corporation (the " Seller "), and Liora Technologies Europe Ltd., a corporation organized under the laws of England and Wales which is wholly-owned by the Seller (the " Liora "). Pursuant to the Share Exchange Agreement, the Company agreed to purchase from Seller all of the issued and outstanding ordinary shares of Liora (the " Shares ") in exchange for the Consideration set forth below (the " Share Exchange "). Liora was formed on October 7, 2025 and, on November 11, 2025, acquired certain assets from Advanced Oncotherapy PLC pursuant to an asset purchase agreement. These assets include intellectual property and goodwill, technology, hardware, software, digital assets and all of the other assets, property or rights relating to the LIGHT (Linac Image Guided Hadron Therapy), a proton-based radiotherapy solution, as identified on Schedule 1 attached to the Share Exchange Agreement. Liora's equipment and operations are located at the Daresbury Laboratory in Warrington, United Kingdom pursuant to a lease agreement. At the closing, the Company agreed to pay the following consideration (the " Consideration ") in exchange for the Shares: (i) issue to Seller 2,700 shares of the Company's Series C Preferred Stock, $1,000 stated value per share (the " Series C Preferred Stock ") having such rights and preferences as set forth in the certificate of designation included as Exhibit 1 in the Share Exchange Agreement, which are non-voting and shall be convertible into an aggregate of 2,700,000 shares of the Company's common stock, subject to a 19.99% conversion limitation until the Company obtains shareholder approval; (ii) pay to Seller 10.56 Bitcoin and 300 Et

SIGNATURES

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: November 25, 2025 LIXTE BIOTECHNOLOGY HOLDINGS, INC. (Registrant) By: /s/ Geordan Pursglove Geordan Pursglove Chairman of the Board and Chief Executive Officer

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