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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): November 9, 2026
NOMAD
POWER SOLUTIONS, 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 |
|
NMAD |
|
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b)
Departure of Chief Executive Officer
On
November 9, 2026, Geordan Pursglove stepped down as Chief Executive Officer of Nomad Power Solutions, Inc. (the “Company”).
He also resigned as a member of the Company’s Board of Directors (the “Board”) and from all officer and director positions
with the Company’s subsidiaries and affiliates, effective on the same date. Mr. Pursglove’s departure was not the result
of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(e)
Separation Agreement
In
connection with Mr. Pursglove’s departure, the Company and Mr. Pursglove entered into a Separation Agreement dated November 9,
2026 (the “Separation Agreement”). The Separation Agreement supersedes his employment agreement with the Company dated June
16, 2025 (the “Employment Agreement”), except as described below. Under the Separation Agreement, Mr. Pursglove will receive
the following:
Severance
Payment. He will receive a cash severance payment of $600,000, payable in full upon execution of the Separation Agreement.
Consulting
Arrangement and RSU Grant. After the Termination Date, Mr. Pursglove will serve the Company as an independent consultant through
January 31, 2027 (the “Consulting Period”). During that period, he will be reasonably available for up to 80 hours per month.
His transition services include transferring knowledge and pending matters to his successor, introducing successor personnel to key customers,
vendors, investors, lenders and regulators, and helping prepare the Company’s periodic reports, earnings materials and certifications
for periods ending December 31, 2026. As sole compensation for these services, the Board or its Compensation Committee granted him 1,500,000
restricted stock units (“RSUs”) under the Company’s 2020 Stock Incentive Plan, effective as of the first day of the
Consulting Period. The RSUs will vest in full on January 31, 2027, subject to his continued provision of transition services through
that date.
In
exchange for these benefits, Mr. Pursglove gave the Company and its affiliates a general release of claims. He remains bound by the non-competition
and non-solicitation provisions in Section 8 of the Employment Agreement. The Separation Agreement also includes confidentiality and
mutual non-disparagement covenants.
This
summary of the Separation Agreement is not complete. It is qualified in its entirety by the full text of the Separation Agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Contemporaneous
with Mr. Pursglove’s resignation, the Company entered into a Consulting Agreement (the “Consulting Agreement”) with
Michael Hilmer, effective as of November 9, 2026. Under the Consulting Agreement, Mr. Hilmer will provide certain consulting services
to the Company. These services include developing the Company’s budget and go-to-market strategy, analyzing the Company’s
organizational readiness, and initiating and maintaining communications with bankers, funding partners and analysts about the Company’s
vision for 2027.
On
November 9, 2026 (the “Appointment Date”), the Board of Directors of the Company (the “Board”) elected Mr. Hilmer
as a member of the Board, effective immediately. On the same date, the Board appointed Mr. Hilmer as the non-employee Executive Chairman
of the Board. As Executive Chairman, Mr. Hilmer will lead the Board in carrying out its responsibilities. He will also work with the
Board to develop and implement the Company’s strategic plan and perform other duties customary for the role. Mr. Hilmer has not
been appointed to any committee of the Board at this time.
Under
the Consulting Agreement, Mr. Hilmer receives a consulting fee of $20,000 per month, which the Company may review and adjust periodically
at its discretion. The Company will reimburse Mr. Hilmer for reasonable business expenses under its expense reimbursement policies. The
engagement renews month to month at the Company’s discretion. Either party may terminate it on not less than ten business days’
notice. If the engagement ends partway through a month, Mr. Hilmer will be paid the pro-rata for services completed through the termination
date. Mr. Hilmer serves as an independent contractor and is not eligible for employee benefits. The Company has agreed to indemnify Mr.
Hilmer, in his capacity as a consultant and, from the Appointment Date, as a director and Executive Chairman, to the fullest extent permitted
under the Delaware General Corporation Law. The Company has also agreed to maintain appropriate directors’ and officers’
liability insurance coverage. The Consulting Agreement includes customary confidentiality, conflict of interest and insider trading acknowledgment
provisions.
Other
than the Consulting Agreement, there is no arrangement or understanding between Mr. Hilmer and any other person under which he was selected
as a director or Executive Chairman. Mr. Hilmer has no family relationship with any director or executive officer of the Company. Other
than the Consulting Agreement, Mr. Hilmer has no direct or indirect material interest in any transaction required to be disclosed under
Item 404(a) of Regulation S-K.
This
summary of the Consulting Agreement is not complete and is qualified in its entirety by the full text of the Consulting Agreement, which
is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
November 9, 2026, Nomad Power Solutions, Inc., (the “Company”), issued a press release
announcing the resignation of Chief Executive Officer and Chairman of the Board of Directors, Geordan Pursglove and the engagement
of Michael Hilmer as a consultant to the Company.
