Lixte (LIXT) cancels insider stock options and grants fully vested RSUs

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Lixte Biotechnology Holdings, Inc. reported that on April 15, 2026, its Compensation Committee canceled certain stock options held by key officers and directors and replaced them with fully vested restricted share units (RSUs) under the company’s 2020 Stock Incentive Plan.

The chief executive officer had 350,000 options canceled and received 350,000 RSUs, the chief financial officer had 50,000 options canceled and received 50,000 RSUs, and four directors each had 25,000 options canceled and received 25,000 RSUs. Each RSU entitles the holder to one share of common stock, and the committee stated that this change is intended to provide a more effective retention and incentive mechanism.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Approval date: April 15, 2026 CEO options canceled and RSUs granted: 350,000 options / 350,000 RSUs CFO options canceled and RSUs granted: 50,000 options / 50,000 RSUs +2 more

5 metrics

Approval date April 15, 2026 Date Compensation Committee approved option cancellations and RSU grants

CEO options canceled and RSUs granted 350,000 options / 350,000 RSUs Equity awards for Chief Executive Officer under 2020 Stock Incentive Plan

CFO options canceled and RSUs granted 50,000 options / 50,000 RSUs Equity awards for Chief Financial Officer under 2020 Stock Incentive Plan

Director options canceled and RSUs granted 25,000 options / 25,000 RSUs each Equity awards for each of four directors

RSU-to-share ratio 1 RSU : 1 share Each RSU represents right to receive one share of common stock

Key Terms

restricted share units, 2020 Stock Incentive Plan, Compensation Committee, emerging growth company, +1 more

5 terms

2020 Stock Incentive Plan financial

"The RSUs were awarded under the Company’s 2020 Stock Incentive Plan (the “Plan”)."

Compensation Committee financial

"the Compensation Committee (the “Committee”) of the Board of Directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/17/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 15, 2026

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

delaware

001-39717

20-2903526

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

433 Plaza Real, Suite 275

Boca Raton, Florida 33432

(Address of principal executive offices)

(631) 830-7092

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		LIXT		The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2026, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Lixte Biotechnology Holdings, Inc., (the “Company”), approved the cancellation of stock options (the “Cancelled Options”) previously granted to the officers and directors of the Company listed below, and the grant of restricted share units (“RSUs”) in replacement thereof. The RSUs were awarded under the Company’s 2020 Stock Incentive Plan (the “Plan”). Each RSU represents the right to receive one share of the Company’s common stock upon vesting. The RSUs vested on the date of issuance and are subject to the terms and conditions of the Plan and the applicable award agreement.

Name	Title	Options Cancelled		RSU Awarded
Geordan Pursglove	Chief Executive Officer		350,000		350,000
Peter Stazzone	Chief Financial Officer		50,000		50,000
Michael Holloway	Director		25,000		25,000
Guy Primus	Director		25,000		25,000
Lourdes Felix	Director		25,000		25,000
Jason Sawyer	Director		25,000		25,000

The Committee determined that the cancellation of the Cancelled Options and grant of the RSUs was in the best interests of the Company and its stockholders, as it provides a more effective retention and incentive mechanism for the officers and directors listed above.

The foregoing description of the RSU award and Option cancellation does not purport to be complete and are qualified in their entirety by reference to the form of RSU Award Agreement and Stock Option Cancellation Agreement, which are filed as Exhibit 10.1 and 10.2 respectively to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith.

Exhibit Number		Description
10.1		Form of Restricted Share Unit Agreement.
10.2		Form of Stock Option Cancellation Agreement.
104		Cover Page Interactive Data File (embedded within the inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 17, 2026	LIXTE BIOTECHNOLOGY HOLDINGS, INC.
	(Registrant)

	By:	/s/ Geordan Pursglove
		Geordan Pursglove
		Chairman of the Board and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation change did Lixte Biotechnology (LIXT) disclose?

Lixte Biotechnology replaced certain stock options for its executives and directors with restricted share units (RSUs). The options were canceled and an equal number of RSUs was granted under the 2020 Stock Incentive Plan, with each RSU representing one share of common stock upon vesting.

How many RSUs did the LIXT CEO and CFO receive in this filing?

The CEO received 350,000 RSUs and the CFO received 50,000 RSUs. These RSUs replaced an equal number of canceled stock options and were granted under the 2020 Stock Incentive Plan, with each RSU representing the right to receive one share of common stock.

What did Lixte Biotechnology (LIXT) directors receive in place of stock options?

Four directors each had 25,000 stock options canceled and received 25,000 restricted share units (RSUs). The RSUs were granted under the company’s 2020 Stock Incentive Plan and vested on the date of issuance, with each RSU entitling the director to one share of common stock.

When did Lixte Biotechnology (LIXT) approve the stock option cancellations and RSU grants?

The Compensation Committee approved canceling the stock options and granting replacement restricted share units on April 15, 2026. The RSUs vested on the date of issuance and are governed by the company’s 2020 Stock Incentive Plan and the applicable award agreements referenced in the exhibits.

Why did Lixte Biotechnology (LIXT) change from options to RSUs for insiders?

The Compensation Committee stated that canceling options and granting RSUs was in the best interests of the company and stockholders. According to the disclosure, the committee believes RSUs provide a more effective retention and incentive mechanism for the listed officers and directors than the prior option awards.

Filing Exhibits & Attachments

5 documents