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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under 240.14a-12 |
LIXTE BIOTECHNOLOGY HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| (1) | Title of each class of securities to which transaction applies: | |
| (2) | Aggregate number of securities to which transaction applies: | |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
| (4) | Proposed maximum aggregate value of transaction: | |
| (5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
| (1) | Amount Previously Paid: | |
| (2) | Form, Schedule or Registration Statement No.: | |
| (3) | Filing Party: | |
| (4) | Date Filed: | |
Lixte Biotechnology Holdings, Inc.
680 East Colorado Boulevard, Suite 180
Pasadena, California 91101
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 19, 2024
November 8, 2024
To the stockholders of Lixte Biotechnology Holdings, Inc.:
Notice is hereby given that the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Lixte Biotechnology Holdings, Inc., a Delaware corporation (we, us, our, Lixte, or the Company) will be held on December 19, 2024, at 10:00 a.m. Pacific Time. You are being asked to vote on the following matters:
| (1) |
To elect the five nominees for director named herein;
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| (2) | To ratify the appointment of Weinberg Company, P.A. as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| (3) | To approve, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in the Proxy Statement; and | |
| (4) | To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof. |
The accompanying proxy statement contains additional information and should be carefully reviewed by stockholders.
To accommodate our stockholders, the Annual Meeting will be a completely virtual meeting of stockholders, conducted solely online via live webcast. You will be able to attend and participate in the Annual Meeting online and vote your shares electronically by visiting: https://meetnow.global/M7J6RW5 at the meeting date and time described in the accompanying proxy statement. There is no physical location for the Annual Meeting. Hosting a virtual meeting will enable greater stockholder attendance and participation from any location. Questions related to the Annual Meeting or voting matters can be submitted by email to info@lixte.com . We encourage you to attend online and participate. We recommend that you log in a few minutes before the Annual Meeting start time of 10:00 a.m. Pacific Time on December 19, 2024, to ensure you are logged in when the Annual Meeting begins.
Pursuant to the bylaws of the Company, the Board of Directors has fixed the close of business on October 28, 2024 as the record date (the Record Date) for determination of stockholders entitled to notice and to vote at the Annual Meeting and any adjournment thereof. Holders of the Companys Common Stock are entitled to vote at the Annual Meeting.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the SEC), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in street name). Accordingly, a Notice of Internet Availability of Proxy Materials (the Notice) will be mailed on or about November 8, 2024 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on October 28, 2024. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| /s/ Bas van der Baan | |
| Chairman of the Board |
Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the proxy mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.
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TABLE OF CONTENTS
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Lixte Biotechnology Holdings, Inc.
680 East Colorado Boulevard, Suite 180
Pasadena, California 91101
PROXY STATEMENT
FOR
2024 ANNUAL MEETING OF STOCKHOLDERS
December 19, 2024
The enclosed proxy is solicited by the Board of Directors (the Board of Directors or Board) of Lixte Biotechnology Holdings, Inc. (the Company), in connection with the 2024 Annual Meeting of Stockholders (the Annual Meeting) of the Company, to be held on December 19, 2024, at 10:00 a.m. Pacific Time via live webcast at https://meetnow.global/M7J6RW5.
At the Annual Meeting, you will be asked to consider and vote upon the following matters:
| (1) |
To elect the five nominees for director named herein;
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| (2) | To ratify the appointment of Weinberg Company, P.A. as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| (3) | To approve, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in the Proxy Statement; and |
| (4) | To transact other business that may properly come before the meeting and any postponement(s) or adjournment(s) thereof. |
The Board of Directors has fixed the close of business on October 28, 2024 as the record date (the Record Date) for determining stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof.
In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the SEC), we have elected to provide our beneficial owners and stockholders of record access to our proxy materials over the Internet. Beneficial owners are stockholders whose shares are held in the name of a broker, bank or other agent (i.e., in street name). Accordingly, a Notice of Internet Availability of Proxy Materials (the Notice) will be mailed on or about November 8, 2024 to our beneficial owners and stockholders of record who owned our Common Stock at the close of business on October 28, 2024. Beneficial owners and stockholders of record will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice. Beneficial owners and stockholders of record who have previously requested to receive paper copies of our proxy materials will receive paper copies of the proxy materials instead of a Notice.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON DECEMBER 19, 2024: THE NOTICE, PROXY STATEMENT, PROXY CARD AND THE ANNUAL REPORT ARE AVAILABLE AT HTTPS://IR.LIXTE.COM/SEC-FILINGS AND AT WWW.EDOCUMENTVIEW.COM/LIXT.
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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why did I receive in the mail a Notice of Internet Availability of Proxy Materials this year instead of a full set of Proxy Materials?
We are pleased to take advantage of the SEC rule that allows companies to furnish their proxy materials over the Internet. Accordingly, we have sent to our beneficial owners and stockholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. Our stockholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis. A stockholders election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates its election.
We intend to mail the Notice on or about November 8, 2024 to all stockholders of record entitled to vote at the Annual Meeting.
Will I receive any other proxy materials by mail?
W e may send you a proxy card, along with a second Notice, on or after November 8, 2024 .
How can I attend the Annual Meeting?
To accommodate our stockholders, the Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held. You will be able to attend the Annual Meeting online by visiting https://meetnow.global/M7J6RW5. You also will be able to vote your shares online by attending the Annual Meeting by webcast. Questions related to the Annual Meeting or voting matters can be submitted by email to info@lixte.com .
To participate in the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 10:00 a.m., Pacific Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
How do I register to attend the Annual Meeting virtually on the Internet?
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare Trust Company, N.A.), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received. Registered stockholders can attend the meeting by accessing the meeting site at https://meetnow.global/M7J6RW5 and entering the 15-digit control number that can be found on your Notice or proxy card mailed with the proxy materials.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Lixte Biotechnology Holdings, Inc. holdings along with your name and email address to Computershare. Requests for registration must be labeled as Legal Proxy and be received no later than 5:00 p.m., Eastern Time, on December 16, 2024. You will receive a confirmation of your registration by email after we receive your registration materials.
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Requests for registration should be directed to us at the following:
By email
Send an email to investorvote@computershare.com with Proxy Materials Lixte Biotechnology Holdings, Inc. in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side of the Notice, and state that you want a paper copy of the meeting materials. You may also forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com .
By phone
Call Computershare free of charge at 1-866-641-4276.
By internet
Go to www.envisionreports.com/LIXT . Click Cast Your Vote or Request Materials.
Who can vote at the Annual Meeting?
