INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT
TO
SEND US A PROXY.
THE
ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT HAVE ALREADY BEEN APPROVED
BY
OUR STOCKHOLDERS. A
VOTE
OF THE REMAINING STOCKHOLDERS IS NOT NECESSARY.
This
Information Statement is being furnished to the stockholders of record of SRKP
7, Inc.
("we"
or
the
"Company")
as
of
August 28, 2006 (the
"Record
Date")
to
advise
them that the Board
of
Directors and majority stockholder of the Company have approved an amendment
(the
"Amendment")
to
our
Certificate of Incorporation. The Amendment, when filed with the Delaware
Secretary
of State, will change the name of this corporation to "Lixte Biotechnology
Holdings, Inc."
Stockholder
approval was by written consent of one stockholder owning 19,021,786 shares,
representing
71.55% of the outstanding votes as of the Record Date. This Information
Statement is
being
mailed on or about September 20
,
2006.
A
copy of
the Certificate of Amendment containing the Amendment is attached to this
Information
Statement as Appendix A.
Pursuant
to regulations promulgated under the Securities Exchange Act of 1934, as
amended,
the
Amendment may not be effected until at least 20 calendar days after this
Information Statement
is
sent
or given to our stockholders. We anticipate that the Amendment will be filed
promptly
following
the 20th day after this Information Statement is first sent to our stockholders.
We will pay all costs associated with the preparation and distribution of this
Information Statement, including all
mailing
and printing expenses.
Vote
Required
The
Amendment required the approval of stockholders holding a majority of the
outstanding
votes.
As
of the Record Date, we had only one class of voting securities outstanding,
consisting of
Common
Stock. The holder of 19,021,786 shares has executed the written consent in
favor
of the
Amendment.
Meeting
Not Required
Under
Delaware General Corporation Law (the
"Delaware
Law"),
an
amendment to our
Certificate
of Incorporation must be proposed by resolution of the Board of Directors and
be
approved
of by stockholders holding shares entitling them to exercise at least a majority
of the
voting
power of the company. Delaware Law provides that, unless otherwise provided
in a
corporation's
Certificate of Incorporation or Bylaws, actions required or permitted to be
taken at a
meeting
of the stockholders may be taken without a meeting if a written consent thereto
is signed by
stockholders
holding not less than at least a majority of the voting power of the company.
In
order
to
eliminate the costs and management time involved in holding a special meeting,
our Board of
Directors
decided to obtain, and did in fact obtain, the written consent of one
stockholder holding the
requisite
number of votes that would be necessary to authorize or take such action. Our
Bylaws also
permits
action to be taken by the written consent of the stockholders holding not less
than at least a
majority
of the voting power of the company.
Dissenters
Rights of Appraisal
There
are
no dissenter's rights of appraisal applicable to this action to adopt the
Amendment.
Security
Ownership of Certain Beneficial Owner and Management
The
following table sets forth the number of shares of common stock beneficially
owned as by (i) those persons or groups known to beneficially own more than
5%
of the Company's common
stock
as
of the record date, (ii) each current executive officers and directors, and
(iii) all current
directors
and executive officers as a group. The information is determined in accordance
with
Rule
13d-3 promulgated under the Exchange Act. Except as indicated below, the
stockholders listed
possess
sole voting and investment power with respect to their shares.
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Name
and Address of Beneficial Owner
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Amount
and
Nature
of
Beneficial
Ownership
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Percent
of
Class
(
'
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Dr.
John S. Kovach
248
Route 25A, No. 2
East
Setauket, New York 11733
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19,021,786
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71.55
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%
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Dr.
Philip F. Palmedo
248
Route 25A, No. 2
East
Setauket, New York 11733
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256,666
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(2)
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All
Officers and directors as a group
(two
persons prior to and following the
consummation
of the Exchange)
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19,278,452
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72.52
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%
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(1)
Based
on
26,582,564 shares of the Company's common stock outstanding.
