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NOMAD deal turns Lixte (NASDAQ: LIXT) into Nomad Power Solutions

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lixte Biotechnology Holdings, Inc. has completed its merger with NOMAD Transportable Power Systems, making NOMAD a wholly owned subsidiary and shifting the business toward mobile, utility-grade battery energy storage systems.

As merger consideration, NOMAD stockholders received 2,992,041 shares of common stock and 50,366.07 shares of new Series D Non-Voting Convertible Preferred Stock, which are convertible into up to 50,366,070 common shares at a $1.00 conversion price after stockholder approval. The company is changing its name to Nomad Power Solutions, Inc. effective July 3, 2026, and its NASDAQ ticker from LIXT to NMAD effective July 6, 2026.

The Series D Preferred Stock carries a $1,000 liquidation value per share and will accrue a 7% annual cash dividend, payable quarterly, if required stockholder approval is not obtained within one year. Lixte’s board also appointed NOMAD CEO John Travaglini as a director and approved bylaw and charter changes to support the new capital structure and governance. Registration rights and stockholder support agreements were entered into, and the company will seek stockholder approval for conversion of the preferred stock, an increase in authorized shares, and director elections at a meeting expected around September 4, 2026.

Positive

  • Transformative sector shift into AI-focused energy infrastructure: Completing the NOMAD merger moves the company from biotechnology into mobile, utility-grade battery energy storage systems, targeting power needs for AI, cloud computing, and data centers in what management describes as a multi-billion-dollar market.
  • Strategic alignment and leadership continuity at NOMAD: NOMAD remains a wholly owned subsidiary under its existing CEO, John Travaglini, who also joins the parent board, supporting continuity of operations and sector expertise during the transition to the new Nomad Power Solutions platform.

Negative

  • Significant potential common share dilution from Series D preferred: The Series D Non-Voting Convertible Preferred Stock issued in the merger is convertible at $1.00 into up to 50,366,070 common shares, creating a large overhang relative to the 2,992,041 merger-related common shares issued at closing.
  • Dividend step-up risk if stockholder approval is delayed: If required PubCo Stockholder Approval is not obtained within one year of issuance, each Series D Preferred Share begins accruing a 7% annual cash dividend on its $1,000 liquidation value, increasing funding costs until approval or retirement.

Insights

Merger adds large convertible preferred layer and potential dilution.

Lixte has issued 50,366.07 shares of Series D Non-Voting Convertible Preferred Stock with a $1,000 liquidation value per share, each convertible at $1.00 into common stock. This creates a potential issuance of up to 50,366,070 new common shares, alongside 2,992,041 merger-related common shares.

The preferred stock is non-voting until PubCo Stockholder Approval, but if approval is not obtained within one year from original issuance, it begins accruing a 7% annual cash dividend on the $1,000 liquidation value, payable quarterly. That dividend feature increases carrying cost if approvals are delayed while giving holders protection.

The company has committed to seek stockholder approval for conversion, an increase in authorized shares, and to file resale registration statements after set milestones, including the six-month anniversary of closing and PubCo Stockholder Approval. Actual dilution and trading impact will depend on stockholder votes, timing of approvals, and holder decisions regarding conversion and resale.

Company executes transformative pivot into mobile power and AI infrastructure.

The completed merger with NOMAD Transportable Power Systems shifts Lixte from biotech into deployable, utility-grade battery energy storage systems. Management highlights NOMAD’s role in serving AI workloads, electrification, grid modernization and industrial projects, framing this as a multi-billion-dollar opportunity.

NOMAD remains a wholly owned subsidiary led by its existing CEO, John Travaglini, who also joins the parent company’s board. The corporate rebranding to Nomad Power Solutions, Inc. and the new NASDAQ symbol NMAD formalize the strategic focus on AI-related power infrastructure and energy-as-a-service offerings.

