LIXTE BIOTECHNOLOGY HOLDINGS, INC. Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On
The Company has granted the Underwriters a 45-day option to purchase (i) up to 180,000 additional shares and/or (ii) 180,000 Public Warrants to purchase up to 180,000 additional shares, to cover over-allotments, if any.
Pursuant to the Underwriting Agreement, the Company has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and liabilities arising from breaches of representations and warranties contained in the Underwriting Agreement, or to contribute to payments that the Underwriters may be required to make in respect of those liabilities. The Underwriting Agreement also contains customary representations, warranties, and conditions precedent to
Pursuant to the Underwriting Agreement, the Company has agreed to grant the
Underwriters a warrant (the "Underwriters Warrant") to purchase an aggregate of
120,000 shares of Common Stock. The Underwriters Warrants shall be exercisable
in whole or in part, commencing on a date which is six months from
A registration statement on Form S-1 relating to the Offering (File No
333-248588) was declared effective by the
The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated into this Item 1.01 by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement.
-2- Warrant Agency Agreement
The Public Warrants will be issued pursuant to a Warrant Agency Agreement
between the Company and
The Public Warrants will not be exercisable or exchangeable by any holder to the extent (and only to the extent) that such holder or any of its affiliates would beneficially own in excess of 4.99% of our outstanding Common Stock immediately after exercise, except that upon at least 61 days' prior notice from a holder to the Company, such holder may increase the amount of ownership of outstanding shares after exercising such holder's Warrants up to 9.99% of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Public Warrants. No fractional shares of Common Stock will be issued in connection with the exercise of the Public Warrants. In lieu of fractional shares, the Company will either pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price or round up to the next whole share.
If, at any time a Public Warrant is outstanding, the Company consummates any fundamental transaction, as described in the Public Warrants and generally including any consolidation or merger into another corporation, or the sale of all or substantially all of the Company's assets, or other transaction in which our Common Stock is converted into or exchanged for other securities or other consideration, each holder of a Public Warrant will have the right to receive, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, at the option of such holder, the number of shares of common stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal
Year.
Reverse Stock Split
The Company effected an amendment to its certificate of incorporation, as
amended, by filing with the
The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference into this Item 5.03.
All Unit and Share amounts described in this report reflect the Reverse Split.
Item 8.01 Other Events.
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
There are filed as part of this report the exhibits listed on the accompanying Index to Exhibits, which information is incorporated herein by reference.
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