Form 8-K/A

8-K/A — NOMAD POWER SOLUTIONS, INC.

Accession: 0001493152-26-043120

Filed: 2026-09-17

Period: 2026-07-01

CIK: 0001335105

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-23.1 (ex23-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

EX-99.4 (ex99-4.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No.1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 1, 2026

NOMAD

POWER SOLUTIONS, INC.

(Exact

name of registrant as specified in its charter)

delaware

001-39717

20-2903526

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

Number)

433

Plaza Real, Suite 275

Boca

Raton, Florida 33432

(Address

of principal executive offices)

(631)

830-7092

(Registrant’s

telephone number, including area code)

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):

☐

Written

communications pursuant to Rule 425 under the Securities Act of 1933 (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(e) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.0001 per share

NMAD

The

NASDAQ Stock Market, LLC

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).

Emerging

growth company ☐

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. ☐

EXPLANATORY

NOTE

July 2, 2026, Nomad Power Solutions, Inc. (f/k/a Lixte Biotechnology Holdings, Inc.), a Delaware corporation (the “Company”

or “we”), filed a Current Report on Form 8-K (the “Initial 8-K”) disclosing, amongst other things, the closing

of its previously announced merger agreement (the “Merger Agreement”) with Nomad Transportable Power Systems, Inc (“NOMAD”)

and NBD Merger Sub, Inc., (“Merger Sub”), pursuant to which Merger Sub merged with and into NOMAD, with NOMAD surviving as

a wholly-owned subsidiary of the Company.

The

Company is amending the Initial 8-K to include certain risk factors related to NOMAD’s business and consummation of the transactions

contemplated by the Merger Agreement (the “Risk Factors”), an overview of NOMAD’s business (the “Business Section”),

historical financial statements of NOMAD and the unaudited pro forma combined financial information giving effect to the Merger Agreement

as of July 2, 2026.

The

pro forma financial information included herein has been presented for informational purposes only. It does not purport to represent

the actual results of operations that we and NOMAD would have achieved had the companies been combined during the periods presented in

the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve.

The

Description of Business and Risk Factors are filed as Exhibit 99.4 to this Current Report on Form 8-K/A and are incorporated herein

by reference.

Item

9.01 Financial Statements and Exhibits

(a)

Financial Statements of Businesses or Funds Acquired.

The

audited financial statements of NOMAD for the years ended December 31, 2025 and 2024 are filed as Exhibit 99.1 to this Current

Report on Form 8-K/A and incorporated herein by reference. The unaudited financial statements of NOMAD for the six months ended June

30, 2026 and 2025 are filed as Exhibit 99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.

(b)

Pro Forma Financial Information.

The

unaudited pro forma condensed combined balance sheet as of June 30, 2026 and the unaudited pro forma condensed combined statement

of operations for the six months ended June 30 2026 and the year ending December 31, 2025 are filed with this Current

Report on Form 8-K/A as Exhibit 99.3 and incorporated herein by reference.

(d)

Exhibits. The following exhibits are filed herewith.

Exhibit

Number

Description

23.1

Consent of Weinberg & Company, P.A.

99.1

Audited Financial Statements of NOMAD for the years ended December 31, 2025 and 2024.

99.2

Unaudited Financial Statements of NOMAD for the six months ended June 30, 2026 and 2025.

99.3

Unaudited

Pro Forma Condensed Combined Balance Sheet as of June 30, 2026 and the Unaudited Pro Forma Condensed Combined Statement of Operations

for the six months ended June 30, 2026 and the year ended December 31, 2025.

99.4

Description of Business Section and Risk Factors

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:

September 17, 2026

NOMAD

POWER SOLUTIONS, INC.

(Registrant)

By:

/s/

Geordan Pursglove

Geordan

Pursglove

President

and Chief Executive Officer

EX-23.1

Filename: ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent of Independent Registered Public Accounting

Firm

We consent to the incorporation by reference in the

Registration Statements on Form S-1 (No. 333-282781), Form S-3 (No. 333-278874), and Form S-8 (Nos. 333-255407 and 333-268860) of Nomad

Power Solutions, Inc. of our report dated September 15, 2026, relating to the financial statements of Nomad Transportable Power

Systems, Inc. as of and for the years ended December 31, 2025 and 2024 (which report includes an explanatory paragraph relating to substantial

doubt about the Company’s ability to continue as a going concern), which is included in the Form 8-K/A of Nomad Power Solutions,

Inc. filed on September 17, 2026.

/s/ Weinberg & Company, P.A.

Los Angeles, California

September 17, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

FINANCIAL

STATEMENTS

December

31, 2025 and 2024

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

INDEX

TO FINANCIAL STATEMENTS

Financial

Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 572)

F-1

Financial Statements as of December 31, 2025 and December 31, 2024

Balance Sheets

F-2

Statements of Operations

F-3

Statements of Stockholders’ Deficit

F-4

Statements of Cash Flows

F-5

Notes to the Financial Statements

F-6

REPORT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Stockholders and Board of Directors of NOMAD Transportable Power Systems, Inc.

Opinion

on the Financial Statements

have audited the accompanying balance sheets of NOMAD Transportable Power Systems, Inc. (the “Company”) as of December 31,

2025 and 2024, the related statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related

notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and

its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Going

Concern

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note

1 to the financial statements, the Company has a history of reporting net losses and negative cash flows from operations. These factors

raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these

matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this

uncertainty.

Basis

for Opinion

These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s

financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits

provide a reasonable basis for our opinion.

have served as the Company’s auditor since 2026.

Weinberg

& Company, P.A.

September

15, 2026

Los

Angeles, CA

F-1

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

BALANCE

SHEETS

(Amounts

in thousands, except share amounts)

The

accompanying notes are an integral part of these financial statements.

F-2

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

STATEMENTS

OF OPERATIONS

(In

thousands, except share and per share amounts)

The

accompanying notes are an integral part of these financial statements.

F-3

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

STATEMENTS

OF CHANGES IN STOCKHOLDERS’ DEFICIT

For

the Years Ended December 31, 2025 and 2024

(Amounts

in thousands except share amounts)

The

accompanying notes are an integral part of these financial statements.

F-4

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

STATEMENTS

OF CASH FLOWS

For

the Years Ended December 31, 2025 and 2024

(Amounts

in thousands)

The

accompanying notes are an integral part of these financial statements.

F-5

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

NOTES

TO FINANCIAL STATEMENTS

For

the Years Ended December 31, 2025 and 2024

(In

thousands, except share and per share amounts)

ORGANIZATION AND BASIS OF PRESENTATION

NOMAD

Transportable Power Systems, Inc. (“NOMAD”, the “Company”) is a privately-held development-stage company incorporated

in the United States, with its head office located in Waterbury, Vermont. It also has an office in Boise, Idaho.

The

Company develops and sells utility-scale mobile energy storage systems focused on providing transportable solutions. It specializes in

plug-and-play battery storage systems integrated into specially designed mobile energy storage systems and docking systems, thereby helping

customers in multiple industry segments to access a flexible, reliable, and affordable way to incorporate storage for varying use cases.

Substantial

Doubt about the Company’s Ability to Continue as a Going Concern

The

accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance

with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Going

Concern, the Company’s management has evaluated whether there are conditions or events that raise substantial doubt about its

ability to continue as a going concern within one year after the date the accompanying financial statements were issued. For the year

ended December 31, 2025, the Company incurred a net loss of $8,401 and has a stockholders’ deficit of $11,748. As of December 31,

2025, the Company had $156 in cash available to fund its operations. The Company has a history of reporting net losses and negative operating

cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of

the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if

the Company is unable to continue as a going concern.