Governance and support structures include a Stockholder Support Agreement, a scheduled stockholder meeting around September 4, 2026, and planned proxy materials for PubCo Stockholder Approval. Future filings, including the proxy statement and subsequent financial statements for the acquired business, will provide more detail on NOMAD’s growth profile and the combined company’s financial trajectory.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Exchange Common Shares issued 2,992,041 shares Common stock issued as merger consideration to NOMAD stockholders
Series D Preferred Shares issued 50,366.07 shares Series D Non-Voting Convertible Preferred Stock issued in merger
Preferred conversion capacity 50,366,070 shares Maximum common shares issuable upon conversion of issued Series D at $1.00
Series D liquidation value $1,000 per share Liquidation preference for each share of Series D Preferred Stock
Dividend step-up rate 7% per annum Cash dividend on $1,000 liquidation value if approval not obtained within one year
VWAP used for cash in lieu $5.57 per share 60-day volume-weighted average price for cash to unaccredited NOMAD holders
Series D designation size 50,500 shares Total shares of preferred stock designated as Series D in Certificate of Designations
Stockholder meeting timing On or about September 4, 2026 Meeting to vote on conversion, share increase and director elections
Series D Non-Voting Convertible Preferred Stock financial
"Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”)."
Registration Rights Agreement financial
"the Company and the holders of NOMAD common stock entered into a Registration Rights Agreement (the “Registration Rights Agreement”)"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Stockholder Support Agreement financial
"The Company also entered into a Stockholder Support Agreement with certain stockholders (the “Supporting Stockholders”)"
Certificate of Designations regulatory
"the Company, filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware"
A certificate of designations is a formal legal document that spells out the specific rights and rules attached to a particular class of stock, most often preferred shares. It tells investors who gets paid first, what dividends or conversion rights exist, and any voting or liquidation priorities—like an instruction sheet that decides which shareholders get preference if a company pays out or is sold. Those terms directly affect a security’s value and risk.
PubCo Stockholder Approval regulatory
"PubCo Stockholder Approval (as defined in the Merger Agreement)"
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 30, 2026

 

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

delaware   001-39717   20-2903526

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

433 Plaza Real, Suite 275

Boca Raton, Florida 33432

(Address of principal executive offices)

 

(631) 830-7092

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   LIXT   The NASDAQ Stock Market, LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 11, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Nomad Transportable Power Systems, Inc (“NOMAD”) and NBD Merger Sub, Inc., (“Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”), pursuant to which Merger Sub is to be merged with and into NOMAD, with NOMAD surviving as a wholly-owned subsidiary of the Company (the “Merger”).

 

On June 30, 2026, the Company, Merger Sub and NOMAD entered into Amendment No. 1 to Merger Agreement (the “Merger Agreement Amendment”), which amends Section 2.04(d) of the Merger Agreement to modify the treatment of fractional shares of the Company’s common stock and amends and replaces Schedule I to the Merger Agreement to reflect the updated Merger Consideration.

 

The foregoing description of the Merger Agreement and Merger Agreement Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement and Merger Agreement Amendment, copies of which are filed as Exhibit 2.1 and Exhibit 2.2, respectively to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

On July 1, 2026, the Merger was consummated by the filing of a Certificate of Merger filed with the Secretary of State of the State of Delaware (the “Effective Time”).

 

At the Effective Time of the Merger, each share of NOMAD common stock outstanding immediately prior to the Effective Time (other than dissenting shares and shares held by unaccredited stockholders) converted into the right to receive a pro rata portion of (i) up to 50,500 shares of newly designated Series D Convertible Preferred Stock of the Company (the “Exchange Preferred Shares”), having an original issue price of $1,000 per share and convertible into up to 50,500,000 shares of the Company’s common stock at a conversion price of $1.00 per share, and (ii) up to approximately 3,000,005 shares of the Company’s common stock (the “Exchange Common Shares” and, together with the Exchange Preferred Shares, the “Merger Consideration”). As a result of the foregoing, the Company issued 2,992,041 Exchange Common Shares and 50,366.07 Exchange Preferred Shares. The Series D Convertible Preferred Stock are non-voting until the Company’s stockholders approval of the conversion is obtained as part of the PubCo Stockholder Approval matters (as defined in the Merger Agreement). Unaccredited stockholders of NOMAD will received cash in lieu of shares, based on the 60-day volume-weighted average price of the Company’s common stock of $5.57.

