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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): June 11, 2026
LIXTE
BIOTECHNOLOGY HOLDINGS, 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 |
|
LIXT |
|
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
June 11, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Nomad Transportable Power Systems, Inc (“Nomad”)
and NBD Merger Sub, Inc., (“Merger Sub”), entered into a Merger Agreement (the Merger Agreement), pursuant to which Merger
Sub will merge with and into NOMAD, with NOMAD surviving as a wholly-owned subsidiary of the Company (the “Merger”).
At
the Effective Time (as defined in the Merger Agreement) of the Merger, each share of NOMAD common stock outstanding immediately prior
to the Effective Time (other than dissenting shares and shares held by unaccredited stockholders) will be converted into the right to
receive a pro rata portion of (i) up to 50,500 shares of newly designated Series D Convertible Preferred Stock of the Company (the “Exchange
Preferred Shares”), having an original issue 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 of $1.00 per share, and (ii) up to 3,000,000 shares of the Company’s Common Stock (the “Exchange
Common Shares” and, together with the Exchange Preferred Shares, the “Merger Consideration”). The Series D Convertible
Preferred Stock will be non-voting until the Company’s stockholders approval of the conversion is obtained. Unaccredited stockholders
of NOMAD will receive cash in lieu of shares, based on the 60-day volume-weighted average price of Company’s common stock.
Additionally,
the Company is required to hold a meeting of its stockholders within 60 days following the closing of the Merger to vote on, among other
things, the approval of the conversion of the Series D Convertible Preferred Stock into shares of the Company’s common stock, an
increase in authorized shares, and the election of directors. The Company has also agreed to file a resale registration statement covering
the shares of common stock issuable upon conversion of the Series D Convertible Preferred Stock within 30 days following receipt of stockholder
approval.
The
closing of the Merger is subject to customary conditions, including, among others: (i) the Company having at least $16,500,000 in unrestricted
cash at closing (the “Closing Cash Condition”); (ii) execution of irrevocable proxies representing not less than 33% of the
Company’s Common Stock in favor of approving the conversion of the Series D Convertible Preferred Stock; (iii) approval of the
Exchange Common Shares for listing on The Nasdaq Capital Market; (iv) appointment of John Travaglini to the Company’s Board of
Directors and as Chief Executive Officer of Merger Sub; and (v) appointment of Nomad designee(s) to the Company’s Board of Directors.
The
Merger Agreement may be terminated at any time prior to the closing: (i) by mutual written consent of the parties; (ii) by either party
if the Merger has not been consummated by the date that is 120 days after the date of the Merger Agreement (the “Outside Date”);
(iii) by either party if a governmental order makes the transactions illegal or permanently prohibits the Merger; (iv) by either party
upon 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
satisfy the Closing Cash Condition within five (5) business days prior to the Outside Date.
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text 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
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 Exchange Preferred Shares and
the Exchange Common Shares is incorporated herein by reference.
The
Exchange Preferred Shares and the Exchange Common Shares to be issued in connection with the Merger will be issued 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 such securities will not involve a public offering,
and the recipients will acquire the securities for investment purposes and not with a view toward distribution.
Item
7.01 Regulation FD Disclosure.
On
June 12, 2026, the Company issued a press release announcing the signing of the Merger Agreement.
A
copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated
by reference into the filings of the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger, dated as of June 11, 2026, by and among Lixte Biotechnology Holdings, Inc., NBD Merger Sub, Inc., and NOMAD Transportable Power Systems, Inc.* |
| 99.1 |
|
Press Release, dated June 12, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the inline XBRL Document) |
*
Certain schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant
hereby undertakes to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission
upon request.
