{"url_path":"/sec/lixt/8-k/2026-06-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1335105/0001493152-26-028878-index.html","accession_number":"0001493152-26-028878","cik":"0001335105","ticker":"LIXT","issuer_name":"NOMAD POWER SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1335105/0001493152-26-028878-index.html","primary_entity_key":"0001335105","primary_entity_name":"LIXTE BIOTECHNOLOGY HOLDINGS, INC."},"word_count":582,"has_tables":true,"body_markdown":"** **\n\n \n\n** **\n\n \n\n \n\n** **\n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 11, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Nomad Transportable Power Systems, Inc (“Nomad”)\nand NBD Merger Sub, Inc., (“Merger Sub”), entered into a Merger Agreement (the Merger Agreement), pursuant to which Merger\nSub will merge with and into NOMAD, with NOMAD surviving as a wholly-owned subsidiary of the Company (the **“**Merger**”**).\n\n \n\nAt\nthe Effective Time (as defined in the Merger Agreement) of the Merger, each share of NOMAD common stock outstanding immediately prior\nto the Effective Time (other than dissenting shares and shares held by unaccredited stockholders) will be converted into the right to\nreceive a pro rata portion of (i) up to 50,500 shares of newly designated Series D Convertible Preferred Stock of the Company (the “Exchange\nPreferred Shares”), having an original issue price of $1,000 per share and convertible into up to 50,500,000 shares of the Company’s\nCommon Stock at a conversion price of $1.00 per share, and (ii) up to 3,000,000 shares of the Company’s Common Stock (the “Exchange\nCommon Shares” and, together with the Exchange Preferred Shares, the “Merger Consideration”). The Series D Convertible\nPreferred Stock will be non-voting until the Company’s stockholders approval of the conversion is obtained. Unaccredited stockholders\nof NOMAD will receive cash in lieu of shares, based on the 60-day volume-weighted average price of Company’s common stock.\n\n \n\nAdditionally,\nthe Company is required to hold a meeting of its stockholders within 60 days following the closing of the Merger to vote on, among other\nthings, the approval of the conversion of the Series D Convertible Preferred Stock into shares of the Company’s common stock, an\nincrease in authorized shares, and the election of directors. The Company has also agreed to file a resale registration statement covering\nthe shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock within 30 days following receipt of stockholder\napproval.\n\n \n\nThe\nclosing of the Merger is subject to customary conditions, including, among others: (i) the Company having at least $16,500,000 in unrestricted\ncash at closing (the “Closing Cash Condition”); (ii) execution of irrevocable proxies representing not less than 33% of the\nCompany’s Common Stock in favor of approving the conversion of the Series D Convertible Preferred Stock; (iii) approval of the\nExchange Common Shares for listing on The Nasdaq Capital Market; (iv) appointment of John Travaglini to the Company’s Board of\nDirectors and as Chief Executive Officer of Merger Sub; and (v) appointment of Nomad designee(s) to the Company’s Board of Directors.\n\n \n\nThe\nMerger Agreement may be terminated at any time prior to the closing: (i) by mutual written consent of the parties; (ii) by either party\nif the Merger has not been consummated by the date that is 120 days after the date of the Merger Agreement (the “Outside Date”);\n(iii) by either party if a governmental order makes the transactions illegal or permanently prohibits the Merger; (iv) by either party\nupon a material breach by the other party that is not cured within 20 days of written notice; or (v) by NOMAD if the Company fails to\nsatisfy the Closing Cash Condition within five (5) business days prior to the Outside Date.\n\n \n\nThe\nforegoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by\nreference."}