LIXTE Biotechnology Submits Request for Withdrawal of Form S-1 Registration Statement

Rhea-AI Summary

LIXTE Biotechnology Holdings (Nasdaq: LIXT) announced on February 10, 2025, that it has submitted a request to withdraw its Form S-1 Registration Statement (No. 333-282781) with the SEC. The Registration Statement, originally filed on October 23, 2024, was intended for a public offering, which the company has now decided not to pursue at this time.

The company confirmed that the Registration Statement had not been declared effective by the SEC, and no securities were sold in connection with the proposed offering. LIXTE, a clinical-stage pharmaceutical company, emphasized that this announcement does not constitute an offer to sell or solicitation to buy securities.

Positive

• None.

Negative

• Withdrawal of planned public offering indicates potential challenges in raising capital
• Cancellation of Form S-1 may signal a setback in company's growth and funding strategy

Insights

Securities Filing Expert

The withdrawal of LIXTE's Form S-1 registration statement represents a significant strategic pivot that warrants careful analysis. Given LIXTE's status as a clinical-stage pharmaceutical company with a market cap of just $5.7 million, access to capital is important for advancing their drug development programs.

The timing of this withdrawal, less than four months after the initial filing, suggests either: 1) Unfavorable market reception during the book-building process 2) A shift in the company's financing strategy, possibly toward private placements or strategic partnerships 3) Concerns about potential dilution at current market valuations.

For existing shareholders, this development has mixed implications:

• Positive: Avoidance of immediate dilution that would have occurred through a public offering
• Negative: Uncertainty about how the company will fund its operations and clinical programs moving forward
• Concerning: The withdrawal could signal difficulties in attracting institutional interest at current valuations

Small-cap biotech companies typically require substantial capital to fund clinical trials. Without the planned public offering, LIXTE will need to explore alternative financing options such as:

• Private investment in public equity (PIPE) deals
• Strategic partnerships or licensing agreements
• Venture debt financing
• Potential restructuring of existing operations to extend cash runway

The market will now closely monitor LIXTE's next moves regarding capital raising, as their ability to advance clinical programs depends on securing adequate funding through alternative means.

PASADENA, CALIF., Feb. 10, 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 filed a request for withdrawal with the Securities and Exchange Commission (the “SEC”) of the Company’s Registration Statement on Form S-1 (No. 333-282781), as amended, originally filed on October 23, 2024 (the “Registration Statement”), as the Company no longer intends to pursue a public offering under the Registration Statement at this time. The Registration Statement has not been declared effective by the SEC, and no securities have been sold in connection with the offering described in the Registration Statement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Company’s common stock or any securities, and there shall not be any offer, solicitation or sale of securities mentioned in the press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such any 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 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.

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

Why did LIXTE Biotechnology (LIXT) withdraw its Form S-1 Registration Statement?

LIXTE Biotechnology announced on February 10, 2025, that it no longer intends to pursue a public offering at this time and therefore withdrew its Form S-1 Registration Statement that was originally filed on October 23, 2024.

When was LIXTE's (LIXT) Form S-1 Registration Statement originally filed?

LIXTE's Form S-1 Registration Statement (No. 333-282781) was originally filed on October 23, 2024.

Were any securities sold under LIXT's withdrawn Registration Statement?

No, the Registration Statement was never declared effective by the SEC, and no securities were sold in connection with the offering described in the Registration Statement.

What is the status of LIXT's Form S-1 Registration Statement as of February 2025?

As of February 10, 2025, LIXTE has filed a request to withdraw its Form S-1 Registration Statement with the SEC, effectively canceling its planned public offering.