{"url_path":"/sec/lixt/8-k/2026-07-02/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","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":545,"has_tables":true,"body_markdown":"**Item\n5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn\nJuly 1, 2026, the Board approved an amendment to the Company’s Certificate\nof Incorporation (the “Certificate of Amendment”) to change the name of the Company from “Lixte Biotechnology Holdings,\nInc.” to “Nomad Power Solutions, Inc.” effective on July 3, 2026 (the “Name Change”). The Board also approved\nan amendment to the Company’s Amended and Restated Bylaws (the “Bylaw Amendment”). Pursuant to the Bylaw Amendment,\nthe following sentence is deleted from Section 3.3.\n\n \n\n“As\nprovided in the Certificate of Incorporation, the directors of the Corporation shall be divided into three (3) classes.”\n\n \n\nA\ncopy of the Certificate of Amendment and Bylaw Amendment are filed as Exhibit 3.1 and 3.2 respectively, to this Current Report on Form\n8-K and are incorporated herein by reference.\n\n \n\nAdditionally,\non July 1, 2026, the Company, filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary\nof State of the State of Delaware to establish the designations, powers, preferences and rights, and the qualifications, limitations\nand restrictions, of its Series D Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Series D Preferred\nStock”). The Certificate of Designations designated 50,500 shares of the Company’s authorized preferred stock as Series D\nPreferred Stock and became effective upon filing.\n\n \n\nThe\nCertificate of Designations sets forth the terms of the Series D Preferred Stock, including, among other things, the liquidation\npreference and the amount payable in respect of each share in the event of the Company’s voluntary or involuntary liquidation,\nwinding-up or dissolution; the ranking of the Series D Preferred Stock relative to the Company’s common stock and other\nclasses or series of capital stock with respect to the payment of dividends and the distribution of assets. The Series D Preferred\nStock is convertible into shares of the Company’s common stock at a conversion price of $1.00 per share with a liquidation\nvalue of $1,000. The Series D Preferred Stock are convertible into shares of the Company’s common stock from and after the\ndate of Stockholder Approval (as defined in the Certificate of Designations). Additionally, if Stockholder Approval is not obtained\nwithin one year after the original date of issuance, each share of Series D Preferred Stock will accrue a cumulative dividend at a\nrate of 7% per annum of $1,000 (the liquidation value), compounding annually, payable quarterly in arrears in cash, until the\nearlier of the date PubCo Stockholder Approval is obtained or the date no shares of Series D Preferred Stock remain outstanding,\nwith any accrued but unpaid dividends payable upon conversion, redemption, repurchase or liquidation. Holders of Series D Preferred\nStock shall be entitled to receive dividends on an as-converted basis equal to and in the same form as dividends actually paid on\nshares of the Company’s common stock when, as, and if such dividends are declared and paid on shares of the Company’s\ncommon stock by the Board.\n\n \n\nThe\nforegoing description of the Series D Preferred Stock and the Certificate of Designations do not purport to be complete and is qualified\nin its entirety by reference to the full text of the Certificate of Designations, which is filed as Exhibit 3.3 to this Current Report\non Form 8-K and is incorporated herein by reference."}