1. Organization and Basis of Presentation

Effective July 3, 2026, Lixte Biotechnology Holdings, Inc. (the “Company”) changed its legal name to Nomad Power Solutions, Inc. Unless otherwise indicated, references herein to the “Company” refer to Nomad Power Solutions, Inc. (formerly Lixte Biotechnology Holdings, Inc.).

The unaudited condensed consolidated financial statements as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025, of Nomad Power Solutions, Inc. (formerly Lixte Biotechnology Holdings, Inc., a Delaware corporation) include the accounts of Lixte Biotechnology, Inc. (a wholly-owned Delaware corporation) and Liora Technologies Europe Ltd. (“Liora”, an 80%-owned corporation organized under the laws of England and Wales) (collectively, the “Company”). All intercompany balances and transactions have been eliminated in consolidation. The 20% of Liora not owned by the Company is presented as a non-controlling interest in the accompanying condensed consolidated financial statements.

The condensed consolidated financial statements and related notes have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the financial statements and other information included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC.

In the opinion of management of the Company, all adjustments, including normal recurring accruals, have been made that are necessary to present fairly the financial position of the Company as of June 30, 2026, and the results of its operations for the three and six months ended June 30, 2026 and 2025, and its cash flows for the six months ended June 30, 2026 and 2025. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full fiscal year. The condensed consolidated balance sheet at December 31, 2025 has been derived from the Company’s audited consolidated financial statements at such date.

Business

During the quarter ended June 30, 2026, the Company announced a strategic transformation to expand beyond its biopharmaceutical and proton-therapy operations into AI energy infrastructure equipment and services. On June 12, 2026, the Company entered into a definitive merger agreement to acquire NOMAD Transportable Power Systems, Inc. (“NOMAD”), a provider of deployable, utility-grade battery energy storage systems (“BESS”). Upon closing of the acquisition on July 1, 2026, the Company was renamed Nomad Power Solutions, Inc. effective July 3, 2026, and began trading on the Nasdaq Stock Market under a new ticker symbol on July 6, 2026 (see Note 11).

The Company’s clinical-stage biopharmaceutical and proton cancer therapy operations focus on identifying new targets for cancer drug development and developing and commercializing cancer therapies. The Company’s drug product pipeline is primarily focused on inhibitors of protein phosphatase 2A, which is used to enhance cytotoxic agents, radiation, immune checkpoint blockers and other cancer therapies. The Company believes that inhibitors of protein phosphatases have significant therapeutic potential for a broad range of cancers. The Company is focusing on the clinical development of a specific protein phosphatase inhibitor, referred to as LB-100, which has been shown to have clinical anti-cancer activity.

The Company is the majority shareholder of Liora Technologies Europe Ltd., which is pioneering the development of electronically controlled proton therapy systems for treating tumors in various types of cancers. Liora’s proprietary technology, known as LiGHT System (Linac for Image Guided Hadron Therapy), has significant advantages over currently available technologies for treating tumors with proton therapy. Liora is an excellent complement to the pharmaceutical side of the Company’s business and its ongoing clinical trials with LB-100.

The Company’s activities are subject to significant risks and uncertainties, including the need for additional capital. The Company has not yet commenced any revenue-generating operations, does not have positive cash flows from operations, relies on stock-based compensation for a substantial portion of employee and consultant compensation, and is dependent on periodic infusions of equity capital to fund its operating requirements.

Going Concern

For the six months ended June 30, 2026, the Company incurred a net loss of $4,331,947 and used cash in operations of $3,443,224. As of June 30, 2026, the Company had cash of $12,670,143 available to fund its operations. The Company has not generated recurring revenues since inception and has incurred negative operating cash flows as it advances its development programs.

The Company is engaged in early-stage clinical trials for its lead product candidate, LB-100. These activities require substantial research, development, regulatory, and clinical expenditures, and the Company does not expect to generate sustainable operating revenues for several years, if ever. At June 30, 2026, the Company’s remaining contractual commitments pursuant to clinical trial agreements and clinical trial monitoring agreements aggregated approximately $170,520, which are expected to be incurred through December 31, 2027. In addition, the Company expects to incur approximately $2 million over the next 24 months to recommission and update the LiGHT system equipment. Liora currently has no revenues, and the Company will require additional capital to fund these activities. 

On June 4, 2026, the Company closed a registered direct offering for aggregate gross proceeds of approximately $16,566,027 before deducting offering expenses (see Note 6). On June 16, 2026, the Company advanced $6,500,000 to NOMAD under a secured promissory note in connection with the pending acquisition (see Notes 10 and 11). The merger agreement with NOMAD required the Company to have at least $16,500,000 in unrestricted cash at the closing of the acquisition.

As a result of the foregoing, management has concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern for a period of at least 12 months beyond the date these condensed consolidated financial statements are issued. In addition, the Company’s independent registered public accounting firm, in their audit report on the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, included an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.

Management is actively evaluating and pursuing additional financing alternatives, including equity and debt financings and potential strategic transactions. However, there can be no assurance that additional funding will be available on acceptable terms, in sufficient amounts, or at all. If the Company is unable to obtain the necessary funding, it may be required to delay, scale back, or eliminate its clinical development programs; curtail expenditures related to the LiGHT system; or pursue strategic alternatives, including potential asset sales or the cessation of operations.