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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Item 1.01 Entry into a Material Definitive Agreement.
On February 12, 2026, Lixte Biotechnology Holdings, Inc., (the “Company”), Liora Technologies Europe Ltd, a subsidiary of Company (“Liora”) and Sidney Bruan (the “Consultant”), entered into an Allocation Deed Agreement (the “Deed”). In conjunction with the Deed, on February 13, 2026, the Company, Liora and the Consultant entered into a Consultancy Agreement (the “Consultancy Agreement”).
Pursuant to the Consultancy Agreement, the Consultant will be appointed to the board of directors of Liora and as Liora’s Chief Executive Officer. The Consultant will be paid a signing bonus of GBP 50,000 exclusive of VAT and a monthly retainer of GBP 25,000 exclusive of VAT. The Consultancy Agreement shall continue on a month-to-month basis unless terminated pursuant to the terms of the Consultancy Agreement. The Consultant’s responsibilities will include but are not limited to setting the strategic vision of Liora, managing the executive team of Liora, and reporting to the Company’s board of directors on a monthly basis to provide updates on Liora’s operations.
Pursuant to the terms of the Deed, if there is a Sale (as defined in the Deed) of the shares or business of Liora or any Liora Successor (as defined in the Deed), the Consultant shall be paid an amount equal to twenty percent (20%) of the net purchase price paid for Liora or any Liora Successor. Immediately following the closing of a Sale, the Company shall provide the Consultant with a Valuation Notice (as defined in the Deed) detailing the calculation of the payment owed to the Consultant. In the event the Consultant disagrees with the Valuation Notice, the Consultant may request a valuation by a mutually agreed upon independent valuation expert whose determination shall be final.
The Allocation Deed and Consultancy Agreement are being filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Allocation Deed and Consultancy Agreement, which are filed herewith as Exhibits 10.1 and 10.2 respectively.
Item 7.01 Regulation FD Disclosure
On February 18, 2026, the Company issued a press release announcing the appointment of Sidney Braun as CEO of Liora.
A copy of the press release is furnished herewith as Exhibit 99.1.
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 | |
| 10.1 | Allocation Deed dated February 12, 2026, between Sidney Braun, Liora Technologies Europe Ltd, and Lixte Biotechnology Holdings. Inc. | |
| 10.2 | Consultancy Agreement dated February 13, 2026, between Liora Technologies Europe Ltd, and Sidney Braun. | |
| 99.1 | Press Release dated February 18, 2026 | |
| 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: February 18, 2026 | LIXTE BIOTECHNOLOGY HOLDINGS, INC. | |
| (Registrant) | ||
| By: | /s/ Geordan Pursglove | |
| Geordan Pursglove | ||
| Chairman of the Board and Chief Executive Officer | ||
Exhibit 10.1
Exhibit 10.2
Exhibit 99.1
LIXTE Biotechnology Appoints Sidney Braun
as CEO of its Liora Technologies Europe Ltd. Subsidiary
BOCA RATON, Fla., February 18, 2026 — LIXTE Biotechnology Holdings, Inc. (“LIXTE” or the “Company”) (Nasdaq: LIXT), a clinical stage pharmaceutical and med-tech company focused on advancing cancer treatments, today announced it has appointed Sidney Braun as Chief Executive Officer of the Company’s Liora Technologies Europe Ltd. subsidiary (“Liora”).
A veteran of the healthcare industry, Braun brings to Liora more than two decades of operational and strategic advisory experience at companies in North America, Europe and Israel. He was instrumental in the creation of Liora and facilitated LIXTE’s acquisition of Liora’s assets in November 2025 from Orbit Capital, Inc.
Over his career, Braun played a key role in building an infusion network for the biologic drug Remicade, which was approved to treat several immune-mediated inflammatory diseases. He also created a physician network in Canada that was sold to Toronto-based AIM Health Group. Braun is multi-lingual and holds degrees in economics and business administration from Fordham University.
“The appointment of Sidney Braun as CEO of Liora is in keeping with our plan to bring Liora’s LiGHT System technology to the forefront of modern cancer treatment and eventually enable LIXTE to pursue a recurring revenue model,” said Geordan Pursglove, CEO of LIXTE. “We welcome Sidney to the LIXTE family and are confident of the contributions he will make to our organization and to advancing and scaling an important technology in cancer treatment.”
“Leadership in breakthrough medical technology is about building viable life-changing systems,” added Braun. “I step into my new role at Liora fully committed to fostering further development in the radiotherapy segment of cancer care to achieve positive patient outcomes and long-term value for LIXTE’s shareholders.”
Liora is pioneering electronically controlled proton therapy systems for treating tumors in various types of cancers. The Company’s proprietary flagship technology, LiGHT System, is believed to provide significant advantages over currently available technologies for treating tumors with proton therapy.
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 Statement Disclaimer
This announcement contains certain 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. For example, statements regarding the Company’s financial position, business strategy and other plans and objectives for future operations, and assumptions and predictions about future activities, including the continuing development of proprietary compounds, the planning, funding, coordination and potential results of clinical trials, the patent and legal costs to protect and maintain the Company’s intellectual property worldwide, and the Company’s ability to maintain compliance with Nasdaq’s continued listing requirements, are all forward-looking statements. These statements, also including but not limited to, pursuing a recurring revenue model through the Company’s acquired LiGHT system, are generally accompanied by words such as “intend,” anticipate,” “believe,” “estimate,” “potential(ly),” “continue,” “forecast,” “predict,” “plan,” “may,” “will,” “could,” “would,” “should,” “expect” or the negative of such terms or other comparable terminology.
The Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, based on information available to it on the date hereof, but the Company cannot provide assurances that these assumptions and expectations will prove to have been correct or that the Company will take any action that the Company may presently be planning. However, these forward-looking statements are inherently subject to known and unknown risks and uncertainties. Actual results or experience may differ materially from those expected or anticipated in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, regulatory policies, available cash resources, research results, competition from other similar businesses, and market and general economic factors.
Readers are urged to read the risk factors set forth in the Company’s filings with the United States Securities and Exchange Commission at https://www.sec.gov. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
For more information about LIXTE, contact:
General Phone: (631) 830-7092; Investor Phone: (888) 289-5533
or
PondelWilkinson Inc. Investor Relations [email protected]
Roger Pondel: (310) 279-5965; Laurie Berman: (310) 279-5962