The
information in this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section, nor shall it be deemed subject to the requirements of Item 10 of Regulation S-K, nor shall it be
deemed incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or
after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall
not be deemed an admission as to the materiality of any such information.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 10.1 |
|
Separation Agreement between Geordan Pursglove and Nomad Power Solutions, Inc., dated November 9, 2026. |
| 10.2 |
|
Consulting
Agreement between Michael Hilmer and Nomad Power Solutions, Inc. dated November 9, 2026 |
| 99.1 |
|
Press Release dated November 9, 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:
November 10, 2026 |
NOMAD
POWER SOLUTIONS, INC. |
| |
(Registrant) |
| |
|
|
| |
By:
|
/s/
Michael Hilmer |
| |
|
Michael
Hilmer |
| |
|
Chief
Executive Officer |
Exhibit 99.1
NOMAD
Power Solutions Appoints Michael Hilmer Executive Chairman
Advisor
steps in to lead NOMAD’s next phase of growth in distribution and Energy-as-a-Service
BOCA
RATON, Fla., Nov. 9, 2026 — NOMAD Power Solutions, Inc. (“NOMAD” or the “Company”) (Nasdaq: NMAD),
a provider of transportable, utility-grade battery energy storage systems through its wholly owned subsidiary NOMAD Transportable Power
Systems, today announced the appointment of Michael Hilmer, an advisor to the Company, as Executive Chairman, effective immediately.
Mr.
Hilmer has advised NOMAD on its growth, finance and leasing strategy and now takes the reins to accelerate global expansion, working
alongside the existing Board of Directors and leadership team. His mandate is to support the expansion of NOMAD’s distribution
footprint and help scale its Energy-as-a-Service model – pairing NOMAD’s equipment with financing, remote monitoring and
field service under long-term, recurring-revenue agreements.
“The
NOMAD team has done tremendous work developing this market and building a strong backlog, and we’re seeing incredible global demand
for NOMAD systems,” Mr. Hilmer said. “We want to give customers more choices in how they acquire NOMAD systems. The Board
of Directors and I all share a vision for highly scalable growth, with the customer at the center of everything we do.”
Mr.
Hilmer succeeds Geordan Pursglove, who is leaving NOMAD to pursue other interests.
“Michael
has been a trusted advisor to NOMAD, and he understands both our technology and the financial structures our customers need to adopt
it at scale,” said John Travaglini, Director, NOMAD Power Solutions, and President, NOMAD Transportable Power Systems. “As
demand for transportable power accelerates across utilities, data centres and industrial markets, his experience building dealer networks,
financing platforms and field service organizations is exactly what we need to scale our distribution and Energy-as-a-Service model.
I look forward to working closely with him as we enter NOMAD’s next phase of growth. We thank Geordan for his commitment and leadership.”
Experience
Mr.
Hilmer is a serial entrepreneur and capital markets executive whose experience spans corporate structurings, financings, M&A, joint
ventures and go-public transactions. He has built several successful companies, completed more than a dozen M&A transactions and
taken multiple companies public. He has served on public and private company boards in Canada and the United States.
As
a founder and CEO, he raised well over $1 billion to fund energy-efficient home equipment through lease and loan programs, building the
dealer networks, credit and structured finance platforms behind them.
Earlier
in his career, Mr. Hilmer built and operated network operations centers (NOCs) and device management centers, along with the field service,
support and service-level management organizations needed to keep large fleets of distributed equipment performing to contract. That
operating experience maps directly to NOMAD’s model: units deployed across many sites, monitored remotely, serviced in the field
and financed over their life.
About
NOMAD Power Solutions, Inc.
NOMAD
Power Solutions, Inc., through its wholly owned subsidiary NOMAD Transportable Power Systems, provides transportable, utility-grade battery
energy storage systems. The company’s mobile battery energy storage system (BESS) platforms deliver rapidly deployable, scalable
energy solutions for electric utilities, data centers, commercial and industrial customers, emergency response, renewable energy integration,
and grid modernization. By mobilizing energy storage, NOMAD enables customers to deploy power where and when it is needed without waiting
for permanent infrastructure.
For
more information, please visit https://ir.nomadpower.com/.
Forward-Looking
Statements
This
press release 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, including statements about customer demand, requests for proposal and Total Proposal Value Requested,
forecasted orders, production and supply-chain capacity, new product platforms and timing, deposit-backed orders, investment tax credits
and peak-shaving benefits, financing partnerships, international expansion, and future financial performance. Words such as “expects,”
“plans,” “intends,” “will,” “anticipates” and similar expressions identify these statements.
They are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially,
including whether requests for proposal result in orders, whether deposit-backed orders are delivered and recognized as revenue, the
availability and applicability of tax credits and other energy incentives, the availability of customer financing, manufacturing and
supply-chain capacity, certification timelines, competition, access to capital and the other risks described in NOMAD’s filings
with the Securities and Exchange Commission. NOMAD undertakes no obligation to update these statements except as required by law.
#
# #
Investor
and Media Contact:
PondelWilkinson
pwinvestor@pondel.com
Todd
Kehrli: (310) 279-5961; tkehrli@pondel.com
Michael
Wichman: (917) 526-0855; mwichman@pondel.com