(2)
Consists
of shares issuable pursuant to the exercise of immediately exercisable options
to be granted to Dr. Palmedo as of the closing of the Exchange.
AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
The
Amendment will change our name to "Lixte Biotechnology Holdings,
Inc."
To
become
effective, the Amendment must be filed with the Delaware Secretary of State.
We
intend
to file the Amendment as soon as reasonably practicable following the
20
th
day
following
the
mailing of this Information Statement to our stockholders. The following
summarizes the
Amendment.
Name
Change
On
June
30, 2006, pursuant to the terms of a Share Exchange Agreement, we acquired
(the
"Acquisition")
all of the issued and outstanding shares of Lixte Biotechnology, Inc., a
Delaware
company
("New Subsidiary"). Immediately following the Acquisition, we moved our
principal
executive
offices to the location of the New Subsidiary at 248 Route 25A, No. 2, East
Setauket, New
York
11733. We currently do not plan to conduct any business other than owning the
shares of the
New
Subsidiary, which will continue to conduct its operations.
Since
we
are now solely engaged in the business conducted by the New Subsidiary, we
believe
that our name should be changed to reflect our new business.
The
Amendment will change our name to "Lixte Biotechnology Holdings, Inc." The
voting
and
other
rights that accompany our securities will not be affected by the change in
our
name. After
the
name
change, stockholders will be permitted to, but need not, exchange their
certificates to
reflect
the change in corporate name. However, the existing certificate will continue
to
represent
shares
of
our Common Stock as if the corporate name had not changed. Our transfer agent
will issue
stock
certificates with the new company name as stock certificates are sent in upon
transfers of shares by existing stockholders. The transfer agent for the common
stock is US Stock Transfer
Corporation,
located at 1745 Gardena Avenue, Glendale, California 91204, telephone (818)
502-1404.
We
are
subject to the information requirements of the Securities Exchange Act of 1934,
as
amended,
and in accordance therewith file reports and other information, including
current reports
on
Form
8-K and annual and quarterly reports on Form 10-KSB and Form 10-QSB, with the
Securities
and Exchange Commission. Reports and other information filed by us can be
inspected and copied at the public reference facilities maintained at the
Securities and Exchange Commission
at
Room
1024, 450 Fifth Street,
N.W.,
Washington,
DC 20549. Copies of such material can be obtained upon written request addressed
to the Securities and Exchange Commission, Public Reference Section, 450 Fifth
Street,
N.W.,
Washington,
DC 20549, at prescribed rates. The
Securities
and Exchange Commission also maintains a web site on the internet (
http://www.sec.gov
)
where
reports, proxy and information statements and other information regarding
issuers that file
electronically
with the Securities and Exchange Commission through the Electronic Data
Gathering,
Analysis
and Retrieval System may be obtained free of charge.
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By Order of the Board of Directors
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/s/ John S. Kovach
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John
S. Kovach, Chairman of the
Board
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APPENDIX
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION OF
SRKP
7,
INC.
(Under
Section 242 of the General Corporation
Law
of the State of Delaware)
SRKP
7,
Inc., a corporation organized and existing under the laws of the State of
Delaware,
hereby certifies as follows:
A.
The
name of the corporation is SRKP 7, Inc. The original Certificate of
Incorporation
of
the
corporation was filed with the Delaware Secretary of State on
B.
This
Certificate of Amendment was duly adopted by the corporation's directors and
stockholders
in accordance with the applicable provisions of Sections 228 and 242 of the
Delaware
General Corporation Law.
C.
The
Certificate of Incorporation, as heretofore amended, is hereby further amended
by
changing ARTICLE I so that, as amended, it shall be and read as
follows:
"The
name
of the Corporation is "LIXTE BIOTECHNOLOGY HOLDINGS, INC."
IN
WITNESS WHEREOF, the corporation has caused this Certificate to be signed by
John
S.
Kovach its Chief Executive Officer, this __
day
of
September 2006.
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SRKP
7,
Inc.
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Name:
John S. Kovach
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Title:
Chief
Executive Officer
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