06/17/2025 | Press release | Distributed by Public on 06/17/2025 06:30
Item 1.01 | Entry Into a Material Agreement. |
Effective June 16, 2025, Lixte Biotechnology Holdings, Inc. (the "Company") entered into an Employment Agreement with Geordan Pursglove (the "Pursglove Agreement"), pursuant to which Mr. Pursglove was appointed as the Company's Chief Executive Officer and Chairman of the Board of Directors for a term of three years, subject to automatic termination if the Company has not completed a successful financing that would enable it to maintain its listing on the Nasdaq Capital Market by July 3, 2025 (the "Financing Condition"). Under the Pursglove Agreement, Mr. Pursglove will receive an annual salary of $240,000, which may be increased from time to time in the sole discretion of the Board of Directors. At his election, Mr. Pursglove's compensation will be payable in cash and/or restricted shares of common stock, or a combination thereof. He will also be eligible to receive an annual bonus as determined in the sole discretion of the Board of Directors in the form of cash or equity, or a combination thereof. Mr. Pursglove will not receive any additional compensation for serving as Chairman of the Board of Directors. Effective as of the end of the first trading day of the Company's common stock immediately following the satisfaction of the Financing Condition, as an inducement to Mr. Pursglove to join the Company, as a signing bonus, he will be granted a stock option to purchase 350,000 shares of the Company's common stock at an exercise price equal to the closing price on the Nasdaq Stock Market on such date, which shall be exercisable for a term of five years, and which shall provide for exercise on a cashless basis and will vest 50% on the grant date, 25% on September 30, 2025, and 25% on December 31, 2025, subject to continued service. The stock option grant will not be issued under the Company's 2020 Stock Incentive Plan. The stock option agreement will provide for certain registration rights (including on Form S-8) and for accelerated vesting upon the occurrence of certain events, including early termination of the Pursglove Agreement that is not the result of his voluntary termination or termination for Cause (as defined in the Pursglove Agreement), a sale or change in control of the Company, or a sale, licensing or other disposition of all or substantially all of the assets of the Company.
Effective June 16, 2025, the Employment Agreement between the Company and Bastiaan van der Baan dated as of September 26, 2023 (the "van der Baan Agreement") was amended to provide that Mr. van der Baan will act as President and Chief Scientific Officer of the Company (the "van der Baan Amendment"). In connection therewith, the stock option that Mr. van der Baan was previously granted on September 26, 2023 to acquire 250,000 shares of common stock was deemed fully vested, and the time period for Mr. van der Baan to exercise this stock option at any time in the future that he is no longer providing services to the Company as a consultant, employee or otherwise was increased from ninety (90) days to one (1) year. Except as otherwise indicated, the van der Baan Agreement will remain in full force and effect. If the Financing Condition has not been satisfied, the van der Baan Amendment will be automatically and retroactively terminated and the van der Baan Agreement will be reinstated.
The foregoing description of the Pursglove Agreement and the van der Baan Amendment does not purport to be complete and is subject to, and qualified in its entirety, by the full text of the Pursglove Agreement and the van der Ban Amendment, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively. The van der Baan Agreement was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 27, 2023.