LIXTE BIOTECHNOLOGY HOLDINGS, INC. 8-K

What Happened
On June 11, 2026, Lixte Biotechnology Holdings, Inc. (LIXT) entered into a Merger Agreement with Nomad Transportable Power Systems, Inc. (NOMAD) and NBD Merger Sub, Inc. Under the agreement Merger Sub will merge into NOMAD, with NOMAD surviving as a wholly‑owned subsidiary of Lixte. Consideration to NOMAD shareholders consists of (i) up to 50,500 newly designated Series D Convertible Preferred Shares (original issue price $1,000 each), convertible into up to 50,500,000 shares of Lixte common stock at $1.00 per share, and (ii) up to 3,000,000 shares of Lixte common stock. The Series D shares will be non‑voting until Lixte’s stockholders approve conversion. Unaccredited NOMAD holders will receive cash based on the 60‑day VWAP of Lixte common stock.

Key Details

• Merger agreement signed June 11, 2026; press release issued June 12, 2026 (Exhibit 99.1).
• Potential issuance: up to 50,500 Series D Preferred (convertible into up to 50,500,000 common shares) plus up to 3,000,000 common shares.
• Closing conditions include Lixte having at least $16,500,000 in unrestricted cash at closing, Nasdaq approval to list the Exchange Common Shares, and irrevocable proxies representing ≥33% of Lixte common stock in favor of approving conversion.
• Governance and timing: John Travaglini to be appointed to Lixte’s board and as CEO of Merger Sub; Lixte must hold a stockholder meeting within 60 days after closing to vote on conversion, increase in authorized shares and director elections; a resale registration statement must be filed within 30 days after stockholder approval.
• Termination/Timing: the agreement can be terminated for customary reasons; outside date is 120 days from signing; failure to meet the cash condition shortly before the outside date permits termination by NOMAD.

Why It Matters
The deal could materially increase Lixte’s outstanding common shares if the Series D Preferred is converted (up to 53.5 million common shares in total if fully converted/issued), a key dilution metric investors should watch. The $16.5M closing cash requirement highlights the company’s need for liquidity to complete the transaction. Board changes and the Nasdaq listing requirement for the issued common shares are governance and market‑access events that may affect investor expectations and share liquidity. Investors should monitor upcoming stockholder votes, the registration filing, and whether the closing cash and other conditions are satisfied.