LIXTE BIOTECHNOLOGY HOLDINGS, INC.
For the period ended Oct 27, 2025. Filed Oct 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 27, 2025 · Filed Oct 27, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
LIXTE BIOTECHNOLOGY HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | ||
|---|---|---|
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Lixte Biotechnology Holdings, Inc.
433 Plaza Real, Suite 275
Boca Raton FL 33432
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 27, 2025
October 29, 2025
To the stockholders of Lixte Biotechnology Holdings, Inc.:
Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Lixte Biotechnology Holdings, Inc., a Delaware corporation (“we”, “us”, “our”, “Lixte”, or the “Company”) will be held on December 8, 2025, at 1:00 p.m. Eastern Time. You are being asked to vote on the following matters:
| (1) | To elect the five nominees for director named herein; |
| (2) | To ratify the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| (3) | To approve a proposal to amend the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) to increase the number of shares issuable thereunder by 2,750,000 shares, to a total of 3,500,000 shares; and |
| (4) | To authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of one or more of the Proposals. |
| (5) | To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof. |
The accompanying proxy statement contains additional information and should be carefully reviewed by stockholders.
To accommodate our stockholders, the Annual Meeting will be a completely virtual meeting of stockholders, conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online by registering in advance at: https://meeting.vstocktransfer.com/LIXTEDEC25. There is no physical location for the Annual Meeting. We are utilizing the latest technology to provide safe access for our stockholders. Hosting a virtual meeting will enable greater stockholder attendance and participation from any location. Questions related to the Annual Meeting or voting matters can be submitted by email toinfo@lixte.com. We encourage you to attend online and participate. We recommend that you log in a few minutes before the Annual Meeting start time of 1:00 p.m. Eastern Time on December 8, 2025, to ensure you are logged in when the Annual Meeting begins.
Pursuant to the bylaws of the Company, the Board of Directors has fixed the close of business on October 14, 2025, as the record date (the “Record Date”) for determination of stockholders entitled to notice and to vote at the Annual Meeting and any adjournment thereof. Holders of the Company’s Common Stock are entitled to vote at the Annual Meeting.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in “street name”). Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be mailed on or about October 29,2025 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on October 14, 2025. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Geordan Pursglove
Chairman of the Board
Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
TABLE OF CONTENTS
| Introduction | 4 |
|---|---|
| Questions and Answers About these Proxy Materials and Voting | 5 |
| Proposal 1: Election of Directors | 10 |
| Information Regarding the Board of Directors and Corporate Governance | 16 |
| Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm | 20 |
| Proposal 3: Approval of Amendment to the Lixte Biotechnology Holdings, Inc. 2020 Stock Incentive Plan | 21 |
| Executive Officers | 27 |
| Executive Officers and Management Compensation | 28 |
| Pay Versus Performance | 31 |
| Compliance with Section 16(a) of the Securities Exchange Act of 1934, as Amended | 32 |
| Certain Relationships and Related Transactions | 33 |
| Security Ownership of Certain Beneficial Owners and Management | 33 |
| Householding of Proxy Materials | 34 |
| Other Business | 34 |
Lixte Biotechnology Holdings, Inc.
433 Plaza Real, Suite 275
Boca Raton, FL 33432
PROXY STATEMENT
FOR
2025 ANNUAL MEETING OF STOCKHOLDERS
December 8, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.