 

In connection with the closing of the Merger, the Company and the holders of NOMAD common stock entered into a Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the U.S. Securities and Exchange Commission (the “SEC”), within 30 days following the later of (i) the date on which PubCo Stockholder Approval (as defined in the Merger Agreement) is obtained, (ii) the date on which the Audit (as defined in the Merger Agreement) is completed, and (iii) the six (6)-month anniversary of the closing of the Merger registering the resale of, the Exchange Common Shares, and the Company’s common stock underlying the Exchange Preferred Shares; provided, however, if PubCo Stockholder Approval is not obtained within one year following the closing of the Merger, then the Company will use its best efforts to prepare and file with the SEC a registration statement covering the resale of the Exchange Common Shares and will file a subsequent registration statement covering the resale of the remaining registrable securities upon PubCo Stockholder Approval.

 

Additionally, the Company is required to hold a meeting of its stockholders within 60 days following the closing of the Merger to vote on, among other things, the approval of the conversion of the Series D Convertible Preferred Stock into shares of the Company’s common stock, an increase in authorized shares, and the election of directors (the “Stockholder Meeting”). The Company has also agreed to file a resale registration statement covering the shares of the Company’s common stock issuable upon conversion of the Series D Convertible Preferred Stock within 30 days following receipt of PubCo Stockholder Approval.

 

The Company’s board of directors (the “Board”) has set July 6, 2026 as the record date for the Stockholder Meeting, which meeting is to be held on or about September 4, 2026. The Company will prepare and file with the SEC, the required proxy materials with respect to the Stockholder Meeting, which final proxy materials will be mailed to stockholders at least 20 days prior to the Stockholder Meeting.

 

The Company also entered into a Stockholder Support Agreement with certain stockholders (the “Supporting Stockholders”) of the Company (the “Support Agreements”). Pursuant to the Support Agreements, the Supporting Stockholders have agreed, (i) to attend every meeting of any class of stockholders of the Company to cause all of the Stockholders’ Covered Shares (as defined in the Support Agreement) to be counted as present for the purpose of determining a quorum, (ii) to be present and vote in favor of, the Stockholder Approval Matters (as defined in the Merger Agreement), and all of the matters, actions and proposals necessary to consummate all of the transactions contemplated by the Merger Agreement, and (iii) to vote against any Adverse Proposal (as defined Support Agreement). The Supporting Stockholders have appointed the Company and any designee of the Company, as their proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote during the term of the Support Agreement in favor of the Stockholder Approval Matters.

 

 

 

 

The foregoing description of the Registration Rights Agreement and Support Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Registration Rights Agreement and Support Agreement copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Exchange Preferred Shares and the Exchange Common Shares is incorporated herein by reference.

 

The Exchange Preferred Shares and the Exchange Common Shares issued in connection with the Merger were issued in reliance upon exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), including Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. The issuance of such securities did not involve a public offering, and the recipients acquired the securities for investment purposes and not with a view toward distribution. Unaccredited stockholders of NOMAD will receive cash in lieu of shares.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 1, 2026, the Board appointed John Travaglini to the Board, effective immediately, with a term expiring at the Company’s 2026 annual meeting of stockholders. The Company has not yet determined the committee(s) on which Mr. Travaglini will serve.

 

In connection with his appointment, Mr. Travaglini will participate in the Company’s standard non-employee director compensation program, as described under “Director Compensation” in the Company’s proxy statement for its 2025 annual meeting of stockholders filed with the Securities and Exchange Commission on October 27, 2025. Mr. Travaglini will also enter into the Company’s standard form of indemnification agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

There are no arrangements or understandings between Mr. Travaglini and any other person pursuant to which he was selected as a director, and there are no family relationships between Mr. Travaglini and any director or executive officer of the Company. There are no transactions involving Mr. Travaglini that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 1, 2026, the Board approved an amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) to change the name of the Company from “Lixte Biotechnology Holdings, Inc.” to “Nomad Power Solutions, Inc.” effective on July 3, 2026 (the “Name Change”). The Board also approved an amendment to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”). Pursuant to the Bylaw Amendment, the following sentence is deleted from Section 3.3.

 

“As provided in the Certificate of Incorporation, the directors of the Corporation shall be divided into three (3) classes.”