June 16, 2026, in connection with its merger with Lixte Biotechnology Holdings, Inc. (see Note 20), the Company received an advance of

$6,500 under a secured promissory note, the proceeds of which were used primarily to repay the Company’s existing bank loan. The

note bore interest at 15% per annum (not accruing until the merger closed or terminated), matured 30 days after issuance with automatic

30-day renewals while the merger remained pending, and was secured by a first-priority lien on substantially all of the Company’s

assets. The merger closed on July 1, 2026, at which point the $6,500 principal balance of the note was applied against the Company’s

post-closing working capital advance obligation to the Company (see Note 20), and the note was cancelled, and the remaining unfunded

commitment of $9,000 was paid to the Company.

The

Company’s ability to continue as a going concern depends on its ability to raise additional debt or equity capital to fund its

business activities and ultimately achieve sustainable operating revenues and profitability. The Company has financed its working capital

requirements through borrowings from various sources and the sale of its equity securities.

Because

market conditions create uncertainty about the Company’s ability to secure additional funds, there can be no assurance that the

Company will be able to secure additional financing on acceptable terms, as and when necessary to continue operations. If the Company

is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required

to scale back its business activities or to discontinue its operations entirely.

F-6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of Presentation

This

summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements

and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial

statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America

(“GAAP”).

Use

of Estimates

The

preparation of financial statements in accordance with GAAP requires the use of estimates and assumptions that affect the reported amounts

of assets and liabilities at the dates of the financial statements, and the reported amounts of revenues and expenses during the reporting

period. Significant areas requiring the use of management assumptions and estimates relate to stock-based compensation, including the

fair value of common stock and share purchase warrants, as further described below. Macroeconomic factors, including but not limited

to geopolitical issues between the U.S. and China, may create volatility, uncertainty, and economic disruption to the Company’s

supply chain. Management has considered the impact of macroeconomic factors on its estimates, where relevant, in the preparation of the

financial statements. Actual results could differ from these estimates and assumptions and could have a material effect on the Company’s

reported financial position and results of operations.

Revenue

Recognition

The

Company recognizes Sales of Product revenue in accordance with FASB ASC 606, Revenue from Contracts with Customers. Lease revenue

is recognized in accordance with FASB ASC 842, Leases.

The

Company generates revenue from the sale of its mobile energy storage systems and related products, including mobile battery energy storage

systems (“MBESS”), mobile transformer docking stations (“mobile docks”), and trailers for mounting and transportation

of the MBESS. Revenue is recognized when control of the related products is transferred to the customer, in an amount that reflects the

transaction price consideration that is expected to be received. Revenue associated with any unsatisfied performance obligation is deferred

until the performance obligation is satisfied, i.e., when control of the related products is transferred to the customer. In some cases,

the Company generates revenue from the short-term lease of its mobile energy storage systems. In these instances, revenue from the lease

is recognized on a straight-line basis over the term of the lease.

determine the proper revenue recognition method for contracts, the Company evaluates whether two or more contracts should be combined

and accounted for as one contract and whether a single contract should be accounted for as more than one performance obligation. ASC

606 defines a performance obligation as a contractual promise to transfer a distinct good or service to a customer. A contract’s

transaction price is allocated to each distinct performance obligation based on the relative standalone selling prices of the goods and

services promised in the contract and recognized when, or as, the performance obligation is satisfied. The Company’s evaluation

requires significant judgment, and the decision to combine a group of contracts or separate a contract into multiple performance obligations

could change the amount of revenue and profit recorded in a given period.

The

Company’s supply agreements and purchase orders may include multiple product deliverables, including MBESS, mobile docks, and trailers.

The Company evaluates each promised good or service to determine whether it represents a distinct performance obligation under ASC 606.

If a promised good or service is distinct, it is accounted for as a separate performance obligation. If the promised goods or services

are not separately identifiable from other promises in the contract and are not distinct within the context of the contract, they are

combined and accounted for as a single performance obligation.

The

Company also evaluates whether it is the principal or agent in arrangements involving products manufactured by third parties. The Company

is generally the principal when it controls the specified products before they are transferred to the customer. In making this determination,

the Company considers indicators of control, including whether it is primarily responsible for fulfilling the promise to provide the

specified products, whether it has inventory risk before the products are transferred to the customer, and whether it has discretion

in establishing the price for the products. Based on these considerations, the Company generally concludes that it controls the products

before transfer to the customer and is the principal in these arrangements. Accordingly, revenue is recognized on a gross basis for the

amount of consideration to which the Company expects to be entitled.

F-7

the Company’s contracts may include multiple product deliverables, the timing of revenue recognition depends on when control of

each related performance obligation transfers to the customer. Control is transferred when the customer has the ability to direct the

use of, and obtain substantially all of the remaining benefits from, the related products. The Company considers the contractual terms,

including applicable shipping Incoterms, customer acceptance provisions, transfer of ownership, and other relevant contract terms, in

determining when control transfers.

For

certain Ex-Works (“EXW”) arrangements, the customer may take ownership and control of products prior to physical shipment

from the Company’s facility. In these situations, the Company evaluates whether the customer has obtained control of the products

in accordance with ASC 606. When products have been specifically identified to the customer, are no longer available for use by the Company,

and the customer has accepted ownership and assumed the associated risks related to the products, control may transfer prior to physical

shipment. For EXW transactions where the customer obtains control at the Company’s facility, revenue is recognized when the customer

assumes ownership and control of the goods. For other EXW transactions where control has not transferred, revenue is recognized when

the applicable transfer criteria have been met.

For

Delivered Duties Paid (“DDP”) arrangements, revenue is recognized when the goods are delivered to the customer’s specified

destination and the Company has satisfied its remaining delivery obligations.

The

Company’s contracts give rise to several types of variable consideration, including contract modifications (change orders) and

other terms that can either increase or decrease the transaction price. The Company estimates variable consideration as the most likely

amount to which it expects to be entitled. The Company includes estimated amounts in the transaction price to the extent it believes

it has an enforceable right and it is probable that a significant reversal of cumulative revenue recognized will not occur. The estimates

of variable consideration and the determination as to whether to include estimated amounts in the transaction price are based largely

on an assessment of the Company’s anticipated performance and all information (historical, current, and forecasted) that is reasonably

available at the time. Change orders and incentives are evaluated to determine whether they represent separate performance obligations

or modifications to existing performance obligations. When change orders are not distinct from the existing contract due to the significant

integration services provided in the context of the contract, they are accounted for as a modification to the existing contract and performance

obligation. The effect of contract modification on the transaction price, and the Company’s measure of progress for the performance

obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis, when applicable. In some cases,

settlement of contract modifications may not occur until after completion of work under the contract.

The

Company generally provides limited assurance-type warranties for work performed under its contracts. Product and installation warranties

are provided by the equipment manufacturers and the Company within the context of each customer contract. In certain cases, the Company

may be liable for re-installation costs resulting from faulty hardware. The warranty periods typically extend for a limited duration

after control of the mobile energy storage system is transferred to the customer. Historically, assurance-type warranty claims have not

resulted in material costs being incurred.

Certain

contracts include extended service-type warranties. The Company offers extended warranties to customers for a period of up to ten years.

Such warranties are considered to be separate performance obligations to which the related consideration is appropriately allocated based

on the relative standalone selling price and recognized over the term of the warranty. There was no revenue related to extended warranties

during the years ended December 31, 2025 and 2024.

Certain

contracts include performance-type warranties. The Company offers performance warranties to customers for a period of up to ten years.

Such warranties are evaluated to determine whether they represent separate performance obligations under ASC 606. When such warranties

are considered to be separate performance obligations, the related consideration is appropriately allocated based on the relative standalone

selling price and recognized over the term of the warranty. Related to performance-type warranties during the years ended December 31,

2025 and 2024 was de minimis.

