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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 17, 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.
As
previously reported in the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2026, Lixte Biotechnology
Holdings, Inc. (the “Company”) entered into a Merger Agreement, dated as of June 11, 2026 (the “Merger Agreement”),
with NOMAD Transportable Power Systems, Inc. (“NOMAD”) and NBD Merger Sub, Inc. (“NBD Merger Sub”),
pursuant to which NBD Merger Sub will merge with and into NOMAD, with NOMAD surviving as a wholly-owned subsidiary of the Company.
On
June 17, 2026, in connection with the transactions contemplated by the Merger Agreement, the Company issued a Secured Promissory Note
in the aggregate principal amount of $6,500,000 (the “Note”) to NOMAD. The proceeds of the Note will be used (i) to
repay in full NOMAD’s outstanding obligations under that certain Loan and Security Agreement, dated as of February 12, 2024, between
NOMAD and BPCP Investment Holdings, LP, as successor in interest to Bay Point Capital Partners II, LP, with such portion of the proceeds
being disbursed by the Company directly to BPCP Investment Holdings, LP on behalf of NOMAD, and (ii) for working capital and general
corporate purposes of NOMAD. The Note is secured by a first-priority security interest in substantially all of NOMAD’s assets.
The
Note matures 30 days from the date of issuance, subject to automatic 30-day extensions so long as the Merger Agreement remains in effect
and has not been terminated. Upon the closing of the Merger, the outstanding principal amount of the Note will be offset against amounts
otherwise deliverable to NOMAD pursuant to Section 6.05 of the Merger Agreement. If the Merger Agreement is terminated due to a breach
by the Company, the Note will be repayable within six (6) months of such termination. If the Merger Agreement is terminated due to a
breach by NOMAD, the Note will be due and payable within three (3) days of such termination.
The
foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the
Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
June 18, 2026, the Company issued a press release announcing the issuance of the Note.
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
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger, dated as of June 11, 2026, by and among Lixte Biotechnology Holdings, Inc., NBD Merger Sub, Inc. and NOMAD Transportable Power Systems, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 16, 2026). |
| 10.1 |
|
Secured Promissory Note, dated
June 17, 2026, issued by NOMAD Transportable Power systems, Inc. in favor of Lixte Biotechnology Holdings, Inc. |
| 99.1 |
|
Press Release dated June 18, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL Document) |
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:
June 18, 2026 |
LIXTE
BIOTECHNOLOGY HOLDINGS, INC. |
| |
(Registrant) |
| |
|
|
| |
By:
|
/s/
Geordan Pursglove |
| |
|
Geordan
Pursglove |
| |
|
President
and Chief Executive Officer |
Exhibit
99.1
LIXTE
Biotechnology Provides Update on NOMAD Acquisition; Transaction Expected to Close On or About July 1, 2026
Company
to Loan $6.5 Million Prior to Closing to Fund Order Backlog and Working Capital Needs – Combined Company to be Renamed NOMAD Power
Solutions, Inc. and Trade Under a New Ticker Symbol
BOCA
RATON, Fla. & WATERBURY, Vt. — June 18, 2026 — LIXTE Biotechnology Holdings, Inc. (NASDAQ: LIXT) (“LIXTE”
or the “Company”) today provided an update on its previously announced definitive agreement to acquire 100% of NOMAD Transportable
Power Systems, Inc. (“NOMAD”), the market leader in deployable, utility-grade battery energy storage systems (BESS).
The
Company expects the acquisition to close on or about July 1, 2026, subject to the satisfaction of customary closing conditions and required
approvals.
Pre-Closing
Capital Advance
To
accelerate NOMAD’s commercial momentum ahead of the closing, LIXTE will loan $6.5 million to NOMAD prior to the anticipated closing
the transaction. The loan proceeds are intended to fund the procurement of long-lead components against NOMAD’s active order pipeline
and to support working capital as NOMAD scales manufacturing to meet accelerating customer demand. Deploying capital ahead of closing
is designed to ensure NOMAD can convert its growing backlog into delivered systems without interruption to its production cadence.
“Putting
capital to work now, ahead of closing, reflects our conviction in NOMAD’s platform and attempting to fulfill the demand we are
seeing,” said Geordan Pursglove, Chief Executive Officer of LIXTE Biotechnology Holdings, Inc. “This loan allows NOMAD to
keep pace with its order book and continue scaling without delay as we move toward completing the transaction.”
Corporate
Name and Ticker Symbol Change
Upon
closing, and subject to required approvals, the Company will be renamed NOMAD Power Solutions, Inc. and will begin trading on the Nasdaq
Stock Market under a new ticker symbol, to be announced. The new corporate identity reflects the Company’s singular focus on solving
the power-availability constraint facing utilities, industrial operators and the rapidly expanding data center market.
Purpose-Built
for the Data Center Era
NOMAD
operates mobile, utility-grade battery platform that has been utility-tested and validated for deployment alongside investor-owned utilities,
electric cooperatives, municipal utilities and large industrial energy users. The platform’s mobility allows megawatt-scale storage
to be deployed in real time mission critical environments when and where its needed .
In
the data center environments — where even momentary interruptions in power quality can disrupt mission-critical workloads —
this combination of utility-grade reliability, near-instantaneous response and rapid mobile deployment makes NOMAD’s platform uniquely
suited to the demands of AI compute and high-density data infrastructure.
As
artificial intelligence and data center buildout drive electricity demand at an unprecedented pace, NOMAD’s deployable architecture
provides operators a way to bring reliable, utility-grade power online in timeframes that fixed assets cannot match.
“NOMAD
has built over the last six years a mobile utility-grade BESS platform engineered to the standards that utilities and hyperscale operators
require,” said John Travaglini, Chief Executive Officer of NOMAD Transportable Power Systems. “The acceleration in demand
from AI infrastructure and data center customers confirms that deployable, utility-grade storage is becoming an essential layer of the
modern grid.”
About
NOMAD Transportable Power Systems
NOMAD
Transportable Power Systems is a market leader in deployable, utility-grade battery power infrastructure across North America and the
first company to bring a mobile, utility-grade 1 MW BESS to market. The Company’s UL 9540-validated platform serves utilities,
industrial operators, government agencies, critical infrastructure providers and emerging AI-driven applications through equipment sales,
rentals and Energy-as-a-Service offerings.
About
LIXTE Biotechnology Holdings, Inc.
LIXTE
Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical and med-tech company focused on new targets for cancer drug development
and developing and commercializing cancer therapies. LIXTE has demonstrated that LB-100, its lead compound and first-in-class lead clinical
PP2A inhibitor, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on published preclinical data,
LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with cancer. It
is part of a pioneering effort in an entirely new field of cancer biology – activation lethality – that is advancing a new
treatment paradigm. LIXTE’s novel approach is covered by a comprehensive patent portfolio, with proof-of-concept clinical trials
currently in progress for Ovarian Clear Cell Carcinoma, Metastatic Colon Cancer and Advanced Soft Tissue Sarcoma. Additional information
can be found at www.lixte.com.
Through
LIXTE’s wholly owned subsidiary, Liora Technologies Europe Ltd., the Company also is pioneering the development of electronically
controlled proton therapy systems for treating tumors in various types of cancers. Liora’s proprietary flagship technology, LiGHT
System, is believed to provide significant advantages over currently available technologies for treating tumors with proton therapy.
Additional information about Liora Technologies can be found at www.lioratechnologies.com.
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,
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 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.
info@lixte.com
General
Phone: (631) 830-7092; Investor Phone: (888) 289-5533