 

A copy of the Certificate of Amendment and Bylaw Amendment are filed as Exhibit 3.1 and 3.2 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Additionally, on July 1, 2026, the Company, filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the designations, powers, preferences and rights, and the qualifications, limitations and restrictions, of its Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock”). The Certificate of Designations designated 50,500 shares of the Company’s authorized preferred stock as Series D Preferred Stock and became effective upon filing.

 

The Certificate of Designations sets forth the terms of the Series D Preferred Stock, including, among other things, the liquidation preference and the amount payable in respect of each share in the event of the Company’s voluntary or involuntary liquidation, winding-up or dissolution; the ranking of the Series D Preferred Stock relative to the Company’s common stock and other classes or series of capital stock with respect to the payment of dividends and the distribution of assets. The Series D Preferred Stock is convertible into shares of the Company’s common stock at a conversion price of $1.00 per share with a liquidation value of $1,000. The Series D Preferred Stock are convertible into shares of the Company’s common stock from and after the date of Stockholder Approval (as defined in the Certificate of Designations). Additionally, if Stockholder Approval is not obtained within one year after the original date of issuance, each share of Series D Preferred Stock will accrue a cumulative dividend at a rate of 7% per annum of $1,000 (the liquidation value), compounding annually, payable quarterly in arrears in cash, until the earlier of the date PubCo Stockholder Approval is obtained or the date no shares of Series D Preferred Stock remain outstanding, with any accrued but unpaid dividends payable upon conversion, redemption, repurchase or liquidation. Holders of Series D Preferred Stock shall be entitled to receive dividends on an as-converted basis equal to and in the same form as dividends actually paid on shares of the Company’s common stock when, as, and if such dividends are declared and paid on shares of the Company’s common stock by the Board.

 

The foregoing description of the Series D Preferred Stock and the Certificate of Designations do not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designations, which is filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On July 2, 2026, the Company issued a press release announcing the closing of the Merger Agreement, the Name Change and symbol change.

 

A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 8.01 Other Events.

 

In connection with the Name Change described in Item 5.03 above, the Company’s common stock will begin trading under the new name “Nomad Power Solutions, Inc.” on the NASDAQ stock market effective July 6, 2026. The Company’s ticker symbol will change from “LIXT” to “NMAD,” effective July 6, 2026. The CUSIP number for the Company’s common stock will not change.

 

Existing stock certificates representing shares of the Company’s common stock will not be affected by the Name Change and will not need to be exchanged. Any new stock certificates issued will bear the name “Nomad Power Solutions, Inc.”

 

Cautionary Statement Regarding Forward-Looking Statements

 

The Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s strategic priorities, the receipt of stockholder approval, product development and business prospects, and the anticipated use of proceeds, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements, including, but not limited to, anticipated growth from its recently acquired company, NOMAD Transportable Power Systems. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Additional Information about the Merger and Where to Find It

 

The Company intends to file a proxy statement in connection with the PubCo Stockholder Approval. Investors and stockholders are urged to read this filing when it becomes available because it will contain important information about the transaction. This Current Report on Form 8-K does not constitute an offer of any securities for sale or the solicitation of any proxy. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PUBCO STOCKHOLDER APPROVAL CAREFULLY AND IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PUBCO STOCKHOLDER APPROVAL AND RELATED MATTERS. Investors and stockholders may obtain free copies of the proxy statement and other relevant documents (when they become available) and other documents filed with the Securities and Exchange Commission at the Securities and Exchange Commission’s web site at: www.sec.gov. In addition, investors and stockholders may obtain free copies of the documents filed with the Securities and Exchange Commission by the Company by contacting Geordan Pursglove, Chief Executive Officer, at (631) 830-7092. 

 

Participants in the Solicitation

 

The Company, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the PubCo Stockholder Approval. Investors and security holders are urged to read the Company’s proxy statement and the other relevant materials when they become available before making any voting or investment decision with respect to the PubCo Stockholder Approval. Additional information regarding directors and executive officers of the Company is also included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission, which is available as described above. 

 

No Offer or Solicitation

 

This Current Report on Form 8-K is not intended to and shall not constitute an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote in any jurisdiction pursuant to the PubCo Stockholder Approval or otherwise, nor shall there be any sale of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Businesses or Funds Acquired. As permitted by Item 9.01(a)(3) of Form 8-K, any financial statements required by this Item will be filed by amendment to this Report within 71 days following the date on which this Current Report on Form 8-K is required to be filed.