Only stockholders of record at the close of business on October 28, 2024 will be entitled to vote at the Annual Meeting. On this record date, there were 2,249,290 shares of common stock outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your Name
If on October 28, 2024 your shares were registered directly in your name with the Companys transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record. As a stockholder of record, you may vote at the meeting or vote by proxy. Whether or not you plan to attend the meeting, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. Registered stockholders can attend the meeting by accessing the meeting site at https://meetnow.global/M7J6RW5 and entering the 15-digit control number that can be found on your Notice or proxy card mailed with the proxy materials.
Beneficial Owner: Shares Registered in the Name of a Broker or Bank
If on October 28, 2024 your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in street name and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the meeting unless you request and obtain a valid proxy from your broker or other agent.
What am I voting on?
There are three matters scheduled for a vote:
● To elect the five nominees for director named herein;
● To ratify the appointment of Weinberg Company, P.A. as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024; and
● To approve the compensation of our Executive Officers.
What if another matter is properly brought before the meeting?
The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.
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How Do I Vote?
You may either vote For all the nominees to the Board of Directors or you may Withhold your vote for any nominee you specify. For each of the other matters to be voted on, you may vote For or Against or abstain from voting.
The procedures for voting are fairly simple:
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, you may vote at the Annual Meeting or vote by proxy using the enclosed proxy card. Alternatively, you may vote by proxy either by telephone or on the Internet. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the meeting and vote even if you have already voted by proxy.
● To vote using the proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
● To vote over the telephone, dial toll-free 1-800-652-VOTE ( 8683 ) using a touch-tone phone and follow the recorded instructions. You will be asked to provide the company number and control number from the Notice. Your telephone vote must be received by 11:59 pm Pacific Time on December 18, 2024 to be counted.
● To vote through the internet, go to https://www.envisionreports.com/LIXT to complete an electronic proxy card. You will be asked to provide the company number and control number from the Notice. Your internet vote must be received by 11:59 pm Pacific Time on December 18, 2024 to be counted.
● To vote during the Annual Meeting, follow the instructions posted at https://meetnow.global/M7J6RW5.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from the Company. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.
What if I have technical difficulties or trouble accessing the virtual Annual Meeting?
The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of common stock you own as of October 28, 2024.
What happens if I do not vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or at the Annual Meeting, your shares will not be voted.
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Beneficial Owner: Shares Registered in the Name of Broker or Bank
Our common stock is listed on The Nasdaq Capital Market. However, under current New York Stock Exchange (NYSE) rules and interpretations that govern broker non-votes, if you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the NYSE deems the particular proposal to be a routine matter. Brokers and nominees can use their discretion to vote uninstructed shares with respect to matters that are considered to be routine, but not with respect to non-routine matters. Under the rules and interpretations of the NYSE, non-routine matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposals 1 and 3 without your instructions, but may vote your shares on Proposal 2 even in the absence of your instructions. Because NYSE rules apply to all brokers that are members of the NYSE, the foregoing rules apply to the Annual Meeting even though our common stock is listed on The Nasdaq Capital Market.
What if I return a proxy card or otherwise vote but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, For the election of all five nominees for director and, For the proposals to ratify the appointment of Weinberg Company, P.A. as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2024, and to approve the compensation of the Companys named executive officers. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?
If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.
Can I change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:
● You may submit another properly completed proxy card with a later date.
● You may grant a subsequent proxy by telephone or through the internet.
● You may send a timely written notice that you are revoking your proxy to the Companys Secretary at 680 East Colorado Boulevard, Suite 180, Pasadena, California 91101.
● You may vote during the Annual Meeting which will be hosted via the Internet.
Your most current proxy card or telephone or internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the Name of Broker or Bank
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
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When are stockholder proposals and director nominations due for next years Annual Meeting?
Under the Companys Bylaws, your proposal (including a director nomination) must be submitted in writing to Lixte Biotechnology Holdings, Inc., ATTN: Secretary, at 680 East Colorado Boulevard, Suite 180, Pasadena, California 91101, not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding years annual meeting. Accordingly, notice of a proposal must be submitted no earlier than July 31, 2025 and no later than August 29, 2025. You are also advised to review the Companys Bylaws, which contain additional requirements relating to advance notice of stockholder proposals and director nominations.
How are votes counted?
Votes will be counted by the inspector of election appointed for the meeting, who will separately count, for the proposal to elect directors, votes For, Withhold and broker non-votes; and, with respect to Proposals 2 and 3, votes For and Against, and abstentions.
What are broker non-votes?
As discussed above, when a beneficial owner of shares held in street name does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be non-routine, the broker or nominee cannot vote the shares. These unvoted shares are counted as broker non-votes.
How Many Votes Are Needed for Each Proposal to Pass?
| Proposal | Vote Required for Approval | Effect of Abstention | Effect of Broker Non-Vote | |||
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Election of five members to our Board of Directors
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Plurality of the votes cast (the five directors receiving the most For votes)
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None. | None. | |||
| Ratification of the Appointment of Weinberg Company, P.A. as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2024 | For votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter | Against. | Not applicable (1). | |||
| To approve, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in the proxy statement | For votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter | Against. | None. |
| (1) | This proposal is considered to be a routine matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under NYSE rules to vote your shares on this proposal. |
Vote cast online during the virtual Annual Meeting will constitute votes cast in person at the Annual Meeting for purposes of the votes.
What Constitutes a Quorum?
To carry on business at the Annual Meeting, we must have a quorum. A quorum is present when 33-1/3% of the shares entitled to vote, as of the Record Date, are represented in person or by proxy. Virtual attendance at the Annual Meeting constitutes presence in person for purposes of a quorum at the meeting. Thus, holders representing at least 749,764 shares must be represented in person or by proxy to have a quorum. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. Shares owned by us are not considered outstanding or considered to be present at the Annual Meeting. If there is not a quorum at the Annual Meeting, our stockholders may adjourn the meeting.
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How can I find out the Results of the Voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, which we will file with the SEC within four business days of the annual meeting.
ELECTION OF DIRECTORS
Each director to be elected at the Annual Meeting will serve until the next annual meeting of stockholders and until his or her successor is elected, or, if sooner, until such directors death, resignation or removal. Unless otherwise instructed, the persons named in the accompanying proxy intend to vote the shares represented by the proxy for the election of the five nominees listed below. Although it is not contemplated that any nominee will decline or be unable to serve as a director, in such event, proxies will be voted by the proxy holder for such other persons as may be designated by the Board of Directors, unless the Board of Directors reduces the number of Directors to be elected. Election of a director to the Board of Directors requires a plurality of the votes cast at the Annual Meeting.