F-8

The

timing of revenue recognition, billings, and cash collections results in billed accounts receivable, unbilled revenue, deferred revenue,

and customer deposits. Amounts are billed in accordance with agreed-upon contractual terms. Generally, billings and customer deposits

occur prior to revenue recognition, resulting in contract liabilities presented in the balance sheet as deferred revenue and customer

deposits. Deferred revenue represents the unearned revenue on cash receipts for consideration the Company has received on contracts for

which the related performance obligation has not been satisfied. The Company expects deferred revenue at December 31, 2025 to be recognized

as the related performance obligations are satisfied in accordance with the terms of the underlying contracts.

Revenue

consisted of the following:

December 31, 2025

December 31, 2024

Sales of products

$ 9,153

$ 1,918

Lease revenue

104

321

Other revenue

107

$ 9,354

$ 2,346

Cost

of Revenues

Cost

of revenue consists primarily of costs of sold units and ancillary equipment, delivery and freight costs, expenses related to employee

trips to customer sites for training, on-site acceptance testing (“OSAT”), and service work on deployed units.

Accounts

Receivable

The

Company records trade accounts receivable at the amounts billed to customers and presents them on the balance sheet, net of any allowance

for estimated credit losses, if required. Management determines the allowance based on a variety of factors, including the age of the

receivables, current economic conditions, historical losses, and other information management obtains regarding customers’ financial

condition. The Company charges off receivables when they are deemed uncollectible. As of December 31, 2025 and 2024, the Company determined

that no allowance for credit losses was needed. Included in accounts receivable at December 31, 2025 and 2024, is an advance on taxes

owed on issuances of Restricted Stock Units (RSUs) from an officer of $34 and $39, respectively (see Note 4).

Inventories

consist of equipment on hand that is available for sale. Inventories are stated at the lower of cost or net realizable value, with cost

determined on a first-in, first-out basis. Adjustments, if required, reduce inventory to its net realizable value, reflecting estimated

excess, obsolescence, or impairment balances. Factors influencing these adjustments include changes in customer demand, rapid technological

changes, and merchant bankruptcy. As of December 31, 2025 and 2024, the Company recorded no reserve for slow-moving inventory.

The

Company regularly reviews the cost of inventories against their estimated net realizable value and records write-downs if any Work-in-Progress

or Finished inventories have costs in excess of their net realizable values. As of December 31, 2025 and 2024, the Company recorded write-downs

of $154 and $0, respectively.

Deposits

for Inventory

The

Company utilizes multiple vendors and manufacturers to produce its mobile energy storage systems. At times, prepayments are required

to begin production of critical elements in the systems. These prepayments are recorded as deposits for inventory and are moved to inventory

or work in progress when the Company takes possession of the items as applicable. Deposits for inventory are stated at cost. Based on

current demand for the Company’s mobile energy storage systems, these systems are expected to be sold at a profit once completed.

Property

and Equipment

Property

and equipment are stated at cost, which includes the acquisition price and any direct costs to bring the asset into use at its intended

location, less accumulated depreciation. Depreciation is computed using the straight-line method over the assets’ estimated useful

lives. The useful lives for depreciation purposes range from three to twenty years. The Company expenses repairs and maintenance charges

as incurred.

F-9

Upon

disposal of assets, the cost of the assets and the related accumulated depreciation are removed from the accounts, and gains or losses

are reflected in the accompanying statements of operations for the respective period.

Depreciation

and amortization are computed using the straight-line method over the estimated useful lives of the related assets. The Company provides

for depreciation, as follows:

Revenue

Generating Equipment

Revenue

generating equipment is comprised of mobile energy storage systems that are leased to customers on a short-term basis and are stated

at cost, which includes the acquisition price and any direct costs to bring the asset into use at its intended location, less accumulated

depreciation. Depreciation is computed using either the straight-line method over the assets’ estimated useful lives or the units-of-production

method based on the expected utilization and operating cycles of the assets’ battery systems. For assets depreciated using the

units-of-production method, depreciation is based on the actual utilization of the assets relative to the estimated total production

cycles of the battery systems. Based on an expected utilization of approximately 365 operating cycles per year over an estimated useful

life of 17 years, the battery systems are expected to operate for approximately 6,205 total operating cycles. The Company has determined

that 70.8% of Beginning-of-Life (“BOL”) capacity represents the estimated end-of-life threshold for the battery systems.

Repairs and maintenance charges are expensed as incurred.

Upon

disposal of assets, the cost of the assets and the related accumulated depreciation are removed from the accounts, and gains or losses

are reflected in the accompanying statements of operations for the respective period.

Intangible

Assets

Intangible

assets consist of patents. Patent costs are stated at cost and consist primarily of legal fees incurred to obtain the patents. Costs

associated with patents that are not yet available for their intended use are capitalized until the patents are issued and available

for their intended use. The Company does not capitalize research and development costs associated with the development of the underlying

technology unless specifically permitted under applicable GAAP.

Patents

are amortized on a straight-line basis over their estimated useful lives, beginning when the patents are issued and available for their

intended use. The estimated useful life of each patent is based on the period over which the Company expects to receive economic benefits

from the patent, subject to the legal life of the patent. The Company evaluates the useful lives and carrying amounts of its patents

for potential impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable.

During

the year ended December 31, 2025, two patents were completed and became available for their intended use. The remaining patents were

in process and had not yet become available for their intended use as of December 31, 2025.

Long-Lived

Assets

The

Company evaluates long-lived assets, other than goodwill and indefinite-lived intangible assets, for impairment whenever events or changes

in circumstances (“triggering events”) indicate that their net book value may not be recoverable. The measurement of possible

impairment is based upon the ability to recover the carrying value of the asset through the expected future undiscounted cash flows from

the use of the asset and its eventual disposition. An impairment loss, equal to the difference between the asset’s fair value and

its carrying value, is recognized when the estimated future undiscounted cash flows are less than its carrying amount. No impairment

indicators were identified as of December 31, 2025 and 2024.

F-10

Leases

The

Company leases certain corporate office space under lease agreements. The Company determines whether a contract contains a lease at contract

inception. A contract is a lease if it conveys the right to control the use of the identified asset for a period in exchange for consideration.

Control is determined based on the right to obtain all of the economic benefits from use of the identified asset and the right to direct

the use of the identified asset. Operating lease right-of-use assets (“ROU”) represent the right to use an underlying asset

for the lease term, and operating lease liabilities represent the obligation to make lease payments. Lease liabilities are recognized

at the present value of the future minimum lease payments over the lease term at the commencement date. Operating lease expense is recognized

on a straight-line basis over the lease term and is included in the sales, general and administrative expense in the statements of operations.

Income

Taxes

The

Company accounts for income taxes using the liability method. The liability method requires the recognition of deferred tax assets and

liabilities for the expected future tax consequences of (i) temporary differences between financial statement carrying amounts of assets

and liabilities and their basis for tax purposes and (ii) operating loss and tax credit carryforwards for tax purposes. The Company recognizes

deferred tax assets to the extent the assets are more likely than not to be realized. At December 31, 2025 and 2024, the Company recorded

a full valuation allowance to reduce deferred tax assets to zero.

The

Company adheres to the provisions of FASB ASC 740-10, Income Taxes, relating to accounting for uncertain tax positions. The Company

recognizes the tax benefit from uncertain tax positions only if it is more likely than not the tax positions will be sustained on examination

by the tax authorities, based on the technical merits of the position. The tax benefit is measured based on the largest benefit that

has a greater than 50% likelihood of being realized upon ultimate settlement. The Company recognizes interest and penalties related to

income tax matters in income tax expense. No income tax expense or interest and penalties related to income tax matters were recognized

for the years ended December 31, 2025 and 2024.