 

(b) Pro Forma Financial Information. As permitted by Item 9.01(b)(2) of Form 8-K, any financial statements required by this Item will be filed by amendment to this Report within 71 days following the date on which this Current Report on Form 8-K is required to be filed.

 

(d) Exhibits. The following exhibits are filed herewith.

 

Exhibit

Number

  Description
2.1   Merger Agreement, dated as of June 11, 2026, by and among Lixte Biotechnology Holdings, Inc., NBD Merger Sub, Inc., and NOMAD Transportable Power Systems, Inc., (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on June 16, 2026, and incorporated herein by reference)*
2.2   Amendment No. 1 to Merger Agreement, dated as of June 30, 2026, by and among Lixte Biotechnology Holdings, Inc., NBD Merger Sub, Inc., and NOMAD Transportable Power Systems, Inc.*
3.1   Certificate of Amendment of Certificate of Incorporation of Lixte Biotechnology Holdings, Inc.
3.2   Amendment to Amended and Restated Bylaws
3.3   Certificate of Designations of Preferences, Rights and Limitations of Series D Non-Voting Convertible Preferred Stock
10.1   Registration Rights Agreement
10.2   Stockholder Support Agreement
10.3   Form of Indemnification Agreement
99.1   Press Release, dated July 2, 2026
104   Cover Page Interactive Data File (embedded within the inline XBRL Document)

 

* Certain schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 2, 2026 LIXTE BIOTECHNOLOGY HOLDINGS, INC.
  (Registrant)
     
  By: /s/ Geordan Pursglove
    Geordan Pursglove
    President and Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

LIXTE COMPLETES MERGER WITH NOMAD TRANSPORTABLE POWER SYSTEMS

 

-Transaction Transforms LIXTE to New Growth Sector

Addressing Multi-Billion-Dollar Market

of Mobile, Utility-Grade Battery Energy Storage Systems-

 

-Company Plans Corporate Name Change to NOMAD Power Solutions

 

BOCA RATON, Fla./WATERBURY, Vt., July 2, 2026 -- LIXTE Biotechnology Holdings, Inc. (NASDAQ: LIXT) (“LIXTE” or the “Company”) today announced it has completed the previously announced merger with NOMAD Transportable Power Systems, Inc. (“NOMAD”), a market leader in deployable, utility-grade battery energy storage systems (BESS), In connection with the merger, the Company is issuing to the NOMAD accredited stockholders 2,992,041 shares of its common stock and 50,366.07 shares of its newly authorized Series D preferred stock (which shares are convertible into 50,366,070 shares of NOMAD common stock on a 1 for 1,000 basis following the receipt of Company stockholder approval).

 

The Company also announced it has changed its corporate name to NOMAD Power Solutions, Inc. effective as of July 3, 2026, and its trading symbol to “NMAD” effective as of July 6, 2026.

 

“We are delighted to have completed this transaction, which transforms LIXTE into a new and exciting, rapidly growing sector, allowing us to address a multi-billion-dollar market and establish the foundation for a highly scalable infrastructure platform,” said Geordan Pursglove, LIXTE’s Chief Executive Officer. “NOMAD instantly places us at the center of powerful long-term trends, including artificial intelligence, electrification, grid modernization and industrial expansion, including the massive power demands of the AI boom and the corporate push into pure-play deployable power.”

 

As a result of the merger, NOMAD becomes a wholly owned subsidiary of the Company and will continue under the leadership of its CEO John Travaglini and his team. NOMAD is continuing to experience rapid growth in 2026. NOMAD is engaged on more than 30 active utility, infrastructure and strategic customer projects across North America.

 

The demand we are experiencing across utility, AI infrastructure and industrial markets confirms that deployable BESS has become an essential layer of the modern grid,” Travaglini said. “Becoming a part of a publicly traded company through LIXTE provides us with the capital and public-market visibility to scale manufacturing, deepen our customer relationships, continue defining the category we created and scale our growth.

 

“As AI workloads and data center buildout accelerate power consumption at an unprecedented pace, grid infrastructure cannot absorb that demand through traditional fixed assets alone. Our ability to rapidly deploy megawatt-scale storage anywhere, essentially eliminating siting delays, construction permitting burdens, and the capital lock-up of traditional installations, gives us a competitive advantage and represents a sea-change in the broad energy industry,” Travaglini added.

