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Acquisition of Liora Technologies Europe Ltd.
 3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition of Liora Technologies Europe Ltd.

4. Acquisition of Liora Technologies Europe Ltd.

 

On November 21, 2025, the Company entered into a share exchange agreement to acquire Liora from Orbit Capital. The acquisition was executed through multiple agreements, including (i) an initial share exchange agreement dated November 21, 2025 (the “Original SEA”); (ii) a subsequent share exchange agreement dated December 30, 2025 (the “Post-Closing SEA”); and (iii) an amended and restated agreement dated March 6, 2026 (the “A&R Agreement”). The Post-Closing SEA finalized the structure such that Lixte owned 80% of Liora and Orbit Capital owned 20% of Liora. In addition there was a royalty agreement between the Company and Orbit dated November 21, 2025, that was terminated on December 16, 2025. As of March 31, 2026 and December 31, 2025, the Company owns 80% of Liora and consolidates Liora, with the remaining 20% ownership interest presented as noncontrolling interest.

 

 

The Company evaluated whether the acquisition met the definition of a business. Management determined that substantially all of the fair value of the assets acquired is concentrated in the LiGHT proton therapy system equipment, and that the acquisition of Liora did not include substantive processes or an organized workforce. Accordingly, the acquisition does not meet the definition of a business and is accounted for as an asset acquisition.

 

The following table summarizes the fair value of the purchase consideration and the fair value of tangible assets and assumed liabilities of Liora on the date of acquisition:

 

Total consideration transferred and implied fair value of acquired assets    
Cash  $440,000 
Digital assets (10.5925 Bitcoin BTC)   901,323 
Digital assets (300.699 Ether ETH)   831,643 
Common stock (700,000 shares of common stock at $4.31 per share)   3,017,000 
Total consideration transferred for 80% interest   5,189,966 
Noncontrolling interest (20%)   1,297,492 
The implied total value of the acquired asset (100%)   6,487,458 
Capitalized transaction costs   95,102 
Total acquisition costs  $6,582,560 
      
Liora’s identifiable assets acquired and liabilities assumed     
LIGHT proton therapy system equipment  $6,582,560 

 

In January 2026, the Company capitalized an additional $24,859 of direct acquisition costs consisting primarily of UK stamp duty fees, increasing the recorded cost basis of the acquired LIGHT proton therapy system equipment to $6,607,419.

 

The LiGHT system is presented as a consolidated asset. The 20% ownership retained by Orbit is presented as noncontrolling interest in equity. The LiGHT system is a tangible long-lived asset. The LIGHT system is currently not operational and requires recommissioning, upgrades, and regulatory clearance. Accordingly, the asset is classified as property and equipment and treated as an asset under construction until it is ready for its intended use.

 

Contingent consideration

 

Liora’s purchase of the LiGHT system from AVO included deferred milestone-based payments of $5 million, which Lixte assumed with the purchase of the LiGHT system. The deferred consideration is contingent upon specified future milestones. As of December 31, 2025, no amounts have been recognized related to these contingent payments. Accordingly, the deferred consideration should be evaluated under the applicable contingency guidance and recognized when the recognition threshold is met. Until that time, the deferred contingent amounts should be disclosed, as appropriate, but not recorded as part of the initial purchase price allocation.

 

Lease accounting

 

The LiGHT machine is located in a leased facility. After the acquisition of the LiGHT machine from AVO, Liora entered into a two year operating lease with the Daresbury Laboratory site on November 17, 2025. The Company assumed the lease obligations and is accounting for the lease under ASC 842, including recognition of a right-of-use asset and lease liability (see Note 5). Currently, the Company expects that the LiGHT machine will continue to be housed at this location on a long-term basis.