LIXTE BIOTECHNOLOGY HOLDINGS, INC. : Entry into a Material Definitive Agreement,

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Item 1.01. Entry into a Material Agreement.

On February 26, 2021, Lixte Biotechnology Holdings, Inc., a Delaware corporation
(the “Company”), entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant
to which the Company agreed to issue and sell, in a registered direct offering
(the “Registered Offering”), 1,133,102 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), at an offering
price of $3.70 per share.

The Registered Offering resulted in gross proceeds of approximately $4,192,000
before deducting the placement agent’s fees and related offering expenses. The
Shares were offered by the Company pursuant to a prospectus supplement to the
Company’s effective shelf registration statement on Form S-3 (Registration No.
333-252430), which was initially filed with the Securities and Exchange
Commission
(the “Commission”) on February 5, 2021, and was declared effective on
February 5, 2021. The Registered Offering closed on March 2, 2021.

The Purchase Agreement also contains customary conditions to closing,
representations and warranties of the Company, and termination rights of the
parties, as well as certain indemnification obligations of the Company and
ongoing covenants for the Company, including a prohibition on the Company
conducting certain variable rate transactions for a period of 180 days from the
closing of the Registered Offering, subject to certain exceptions.

Placement Agent’s Fees and Expenses

Pursuant to an engagement agreement, dated February 26, 2021, the Company
engaged WestPark Capital, Inc. and WallachBeth Capital, LLC (the “Placement
Agents”) to act as the Company’s exclusive placement agents in connection with
the Registered Offering. The Company has agreed to pay the Placement Agents a
cash fee equal to 7.75 % of the aggregate gross proceeds raised in the
Registered Offering, and a non-accountable expense allowance equal to 1.73% and
has agreed to reimburse the Placement Agents for their out-of-pocket expenses
including up to $75,000 for expenses of their legal counsel.

The Company has issued to the Placement Agents, or its designees, warrants (the
“Placement Agents’ Warrants”) to purchase up to 113,310 shares of Common Stock,
which represents 10 % of the Shares sold in the Registered Offering. The
Placement Agents’ Warrants have an exercise price of $3.70 per share, and a
termination date of March 2, 2026. The Placement Agents’ Warrants and the shares
of Common Stock underlying the Placement Agents’ Warrants have not been
registered under the Securities Act and have been issued in reliance on an
exemption from the registration requirements of the Securities Act afforded by
Section 4(a)(2) thereof. The Placement Agents’ Warrants and the shares of the
Company’s Common Stock underlying the Placement Agents’ Warrants may not be
offered or sold in the United States in the absence of…



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