 

 

 

 

About Nomad Transportable Power Systems

 

Founded in 2020, NOMAD is widely recognized as an industry pioneer, having introduced a mobile, utility-grade truck-transportable battery energy storage system. The company’s first-to-market products provide one megawatt of instantaneous power to an electrical grid or facility, bypassing months of construction typically required for traditional fixed installations. NOMAD’s patented platforms, which are deployed on semi-trailers, serve emerging AI-driven applications, along with utilities, industrial operators, government agencies, and critical infrastructure providers through equipment sales, rentals and Energy-as-a-Service offerings.

 

About LIXTE

 

LIXTE Biotechnology Holdings, Inc., which plans to change its name to NOMAD Power Solutions, is a holding company that is executing a strategic transformation into an AI energy infrastructure equipment and services platform focused on supporting the rapidly growing power and infrastructure requirements of artificial intelligence, cloud computing, and hyperscale data center operators. The Company aims to capitalize on the accelerating demand for reliable, scalable, and efficient energy infrastructure solutions driven by the global expansion of AI. LIXTE historically focused on the development of innovative cancer therapies and medical technologies.

 

Forward-Looking Statements

 

The foregoing material may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s strategic priorities, the receipt of stockholder approval, product development and business prospects, and the anticipated use of proceeds, and can be identified by the use of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,” “plan,” “believe,” “potential,” “should,” “continue” or the negative versions of those words or other comparable words. Forward-looking statements, including, but not limited to, anticipated growth from its recently acquired company, NOMAD Transportable Power Systems, and the ability to dispose of its legacy life sciences business, are not guarantees of future actions or performance. These forward-looking statements are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

For more information about LIXTE, info@lixte.com, contact:

 

General Phone: (631) 830-7092; Investor Phone: (888) 289-5533

 

or

 

PondelWilkinson Inc. Investor Relations, pwinvestor@pondel.com

Roger Pondel: (310) 279-5965; Laurie Berman: (310) 279-5962

 

 

 

FAQ

What major transaction did LIXTE (LIXT) complete with NOMAD Transportable Power Systems?

Lixte completed a merger with NOMAD Transportable Power Systems, making NOMAD a wholly owned subsidiary. The deal shifts the business into mobile, utility-grade battery energy storage systems serving utilities, AI infrastructure, industrial customers, and other critical power users across North America.

How many shares did LIXTE (LIXT) issue as merger consideration to NOMAD stockholders?

The company issued 2,992,041 shares of common stock and 50,366.07 shares of Series D Non-Voting Convertible Preferred Stock. Those preferred shares are convertible at $1.00 per share into up to 50,366,070 shares of Lixte’s common stock after stockholder approval is obtained.

What are the key terms of LIXTE’s new Series D Non-Voting Convertible Preferred Stock?

Each Series D share has a $1,000 liquidation value and converts into common stock at $1.00 per share after stockholder approval. If approval is not obtained within one year, each share accrues a 7% annual cash dividend, payable quarterly, on the $1,000 liquidation value until resolution.

When will LIXTE (LIXT) change its name and NASDAQ ticker symbol?

The company’s name will change from Lixte Biotechnology Holdings, Inc. to Nomad Power Solutions, Inc. effective July 3, 2026. Its NASDAQ ticker symbol will change from LIXT to NMAD effective July 6, 2026, while existing stock certificates will remain valid.

What stockholder approvals is LIXTE (LIXT) seeking after the NOMAD merger?

The company will hold a stockholder meeting around September 4, 2026 to seek approval for conversion of the Series D Preferred Stock into common stock, an increase in authorized shares, and the election of directors. Supporting stockholders agreed to vote in favor of these Stockholder Approval Matters.

Will LIXTE (LIXT) register the resale of the shares issued in the NOMAD merger?

Yes. Under a Registration Rights Agreement, Lixte agreed to file registration statements for the resale of the Exchange Common Shares and the common stock underlying the Series D Preferred. Filing timing depends on PubCo Stockholder Approval, completion of an audit, and the six-month anniversary of closing.

Filing Exhibits & Attachments

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