The current Board of Directors consists of Bas van der Baan, Dr. Stephen Forman, Dr. Yun Yen, Regina Brown, and Dr. Ren Bernards. The Board of Directors has determined that a majority of its members consisting of Dr. Forman, Dr. Bernards, Dr. Yen and Ms. Brown are independent directors within the meaning of the applicable Nasdaq rules.
The following table sets forth the director nominees and certain information about such nominees.
| Name | Age | Director Since | ||
| Bas van der Baan | 52 | 2022 | ||
| Dr. Stephen Forman | 76 | 2016 | ||
| Dr. Yun Yen | 69 | 2018 | ||
| Regina Brown | 61 | 2021 | ||
| Dr. Ren Bernards | 71 | 2022 |
Bas van der Baan
Bastiaan (Bas) van der Baan was appointed to the Companys Board of Directors effective June 17, 2022. Effective September 26, 2023, Mr. van der Baan replaced the Companys founder, Dr. John S. Kovach, as President and Chief Executive Officer. Dr. Kovach passed away on October 5, 2023. Effective October 6, 2023, as a result of the passing of Dr. Kovach, Mr. van der Baan was appointed as Chairman of the Board of Directors.
Mr. van der Baan has over 20 years of experience in the biotechnology industry, with a key focus on oncology and diagnostics. He has extensive knowhow in the process of managing a compound from clinical development to reimbursement and commercialization, as well as the establishment of partnerships with the pharmaceutical industry, academic collaborators, distributors, insurance companies and governments to successfully launch new oncology products. Mr. van der Baan was most recently the Chief Clinical Officer of Agendia, an oncology molecular diagnostic company based in Irvine, California and Amsterdam, Netherlands through July 15, 2023. Mr. van der Baan is an independent director of Tethis S.p.A., a Milan, Italy-based developer of a novel platform for liquid biopsy testing. Mr. van der Baan was co-founder of ThromboDx, a liquid biopsy company that was acquired in 2016, Qameleon Therapeutics, a company developing synthetic lethal drug combinations for cancer treatment, and Oncosence, an oncology drug development company using senescence as target for drug development. Mr. van der Baan started his career in 1997 at a specialty chemicals division of Unilever that was acquired by ICI. In 2002, Mr. van der Baan joined Kreatech, a biotechnology company acquired by Leica that specialized in life science reagents for gene expression, DNA and protein analysis. Mr. van der Baan holds a Masters Degree in Molecular Sciences from the Wageningen University in the Netherlands.
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We believe that Mr. van der Baans qualifications to sit on the Board include his extensive business and management experience.
Dr. Stephen J. Forman
Stephen J. Forman, M.D. was appointed to our Board of Directors, effective May 13, 2016. Dr. Forman is an internationally recognized expert in hematologic malignancies and bone marrow transplantation and is a leader in preclinical and clinical cancer research. He is co-editor of Thomas Hematopoietic Cell Transplantation, a definitive textbook for clinicians, scientists and health care professionals. Dr. Forman is the Francis and Kathleen McNamara Distinguished Chair in Hematology and Hematopoietic Cell Transplantation at the City of Hope Comprehensive Cancer Center, a position he has held since 1987.
In nearly 40 years at City of Hope, Dr. Forman has been instrumental in advancing the survival rates for patients suffering from cancers of the blood and immune system such as leukemia, lymphoma and myeloma.
As Director of the T Cell Immunotherapy Research Laboratory, his current research is focused on cancer immunotherapy, using the bodys own immune system to attack cancer. Pharmacological enhancement of patients immune responses to their cancers is of special interest to us as the enzyme target of its lead clinical compound, LB-100, has been reported recently to be critical to immune function. Much of Dr. Formans current work centers on T cells and their cancer-fighting potential.
We believe that Dr. Formans qualifications to sit on the Board include his extensive medical and research experience principally at the City of Hope, one of the nations leading biomedical research and treatment institutions.
Dr. Yun Yen
Yun Yen, M.D., Ph.D., F.A.C.P. was appointed to our Board of Directors effective August 4, 2018. Dr. Yen is a physician, scientist, innovator, and philanthropist. He is widely regarded as an expert in ribonucleotide reductase, a critical target in cancer therapy and diagnostics. He is President Emeritus of Taipei Medical University (TMU) and Chair Professor of the Ph.D. Program for Cancer Biology and Drug Discovery. Prior to TMU, Dr. Yen was the Allen and Lee Chao Endowed Chair in Developmental Cancer Therapeutics, Chair of Molecular Pharmacology Department, Associate Director for Translational Research, and Co-Director of the Developmental Cancer Therapeutics Program at the City of Hope NCI-designated Comprehensive Cancer Center, Duarte California. He has published more than 300 peer-reviewed articles, holds over 60 patents, and has commercialized multiple methodologies involving nanoparticles, small and large molecule drugs, biomarkers, stem cells, and medical devices. Dr. Yen also founded philanthropic organizations aimed at serving the global cancer community and holds membership in numerous professional societies. He serves on the boards of Fulgent Genetics and Tanvex BioPharma Inc.
We believe that Dr. Yens qualifications to sit on the Board include his extensive medical and research experience.
Regina Brown
Regina Brown was appointed to our Board of Directors effective May 11, 2021. Ms. Brown has been a practicing accountant for over 30 years. Currently, her practice has a wide range of clients, varying in size, industry and geographic locations. They include large national corporations listed on the New York Stock Exchange, as well as local Southern California businesses. Other clients consist of professionals, wholesalers, and high net worth individuals. Many of her clients have international and cross-border operations.
As a consequence of her depth of experience, she regularly assists other professionals with their clients issues and performs tax research and analysis in connection with litigation and other matters including marital dissolution, tax and accounting with respect to mergers and acquisitions, implementation of internal controls, and extensive work in the area of trusts and estates. In addition, international tax matters and compliance have become a significant part of her practice. Ms. Brown is a member in good standing of the California Society of CPAs and the American Institute of Certified Public Accountants and has appeared as a speaker before both organizations.
We believe that Ms. Browns qualifications to sit on the Board include her extensive accounting and business experience.
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Dr. Ren Bernards
Dr. Ren Bernards was appointed to our Board of Directors effective June 15, 2022. Dr. Bernards is a leader in the field of molecular carcinogenesis and is employed by the Netherlands Cancer Institute in Amsterdam. His research focuses on identifying effective new drug combinations, new drug targets, and mechanisms of resistance to anti-cancer drugs. He has also co-founded four biotechnology companies to bring his scientific discoveries to clinical oncology practice. He is a member of the Royal Netherlands Academy of Sciences, an International Honorary Member of the American Academy of Arts and Sciences and an International Member of the National Academy of Sciences (USA). Additionally, he is a fellow of the American Association for Cancer Research (AACR), and has received the Princess Takamatsu Memorial Lectureship at this years AACR annual meeting where he presented new data on the unexpected effectiveness of the Companys lead compound, LB-100, when given with a variety of standard and investigational anti-cancer compounds that have only modest activity on their own.
