Form 8-K

8-K — LIXTE BIOTECHNOLOGY HOLDINGS, INC.

Accession: 0001493152-26-026544

Filed: 2026-06-01

Period: 2026-05-29

CIK: 0001335105

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

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

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): May 29, 2026

LIXTE

BIOTECHNOLOGY HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

delaware

001-39717

20-2903526

(State

or other jurisdiction

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 ☐

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.

May 29, 2026, the Board of Directors (the “Board”) of Lixte Biotechnology Holdings, Inc., (the “Company”), appointed

Stuart D. Porter to serve as a member of the Board, effective May 29, 2026 with a term expiring at the Company’s 2026 Annual

Meeting of Stockholders.

Mr.

Porter, age 60, has over 29 years of senior investment experience, including as a Founder and Managing Partner of Denham Capital, where

he currently serves as the Chief Executive Officer and Chief Investment Officer. Mr. Porter also serves on Denham Capital’s Investment

Committee and Valuation Committee. Prior to founding Denham Capital in 2004, Mr. Porter was a founding partner of Sowood Capital Management

LP and, prior thereto, was employed as a Vice President and Portfolio Manager at Harvard Management Company, Inc., where he focused on

public and private transactions in the energy and commodities sectors. Mr. Porter previously worked for Bacon Investments and at J. Aron,

a division of Goldman Sachs. While at J. Aron, he worked on the Goldman Sachs Commodity Index desk. Prior to joining J. Aron, Mr. Porter

was a self-employed trader at the Chicago Board of Trade and was employed by Cargill Incorporated in Minnetonka, Minnesota in the Financial

Markets Division. Mr. Porter received a Bachelor of Arts from the University of Michigan and a Master of Business Administration degree

from the University of Chicago Booth School of Business.

There

is no arrangement or understanding between Mr. Porter and the Company or any other person pursuant to which he was selected as a director.

There are no transactions involving Mr. Porter that would be required to be reported under Item 404(a) of Regulation S-K.

Item

7.01 Regulation FD Disclosure

copy of the press release announcing the Company’s strategic transformation and the appointment of Mr. Porter is furnished as Exhibit

99.1 to the Current Report on Form 8-K.

The

information in this Item 7.01 disclosure, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed”

for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject

to the liabilities of that Section, nor shall it be deemed subject to the requirements of Item 10 of Regulation S-K, nor shall it be

deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or

after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall

not be deemed an admission as to the materiality of any such information.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits. The following exhibits are filed herewith.

Exhibit

Number

Description

99.1

Press

Release dated June 1, 2026

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:

June 1, 2026

LIXTE

BIOTECHNOLOGY HOLDINGS, INC.

(Registrant)

By:

/s/

Geordan Pursglove

Geordan

Pursglove

Chairman

of the Board and Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

LIXTE

Biotechnology Announces Strategic Transformation into AI Energy Infrastructure Equipment & Services; Stuart D. Porter, Founder of

Denham Capital, to Join Board of Directors

Bringing

More Than Three Decades of Energy Investment Experience, Mr. Porter Has Helped Build a Global Power Infrastructure Portfolio, Strengthening

LIXTE’s Strategic Expansion into AI Energy Infrastructure

BOCA

RATON, Fla., June 1, 2026 — LIXTE Biotechnology Holdings, Inc. (“LIXTE” or the “Company”) (Nasdaq:

LIXT), today announced its strategic transformation into an AI energy infrastructure equipment & services platform focused on meeting

the rapidly growing power demands of AI and hyperscale data centers. In connection with this transformation, Stuart D. Porter, Founder,

Managing Partner, Chief Executive Officer and Chief Investment Officer of Denham Capital Management LP, will join the Company’s

Board of Directors, effective today. The Company also announced it will seek a strategic acquisition partner for its clinical stage

pharmaceutical and med-tech operations that are focused on advancing cancer treatments.

