NMAD 8-K
Nomad Power Solutions, Inc. (NMAD)
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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 8, 2025, Lixte Biotechnology Holdings, Inc. (the “Company”), held its Annual Meeting. At the Annual Meeting, the Company’s stockholders were asked to vote upon:
| 1. | The election of five directors, each to serve until the Company’s 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified. The nominees for election were Geordan Pursglove, Jason Sawyer, Dr. Michael Holloway, Lourdes Felix and Guy Primus; |
| 2. | The ratification of the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and |
| 3. | The approval of the amendment to the 2020 Plan to increase the number of shares of common stock available for issuance thereunder from 2.75 million to 3.5 million. |
The results of the matters voted on at the Annual Meeting, based on the presence in person or by proxy of holders of record of 3,117,339 of the 5,635,467 shares of the Company’s common stock entitled to vote, were as follows:
| 1. | The stockholders approved the election of each of the director nominees to serve until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: |
| For | Withheld | Broker Non-Votes | ||||
| Geordan Pursglove | 1,935,249 | 125,366 | 1,056,724 | |||
| Jason Sawyer | 1,926,055 | 134,560 | 1,056,724 | |||
| Dr. Michael Holloway | 2,014,413 | 46,202 | 1,056,724 | |||
| Lourdes Felix | 1,926,094 | 134,521 | 1,056,724 | |||
| Guy Primus | 2,014,404 | 46,211 | 1,056,724 |
| 2. | The stockholders ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 3,080,890 | 36,370 | 79 | N/A |
| 3. | The stockholders approved the amendment of the 2020 Plan which required the affirmative vote of the majority of shares of stock present, in person or by proxy, and entitled to vote. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 1,984,980 | 74,134 | 1500 | 1,056,724 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed herewith.
Exhibit Number |
Description | |
| 10.1 | Amendment to the Lixte Biotechnology Holdings, Inc. 2020 Stock Incentive Plan (Incorporated by reference to Annex A to Schedule DEF 14A filed with the SEC on October 27,2025). | |
| 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: | December 11, 2025 | LIXTE BIOTECHNOLOGY HOLDINGS, INC. | |
| (Registrant) | |||
| By: | /s/ Geordan Pursglove | ||
| Geordan Pursglove | |||
| Chairman of the Board and Chief Executive Officer | |||