We believe that Dr. Bernards qualifications to sit on the Board include his extensive medical and research experience.
2020 Stock Incentive Plan
The Board of Directors of the Company has adopted, and the Companys stockholders have approved, the 2020 Stock Incentive Plan (the 2020 Plan), which provides for the granting of equity-based awards, consisting of stock options, restricted stock, restricted stock units, stock appreciation rights, and other stock-based awards to employees, officers, directors and consultants of the Company and its affiliates for up to 750,000 shares of the Companys common stock, under terms and conditions as determined by the Companys Board of Directors.
Director Compensation
Under our non-employee Director Compensation policy, the following compensation program was amended in June 2022 for the outside (independent) directors:
Cash Compensation (payable quarterly):
Base director compensation - $20,000 per year
Chair of audit committee - additional $10,000 per year
Chair of any other committees - additional $5,000 per year
Member of audit committee - additional $5,000 per year
Member of any other committees - additional $2,500 per year
In conjunction with the Companys efforts to preserve cash, the Board and the Compensation Committee approved an amendment to the above program, such that for the quarter ended June 30, 2024 and for the subsequent quarters ended September 30, 2024 and December 31, 2024, all of the non-officer directors will receive, in lieu of cash compensation, stock options exercisable for a period of five years, vesting immediately, to purchase common stock at an exercise price based on the closing market price at the end of each of the applicable quarters, with the amount of such stock options equal to the cash payment such director would otherwise have been entitled to receive for such quarter, divided by their quarter-end value as determined pursuant to the Black-Scholes option-pricing model. This program may be extended for additional quarterly periods subsequent to December 31, 2024.
Equity Compensation:
Appointment of new director Options for 25,000 shares of common stock, exercisable at the closing market price on date of grant for a period of five years, vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter beginning in the quarter immediately subsequent to the date of grant until fully vested, subject to continued service. At the discretion of the Board, for a nominee to the Board who is restricted by his or her respective institution or employer from receiving equity-based compensation, in lieu of the grant of such stock options, the Company may elect to pay a one-time cash fee to $100,000 to such director, payable upfront.
Annual grant of stock options to outside directors effective on the last business day of the month of June, options to purchase 10,000 shares of common stock, exercisable for a period of five years, at the closing market price on the date of the grant, vesting 12.5% on the last day of each subsequent calendar quarter-end beginning in the quarter immediately subsequent to the date of grant until fully vested. If any director has served for less than 12 full calendar months at the grant date, the amount of such stock option grant shall be prorated based on the length of service of such director. At the discretion of the Board, for a nominee who is restricted by his or her respective institution or employer from receiving equity compensation, in lieu of the grant of such stock options, the Company may elect to pay an annual cash fee of $40,000 to such director payable quarterly.
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Effective as of June 15, 2022, Dr. Ren Bernards was appointed to the Companys Board of Directors. As a new director, in lieu of a grant of stock options, Dr. Bernards received a one-time cash board fee of $100,000, payable immediately, and an annual cash board fee of $40,000, payable quarterly. During the year ended December 31, 2022, the Company recorded charges to general and administrative costs in the consolidated statement of operations of $133,873 with respect to his cash board compensation. In conjunction with the Companys efforts to preserve cash, Dr. Bernards has agreed to receive equity-based compensation for his services on the Board, effective with the quarter ended June 30, 2024. Dr. Bernards has agreed to receive the same Board compensation, both in form and amount, as the other non-officer directors.
On June 17, 2022, the Board of Directors appointed Bas van der Baan to the Board of Directors. In connection with his appointment to the Board of Directors, and in accordance with the Companys cash and equity compensation package for members of the Board of Directors, Mr. van der Baan was granted stock options to purchase 25,000 shares of common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 50% on the grant date and the remainder vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $158,525 ($6.341 per share), of which $79,263 was attributable to the portion of the stock options fully vested on June 17, 2022 and was therefore charged to operations on that date. The remaining unvested portion of the fair value of the stock options is being charged to operations ratably from June 17, 2022 through June 30, 2024. During the year ended December 31, 2022, the Company recorded a total charge to general and administrative costs in the consolidated statement of operations of $100,249 with respect to these stock options. In conjunction with his Employment Agreement with the Company, effective September 26, 2023, Mr. van der Baan was granted options to purchase 250,000 shares of common stock exercisable for a period of five years at an exercise price of $1.95 per share, vesting quarterly over a three-year period on the last day of each calendar quarter commencing October 1, 2023, subject to continued service.
On June 30, 2022, in accordance with the Companys cash and equity compensation package for members of the Board of Directors, each of the five non-officer directors of the Company was granted stock options to purchase 10,000 shares (a total of 50,000 shares) of common stock, exercisable for a period of five years at an exercise price of $7.40 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter-end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $316,700 ($6.334 per share), which is being charged to operations ratably from July 1, 2022 through June 30, 2024. During the year ended December 31, 2022, the Company recorded a total charge to general and administrative costs in the consolidated statement of operations of $63,777 with respect to these stock options.
On November 6, 2022, each of the four officers of the Company was granted stock options to purchase 20,000 shares (a total of 80,000 shares) of common stock, exercisable for a period of five years at an exercise price of $20.00 per share, vesting 25% on issuance and 25% on each anniversary date thereafter until fully vested, subject to continued service. The total fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $262,560 ($3.282 per share), which is being charged to operations ratably from November 6, 2022 through November 6, 2025. During the year ended December 31, 2022, the Company recorded a total charge to general and administrative costs in the consolidated statement of operations of $75,520 with respect to these stock options.
On June 30, 2023, in accordance with the Companys cash and equity compensation package for members of the Board of Directors, each of the four non-officer directors of the Company was granted stock options to purchase 10,000 shares (a total of 40,000 shares) of the Companys common stock, exercisable for a period of five years at an exercise price of $5.88 per share (the closing market price on the grant date), vesting 12.5% on the last day of each subsequent calendar quarter -end until fully vested, subject to continued service. The fair value of these stock options, as calculated pursuant to the Black-Scholes option-pricing model, was determined to be $192,593 ($4.8131 per share), which is being charged to operations ratably from July 1, 2023 through June 30, 2025.