Loss

per Common Share

Basic

earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number

of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable

to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would

have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares

are excluded from the computation when their effect is antidilutive.

For

the years ended December 31, 2025 and 2024, the calculations of basic and diluted loss per share are the same because potential dilutive

securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following:

F-11

Advertising

Costs

Advertising

costs are expensed as incurred and are included in sales, general, and administrative expenses on the statement of operations. Total

advertising expense was approximately $176 and $662 for the years ended December 31, 2025 and 2024, respectively.

Research

and Development Costs

Research

and development costs are expensed as incurred and are included in research and development expenses on the statements of operations.

Costs mostly consist of engineering, testing fees, and related product costs. Total research and development expense was approximately

$1,461 and $1,262 for the years ended December 31, 2025 and 2024, respectively.

Stock-Based

Compensation

The

Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation, which establishes

the accounting treatment for transactions in which an entity exchanges its equity instruments for goods or services. Under the provisions

of ASC 718, the measurement of the value of employee services received in exchange for an award of an equity instrument is based on the

grant-date fair value of the award. Prior to issuance of the awards, the Company is not under any obligation to issue stock options or

restricted stock units (“RSUs”). The award vests over a specified period determined by the Company’s Board of Directors.

The measurement date of the grant is also the date of the award. The fair value of options is expensed ratably during the specified vesting

period.

The

Company accounts for stock-based payments to non-employees in accordance with FASB Accounting Standards Update (“ASU”) 2018-07—Compensation—Stock

Compensation (topic 718): improvements to nonemployee share-based payment accounting. Non-employee stock-based compensation is granted

at the Board of Director’s discretion to select individuals.

The

Company estimates the fair value of stock awards on the date of grant using a Black-Scholes valuation model, which requires management

to make certain assumptions that are complex, subjective, and generally require significant judgment to determine regarding: (i) the

expected volatility in the market price of the Company’s common stock; (ii) dividend yield; (iii) risk-free interest rates; and

(iv) the period of time employees are expected to hold the award prior to exercised (referred to as the expected holding period).

There

is no trading activity in the Company’s stock, therefore management uses its best estimate of future volatility based on reviewing

the average volatility of stock prices for similar publicly traded companies. The Company has not declared or paid dividends in the past

and does not currently expect to do so in the foreseeable future. The risk-free interest rate is based on the U.S. Treasury yield curve

in effect at the time of the grant for bonds with maturities ranging from one month to five years.

The

expected term represents the period that the stock options are expected to be outstanding. The expected term of options granted to employees

and non-employee directors is determined using the “simplified” method, as illustrated in ASC 718, as the Company does not

have sufficient exercise history to determine a better estimate of expected term. Under this approach, the expected term is based on

the midpoint between the vesting date and the end of the contractual term of the option. Forfeitures are recognized as they occur.

Stock

Granted to Employees and Non-Employees in Lieu of Cash Payments

The

Company periodically issues share-based awards to employees, non-employees, and consultants for services rendered. Stock options vest

and expire according to the terms established at the grant’s issuance date. Stock grants are measured at the grant date fair value.

Stock-based compensation cost is measured at fair value on the grant date and is generally recognized as an expense in the statement

of operations ratably over the requisite service period or vesting period. Recognition of compensation expense for non-employees occurs

in the same period and in the same manner as if the Company had paid cash for the services.

F-12

Parties

accordance with ASC 850, Related Party Disclosures, a party is considered to be related to the Company if the party directly or

indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties

also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and

its management, and other parties with which the Company may deal with if one party controls or can significantly influence the management

or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate

interests.

Fair

Value of Financial Instruments

Fair

value of financial and non-financial assets and liabilities is defined as an exit price, which is the price that would be received to

sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three-tier

hierarchy for inputs used to measure fair value, which prioritizes the inputs to valuation techniques used to measure fair value, is

as follows:

Level

1 – quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level

2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability,

either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level

3 – unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value.

financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant

to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment

and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The

carrying value of the Company’s financial instruments (consisting of cash, accounts receivables, inventory, deposit on inventory,

prepaid expense and other current assets, accounts payable, accrued liabilities, deferred revenue, customer deposits, and debt) are considered

to be representative of their respective fair values due to the short-term nature of those instruments.

Concentration

of Risk

Supply

Risk – The Company is dependent on its suppliers, some of which are single source suppliers, and the inability of these suppliers

to deliver necessary components of the Company’s products in a timely manner at prices, quality levels, and volumes acceptable

to the Company, or the Company’s inability to efficiently manage these components from these suppliers, could have a material adverse

effect on the Company’s business, prospects, financial conditions, and operating results.

Although

all of the Company’s contract manufacturers’ current manufacturing facilities are operational, and the Company continues

to increase output and add additional capacity and is working with each supplier on meeting, ramping, and sustaining production, the

ability to sustain this trajectory depends, among other things, on the readiness and solvency of suppliers amid macroeconomic factors.

Credit

Risk – At various times during the year, the amount of cash on deposit may exceed the insured limit by the U.S. Federal Deposit

Insurance Corporation, which potentially subjects the Company to credit risk. The Company maintains its cash at high-quality institutions.

Major

Customers – 99% of deferred revenue for the year ended December 31, 2025 was from five customers. 98% of deferred revenue for

the year ended December 31, 2024 was from four customers.

F-13

Segment

Information

The

Company’s Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”) and evaluates

performance and makes operating decisions regarding resource allocation based on financial data presented as a whole, as there are no

separate operating entities. Because our CODM evaluates financial performance on the Company as a whole, the Company has determined that

it operates as a single reportable segment, comprising the financial results of Nomad Transportable Power Systems, Inc.

Recent

Accounting Pronouncements

November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation

Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which includes amendments that require disclosure in the

notes to financial statements of specified information about certain costs and expenses, including purchases of inventory; employee compensation;

and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. The

amendments are effective for the Company’s annual periods beginning January 1, 2027, with early adoption permitted, and should

be applied either prospectively or retrospectively. The Company is evaluating this ASU to determine its impact on the Company’s

disclosures.

Other

recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants,

and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s

present or future financial statements.

INVENTORY

Inventory

by category consisted of the following:

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid

expenses and other current assets consisted of the following:

The

non-interest bearing loan to officer was fully repaid on August 21, 2026. Included in prepaid expenses and other current assets are advances

on taxes owed on issuances of RSUs from an officer of $34 and $39, respectively.

F-14

PROPERTY AND EQUIPMENT

Property

and equipment, net, consisted of the following:

Depreciation

expense totaled approximately $38 and $31 for the years ended December 31, 2025 and 2024, respectively.

REVENUE GENERATING EQUIPMENT

Revenue-generating

equipment, net, consisted of the following:

Revenue

generating depreciation expense totaled approximately $21 and $25 for the years ended December 31, 2025 and 2024, respectively.

During

the year ended December 31, 2024, the Company sold two revenue generating assets. Both assets were originally acquired in August 2023

for approximately $1,698. During 2024, the assets had additions of approximately $88 and during the sale of the units, six racks of batteries

were removed and returned to inventory with a total cost of approximately $110 (net of accumulated depreciation of approximately $2),

resulting in a carrying value of approximately $1,670 (net of accumulated depreciation of approximately $6 for the assets at the time

of sale). The assets were sold for total consideration of $1,572, resulting in a loss of approximately $97, which is included in the

accompanying statements of operations under “Loss on asset disposal.”

There

were no disposals of revenue generating equipment in 2025.

INTANGIBLE ASSETS

Intangible

assets consisted of the following (in thousands, except as noted):

During

the years ended December 31, 2025 and 2024, the Company capitalized costs of $71 and $36, respectively, pertaining to patents.

