Item
1.01.
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Entry
into a Material Definitive Agreement.
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Underwriting
Agreement
On
November 25, 2020 Lixte Biotechnology Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”) with WestPark Capital Inc., and WallachBeth Capital, LLC acting as representatives of the several underwriters
(the “Underwriters”) in connection with a public offering (the “Offering”) of the Company’s securities.
Pursuant to the Underwriting Agreement, the Company agreed to sell 1,200,000 units (the “Units”), with each Unit consisting
of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one warrant
to purchase one share of the Company’s Common Stock at an exercise price of $5.70 per share (the “Public Warrants”).
The Pubic Warrants shall have the rights as set forth under “Warrant Agency Agreement” set forth below. The shares
of Common Stock and the Public Warrants are immediately separable and will be issued separately. The public offering price for
the Units was $4.75 per Unit resulting in total gross proceeds to the Company of $5.7 million before underwriters discounts and
expenses. The total net proceeds to the Company from the Offering, after underwriters discounts and expenses but before any exercise
of the Underwriters option referred to in the next paragraph, is estimated to be approximately $4,600,000. The closing of the
Offering is expected to occur on November 30,2020.
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 November 24,2020 and expiring on November 24,2025 at an exercise price of $5.70
per share. The form of Underwriters Warrant is set forth as Exhibit A to the Underwriting Agreement and is incorporated into this
Item 1.01 by reference. The foregoing description of the Underwriters Warrant is qualified in its entirety to the full text of
the Underwriters Warrant.
A
registration statement on Form S-1 relating to the Offering (File No 333-248588) was declared effective by the Securities and
Exchange Commission on November 24, 2020. The Offering was made only by means of a prospectus forming a part of the effective
registration statement.
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.
Warrant
Agency Agreement
The
Public Warrants will be issued pursuant to a Warrant Agency Agreement between the Company and Computershare Inc. and Computershare
Trust Company N.A. (the “Warrant Agreement”). The Public Warrants will separate from the shares of Common Stock included
within the Units immediately and be exercisable at any time on or after the date of issuance. The Public Warrants will terminate
on the fifth anniversary of the date of issuance and have an initial cash exercise price of $5.70 per share. The Public Warrants
may also be exercised on a cashless basis in the event that no effective registration statement or prospectus is available at
the time of exercise. The exercise price and number of shares of Common Stock issuable upon exercise of the Public Warrants is
subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the
Common Stock and the exercise price.
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 any
additional consideration receivable as a result of such fundamental transaction by a holder of the number of shares of Common
Stock for which the Public Warrant is exercisable immediately prior to such fundamental transaction.
The
Warrant Agreement and form of Public Warrant are filed as Exhibits 4.1 and 4.2, respectively and are incorporated into this Item
1.01 by reference. The foregoing description of the Warrant Agreement and the Public Warrants is qualified in its entirety by
reference to the full text of the Warrant Agreement and the form of Public Warrant.