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Summary Compensation Table
The table set forth below presents the compensation awarded to, earned by or paid to our named directors for the years ended December 31, 2023, 2022 and 2021.
|
Name and Principal Position (2) |
Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Philip F. Palmedo | 2023 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Director (8) | 2022 | - | - | - | 63,340 | - | - | 21,148 | 84,488 | |||||||||||||||||||||||||||
| 2021 | - | - | - | 427,047 | - | - | 20,458 | 447,505 | ||||||||||||||||||||||||||||
| Stephen J. Forman (9) | 2023 | - | - | - | 48,131 | - | - | 22,500 | 70,631 | |||||||||||||||||||||||||||
| Director | 2022 | - | - | - | 63,340 | - | - | 22,500 | 85,840 | |||||||||||||||||||||||||||
| 2021 | - | - | - | 427,047 | - | - | 16,819 | 443,866 | ||||||||||||||||||||||||||||
| Winson Sze Chun Ho | 2023 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Director (3) | 2022 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| 2021 | - | - | - | 142,828 | - | - | - | 142,828 | ||||||||||||||||||||||||||||
| Yun Yen (10) | 2023 | - | - | - | 48,131 | - | - | 30,000 | 78,131 | |||||||||||||||||||||||||||
| Director | 2022 | - | - | - | 63,340 | - | - | 30,000 | 93,340 | |||||||||||||||||||||||||||
| 2021 | - | - | - | 427,047 | - | - | 21,833 | 448,880 | ||||||||||||||||||||||||||||
| Gil Schwartzberg | 2023 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Director (4) | 2022 | - | - | - | 63,340 | - | - | 16,630 | 79,970 | |||||||||||||||||||||||||||
| 2021 | - | - | - | 1,037,830 | - | - | 14,556 | 1,052,386 | ||||||||||||||||||||||||||||
| Regina Brown | 2023 | - | - | - | 48,131 | - | - | 30,000 | 78,131 | |||||||||||||||||||||||||||
| Director (5) | 2022 | - | - | - | 63,340 | - | - | 30,000 | 93,340 | |||||||||||||||||||||||||||
| 2021 | - | - | - | 942,582 | - | - | 19,167 | 961,749 | ||||||||||||||||||||||||||||
| Ren Bernards | 2023 | - | - | - | - | - | - | 62,500 | 62,500 | |||||||||||||||||||||||||||
| Director (6) | 2022 | - | - | - | - | - | - | 133,873 | 133,873 | |||||||||||||||||||||||||||
| 2021 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| Bas van der Baan | 2023 | - | - | - | 48,131 | - | - | 18,478 | 66,609 | |||||||||||||||||||||||||||
| Director (7) | 2022 | - | - | - | 158,525 | - | - | 11,869 | 170,394 | |||||||||||||||||||||||||||
| 2021 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
(1) Consists of grant date fair value of option award calculated pursuant to the Black-Scholes option-pricing model.
(2) Dr. John S. Kovach, the founder of the Company, served as Chairman of the Board of Directors until his death on October 5, 2023. Prior to September 26, 2023, Dr. Kovach was also the President, Chief Executive Officer and Chief Scientific Officer of the Company. Dr. Kovach did not receive any separate compensation for his services as a member of the Board of Directors.
(3) Resigned as a director of the Company effective April 9, 2021.
(4) Appointed as a director of the Company effective April 9, 2021 and died on October 30, 2022.
(5) Appointed as a director of the Company effective May 11, 2021.
(6) Appointed as a director of the Company effective June 15, 2022. Dr. Bernards received all of his compensation in 2022 and 2023 in the form of cash.
(7) Appointed as a director of the Company effective June 17, 2022, and as Chairman of the Board of Directors on October 6, 2023.
(8) Did not stand for re-election at the annual meeting of stockholders. Accordingly, his term as a director of the Company ended effective October 7, 2022.
(9) Appointed as a director of the Company effective May 13, 2016.
(10) Appointed as a director of the Company effective August 4, 2018.
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Family Relationships
Eric Forman, our appointed Vice President and Chief Operating Officer, is the son of board member Dr. Stephen Forman. Julie Forman, Mr. Formans spouse, is Vice President of Morgan Stanley Wealth Management, where the Companys cash is deposited and with which the Company maintains a continuing banking relationship.
Involvement in Certain Legal Proceedings
During the past ten years, none of our officers, directors, promoters or control persons have been involved in any legal proceedings as described in Item 401(f) of Regulation S-K.
VOTE REQUIRED
Under applicable Delaware law, the election of each nominee requires the affirmative vote by a plurality of the voting power of the shares present and entitled to vote on the election of directors at the Annual Meeting at which a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES NAMED ABOVE AS DIRECTORS, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Code of Business Conduct and Ethics
The Board has established a corporate Code of Business Conduct and Ethics that applies to all officers, directors and employees and which is intended to qualify as a code of ethics as defined by Item 406 of Regulation S-K of the Exchange Act. The Code of Business Conduct and Ethics is available on the Investor Relations section of the Companys website at www.lixte.com . If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the Code to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website.
Public Availability of Corporate Governance Documents
Our key corporate governance documents, including our Code of Conduct and the charters of our Audit Committee and Compensation Committee are:
● available on the Investor Relations section of our corporate website at www.lixte.com ; and
● available in print to any stockholder who requests them from our corporate secretary.
Director Attendance
The Board held seven meetings during 2023. Each director attended at least 75% of Board meetings and meetings of the committees on which he or she served.
Board Qualification and Selection Process
Our entire Board of Directors serves in place of a Nominating and Corporate Governance Committee. The Board does not have a specific written policy or process regarding the nominations of directors, nor does it maintain minimum standards for director nominees or consider diversity in identifying nominees for director. However, the Board does consider the knowledge, experience, integrity and judgment of potential candidates for nominations to the Board. The Board will consider persons recommended by stockholders for nomination for election as directors. The Board will consider and evaluate a director candidate recommended by a stockholder in the same manner as a Board-recommended nominee. Stockholders wishing to recommend director candidates must follow the prior notice requirements as described herein.
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Board Diversity Matrix
The following Board Diversity Matrix as of September 30, 2024 presents our Board Diversity statistics, in accordance with NASDAQ Rule 5606, as self-disclosed by the directors. While the Board satisfies minimum objectives of NASDAQ Rule 5605(f)(2), the Board will continue to consider the diversity of the Board in its selection of director nominees.
| Total Number of Directors: 5 | ||||
| Female | Male | |||
| Gender: | ||||
| Directors | 1 | 4 | ||
| Number of Directors Who Identify in Any of the Categories Below: | ||||
| Asian | 0 | 1 | ||
| White | 1 | 3 | ||
Board Leadership Structure and Risk Oversight
The leadership of the Board is currently structured so that it is led by the Companys Chief Executive Officer, Bas van der Baan, who is responsible for presiding over meetings of the Board of Directors, setting meeting agendas and determining materials to be distributed to the Board of Directors.
