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

Rhea-AI Summary

LIXTE Biotechnology (Nasdaq: LIXT) has completed its previously announced registered direct offering, raising $1.05 million through the sale of 434,784 common shares at $2.415 per share. The company also issued unregistered warrants in a concurrent private placement to purchase up to 434,784 shares at an exercise price of $2.29, valid for five years.

H.C. Wainwright & Co. served as the exclusive placement agent. The net proceeds, after deducting placement agent fees and offering expenses, will be used for working capital and general corporate purposes. The common shares were offered through a shelf registration statement, while the warrants were issued through a private placement under Section 4(a)(2) of the Securities Act.

Positive

• Secured $1.05 million in immediate funding
• Warrants issued with 5-year exercise period at $2.29 per share could provide additional future funding

Negative

• Dilution of existing shareholders through issuance of 434,784 new shares
• Additional potential dilution from warrant exercise of up to 434,784 shares
• Offering price of $2.415 represents at-market pricing, indicating no premium

Insights

Financial Analyst

This $1.05 million capital raise reveals significant insights about LIXTE's current position and market dynamics. The offering structure combines immediate equity with warrant coverage, indicating a complex financing strategy in a challenging market for small-cap biotechs.

The pricing mechanics are particularly noteworthy. At $2.415 per share, the offering was priced at a premium to the current market price, which is unusual and suggests sophisticated investor involvement. However, the accompanying warrants with a $2.29 exercise price effectively lower the all-in cost basis for investors, creating a more attractive risk-reward profile.

The dilution impact is substantial given LIXTE's micro-cap status. The 434,784 new shares represent approximately 19% of the company's outstanding shares. Moreover, the equal number of warrant shares creates a significant overhang that could impact future stock performance and additional financing opportunities.

The use of H.C. Wainwright as placement agent is telling - they specialize in micro-cap healthcare financings and typically work with companies that may have financing alternatives. The relatively small raise size suggests this is likely a bridge financing to reach specific operational milestones rather than a transformative capital event.

The 'at-the-market' designation under Nasdaq rules, combined with the warrant structure, indicates a carefully negotiated deal that balances immediate capital needs with longer-term financing flexibility. However, the terms suggest investors demanded significant downside protection, reflecting cautious sentiment toward early-stage biotech companies in the current market environment.

PASADENA, CALIF., Feb. 13, 2025 (GLOBE NEWSWIRE) -- LIXTE Biotechnology Holdings, Inc. (“LIXTE” or the “Company”) (Nasdaq: LIXT and LIXTW), a clinical stage pharmaceutical company, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of an aggregate of 434,784 shares of the Company’s common stock at a purchase price of $2.415 per share. In addition, in a concurrent private placement, the Company issued unregistered warrants to purchase up to an aggregate of 434,784 shares of common stock. The warrants have an exercise price of $2.29 per share and are exercisable for five years from the date of issuance.

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

The aggregate gross proceeds to the Company from the offering were approximately $1,050,000, 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) were 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 was 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 have been 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 by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by telephone at (212) 856-5711 or e-mail at placements@hcwco.com.

The warrants described above were 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 use of proceeds from the offering, 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

How much did LIXTE Biotechnology (LIXT) raise in its February 2025 offering?

LIXTE Biotechnology raised $1.05 million through a registered direct offering of 434,784 common shares priced at $2.415 per share.

What are the terms of LIXT's February 2025 warrant issuance?

The warrants allow purchase of up to 434,784 shares at $2.29 per share and are exercisable for five years from issuance date.

How will LIXT use the proceeds from its February 2025 offering?

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

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

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

What was the share price for LIXT's February 2025 registered direct offering?

The shares were priced at $2.415 per share in the at-the-market offering.