Lixte Biotechnology Holdings Inc美股招股说明书(2026-06-04版)

We are offering 2,366,503 shares of our common stock, par value $0.0001 per share (“Common Stock”), and 258,859 pre-fundedwarrants (the “Pre-Funded Warrants”), each Pre-Funded Warrant entitling the holder to purchase one share of our Common Stock (andthe common stock issuable from time to time upon exercise of such Pre-Funded Warrants) at (i) an offering price of $6.31 per share ofcommon stock, and (ii) an offering price of $6.31 per Pre-funded Warrant, in each case in this offering pursuant to this prospectussupplement, the accompanying prospectus, and a securities purchase agreement entered into on June 2, 2026 (the “PurchaseAgreement”), between the Company and certain accredited investors thereto (the “Purchasers”). Each Pre-Funded Warrant will havean exercise price of $0.0001, will be immediately exercisable, and is valid and exercisable until all Pre-Funded Warrants are exercisedin full. This prospectus supplement also relates to the offering of the shares of Common Stock issuable upon exercise of such Pre-Funded Warrants. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “LIXT”. The last sale price of our Common Stock onJune 2, 2026, as reported by the Nasdaq Capital Market, was $7.04 per share. There is no established public trading market for the Pre-Funded Warrants, and we do not expect a market to develop. Investing in any of our securities involves a high degree of risk. See “Risk Factors” beginning on page S-18 of this prospectussupplement and page 4 of the accompanying prospectus and in other documents that are incorporated by reference. (1)Includes proceeds from the assumed exercise of the Pre-Funded Warrants in cash. Delivery of the securities offered pursuant to this prospectus supplement and the accompanying prospectus is expected to be made onor about June 4, 2026, subject to the satisfaction of certain closing conditions. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is June 4, 2026. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-1Cautionary Note Regarding Forward-Looking StatementsS-1Prospectus Supplement SummaryS-5The OfferingS-17Risk FactorsS-18Dividend PolicyS-21DilutionS-22Use of ProceedsS-23Description of SecuritiesS-23Plan of DistributionS-25Legal MattersS-27ExpertsS-27Where You Can Find More InformationS-27Incorporation of Documents By ReferenceS-27 Prospectus PageABOUT THIS PROSPECTUSiiNOTE ABOUT FORWARD-LOOKING STATEMENTSiiiPROSPECTUS SUMMARY1RISK FACTORS4THE SECURITIES WE MAY OFFER4USE OF PROCEEDS5DESCRIPTION OF CAPITAL STOCK5DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF WARRANTS16DESCRIPTION OF RIGHTS18DESCRIPTION OF UNITS19LEGAL OWNERSHIP OF SECURITIES19PLAN OF DISTRIBUTION22LEGAL MATTERS24EXPERTS24WHERE YOU CAN FIND MORE INFORMATION24INFORMATION INCORPORATED BY REFERENCE25 You should rely only upon the information contained or incorporated by reference in this prospectus supplement, theaccompanying prospectus and any related free writing prospectus required to be filed with the Securities and ExchangeCommission. We have not authorized any person to provide you with different or additional information. If anyone providesyou with different or additional information, you should not rely upon it. We are not making an offer to sell these securities inany jurisdiction where such offer or sale is not permitted. You should assume that the information appearing in this prospectussupplement, the accompanying prospectus, any applicable free writing prospectus and the documents incorporated byreference herein or therein is accurate only as of the respective dates of these documents or such other dates as may bespecified therein. Our business, financial condition, liquidity, results of operations and prospects may have changed since thosedates. ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus relate to the sale of our securities registered for sale under ourRegistration Statement on Form S-3 (File No. 333-278874) (the “Registration Statement”), which the Securities and ExchangeCommission (the “Commission” or the “SEC”) declared effective on May 2, 2024. This prospectus supplement and the accompanying prospectus form part of a registration statement that we filed with the Securitiesand Exchange Commission, or the SEC. This document is in two parts. The first part is this prospectus supplement, which describesthe specific terms of this offering and also adds to and updates information contained in the accompanying prospectus and thedocuments incorporated by reference herein or therein. The second part, the accompanying prospectus, provides more generalinformation. Generally, when we refer to this prospectus, we are referring to both pa