The Board of Directors has determined that given the size and current state of the Companys operations, this leadership structure is in the best interest of the Company and its stockholders. The entire Board of Directors, as well as through its various committees, is responsible for oversight of the Companys risk management process. Management furnishes information regarding risk to the Board of Directors as requested. The Audit Committee discusses risk management with the Companys management and independent public accountants as set forth in the Audit Committees charter. The Compensation Committee reviews the compensation programs of the Company to make sure economic incentives are tied to the long-term interests of the stockholders. The Company believes that innovation and the building of long-term stockholder value are impossible without taking risks. The Company recognizes that imprudent acceptance of risk and the failure to identify risks could be detrimental to stockholder value. The executive officers of the Company are responsible for assessing these risks on a day-to-day basis and for how to best identify, manage and mitigate significant risks that the Company may face.
| 16 |
Board Committees
The Board has established an Audit Committee and a Compensation Committee. For the fiscal year ended December 31, 2023, Regina Brown, Bas van der Baan, and Yun Yen served on the Audit Committee, with Ms. Brown serving as Chair. As Mr. van der Baan was appointed as the Companys President and Chief Executive Officer, effective September 26, 2023, Ren Bernards replaced Mr. van der Baan on the Audit Committee. For the fiscal year ended December 31, 2023, Ren Bernards, Stephen Forman and Yun Yen served on the Compensation Committee, with Dr. Yen serving as Chair. Effective March 12, 2024, Regina Brown replaced Dr. Forman on the Compensation Committee.
The following is a description of each of the committees and their composition:
Audit Committee
Audit Committee
Our Audit Committee is responsible for, among other things:
| ● | Approving and retaining the independent auditors to conduct the annual audit of our financial statements; | |
| ● | reviewing the proposed scope and results of the audit; | |
| ● | reviewing and pre-approving audit and non-audit fees and services; | |
| ● | reviewing accounting and financial controls with the independent auditors and our financial and accounting staff; | |
| ● | reviewing and approving transactions between us and our directors, officers and affiliates; | |
| ● | establishing procedures for complaints received by us regarding accounting matters; | |
| ● | overseeing internal audit functions, if any; and | |
| ● | preparing the report of the Audit Committee that the rules of the SEC require to be included in our annual meeting proxy statement. |
Our Audit Committee currently consists of Ren Bernards, Dr. Yun Yen, and Regina Brown, with Ms. Brown serving as chair. Our Board of Directors has affirmatively determined that each of the Audit Committee members meet the definition of independent director under the Nasdaq rules, and that they meet the independence standards under Rule 10A-3. Each member of our Audit Committee meets the financial literacy requirements of the Nasdaq rules. In addition, our Board of Directors has determined that Regina Brown qualifies as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our principal corporate website at www.lixte.com . The Audit Committee met six times during 2023.
Report of the Audit Committee of the Board of Directors
This report of the Audit Committee is required by the SEC and, in accordance with the SECs rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the Securities Act), or under the Securities Exchange Act of 1934, as amended (the Exchange Act), except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed soliciting material or filed under either the Securities Act or the Exchange Act.
| 17 |
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2023 with management of the Company. The Audit Committee has discussed with the Companys independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firms independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Submitted by:
The Audit Committee of
The Board of Directors
Regina Brown (Chair)
Dr. Ren Bernards
Dr. Yun Yen
Compensation Committee
Our Compensation Committee is responsible for, among other things:
| ● | reviewing and recommending the compensation arrangements for executive management; | |
| ● | establishing and reviewing general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals; | |
| ● | administering our stock incentive plans; and | |
| ● | preparing the report of the Compensation Committee that the rules of the SEC require to be included in our annual meeting proxy statement. |
Our Compensation Committee consists of Dr. Yun Yen, Regina Brown and Ren Bernards, with Dr. Yen serving as chair. Our Board of Directors has determined that all three committee members are independent directors under Nasdaq rules. Our Board of Directors has adopted a written charter for the Compensation Committee, which is available on our principal corporate website at www.lixte.com . The Compensation Committee met one time during 2023.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is an officer or employee of the Company. None of the executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on the Board or Compensation Committee.
Compensation Committee Report
This report of the Compensation Committee is required by the SEC and, in accordance with the SECs rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed soliciting material or filed under either the Securities Act or the Exchange Act.
| 18 |
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be incorporated into the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Submitted by:
The Compensation Committee of
The Board of Directors
Dr. Yun Yen (Chair)
Regina Brown
Dr. Ren Bernards
Stockholder Communication
Any stockholder may communicate in writing by mail at any time with the entire Board of Directors or any individual director (addressed to Board of Directors or to a named director), c/o Lixte Biotechnology Holdings, Inc., ATTN: Secretary, 680 East Colorado Boulevard, Suite 180, Pasadena, California 91101. All communications will be compiled by the Secretary of the Company and promptly submitted to the Board of Directors or the individual directors on a periodic basis.
Policy Regarding Attendance at Annual Meetings of Stockholders
The Company does not have a policy with regard to the attendance of Board members at annual meetings of stockholders.
Director Independence
As required under the Nasdaq Stock Market listing standards, a majority of the members of a listed companys board of directors must qualify as independent, as affirmatively determined by the Board of Directors. The Board of Directors consults with the Companys counsel to ensure that its determinations are consistent with relevant securities and other laws and regulations regarding the definition of independent, including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, the Board of Directors has affirmatively determined that the following director nominees are independent directors within the meaning of the applicable Nasdaq listing standards: Yun Yen, Regina Brown, and Ren Bernards.
RATIFICATION OF THE APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Weinberg Company, P.A. (Weinberg) to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024 and our Board of Directors has further directed that management submit the selection of its independent registered public accountant firm for ratification by the stockholders at the Annual Meeting. Weinberg has audited the Companys financial statements since 2013. Representatives of Weinberg are not expected to be present at the Annual Meeting.
Stockholder ratification of the selection of Weinberg as the Companys independent registered public accountants is not required by Delaware law, the Companys certificate of incorporation, or the Companys bylaws. However, the Audit Committee is submitting the selection of Weinberg to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain that firm. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of different independent registered public accountants at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders.
| 19 |
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote at the annual meeting will be required to ratify the selection of Weinberg. Abstentions will be counted toward the tabulation of votes cast on Proposal 2 and will have the same effect as negative votes. Broker non-votes will be counted towards a quorum, but will not be counted for any purpose in determining whether Proposal 2 has been approved.