Strategic

Transformation into AI Energy Infrastructure Equipment & Services

LIXTE’s

transformation comes amid a widening gap between North American electricity demand and available generation capacity, driven largely

by the rapid expansion of AI and hyperscale data centers. In its January 2026 Long-Term Reliability Assessment, the North American Electric

Reliability Corporation (NERC) projected summer peak demand will increase by 224 gigawatts over the next decade while warning that several

major grid regions face elevated risk of supply shortfalls. In April 2026, NERC issued a rare Level 3 Alert directing grid operators

to address reliability risks tied to large-scale computational loads.

“The

power problem is the AI problem,” said Geordan Pursglove, Chief Executive Officer of LIXTE. “Compute capacity is being built

faster than the grid can support it. Hyperscale operators, sovereign AI programs and next-generation inference applications all face

the same constraint: reliable power. We believe LIXTE is positioned to become a focused public-market platform addressing that challenge

by helping debottleneck the power infrastructure.”

LIXTE’s

strategy will focus on:

● Power equipment and service

solutions for hyperscale AI and data-center campuses, including long-duration generation, co-located power assets and grid-edge

infrastructure.

●

Equipment for distributed and behind-the-meter power systems supporting enterprise AI, sovereign compute and edge inference deployments.

●

Strategic acquisitions and partnerships targeting advanced generation technologies.

LIXTE

expects to maintain its Nasdaq listing under the ticker symbol “LIXT” during the transformation process. Additional details

regarding the Company’s strategic initiatives, transaction pipeline and management additions are expected to be announced in future

public disclosure filings and updates.

“This

is a deliberate repositioning of LIXTE toward one of the largest infrastructure opportunities emerging in North American energy,”

Pursglove added. “We intend to build a focused, execution-driven company designed for the accelerating AI economy.”

Appointment

of Stuart D. Porter to Board of Directors

Mr.

Porter founded Denham Capital in 2004 and has overseen more than $12 billion of invested and committed capital across the energy and

energy-transition sectors. Denham Capital’s infrastructure group is advancing a U.S. & European pipeline of roughly 10 GW of

AI data-center-oriented power generation asset opportunities to support the data center buildout, drawing on its deep execution experience

in developing, building and financing large scale gas, renewable and storage projects globally.

“This

is a generational dislocation between compute demand and reliable, dispatchable power,” said Stuart D. Porter. “The anticipated

AI build-out will require disciplined capital allocation, operational execution and long-duration infrastructure investment. I believe

LIXTE has the opportunity to become a differentiated public-market vehicle focused on meeting that demand with power equipment and service

solutions, and I look forward to working with the Board and management team as the Company executes this strategy.”

“Stu’s

addition to our Board underscores the seriousness of LIXTE’s planned transformation,” Pursglove added. “Few investors

globally have deployed multi-gigawatt energy portfolios at institutional scale while also developing infrastructure specifically tied

to the AI power thesis. His front line experience with power infrastructure assets will be invaluable as we position LIXTE for long-term

growth delivering power equipment and services to the Ai market.”

About

LIXTE Biotechnology Holdings, Inc.

LIXTE

Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical and med-tech company focused on new targets for cancer drug development

and developing and commercializing cancer therapies. LIXTE has demonstrated that LB-100, its lead compound and first-in-class lead clinical

PP2A inhibitor, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on published preclinical data,

LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with cancer. It

is part of a pioneering effort in an entirely new field of cancer biology – activation lethality – that is advancing a new

treatment paradigm. LIXTE’s novel approach is covered by a comprehensive patent portfolio, with proof-of-concept clinical trials

currently in progress for Ovarian Clear Cell Carcinoma, Metastatic Colon Cancer and Advanced Soft Tissue Sarcoma. Additional information

can be found at www.lixte.com.

Through

LIXTE’s wholly owned subsidiary, Liora Technologies Europe Ltd., the Company also is pioneering the development of electronically

controlled proton therapy systems for treating tumors in various types of cancers. Liora’s proprietary flagship technology, LiGHT

System, is believed to provide significant advantages over currently available technologies for treating tumors with proton therapy.

Additional information about Liora Technologies can be found at www.lioratechnologies.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, 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 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

PondelWilkinson

Inc. Investor Relations pwinvestor@pondel.com

Roger

Pondel: (310) 279-5965; Laurie Berman: (310) 279-5962

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