LIXTE BIOTECHNOLOGY HOLDINGS, INC. 8-K

What Happened

• Lixte Biotechnology Holdings, Inc. reported that it entered into a Merger Agreement dated June 11, 2026, to merge its subsidiary NBD Merger Sub, Inc. into NOMAD Transportable Power Systems, Inc., with NOMAD to become a wholly owned subsidiary of Lixte upon closing.
• On June 17, 2026, Lixte issued a Secured Promissory Note for $6,500,000 to NOMAD. Proceeds will (i) repay in full NOMAD’s existing loan to BPCP Investment Holdings, LP (successor to Bay Point Capital Partners II, LP) under a Feb. 12, 2024 Loan and Security Agreement, and (ii) provide working capital and general corporate funds for NOMAD. The company furnished a press release about the Note on June 18, 2026.

Key Details

• Merger Agreement date: June 11, 2026 (Lixte, NBD Merger Sub and NOMAD).
• Secured Promissory Note: $6,500,000 issued June 17, 2026; filed as Exhibit 10.1 to the 8-K.
• Security and use: Note is secured by a first‑priority security interest in substantially all of NOMAD’s assets; primary use is repayment of the outstanding loan to BPCP and for NOMAD working capital.
• Term and repayment: Note matures 30 days from issuance with automatic 30‑day extensions while the Merger Agreement remains in effect; outstanding principal will be offset against amounts payable to NOMAD at closing. If the merger is terminated for Lixte’s breach, the Note is repayable within six months; if terminated for NOMAD’s breach, the Note is due in three days.

Why It Matters

• This 8-K shows the merger transaction is moving forward and Lixte has provided bridge financing to address NOMAD’s existing indebtedness and near‑term cash needs.
• The Note is secured by substantially all of NOMAD’s assets, which affects creditor priority and the target’s balance-sheet claims. The short initial maturity (with rolling 30‑day extensions) and offset-on-closing feature mean the note functions as temporary financing tied directly to closing the merger.
• Retail investors should note the company has taken on a material transaction/obligation tied to the acquisition; full terms of the Note and the Merger Agreement are filed as exhibits for review.