Audit Fees
The following table sets forth aggregate fees billed to us by Weinberg Company, P.A., our independent registered public accounting firm during the fiscal years ended December 31, 2023 and 2022.
| Years Ended December 31, | ||||||||
| 2023 | 2022 | |||||||
| Audit Fees (1) | $ | 120,640 | $ | 111,806 | ||||
| Audit-Related Fees (2) | ||||||||
| Tax Fees (3) | 32,860 | 28,553 | ||||||
| Other Fees (4) | ||||||||
| Total | $ | 153,500 | $ | 140,359 | ||||
| (1) | Audit fees represent fees for professional services provided in connection with the audit of our annual financial statements included in our Annual Reports on Form 10-K and the review of our interim financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory or regulatory filings, excluding those fees included in Other Fees. |
| (2) | Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported above under Audit Fees. There were no such fees incurred during the years ended December 31, 2023 and 2022. |
| (3) | Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning. |
| (4) | Other fees represent fees incurred with respect to our Registration Statements on Forms S-3 and S-8 declared effective by the U.S. Securities and Exchange Commission. There were no such fees incurred during the years ended December 31, 2023 and 2022. |
All audit and audit-related services, tax services and other services rendered by Weinberg Company, P.A. during the fiscal years ended December 31, 2023 and 2022 were pre-approved by our Board of Directors. The Board of Directors has adopted a pre-approval policy that provides for the pre-approval of all services performed for us by our independent registered public accounting firm.
Policy for Pre-Approval of Independent Auditor Services
The Audit Committees policy is to pre-approve all audit and permissible non-audit services provided by Weinberg. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the specific service or category of service and is generally subject to a specific budget. The independent auditor and management are required to periodically communicate to the Audit Committee regarding the extent of services provided by the independent auditor in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF WEINBERG COMPANY, P.A. AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
| 20 |
APPROVAL, ON ADVISORY BASIS, OF COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Exchange Act entitle the Companys stockholders to vote to approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in this Proxy Statement (including the compensation tables, and the narrative disclosures that accompany the compensation tables) pursuant to the SECs rules. This Annual meeting will be the first opportunity for our stockholders to indicate their preference as to when the Company should solicit a non-binding advisory vote on the compensation of the named executive officers, commonly referred to as a say-on-pay vote, every three years. The Board of Directors has adopted a policy that solicitation of the say-on-pay vote should be every three years. In accordance with that policy, this year, the Company is asking the stockholders to approve, on an advisory basis, the compensation of the Companys named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.
The Companys executive compensation programs are designed to (1) motivate and retain executive officers, and (2) align executive officers interests with those of the Companys stockholders. Please read the section herein entitled Executive Compensation for additional details about the Companys executive compensation programs, including information about the fiscal year 2023 compensation of the Companys named executive officers.
The Compensation Committee continually reviews the compensation programs for the Companys executive officers to ensure they achieve the desired goals of aligning the Companys executive compensation structure with the Companys stockholders interests and current market practices.
The Company is asking its stockholders to indicate their support for the Companys named executive officer compensation as disclosed in this Proxy Statement. This proposal, commonly known as a say-on-pay proposal, gives the Companys stockholders the opportunity to express their views on the Companys executive compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Companys named executive officers described in this Proxy Statement. Accordingly, the Company will ask its stockholders to vote FOR the following resolution at the Annual Meeting:
RESOLVED, that the compensation paid to Lixte Biotechnology Holdings, Inc.s named executive officers, as disclosed in the Companys Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.
The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Companys Board of Directors. The Companys Board of Directors and Compensation Committee value the opinions of the Companys stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, the Company will consider its concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. Unless the Board of Directors decides to modify its policy regarding the frequency of soliciting advisory votes on the compensation of the Companys named executives, and depending on the results of the vote for Proposal 4 at the Annual Meeting the next scheduled say-on-pay vote will be at the 2027 Annual Meeting of Stockholders.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF THE COMPENSATION OF THE COMPANYS NAMED EXECUTIVE OFFICERS, AS STATED IN THE ABOVE NON-BINDING RESOLUTION, AND PROXIES SOLICITED BY THE BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED OTHERWISE ON THE PROXY.
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| Name | Age | Position | ||
| Bastiaan van der Baan | 52 | President, Chief Executive Officer, and Chairman of the Board of Directors | ||
| Dr. Jan H.M. Schellens | 68 | Chief Medical Officer | ||
| Robert N. Weingarten | 72 | Vice President and Chief Financial Officer | ||
| Eric J. Forman | 44 | Vice President and Chief Operating Officer |
Biographies of Executive Officers
Bastiaan van der Baan
Please see the biography of Mr. van der Baan under the Directors section.
Dr. Jan H.M. Schellens, M.D., Ph.D.
Dr. Schellens was appointed our Chief Medical Officer, effective August 1, 2024. Dr. Schellens has more than 25 years of clinical experience as a medical oncologist, pharmacologist and clinical pharmacologist, including more than two decades developing and bringing new drugs to market. Co-author of more than 900 publications in peer-reviewed scientific journals, Dr. Schellens has held leadership positions at the Netherlands Cancer Institute in Amsterdam and the Dr. Daniel den Hoed Clinic-Erasmus University in Rotterdam. He was professor of clinical pharmacology at Utrecht University in the Netherlands, where he earned his M.D. degree, and he served as a board member and Chief Medical Officer of Byondis B.V. from January 2019 through September 2023. He also earned a Ph.D. degree in Pharmaceutical Sciences from Leiden University in Leiden, Netherlands. Dr. Schellens served for 17 years as a board member of the Dutch Medicines Evaluation Board and for 12 years as a member and chairperson of the Scientific Advisory Board Oncology of the EMA. From 2016 to the present, he has served as a part-time Chief Medical Officer of Modra Pharmaceuticals B.V., an Amsterdam-based company that successfully completed a Phase 2b clinical study of ModraDoc006/r, a boosted oral taxane therapeutic, in contrast to the standard-of-care IV chemotherapy docetaxel, in patients with prostate cancer.
Dr. Schellens plays a leadership role in the planning, implementation and oversight of clinical trials and be responsible for assisting in the development of strategic clinical goals and the implementation and safety monitoring of investigational studies. Dr. Schellens is the primary medical monitor for all clinical investigational studies, and for the oversight of third party CRO monitors. He is responsible for the regulatory strategy and implementation of the strategy and the primary contact for regulators. Dr. Schellens works closely with the Companys Chief Executive Officer on the development of strategic goals needed to ensure the timely implementation of appropriate clinical studies needed for the successful registration of therapeutics products. Dr. Schellens services are principally rendered in the Netherlands.
