UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Lixte Biotechnology Holdings, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

539319 202 (Common Stock) 

539319-11 (Public Warrants)

(CUSIP Number)

November 30, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[  ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[  ] Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall not be subject to all other provisions of the Act (however, see the Notes).

¹ Consists of (a) 994,2299 shares of common stock, and (b) Warrants to purchase an aggregate of 385,965 shares of common stock held by the Greenberg Family Trust dated May 3, 1988, a revocable trust of which Mr. Greenberg and his wife, Susan Greenberg, are co-trustees. Mr. and Mrs. Greenberg, as co-trustees of the Greenberg Family Trust, share voting and dispositive power over the shares.

² Based on 12,374,302 shares of Common Stock outstanding as of November 30, 2020.

Item 1(a). Name of Issuer.

The name of the issuer is Lixte Biotechnology Holdings, Inc. (the “Issuer”).

Item 1(b). Address of Issuer’s Principal Executive Offices.

The address of the Issuer’s principal executive office is 248 Route 25A, No. 2, East Setauket, New York 11733.

Item 2(a). Name of Person Filing.

Robert Y. Greenberg and M. Susan Greenberg (each a “Reporting Person”).

Item 2(b). Address of Principal Business Office, or, if None, Residence.

228 Manhattan Beach Boulevard, Manhattan Beach, California 90266.

Item 2(c). Citizenship.

Each Reporting Person is a United States citizen.

Item 2(d). Title of Class of Securities.

The title of the class of securities to which this statement relates is the Common stock, $0.0001 par value per share.

Item 2(e). CUSIP No.

The CUSIP number is 539319-202 (Common Stock) and 539319-11 (Warrants)

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check Whether the Person Filing is a:

Item 4. Ownership.

The information required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover pages and is incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.