Form 8-K/A NOMAD POWER SOLUTIONS, For: Jul 01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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):
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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).
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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. ☐
EXPLANATORY NOTE
On July 2, 2026, Nomad Power Solutions, Inc. (f/k/a Lixte Biotechnology Holdings, Inc.), a Delaware corporation (the “Company” or “we”), filed a Current Report on Form 8-K (the “Initial 8-K”) disclosing, amongst other things, the closing of its previously announced merger agreement (the “Merger Agreement”) with Nomad Transportable Power Systems, Inc (“NOMAD”) and NBD Merger Sub, Inc., (“Merger Sub”), pursuant to which Merger Sub merged with and into NOMAD, with NOMAD surviving as a wholly-owned subsidiary of the Company.
The Company is amending the Initial 8-K to include certain risk factors related to NOMAD’s business and consummation of the transactions contemplated by the Merger Agreement (the “Risk Factors”), an overview of NOMAD’s business (the “Business Section”), historical financial statements of NOMAD and the unaudited pro forma combined financial information giving effect to the Merger Agreement as of July 2, 2026.
The pro forma financial information included herein has been presented for informational purposes only. It does not purport to represent the actual results of operations that we and NOMAD would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.
The Description of Business and Risk Factors are filed as Exhibit 99.4 to this Current Report on Form 8-K/A and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses or Funds Acquired.
The audited financial statements of NOMAD for the years ended December 31, 2025 and 2024 are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference. The unaudited financial statements of NOMAD for the six months ended June 30, 2026 and 2025 are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026 and the unaudited pro forma condensed combined statement of operations for the six months ended June 30 2026 and the year ending December 31, 2025 are filed with this Current Report on Form 8-K/A as Exhibit 99.3 and incorporated herein by reference.
(d) Exhibits. The following exhibits are filed herewith.
Exhibit
Number |
Description | |
| 23.1 | Consent of Weinberg & Company, P.A. | |
| 99.1 | Audited Financial Statements of NOMAD for the years ended December 31, 2025 and 2024. | |
| 99.2 | Unaudited Financial Statements of NOMAD for the six months ended June 30, 2026 and 2025. | |
| 99.3 | Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026 and the year ended December 31, 2025. | |
| 99.4 | Description of Business Section and Risk Factors | |
| 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 17, 2026 | NOMAD POWER SOLUTIONS, INC. | |
| (Registrant) | ||
| By: | /s/ Geordan Pursglove | |
| Geordan Pursglove | ||
| President and Chief Executive Officer | ||
ATTACHMENTS / EXHIBITS
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