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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): September 28, 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
1.01 Entry into a Material Definitive Agreement.
On
September 28, 2026, Nomad Power Solutions, Inc., (the “Company”), entered into a Note Purchase Agreement (the “Purchase
Agreement”) with an Accredited Investor (the “Investor”), pursuant to which the Company agreed to issue and sell in
a private placement an aggregate principal amount of $6.57 million Original Issue Discount Secured Promissory Note (the “Note”)
for aggregate gross proceeds of $6.0 million. The Note carries an original issue discount of 540,000. In addition, the Company agreed
to pay $30,000 to cover fees and expenses. The maturity date of the Note is 12 months from the Purchase Price Date (as defined in the
Note) and has an interest rate of nine percent (9%) per year until the Note is paid in full.
Beginning
on the 6-month anniversary of the Purchase Price Date, the Purchaser has the right, exercisable at any time in its sole and absolute
discretion, to redeem up to $800,000 per calendar month by providing written notice to the Company. The Company will have 2 trading days
to pay the redemption amount in cash.
In
connection with the Purchase Agreement, the Company and the Investor entered into a Security Agreement (the “Security Agreement”).
Pursuant to the terms of the Security Agreement, the Investor is granted a security interest in the Collateral (as defined in the Security
Agreement). The Collateral includes, among other things, all equity interests of the Company, all goods and equipment owned by the Company,
all accounts receivable, contract rights, and all other assets, goods and personal property of the Company.
Additionally,
the Investor, the Company, and the Company’s wholly owned subsidiaries Lixte Biotechnolgy,
Inc. (“Lixte”),
and Liora Technologies Europe Ltd., (“Liora,” collectively,
the Company, Lixte, and
Liora, the “Guarantors”, and each individually, a “Guarantor”), entered into a Guaranty Agreement (the “Guaranty
Agreement”) for the benefit of the Investor. Pursuant to the Guaranty Agreement, the Guarantors guarantee the indebtedness, liabilities
and obligations of the Company to the Investor.
The
issuance of the Note pursuant to the Purchase Agreement was made pursuant to the exemption from the registration requirements under the
Securities Act available to the Company under Section 4(a)(2) and/or Regulation D promulgated thereunder due to the fact the offering
of the Note did not involve a public offering of securities.
The
foregoing description of the Purchase Agreement, the Note, the Security Agreement and the Guaranty do not purport to be complete and
are qualified in their entirety by reference to the full text of the Purchase Agreement, the Note, the Security Agreement and the Guaranty
Agreement, copies of which are filed as Exhibit 10.1, Exhibit 4.1, Exhibit 10.2 and Exhibit 10.3, 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 Note is incorporated herein by
reference.
The
Company offered and sold the Note 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 the Note did not involve a public offering, and the Investor acquired the Note for investment purposes and not with a view toward
distribution.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 4.1 |
|
Note |
| 10.1 |
|
Note Purchase Agreement |
| 10.2 |
|
Security Agreement |
| 10.3 |
|
Guaranty |
| 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: September 30, 2026 |
NOMAD POWER SOLUTIONS, INC. |
| |
(Registrant) |
| |
|
|
| |
By: |
/s/
Geordan Pursglove |
| |
|
Geordan Pursglove |
| |
|
President and Chief
Executive Officer |
