{"url_path":"/sec/lixt/8-k/2026-07-02/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of Acquisition or Disposition","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1335105/0001493152-26-031870-index.html","accession_number":"0001493152-26-031870","cik":"0001335105","ticker":"LIXT","issuer_name":"NOMAD POWER SOLUTIONS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1335105/0001493152-26-031870-index.html","primary_entity_key":"0001335105","primary_entity_name":"LIXTE BIOTECHNOLOGY HOLDINGS, INC."},"word_count":798,"has_tables":true,"body_markdown":"**Item 2.01 Completion of Acquisition or Disposition\nof Assets.**\n\n \n\nOn 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\nDelaware (the “Effective Time”).\n\n \n\nAt\nthe Effective Time of the Merger, each share of NOMAD common stock outstanding immediately prior to the Effective Time (other than dissenting\nshares and shares held by unaccredited stockholders) converted into the right to receive a pro rata portion of (i) up to 50,500 shares\nof newly designated Series D Convertible Preferred Stock of the Company (the “Exchange Preferred Shares”), having an original\nissue 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\nof $1.00 per share, and (ii) up to approximately 3,000,005 shares of the Company’s common stock (the “Exchange Common Shares”\nand, together with the Exchange Preferred Shares, the “Merger Consideration”). As a result of the foregoing, the Company\nissued 2,992,041 Exchange Common Shares and 50,366.07 Exchange Preferred Shares. The Series D Convertible Preferred Stock\nare non-voting until the Company’s stockholders approval of the conversion is obtained as part of the PubCo Stockholder Approval\nmatters (as defined in the Merger Agreement). Unaccredited stockholders of NOMAD will received cash in lieu of shares, based on the 60-day\nvolume-weighted average price of the Company’s common stock of $5.57.\n\n \n\nIn\nconnection with the closing of the Merger, the Company and the holders of NOMAD common stock entered into a Registration Rights Agreement\n(the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the U.S.\nSecurities and Exchange Commission (the “SEC”), within 30 days following the later of (i) the date on which PubCo Stockholder\nApproval (as defined in the Merger Agreement) is obtained, (ii) the date on which the Audit (as defined in the Merger Agreement) is completed,\nand (iii) the six (6)-month anniversary of the closing of the Merger registering the resale of, the Exchange Common Shares, and the Company’s\ncommon stock underlying the Exchange Preferred Shares; provided, however, if PubCo Stockholder Approval\nis not obtained within one year following the closing of the Merger, then the Company will use its best efforts to prepare and file with\nthe SEC a registration statement covering the resale of the Exchange Common Shares and will file a subsequent registration statement\ncovering the resale of the remaining registrable securities upon PubCo Stockholder Approval.\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\nother things, the approval of the conversion of the Series D Convertible Preferred Stock into shares of the Company’s common\nstock, an increase in authorized shares, and the election of directors (the “Stockholder Meeting”). The Company has also\nagreed to file a resale registration statement covering the shares of the Company’s common stock issuable upon conversion of\nthe Series D Convertible Preferred Stock within 30 days following receipt of PubCo Stockholder Approval.\n\n \n\nThe Company’s board of directors (the “Board”) has set\nJuly 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\nprepare and file with the SEC, the required proxy materials with respect to the Stockholder Meeting, which final proxy materials will\nbe mailed to stockholders at least 20 days prior to the Stockholder Meeting.\n\n \n\nThe\nCompany also entered into a Stockholder Support Agreement with certain stockholders (the “Supporting Stockholders”) of\nthe Company (the “Support Agreements”). Pursuant to the Support Agreements, the Supporting Stockholders have agreed, (i)\nto attend every meeting of any class of stockholders of the Company to cause all of the Stockholders’ Covered Shares (as\ndefined in the Support Agreement) to be counted as present for the purpose of determining a quorum, (ii) to be present and vote in\nfavor of, the Stockholder Approval Matters (as defined in the Merger Agreement), and all of the matters, actions and proposals\nnecessary to consummate all of the transactions contemplated by the Merger Agreement, and (iii) to vote against any Adverse Proposal\n(as defined Support Agreement). The Supporting Stockholders have appointed the Company and any designee of the Company, as their\nproxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote during the term of the Support Agreement\nin favor of the Stockholder Approval Matters.\n\n \n\n \n\n \n\n \n\nThe 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\nthe full text of the Registration Rights Agreement and Support Agreement copies of which\nare filed as Exhibit 10.1 and Exhibit 10.2, respectively to this Current Report on Form 8-K and are incorporated\nherein by reference."}