LIXTE BIOTECHNOLOGY HOLDINGS, INC.

To the Stockholders and Board of Directors

Lixte Biotechnology Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Lixte Biotechnology Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no recurring source of revenue and has experienced negative operating cash flows since inception. The Company has financed its working capital requirements through the recurring sale of its equity securities. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which it relates.

Acquisition of Liora

As discussed in Note 4 to the financial statements, the Company acquired an 80% ownership interest in Liora Technologies Europe Ltd. (“Liora”), which owns the LiGHT proton therapy system. Management concluded that the transaction should be accounted for as an asset acquisition because substantially all of the fair value of the gross assets acquired was concentrated in the LiGHT system. As of December 31, 2025, the Company consolidates Liora and presents the remaining 20% ownership interest as noncontrolling interest.

Auditing the accounting for the acquisition of Liora involved especially challenging auditor judgment due to the complexity of the transaction structure, including the sequencing of the transaction and the significant judgement required to determine the appropriate accounting under ASC 805. The acquisition was executed through multiple interrelated agreements, including an initial share exchange agreement, subsequent restructuring transactions, and a later amended and restated agreement intended to reflect the final ownership structure. Significant auditor judgement was required to evaluate whether the appropriate accounting treatment was applied, including evaluating the substance of these interrelated transactions, and whether the acquisition should be viewed as the purchase of a business or the acquisition of a single identifiable asset group. This assessment required significant auditor judgment in evaluating whether substantially all of the fair value of the assets acquired was concentrated in the LiGHT proton therapy system and whether the acquired set included a substantive process or organized workforce sufficient to meet the definition of a business.

Our audit procedures related to the acquisition consisted of the following, among others:

We have served as the Company’s auditor since 2008.

/s/Weinberg & Company, P.A.

Los Angeles, California

March 31, 2026