F-15

Identifiable

intangibles are amortized over their estimated remaining useful lives, which are as follows:

ACCRUED EXPENSES

Accrued

liabilities consisted of the following:

SEVERANCE LIABILITY

July 11, 2024, the Company entered into a Transition Agreement and General Release (the “Transition Agreement”) with former

CEO, Paul Coombs, in connection with the termination of his employment with the Company effective July 11, 2024. Pursuant to the Transition

Agreement, and in consideration for a general release of claims and Mr. Coombs’ compliance with certain continuing obligations,

the Company agreed to pay Mr. Coombs an aggregate of $1,012, less applicable deductions and withholdings, in equal installments over

a 24-month period in accordance with the Company’s regular payroll practices. Mr. Coombs also continued to receive Company benefits

through July 31, 2024. The Company may discontinue any remaining payments under the Transition Agreement in the event Mr. Coombs breaches

the agreement. In July 2025, the Company agreed with Mr. Coombs to make reduced payments under his severance agreement, depending on

available cash flow.

connection with the Transition Agreement, the Company and Mr. Coombs also entered into a Consulting Services Agreement pursuant to which

Mr. Coombs agreed to provide consulting, promotional and brand ambassador services to the Company. The consulting agreement commenced

on July 10, 2024 and continued through July 9, 2026. Under the consulting agreement, the Company paid Mr. Coombs a nominal monthly fee

for a minimum of five hours of consulting services per month whereby he served as an independent contractor and was generally responsible

for his own expenses unless the Company approved them in advance.

F-16

The

severance liability consists of the following:

For

the year ended December 31, 2025, the Company recognized $48 of expense associated with the Transition Agreement and $2 of consulting

expenses. As of December 31, 2025, $796 remained payable under the Transition Agreement, all of which was classified as a current liability.

10.

DEFERRED GRANT

2024, the Company received a cooperative agreement of approximately $9.5 million from the U.S. Department of Energy (“DOE”),

which is designated for the Vermont Long Duration Energy Storage Demonstration Project. The agreement funds are provided on a reimbursable

basis, meaning the Company incurs eligible expenses related to the project or program and submits them for reimbursement to the grantor.

For

the year ended December 31, 2024, the Company incurred costs totaling approximately $275 related to this project. Approximately $984

of the grant had been reimbursed to the Company, of which approximately $709 remained recorded as deferred grant revenue at December

31, 2024. The remaining balance of the grant is expected to be reimbursed once the corresponding eligible expenses are incurred and submitted

for approval.

For

the year ending December 31, 2025, the Company incurred costs totaling approximately $510 related to this project. Approximately $2,499

of the grant had been reimbursed to the Company. Of these costs, approximately $1,989 was allocated to GMP, a subrecipient of the project.

Approximately $709 remained recorded as deferred grant revenue at December 31, 2025.

The

remaining balance of the grant is expected to be reimbursed once the corresponding eligible expenses are incurred and submitted for approval.

The

cooperative agreement funds are recognized in the period in which eligible expenses are incurred and are recorded as an offset to the

related expenses. The application of the funds is based on the nature of the underlying eligible expenditures. Funds related to GMP activities

reduce the cash amount owed to the subrecipient for the purchase of units, while the remaining cooperative agreement funds are applied

as an offset to eligible research and development expenses.

The

Company is in compliance with the terms and conditions of the cooperative agreement, and management believes that all expenditures incurred

are in alignment with the objectives and guidelines set forth by the DOE.

F-17

11.

DEBT

Debt

consists of the following at December 31, 2025 and 2024:

Bay

Point Capital Partners II, LP

February 12, 2024, the Company entered into a financing arrangement with Bay Point Capital Partners II, LP (“Bay Point Loan”)

for $7,000. A portion of the proceeds, approximately $5,575, was paid directly to RE Royalties Ltd. (“RER”) to settle the

Company’s outstanding obligation to RER. The Company recorded a loss on debt extinguishment of $348 related to the unamortized

portion of the loan origination fee, which is included in other expenses in the accompanying statement of operations. The Company received

proceeds of $1,259, net of loan fees and expenses. The total proceeds from the Bay Point financing exceeded the amount used to settle

the RER obligation. The portion of the transaction related to the direct settlement of the RER obligation did not involve cash received

or disbursed by the Company and was therefore presented as a noncash financing activity in the accompanying statements of cash flows.

The

Bay Point Loan bears interest annually at 15%, and accrued interest is due monthly. $500 of principal is due on each of February 12,

2025, August 12, 2025, and February 12, 2026. The remaining principal is due on February 12, 2027. However, upon an issuance of indebtedness,

the outstanding balance of the loan is due upon receipt, and upon an issuance of Equity, a portion of the loan is due based on a percentage

of proceeds earned. The loan is secured by substantially all business assets.

Half

Brothers Capital Limited

February 12, 2024, the Company entered into a loan and security agreement with Half Brothers Capital Limited (the “HBCL Loan”).

The HBCL Loan bears interest annually at 15% and accrued interest is due monthly. All principal is due in May 2027. However, upon an

issuance of indebtedness the outstanding balance of the loan is due upon receipt and upon an issuance of Equity a portion of the loan

is due based on a percentage of proceeds earned. The loan is secured by substantially all business assets.

Northern

Horizon Investments Inc.

February 12, 2024, the Company entered into a loan and security agreement with Northern Horizon Investments, Inc. (the “NHI Loan”).

The NHI Loan bears interest annually at 15% and accrued interest is due monthly. All principal is due in May 2027. However, upon an issuance

of indebtedness the outstanding balance of the loan is due upon receipt and upon an issuance of Equity a portion of the loan is due based

on a percentage of proceeds earned. The loan is secured by substantially all business assets.

F-18

Mezzanine

Loans – Related Parties – In Default

During

2025, the Company received approximately $250 in short-term financing from related parties pursuant to mezzanine loan agreements. The

loans were issued to provide working capital for materials and production-related expenses and are generally unsecured.

The

Mezzanine loans generally bear interest at rates of 20% per annum and have short-term maturities. The loan agreements generally provide

for a minimum interest period and equity-based loan fees. Upon an event of default, including failure to repay amounts due within the

applicable period following maturity, the lender may, if permitted by applicable law, increase the interest rate to 30% per annum. The

agreements may also provide for additional equity-based fees upon default.

During

2025, the Company repaid approximately $102 of principal and paid approximately $16 of interest related to these loans. As of December

31, 2025, approximately $148 of principal remained outstanding and approximately $42 of accrued interest was payable. The Company also

incurred approximately $28 of loan origination fees related to these loans and $27 of penalties related to the default of the loans,

which were issuable through 55,000 common shares and are included in common stock payable to related parties.

The

loans were in default as of December 31, 2025 and were accruing interest at the applicable default rate of 30% per annum.

Mezzanine

Loans – Non-Related Parties – In Default

During

2025, the Company received approximately $250 in short-term financing from non-related parties pursuant to mezzanine loan agreements.

The loans were issued to provide working capital for materials and production-related expenses and are generally unsecured.

The

Mezzanine loans generally bear interest at rates of 20% per annum and have short-term maturities. The loan agreements generally provide

for a minimum interest period and equity-based loan fees. Upon an event of default, including failure to repay amounts due within the

applicable period following maturity, the lender may, if permitted by applicable law, increase the interest rate to 30% per annum. The

agreements may also provide for additional equity-based fees upon default.

During

2025, the Company repaid approximately $150 of principal and paid approximately $21 of interest related to these loans. The Company also

incurred approximately $28 of loan origination fees related to these loans and $27 of penalties related to the default of the loans,

$44 which were issuable through 44,000 common shares, which is included in common stock issuable, and $11 which were settled through

the issuance of 11,000 of common shares. As of December 31, 2025, approximately $100 of principal remained outstanding and approximately

$25 of accrued interest was payable.

