LIXT Lixte Biotechnology Holdings, Inc. - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

On
March 6, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Liora Technologies Europe Ltd, a subsidiary of the Company
(“Liora”) and Orbit Capital Inc., (“Orbit”), entered into an Amended and Restated Share Exchange Agreement with
an effective date of November 21, 2025 (the A&R Agreement). The A&R Agreement amends and restates certain terms of the Share
Exchange Agreement entered into among the Company, Liora and Orbit Capital on November 21, 2025 (the “Original SEA”).

In
connection with the Original SEA, the Company had acquired 100% of Liora and in connection therewith had issued 2,700 shares of its Series
C Preferred Stock and entered into a Royalty Agreement with Orbit (the “Royalty Agreement”). On December 16, 2025, the Company
and Orbit entered into a Termination Letter (the “Termination Letter”), whereby the Company and Orbit Capital terminated
the Royalty Agreement. Additionally, on December 30, 2025, the Company and Orbit entered into a Share Exchange Agreement (the “Post-Closing
SEA”), whereby Orbit exchanged 2,700 shares of the Company’s Series C Preferred Stock for 700,000 shares of the Company’s
common stock and reacquired a 20% ownership interest in Liora (the “Post Closing SEA Transactions”). The Company, Liora and
Orbit intended that the transactions occurring under the Original SEA, the Termination Letter and the Post-Closing SEA (collectively,
the “Transaction Documents”) all be given effect as if they all occurred on the date of the Original SEA. Accordingly, the
Company and Orbit have entered into the A&R Agreement to clarify and consolidate the transactions contemplated by the Transaction
Documents and by such interim arrangements into a single integrated agreement reflecting the parties’ intent and agreed upon ownership
structure.

The
A&R Agreement is being filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing
description does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R Agreement,
which is filed herewith as Exhibits 10.1.

Item
9.01 Financial Statements and Exhibits

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

Exhibit

Number

Description

10.1

Amended and Restated Share Exchange Agreement, dated March 6, 2026 among Orbit Capital Inc., Liora Technologies Europe LTD., and Lixte Biotechnology Holdings, Inc. effective as of November 21, 2025.

10.2

Share Exchange Agreement, dated November 21, 2025, among Lixte Biotechnology Holdings, Inc., Orbit Capital Inc., and Liora Technologies Europe LTD. (incorporated by reference to Exhibit 10.1 of the Registrant Current Report on Form 8-K filed on November 21, 2025).

10.3

Termination Letter dated December 16, 2025, between Lixte Biotechnology Holdings, Inc. and Orbitz Capital Inc. (incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K filed on December 22, 2025).

10.4

Share Exchange Agreement dated December 30, 2025, among Orbit Capital Inc. and Lixte Biotechnology Holdings, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on December 31, 2025).

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