Nomad Power Sets September 4 Vote on 50.4M-Share Merger Issuance and Board Expansion

summarizeSummary

Nomad Power Solutions' definitive proxy sets a September 4, 2026 special meeting for stockholders to vote on issuing 50.4 million shares to NOMAD Transportable Power Systems shareholders, a move that would give them majority control and complete the reverse merger.

check_boxKey Events · M&A and Partnerships · NMAD

• 50.4M Share Issuance Vote

  Stockholders will vote on issuing 50,366,070 shares upon conversion of Series D Preferred Stock issued to NOMAD shareholders in the July 1 merger. If approved, NOMAD holders would own approximately 64.4% of the combined company, diluting existing holders significantly.

• Financial Impact of Approval

  Full conversion would increase outstanding shares from 18.97 million to 78.26 million. Existing stockholders' ownership would fall to 35.6%. If not approved, a 7% cumulative annual dividend on the $50.4 million liquidation preference of the preferred stock would accrue, starting one year from issuance.

• Board Expansion and Director Elections

  The board size increases from seven to nine members. Stockholders will vote to elect Chris McKay (COO of NOMAD) and Joaquin Aguerre (Director at PowerSecure) as new directors, both designated by NOMAD under the merger agreement.

• Equity Plan Amendment

  A proposal to add 3.5 million shares to the 2020 Stock Incentive Plan, increasing the total reserve to 7 million shares. The company states it needs the additional shares to retain and attract talent, as only 2.39 million shares remained available.

auto_awesomeAnalysis · NMAD · Life Sciences

This definitive proxy finalizes the stockholder vote on the issuance of 50.4 million shares to NOMAD Transportable Power Systems shareholders, a move that would hand them roughly 64% ownership of the combined company. The vote is a critical step in completing the reverse merger that transformed the former Lixte Biotechnology into an energy storage company. If approved, the conversion of Series D Preferred Stock will massively dilute existing holders but also simplify the capital structure. Failure to approve triggers a 7% cumulative dividend on the preferred shares, adding financial pressure. The proxy also seeks approval to expand the stock incentive plan by 3.5 million shares and elect two NOMAD-designated directors, cementing the target's control.