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:
June 16, 2026 |
LIXTE
BIOTECHNOLOGY HOLDINGS, INC. |
| |
(Registrant) |
| |
|
|
| |
By:
|
/s/
Geordan Pursglove |
| |
|
Geordan
Pursglove |
| |
|
President
and Chief Executive Officer |
Exhibit
99.1
LIXTE
Biotechnology to Acquire NOMAD Transportable Power Systems, the Market Leader in Mobile, Utility-Grade Battery Energy Storage Systems
(BESS)
Company
to be Renamed NOMAD Power Solutions • First-to-Market with the Mobile, Utility-Grade 1 MW BESS • Addressing a Multi-Hundred-Billion-Dollar
Power Capacity Opportunity
BOCA
RATON, Fla. & WATERBURY, Vt. — June 12, 2026 — LIXTE Biotechnology Holdings, Inc. (NASDAQ: LIXT) (“LIXTE”
or the “Company”) today announced that it has entered into a definitive agreement to acquire 100% of NOMAD Transportable
Power Systems, Inc. (“NOMAD”), the market leader in deployable, utility-grade battery energy storage systems (BESS) and the
first company to bring a mobile, utility-grade 1 MW BESS to market. Upon closing, the Company will be renamed NOMAD Power Solutions.
“This
transaction creates one of the first publicly traded companies singularly focused on solving one of the most significant constraints
facing economic growth today — access to reliable electrical power,” said Geordan Pursglove, Chief Executive Officer of LIXTE
Biotechnology Holdings, Inc.
The
Power Availability Crisis
Artificial
intelligence, electrification, manufacturing reshoring and grid modernization are driving unprecedented demand for electrical capacity
across North America. Approximately 2.3 terawatts of generation and storage capacity currently remain in U.S. interconnection queues,
and project development timelines have expanded from approximately two years historically to five to seven years or longer. Power availability
— not power generation — has become the binding constraint on economic growth, opening one of the largest infrastructure
opportunities in decades.
Market
Leadership: First-to-Market with the Mobile, Utility-Grade 1 MW BESS
NOMAD
pioneered the deployable utility-grade BESS category, becoming the first company to bring a mobile, utility-grade 1 MW BESS to market.
The platform was designed from inception to meet the performance, safety and interconnection standards required by investor-owned utilities,
electric cooperatives, municipal utilities and large industrial energy users — categories that smaller, non-utility-grade mobile
battery solutions cannot address. The combination of UL 9540 full-system validation, a multi-year track record of utility-scale deployment
and a growing customer base across major utility categories has established NOMAD as the leading provider of deployable, utility-grade
battery power across North America.
The
Structural Permitting Advantage of Mobile BESS
Permanent
BESS projects routinely face development timelines of two to five years or longer, constrained by land use entitlements, environmental
review, fire and safety review and the multi-year interconnection queue. Local zoning moratoria have further restricted permanent BESS
deployment — in New York State alone, 108 local jurisdictions have enacted moratoria or bans on permanent BESS, with approximately
1 GW of permanent battery storage sidelined under these restrictions.
NOMAD’s
mobile, transportable BESS architecture is deployed as equipment rather than permanent infrastructure, generally bypassing land use entitlements,
NEPA / CEQA environmental review, local moratoria and the multi-year interconnection queue, while meeting UL 9540, NFPA 855 and IEEE
1547 safety and interconnection standards. Management believes this structural permitting and deployment advantage is one of the most
underappreciated drivers of customer adoption and a defining competitive feature of the deployable BESS category.
Commercial
Momentum
NOMAD
has delivered exceptional revenue growth driven by structural demand for deployable, utility-grade power infrastructure. Revenue grew
approximately 175% year-over-year in 2025, with management projecting further growth of approximately 135% year-over-year in 2026. Approximately
75% of sales activity is inbound, and the Company is engaged on more than 30 active utility, infrastructure and strategic customer opportunities
across North America. Manufacturing capacity has scaled exponentially to accommodate this demand, supported by existing supply chain
partnerships and manufacturing relationships.
Management
Commentary
“Today’s
announcement represents a transformational milestone for our shareholders,” said Geordan Pursglove, Chief Executive Officer of
LIXTE Biotechnology Holdings, Inc. “NOMAD has built a proven operating platform and developed technology that directly addresses
one of the most significant constraints facing economic growth today. This transaction positions the Company at the center of powerful
long-term trends — artificial intelligence, electrification, grid modernization and industrial expansion — and establishes
the foundation for a scalable infrastructure platform.”