The

loans were in default as of December 31, 2025 and were accruing interest at the applicable default rate of 30% per annum.

Other

Financing

December 24, 2025, the Company entered into an agreement pursuant to which the Company received $250 in exchange for a specified percentage

of the Company’s future receivables. The agreement provides for a total purchased amount of $338 to be remitted to the purchaser

from future receivables. The Company received net proceeds of approximately $242 after processing and application fees were applied.

Under

the agreement, the Company is required to remit a specified percentage of deposits into its designated bank account to satisfy the amount

purchased. The difference between the net proceeds received and the total contractual repayment amount, including applicable fees, is

accounted for as a discount and financing costs and is recognized as interest expense over the term of the financing using the effective

interest method.

of December 31, 2025, the Company had approximately $337 recorded as a short-term financing obligation related to this arrangement. Repayments

under the agreement commenced in January 2026.

F-19

Future

minimum payments are due as follows during the years ended December 31:

12.

LEASES

The

Company determines whether a contract is, or contains, a lease at inception. Right-of-use assets represent the Company’s right

to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease. Right-of-use assets and lease liabilities are recognized at lease commencement based upon the estimated present

value of unpaid lease payments over the lease term. Leases with an initial term of 12 months or less are not included on the balance

sheets.

During

2023, the Company entered into two new operating lease agreements for office space in Idaho and Vermont. The Idaho lease requires monthly

payments of approximately $2 beginning on January 1, 2024, and will escalate 3% annually until the end of the initial lease term on February

28, 2027. The Vermont lease requires monthly payments of approximately $6 beginning on January 1, 2024, and will escalate 2.5% annually

until the end of the initial lease term on December 31, 2028. During 2024, the Company entered into one new operating lease agreement

for additional office space in Vermont. The Vermont lease requires additional monthly payments of approximately $1 beginning on October

1, 2024, and will escalate 2.5% annually until the end of the initial lease term on December 31, 2028.

Operating

lease expense was approximately $128 and $111 for the years ended December 31, 2025 and 2024, respectively, which includes short-term

leases and variable lease costs, which are immaterial.

of December 31, 2025, the weighted-average remaining lease term was approximately 2.62 years, and the weighted-average discount rate

was 12.45%.

During

the year ended December 31, 2024, the Company made aggregate payments of $55 towards its operating lease liability. As of December 31,

2024, operating lease liabilities totaled $334, of which $111 was current. During the year ended December 31, 2025, the Company made

payments of $77 towards its operating lease liability. As of December 31, 2025, operating lease liabilities totaled $257, of which $112

was current.

Future

minimum lease payments under the leases are as follows (in thousands):

F-20

13.

COMMITMENT AND CONTINGENCIES

Legal

Proceedings

The

Company is subject to claims and assessments from time to time in the ordinary course of business. The Company will accrue a liability

for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range

of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate

than any other amount within the range, the minimum amount in the range is accrued. The Company was not party to any material legal proceedings

as of December 31, 2024.

December 2, 2025, Green Mountain Electric Supply, Inc. (“GMES”) filed a Civil Complaint against the Company for nonpayment

of outstanding invoices related to industrial products ordered and received by the Company. The Company does not dispute the $225 amount

owed to GMES, which is included in accounts payable, and has communicated the intention to settle the debt owed to GMES and have the

action filed against the Company dismissed. On August 13, 2026, GMES filed a Satisfaction of Judgment for dismissal of the action filed.

Royalty

Agreement

April 1, 2022, the Company entered into a royalty agreement with RER. Under the royalty agreement, the Company was required to pay RER

3.5% of the gross proceeds from the sale of the first six NOMAD units as well as any new units produced from the remaining gross proceeds

during the term of the note. The Company is subject to paying the royalty upon receipt of cash from the customer. The Company paid approximately

$0 and $44 in royalties to RER in accordance with the royalty agreement during the years ended December 31, 2025 and 2024, respectively.

Royalty expense is recognized as the related revenue is recognized and is included in selling, general, and administrative expenses in

the statements of operations. During the year ended December 31, 2025 and 2024, the Company recorded royalty expense of $324 and $91,

respectively. At December 31, 2025 and 2024, the Company had outstanding royalty payables due to RER of approximately $629 and $311,

respectively, and is a component of accounts payable on the accompanying balance sheet.

of December 31, 2025, the remaining royalty obligation under the royalty agreement was 14.9 MWh with an expected royalty expense of $228.

14.

STOCKHOLDERS’ EQUITY

2025, the Company issued 10,000 shares of common stock in exchange for financing fees of $11, or $1.10 per share. The Company also issued

304,609 shares of common stock as stock-based compensation, of which 250,000 shares were issued in connection with RSUs and 54,609 shares

were issued as employee bonuses. In addition, the Company agreed to issue 90,000 shares of common stock in exchange for financing fees.

These shares were unissued and recorded as common shares issuable as of December 31, 2025.

2024, the Company issued 364,606 shares of common stock for cash at an issue price of $3.00 per share. The Company also issued 363,167

shares of common stock for services with a fair value of $1,089, or $3.00 per share, and 124,931 shares of common stock as stock-based

compensation in lieu of cash for employee bonuses, of which 1,924 shares were returned to the Company for taxes. In addition, the Company

agreed to issue 7,500 shares of common stock for services received. These shares were unissued and recorded as common shares issuable

as of December 31, 2024.

15.

SHARE BASED COMPENSATION

2022

Equity Incentive Plan

The

2022 Equity Incentive Plan (the “Plan”) provides for the grant of options, restricted stock purchase rights, restricted stock

bonuses, restricted stock unit awards, or other stock-based awards to the Company’s directors, officers, employees, and consultants.

Pursuant to the Plan, the maximum number of shares issuable pursuant to the exercise of stock options shall not exceed 10% of the number

shares issued and outstanding.

F-21

Pursuant

to the Plan, in the event of a change in control of the Company, all outstanding awards will be subject to the definitive agreement entered

into by the Company in connection with the change in control or as otherwise determined by the Board. A change in control of the Company

constitutes an acceleration of vesting. The Plan also provides that the exercise price for stock options: (i) may not be less than 100%

of the fair market value of a share of common stock on the effective date of ‎grant of the option; and (ii) in the case of a grant

made to a stockholder holding at least 10% of the shares of the Company, may not be less than 110% of the fair market value of a share

of common stock on ‎the effective date of the grant of the option.‎

July 10, 2023, the Board of Directors of the Company approved an amendment of the Plan to increase the maximum numbers of shares issuable

pursuant to the exercise of stock options shall not exceed 15% of the number shares issued and outstanding.

Restricted

Stock Units

summary of the Company’s restricted stock unit (“RSU”) activity for the years ended December 31, 2025 and 2024 is presented

below:

The

granting of RSUs under the Plan entitles recipients to receive shares of the Company’s common stock upon satisfaction of the applicable

vesting conditions. Vesting conditions may include immediate vesting, a three-year time-based vesting schedule, an eighteen-month time-based

vesting schedule, or vesting upon liquidation.

The

liquidity event condition will be satisfied upon the first to occur of 1) the declaration that an Initial Public Offering (“IPO”)

is effective and 2) the time immediately prior to the consummation of a Change in Control. As of December 31, 2025, management has determined

that it cannot determine when, or if, a liquidity event will occur.

During

2024, the Company granted 1,049,931 RSUs with an aggregate fair value of $1,302 or $2.29 per share. 124,931 of the RSUs vested immediately,

625,000 RSUs vest upon a Liquidity Event as defined by the plan, 150,000 RSUs vest at a rate of 33% per year over 3 years, and 150,000

RSUs vest at a rate of 33% per 6 months over 18 months. In 2024, RSUs were issued with a value of approximately $155 in lieu of cash

bonuses.

