LIXTE Biotechnology Announces $1.05 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

LIXTE Biotechnology (Nasdaq: LIXT) has announced a $1.05 million registered direct offering priced at-the-market under Nasdaq rules. The company will sell 434,784 shares of common stock at $2.415 per share, along with unregistered warrants in a concurrent private placement. The warrants, exercisable for five years, will allow purchase of up to 434,784 additional shares at $2.29 per share.

The offering, expected to close around February 12, 2025, is being exclusively placed by H.C. Wainwright & Co. LIXTE plans to use the net proceeds for working capital and general corporate purposes. The common stock offering is made through a shelf registration statement, while the warrants are being issued through a private placement under Section 4(a)(2) of the Securities Act.

Positive

• Secured immediate funding of $1.05 million through equity offering
• Warrants priced at $2.29, representing potential for additional future capital

Negative

• Dilution of existing shareholders through issuance of 434,784 new shares
• Additional potential dilution from warrant exercise of up to 434,784 shares
• Small offering size suggests funding runway

Insights

Financial Analyst

This $1.05 million capital raise by LIXTE Biotechnology warrants careful analysis, particularly given the company's micro-cap status with a market cap of just $5.8 million. The offering's structure reveals several key insights:

The pricing at $2.415 per share, representing a 5.9% premium to the current market price, is notably positive and unusual for this type of offering, as these deals typically come at a discount. However, the concurrent warrant issuance at $2.29 effectively provides a sweetener to investors that partially offsets this premium.

The small size of this raise is particularly noteworthy. For a clinical-stage biotech company, $1.05 million represents a relatively modest sum that may only provide a few months of operational runway, considering typical burn rates in clinical development. This suggests either:

• This is a bridge financing to a more significant milestone or larger capital raise
• The company is maintaining a conservative cash management strategy
• There may be investor appetite for a larger offering

The warrant coverage at a 1:1 ratio with a five-year term creates potential for future dilution of up to 17% based on the current shares outstanding, though this would bring in additional capital of approximately $1 million if fully exercised. The warrant exercise price being set below the offering price suggests a focus on providing potential upside to attract investors while balancing dilution concerns.

PASADENA, CALIF., Feb. 11, 2025 (GLOBE NEWSWIRE) -- LIXTE Biotechnology Holdings, Inc. (“LIXTE” or the “Company”) (Nasdaq: LIXT and LIXTW), a clinical stage pharmaceutical company, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 434,784 shares of its common stock at a purchase price of $2.415 per share, in a registered direct offering priced at-the-market under Nasdaq rules. In addition, in a concurrent private placement, the Company will issue unregistered warrants to purchase up to an aggregate of 434,784 shares of common stock. The warrants will have an exercise price of $2.29 per share and will be exercisable for five years from the date of issuance. The closing of the offering is expected to occur on or about February 12, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $1.05 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The shares of common stock (but not the warrants issued in the private placement or the shares of common stock underlying such warrants) are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-278874) originally filed with the Securities and Exchange Commission (“SEC”) on April 23, 2024 and became effective on May 2, 2024. The registered direct offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the shares of common stock being offered in the registered direct offering will be filed with the SEC and be available at the SEC's website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained, when available, by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About LIXTE Biotechnology Holdings, Inc.

LIXTE Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical company focused on new targets for cancer drug development and developing and commercializing cancer therapies. LIXTE has demonstrated that its first-in-class lead clinical PP2A inhibitor, LB-100, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on extensive published preclinical data, LB-100 has the potential to significantly improve outcomes for patients undergoing various chemotherapies or immunotherapies. LIXTE's new approach has no known competitors and is covered by a comprehensive patent portfolio. Proof-of-concept clinical trials are in progress. LB-100 is part of a pioneering effort in an entirely new field of cancer biology – activation lethality – that is advancing a new treatment paradigm. Additional information about LIXTE can be found at www.lixte.com.

Forward-Looking Statement Disclaimer

This announcement contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. For example, statements regarding the Company’s ability to consummation of the offering, the satisfaction of the closing conditions of the offering and the use of proceeds therefrom, the Company's financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future activities, including the continuing development of proprietary compounds, the planning, funding, coordination and potential results of clinical trials, the patent and legal costs to protect and maintain the Company's intellectual property worldwide, and the Company’s ability to obtain and maintain compliance with Nasdaq’s continued listing requirements, are all forward-looking statements. These statements are generally accompanied by words such as "intend," anticipate," "believe," "estimate," "potential(ly)," "continue," "forecast," "predict," "plan," "may," "will," "could," "would," "should," "expect" or the negative of such terms or other comparable terminology.

The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, available cash resources, research results, competition from other similar businesses, and market and general economic factors.

Readers are urged to read the risk factors set forth in the Company’s filings with the United States Securities and Exchange Commission at https://www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

For more information about LIXTE, contact: info@lixte.com
General Phone: (631) 830-7092; Investor Phone: (888) 289-5533

or

PondelWilkinson Inc. Investor Relations
pwinvestor@pondel.com 
Roger Pondel: (310) 279-5965; Laurie Berman: (310) 279-5962

FAQ

What is the size and price of LIXT's February 2025 registered direct offering?

LIXT's February 2025 offering consists of 434,784 shares at $2.415 per share, totaling $1.05 million, along with warrants for an equal number of shares.

What are the terms of the warrants included in LIXT's February 2025 offering?

The warrants have a five-year exercise period with an exercise price of $2.29 per share, allowing purchase of up to 434,784 additional shares.

When is LIXT's February 2025 offering expected to close?

The offering is expected to close on or about February 12, 2025, subject to customary closing conditions.

How does LIXT plan to use the proceeds from its February 2025 offering?

LIXTE intends to use the net proceeds from the offering for working capital and other general corporate purposes.

Who is the placement agent for LIXT's February 2025 offering?

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.