“NOMAD
has built the only mobile, utility-grade BESS platform that meets the performance, safety and interconnection standards of investor-owned
utilities, electric cooperatives, municipal utilities and large industrial energy users. The acceleration in customer demand we are seeing
across utility, AI infrastructure and industrial markets confirms that deployable BESS is becoming an essential layer of the modern grid.
This transaction gives us the capital and public-market visibility to scale manufacturing, deepen our customer relationships and continue
defining the category we created,” said John Travaglini, Chief Executive Officer of NOMAD Transportable Power Systems.
“NOMAD
represents exactly the kind of infrastructure innovation the energy transition demands. As AI workloads and data center buildout accelerate
power consumption at an unprecedented pace, our grid simply cannot absorb that demand through fixed assets alone. NOMAD’s ability
to deploy megawatt-scale storage anywhere in under an hour — without the siting delays, permitting burdens, or capital lock-up
of traditional installations — is a genuine breakthrough. For LIXTE, this acquisition is about owning a platform that is as flexible
as the grid problems it solves.” said Stu Porter,
Director of LIXTE Biotechnology Holdings, Inc.
Corporate
Name Change
Following
completion of the acquisition and subject to required approvals, the Company intends to change its name to NOMAD Power Solutions. The
Company will provide details regarding any ticker symbol change in a subsequent announcement.
Transaction
Details
Under
the terms of the definitive agreement, LIXTE will acquire 100% of the outstanding equity of NOMAD.
About
NOMAD Transportable Power Systems
NOMAD
Transportable Power Systems is the market leader in deployable, utility-grade battery power infrastructure across North America and the
first company to bring a mobile, utility-grade 1 MW BESS to market. The Company’s UL 9540-validated platform serves utilities,
industrial operators, government agencies, critical infrastructure providers and emerging AI-driven applications through equipment sales,
rentals and Energy-as-a-Service offerings.
About
LIXTE Biotechnology Holdings, Inc.
LIXTE
Biotechnology Holdings, Inc. is a clinical-stage pharmaceutical and med-tech company focused on new targets for cancer drug development
and developing and commercializing cancer therapies. LIXTE has demonstrated that LB-100, its lead compound and first-in-class lead clinical
PP2A inhibitor, is well-tolerated in cancer patients at doses associated with anti-cancer activity. Based on published preclinical data,
LB-100 has the potential to significantly enhance chemotherapies and immunotherapies and improve outcomes for patients with cancer. It
is part of a pioneering effort in an entirely new field of cancer biology – activation lethality – that is advancing a new
treatment paradigm. LIXTE’s novel approach is covered by a comprehensive patent portfolio, with proof-of-concept clinical trials
currently in progress for Ovarian Clear Cell Carcinoma, Metastatic Colon Cancer and Advanced Soft Tissue Sarcoma. Additional information
can be found at www.lixte.com.
Through
LIXTE’s wholly owned subsidiary, Liora Technologies Europe Ltd., the Company also is pioneering the development of electronically
controlled proton therapy systems for treating tumors in various types of cancers. Liora’s proprietary flagship technology, LiGHT
System, is believed to provide significant advantages over currently available technologies for treating tumors with proton therapy.
Additional information about Liora Technologies can be found at www.lioratechnologies.com.
Forward-Looking
Statements
The
foregoing material may contain “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, each as amended. Forward-looking statements include all statements that do not
relate solely to historical or current facts, including without limitation statements regarding the Company’s strategic priorities,
product development and business prospects, and the anticipated use of proceeds, and can be identified by the use of words such as “may,”
“will,” “expect,” “project,” “estimate,” “anticipate,” “plan,”
“believe,” “potential,” “should,” “continue” or the negative versions of those words
or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking statements
are based on information currently available to the Company and its current plans or expectations and are subject to a number of risks
and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize, or the
underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,
the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the securities
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to
actual results.
info@lixte.com
General Phone: (631) 830-7092; Investor Phone: (888) 289-5533