During

2025, the Company granted 250,000 RSUs with an aggregate fair value of $310, or $1.24 per share. The RSUs vest as follows: 100,000 RSUs

vested immediately, and 150,000 RSUs vest upon a Liquidity Event as defined by the plan.

During

the years ended December 31, 2025 and 2024, the Company recognized stock-based compensation expense of $356 and $230, respectively, and

issued 250,000 and 124,931 shares of restricted stock based on the vesting terms of the grants, respectively. Of the 124,931 shares issued

for vesting of restricted stock units in 2024, 1,924 were relinquished back to the Company to cover employee taxes, for a net amount

of 123,007 shares of common stock. As of December 31, 2025, the unamortized stock compensation expense for restricted stock amounted

to $3,820, to be expensed upon vesting in future periods through February 2028.

F-22

Stock

Options

summary of the Company’s stock option activity for the years ended December 31, 2025 and 2024 is presented below:

During

the years ended December 31, 2025 and 2024, the Company recognized $59 and $105 of stock compensation expense relating to vested stock

options, respectively. As of December 31, 2025, the aggregate amount of unvested compensation related to stock options was approximately

$69, which will be recognized as an expense as the options vest in future periods through March 2028.

For

the year ended December 31, 2025, there were an aggregate of 22,500 options issued at an exercise price of $3.00 per share that expire

by March 3, 2030.

For

the year ended December 31, 2024, there were an aggregate of 190,000 options issued at an exercise price of $3.00 per share that expire

by December 2, 2029.

determining the fair value of stock options granted, the following assumptions were used in the Black-Scholes option pricing model:

Options

outstanding totaled 350,000 on December 31, 2025, of which 260,667 options are fully vested and exercisable. As of December 31, 2025,

the remaining weighted average term of the option grants was 1.88 years. As of December 31, 2025, the weighted average exercise price

of the option grants was $1.79 per share. During the year ended December 31, 2025, 115,000 options were cancelled.

Options

outstanding totaled 442,500 on December 31, 2024, of which 224,167 options are fully vested and exercisable. As of December 31, 2024,

the remaining weighted average term of the option grants was 3.16 years. As of December 31, 2024, the weighted average exercise price

of the option grants was $2.03 per share. During the year ended December 31, 2024, 125,000 options were cancelled.

F-23

The

exercise prices of common stock options outstanding and exercisable at December 31, 2025 are as follows:

Warrants

summary of the Company’s warrant activity for the years ended December 31, 2025 and 2024 is presented below:

During

the year ended December 31, 2025, the Company issued no warrants.

During

the year ended December 31, 2024, the Company issued 500,000 warrants in connection with the sale of common stock, which expire in February

2028, and 16,800 warrants in connection with the sale of common stock, which expire in February 2027. The Company also had 1,195,489

warrants with a weighted-average exercise price of $4.95 expire during the year ended December 31, 2024 in accordance with their terms.

The

warrants are transferable and exercisable separately from the underlying common stock and were accounted for as freestanding instruments.

The

exercise prices of warrants outstanding and exercisable at December 31, 2025 are as follows:

Exercise Prices

Warrants Outstanding (Shares)

Warrants Exercisable (Shares)

$ 3.00

516,800

16.

DEFINED CONTRIBUTION PLAN

The

Company has 401(k) savings plans that are intended to qualify as deferred salary arrangements under Section 401(k) of the Internal Revenue

Code. Under the 401(k) savings plans, participating employees may elect to contribute up to 100% of their eligible compensation, subject

to certain limitations. Participants are fully vested in their contributions. NOMAD matches up to 4% of each participating employee’s

eligible compensation in the NOMAD 401(k) Plan. During the years ended December 31, 2025 and 2024, the Company incurred approximately

$76 and $88, respectively, in employer matching contributions 401(k) plans.

F-24

17.

RELATED PARTY TRANSACTIONS

Offtake

Agreements

The

Company had signed an Offtake Agreement for batteries with KORE Power, Inc. (“KORE Power”) a stockholder of NOMAD, effective

January 31, 2022. Under the agreement, KORE Power was to supply batteries according to NOMAD’s production schedule. The purchase

of the batteries is facilitated through KORE Solutions, Inc. (“KORE Solutions”), a stockholder of NOMAD and wholly-owned

subsidiary of KORE Power, collectively (“KORE”).

The

Company signed a Master Supply Amendment with KORE Power, effective December 1, 2023, to amend and replace the Offtake Agreement previously

entered into between NOMAD and KORE Power. Under the agreement, KORE Power will supply batteries according to NOMAD’s production

schedule.

The

Company signed a Master Equipment Supply and EPC (Engineer/Procure/Construct) Agreement with KORE Solutions (formerly Northern Reliability,

Inc.), effective as of May 1, 2021 and amended effective April 11, 2022. The agreement is for the exclusive fabrication and supply of

mobile energy storage systems, inclusive of associated KORE Power batteries, power docking stations, and related services. The purchase

price for equipment and related services is KORE Solutions’ cost plus 25%.

The

Company also entered into a management services and lease agreement with KORE Power, effective January 1, 2022, amended effective March

3, 2023, and amended effective October 1, 2023. Under the terms of the agreement, NOMAD will pay KORE Power for certain management services

including accounting, secretarial, administration, marketing, and human resources, as well as the sub-lease of office space in Waterbury,

Vermont. The agreement also specifies that KORE Power will be reimbursed for all third-party expenses reasonably incurred by KORE Power

for the benefit of NOMAD in connection with the performance of these services. NOMAD will be invoiced by KORE Power monthly or quarterly,

at KORE Power’s discretion.

October 1, 2023, the agreement was amended and restated decreasing the payment to $15,000 per month. The term of the agreement was also

amended to continue in three-month periods until terminated by either party upon 30-days notice. During 2024, a portion of the agreement

was amended with an ending rate of $5,000 per month. During 2025, a portion of the agreement was amended with an ending rate of $3,000

per month.

December 31, 2025 and 2024, the Company had outstanding payables due to KORE of approximately $2,451 and $3,505, respectively.

December 31, 2025 and 2024, the Company had accrued expenses to KORE of approximately $939 and $0, respectively.

F-25

18.

INCOME TAXES

The

significant components of deferred tax assets and liabilities are as follows:

The

components of income tax expense (benefit) consist of the following:

The

effective tax rate differs from the statutory rate primarily as a result of certain permanent differences and the impact of certain state

income taxes by category were as follows:

F-26

December 31, 2025, the Company had net operating loss carryforwards as follows:

While

the U.S. Federal net operating loss carryforwards can be carried forward indefinitely, they are subject to annual 80% limitations under

the 2017 Tax Cuts and Jobs Act. These limitations were applicable starting in 2021 as discussed further below.

The

Company assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated

to permit use of the existing deferred tax assets, primarily the operating loss carryforwards. Due to the Company’s development

stage status and cumulative losses, the Company has recorded a full valuation allowance against its deferred tax assets as of December

31, 2025 and 2024.

The

Company files income tax returns in the U.S. federal jurisdiction, Arizona, California, Idaho, Texas, and Vermont. The Company does not

have any uncertain tax positions. As of December 31, 2025 and 2024, there was no accrued interest or penalties recorded in the financial

statements.

19.

SEGMENT INFORMATION

The

Company operates and manages its business as one reportable and operating segment concentrating on the sale of mobile energy storage

systems to our customers. The measure of segment assets is reported on the balance sheet as total assets. The Company derives revenue

primarily in the United States of America and manages its business activities on a company-wide basis.

The

Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, reviews financial information presented

on a company-wide basis and decides how to allocate resources based on net loss. Net loss is used for evaluating financial performance.