Robert N. Weingarten
Mr. Weingarten was appointed to serve as our Vice President and Chief Financial Officer effective August 12, 2020. Mr. Weingarten is an experienced business consultant and advisor with a consulting practice focusing on accounting and SEC compliance issues. Mr. Weingarten was familiar with the financial and business operations of the Company, as he had provided accounting and financial consulting services to the Company for a number of years prior to his appointment as Vice President and Chief Financial Officer with respect to the preparation of the Companys consolidated financial statements and certain other financial and compliance matters.
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Since 1979, Mr. Weingarten has provided such financial consulting and advisory services, has acted as chief financial officer, and has served on the boards of directors of numerous public companies in various stages of development, operation or reorganization. Mr. Weingarten has experience in a variety of industries, including the pharmaceutical industry.
Mr. Weingarten has been a Director of Guardion Health Sciences, Inc. since June 2015 and Chairman of its Board of Directors since July 2020. Mr. Weingarten also serves on the audit, compensation, and nominating and corporate governance committees of Guardion Health Sciences, Inc. Previously, Mr. Weingarten served as Lead Director on Guardions Board of Directors from January 2017 to March 2020. Mr. Weingarten received a B.A. in Accounting from the University of Washington in 1974, an M.B.A. in Finance from the University of Southern California in 1975, and is a Certified Public Accountant (inactive) in the State of California.
Eric J. Forman, J.D.
Mr. Forman has led our business development efforts since 2013. Effective as of October 1, 2020, Mr. Forman was appointed as our Chief Administrative Officer, and effective as of November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer. In his roles as Chief Administrative Officer and Chief Operating Officer, his responsibilities include overseeing all internal operations, the development of science/business collaborations, and the management of our growing intellectual property portfolio. Prior to his involvement with our company, he served as Counsel and Senior Project Manager at Shore Group Associates managing in-house legal, tax, and regulatory affairs and supervising client relations for financial software and mobile application development teams.
As an attorney, Mr. Forman has represented and advised both technology and biotechnology companies, entrepreneurs, non-profits, and start-ups with a focus on intellectual property, licensing, corporate structure and transactions.
Mr. Forman earned a B.A. degree Cum Laude from Loyola Marymount University and a J.D. from the Benjamin N. Cardozo School of Law. He has an active law license and is a member of the New York State Bar Association.
Family Relationships
Eric Forman, our Vice President and Chief Operating Officer, is the son of board member Dr. Stephen Forman and son-in-law of former board member Gil Schwartzberg, who passed away on October 30, 2022. Julie Forman, the wife of Eric Forman and the daughter of the late Gil Schwartzberg, is Vice President of Morgan Stanley Wealth Management, where the Companys cash is deposited and the Company maintains a continuing banking relationship.
Summary Compensation Table
The table set forth below presents the compensation awarded to, earned by, or paid to our named executive officers for the years ended December 31, 2023, 2022 and 2021.
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| Executive | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Bas van der Baan (6) | 2023 | 40,639 | - | - | 403,066 | - | - | - | 443,705 | |||||||||||||||||||||||||||
| 2022 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| 2021 | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
| John S. Kovach (2) | 2023 | 190,860 | - | - | - | - | - | - | 190,860 | |||||||||||||||||||||||||||
| 2022 | 250,000 | - | - | 65,640 | - | - | - | 315,640 | ||||||||||||||||||||||||||||
| 2021 | 250,000 | - | - | - | - | - | - | 250,000 | ||||||||||||||||||||||||||||
| James S. Miser (3) | 2023 | 175,000 | - | - | - | - | - | - | 175,000 | |||||||||||||||||||||||||||
| 2022 | 175,000 | - | - | 65,640 | - | - | - | 240,640 | ||||||||||||||||||||||||||||
| 2021 | 166,667 | - | - | - | - | - | - | 166,667 | ||||||||||||||||||||||||||||
| Robert N. Weingarten (4) | 2023 | 175,000 | - | - | - | - | - | - | 175,000 | |||||||||||||||||||||||||||
| 2022 | 175,000 | - | - | 65,640 | - | - | - | 240,640 | ||||||||||||||||||||||||||||
| 2021 | 156,667 | - | - | - | - | - | - | 156,667 | ||||||||||||||||||||||||||||
| Eric J. Forman (5) | 2023 | 200,000 | - | - | - | - | - | - | 200,000 | |||||||||||||||||||||||||||
| 2022 | 178,819 | - | - | 65,640 | - | - | - | 244,459 | ||||||||||||||||||||||||||||
| 2021 | 156,667 | - | - | - | - | - | - | 156,667 | ||||||||||||||||||||||||||||
(1) Consists of grant date fair value of option award calculated pursuant to the Black-Scholes option-pricing model.
(2) John S. Kovach was the President and Chief Executive Officer from inception through September 26, 2023. Effective July 15, 2020, the Company entered into an employment agreement with Dr. Kovach. On November 6, 2022, Dr. Kovach was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share. The employment agreement with Dr. Kovach terminated upon his death on October 5, 2023.
(3) James S. Miser has been the Chief Medical Officer since August 1, 2020. In connection with his employment agreement, Dr. Miser was awarded an option grant for 8,334 shares of common stock, exercisable for a period of five years at $71.40 per share and valued at $68.718 per share. On November 6, 2022, Dr. Miser was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share. Dr. Misers employment agreement expired on July 31, 2024.
(4) Robert N. Weingarten has been the Vice President and Chief Financial Officer since August 12, 2020. In connection with his employment agreement, Mr. Weingarten was awarded an option grant for 5,833 shares of common stock, exercisable for a period of five years at $71.40 per share and valued at $68.718 per share. On November 6, 2022, Mr. Weingarten was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share.
(5) Eric J. Forman was the Chief Administrative Officer from July 15, 2020 to November 6, 2020. In connection with his employment agreement, Mr. Forman was awarded an option grant for 5,833 shares of common stock, exercisable for a period of five years at $71.40 per share and valued at $68.718 per share. Effective November 6, 2022, Mr. Forman was promoted to Vice President and Chief Operating Officer. On November 6, 2022, Mr. Forman was awarded an option grant for 20,000 shares of common stock, exercisable for a period of five years at $20.00 per share and valued at $3.282 per share.
(6) Bas van der Baan has been President and Chief Executive Officer since September 26, 2023. In connection with his employment agreement, Mr. van der Baan was awarded an option grant for 250,000 shares of common stock exercisable for a period of five years at $1.95 per share and valued at $1.612 per share.
There were no option exercises by officers during the years ended December 31, 2023, 2022 or 2021.
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Outstanding Equity Awards at December 31, 2023
The table set forth below presents information regarding outstanding stock options held by our named executive officers as of December 31, 2023.