The monitoring of budgeted versus actual results is used in assessing the performance of the Company and in establishing management’s

compensation.

Significant

segment expenses include employee compensation, stock-based compensation, merchant fees, and consulting and outside provider costs. Other

operating expenses include all remaining costs necessary to operate our business and primarily include advertising, corporate compliance,

and overhead expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by our

CODM:

F-27

20.

SUBSEQUENT EVENTS

July 1, 2026, the Company closed a merger transaction with Lixte Biotechnology Holdings, Inc. (“Lixte”). As consideration

for the transaction, the Company received $16,500 in cash, funded in various tranches, and became a wholly owned subsidiary of Lixte.

Although

Lixte was the legal acquirer, NOMAD was determined to be the accounting acquirer for financial reporting purposes. Accordingly, the merger

will be accounted for as a reverse acquisition under ASC 805, Business Combinations, with NOMAD considered the accounting acquirer

and Lixte as the accounting acquiree.

Prior

to the closing of the merger, in June 2026, the Company received an advance of $6,500 from Lixte under a secured promissory note. The

proceeds were used primarily to repay the Company’s existing bank loan. The note bore interest at 15% per annum, did not accrue

interest until the merger closed or terminated, matured 30 days after issuance with automatic 30-day renewals while the merger remained

pending, and was secured by a first-priority lien on substantially all of the Company’s assets. Upon closing of the merger on July

1, 2026, the $6,500 principal balance was applied against the Company’s post-closing working capital advance obligation to the

Company (see Note 1), the note was cancelled, and the remaining unfunded commitment of $9,000 was paid to the Company.

July 2026, the Company repaid in full its loan balances to Half Brothers Capital Limited, Northern Horizon Investments Inc., all mezzanine

loans, and the future receivables financing. The aggregate amount paid was approximately $1,028.

Subsequent

to June 30, 2026, the Company received a non-interest-bearing loan of $115 from an officer to fund the purchase of key supply chain components.

August 13, 2026, Green Mountain Electric Supply, Inc. (GMES) filed a Satisfaction of Judgment for dismissal of the action filed on December

2, 2025 against the Company for nonpayment of outstanding invoices related to industrial products ordered and received by the Company

(see Note 13).

September 10, 2026, the Company entered into a binding agreement with Mr. Paul Coombs to modify the terms of his Transition Agreement.

Under the modified terms, the Company is obligated to pay Mr. Coombs $758,313 pursuant to the agreement, with the remaining consideration

to be paid in equal monthly payments of $10,000, subject to applicable deductions and withholdings, commencing September 10, 2026. The

monthly payments are subject to adjustment based on certain financing and cash balance conditions specified in the agreement. The Company

may prepay all or any portion of the unpaid remaining consideration at its sole discretion, without penalty.

F-28

EX-99.2

Filename: ex99-2.htm · Sequence: 4

Exhibit

99.2

UNAUDITED

CONDENSED

FINANCIAL STATEMENTS

June

30, 2026 and 2025

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

INDEX

TO FINANCIAL STATEMENTS

Financial

Statements

Balance Sheets as of June 30, 2026 (unaudited) and December 31, 2025

F-1

Statements of Operations for the six months ended June 30, 2026 (unaudited) and 2025 (unaudited)

F-2

Statements of Stockholders’ Deficit for the six months ended June 30, 2026 (unaudited) and 2025 (unaudited)

F-3

Statements of Cash Flows for the six months ended June 30, 2026 (unaudited) and 2025 (unaudited)

F-4

Notes to the Financial Statements (unaudited)

F-5

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

CONDENSED

BALANCE SHEETS

(Amounts

in thousands, except share amounts)

The

accompanying notes are an integral part of these financial statements.

F-1

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

CONDENSED

STATEMENTS OF OPERATIONS

(UNAUDITED)

(In

thousands, except share and per share amounts)

The

accompanying notes are an integral part of these financial statements.

F-2

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

CONDENSED

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

UNAUDITED

(Amounts

in thousands except share amounts)

For

the Six Months Ended June 30, 2026

For

the Six Months Ended June 30, 2025

The

accompanying notes are an integral part of these financial statements.

F-3

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

CONDENSED

STATEMENTS OF CASH FLOWS

UNAUDITED

(Amounts

in thousands)

The

accompanying notes are an integral part of these financial statements.

F-4

NOMAD

TRANSPORTABLE POWER SYSTEMS, INC.

NOTES

TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

For

the Six Months Ended June 30, 2026 and 2025

(In

thousands, except share and per share amounts)

ORGANIZATION AND BASIS OF PRESENTATION

NOMAD

Transportable Power Systems, Inc. (“NOMAD”, the “Company”) is a privately-held development-stage company incorporated

in the United States, with its head office located in Waterbury, Vermont. It also has an office in Boise, Idaho.

The

Company develops and sells utility-scale mobile energy storage systems focused on providing transportable solutions. It specializes in

plug-and-play battery storage systems integrated into specially designed mobile energy storage systems and docking systems, thereby helping

customers in multiple industry segments to access a flexible, reliable, and affordable way to incorporate storage for varying use cases.

The

accompanying unaudited condensed financial statements have been prepared in conformity with accounting principles generally accepted

in the United States of America (“GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange

Commission (“SEC”) for interim financial information. The unaudited condensed financial statements have been prepared on

the same basis as the Company’s annual financial statements for the year ended December 31, 2025, and, in the opinion of management,

reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented.

The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected

for the full fiscal year ending December 31, 2026. These unaudited condensed financial statements should be read in conjunction with

the Company’s audited financial statements and accompanying notes included in the Company’s Annual Report for the fiscal

year ended December 31, 2025, as filed with the SEC. The condensed balance sheet as of December 31, 2025 was derived from the audited

consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

Substantial

Doubt about the Company’s Ability to Continue as a Going Concern

The

accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. In accordance

with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-40, Going

Concern, the Company’s management has evaluated whether there are conditions or events that raise substantial doubt about its

ability to continue as a going concern within one year after the date the accompanying financial statements were issued. For the six

months ended June 30, 2026, the Company incurred a net loss of $153,631 and has a stockholders’ deficit of $158,756. As

of June 30, 2026, the Company had $170 in cash available to fund its operations. The Company has a history of reporting net losses and

negative operating cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern

within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might

be necessary if the Company is unable to continue as a going concern.

June 16, 2026, in connection with its merger with Lixte Biotechnology Holdings, Inc., the Company received an advance of $6,500 under

a secured promissory note, the proceeds of which were used primarily to repay the Company’s existing bank loan. The note bore interest

at 15% per annum (not accruing until the merger closed or terminated), matured 30 days after issuance with automatic 30-day renewals

while the merger remained pending, and was secured by a first-priority lien on substantially all of the Company’s assets (See Note

10). The merger closed on July 1, 2026, at which point the $6,500 principal balance of the note was applied against the Company’s

post-closing working capital advance obligation to the Company (see Note 17), and the note was cancelled, and the remaining unfunded

commitment of $9,000 was paid to the Company.

The

Company’s ability to continue as a going concern depends on its ability to raise additional debt or equity capital to fund its

business activities and ultimately achieve sustainable operating revenues and profitability. The Company has financed its working capital

requirements through borrowings from various sources and the sale of its equity securities.

F-5

Because

market conditions create uncertainty about the Company’s ability to secure additional funds, there can be no assurance that the

Company will be able to secure additional financing on acceptable terms, as and when necessary to continue operations. If the Company

is unable to obtain the cash resources necessary to satisfy the Company’s ongoing cash requirements, the Company could be required

to scale back its business activities or to discontinue its operations entirely.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of Presentation

This

summary of significant accounting policies is presented to assist in understanding the financial statements. The financial statements

and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These financial

statements and related notes are presented in accordance with GAAP.