NOMAD issues a $6.57 million secured note with a 9% rate

NOMAD Power Solutions, Inc. (Nasdaq: NMAD) entered into a note purchase agreement on September 28, 2026 with an accredited investor. The company disclosed the transaction in a Form 8-K dated September 30, 2026, under Item 1.01 for the material agreement and Item 3.02 for the unregistered sale of securities. The 8-K says the agreement covers a private placement and not a public offering. The company agreed to issue and sell a secured promissory note in a private placement, with an aggregate principal amount of $6.57 million. The note produces aggregate gross proceeds of $6.0 million.

The note terms

The note carries an original issue discount of $540,000. The company also agreed to pay $30,000 to cover fees and expenses. The maturity date is 12 months from the purchase price date, as the note defines that term. The note bears interest at 9% a year until it is paid in full.

Starting on the six-month anniversary of the purchase price date, the investor may redeem up to $800,000 per calendar month. The investor sets the timing in its sole and absolute discretion, by written notice to the company. The company has two trading days to pay the redemption amount in cash. That makes this expensive, short money: the company takes in $6.0 million against a $6.57 million principal, pays 9%, and could face cash redemptions of up to $800,000 a month while still losing money.

Security and guarantees

The company and the investor entered a security agreement. The investor receives a security interest in the collateral, which the filing says includes all equity interests of the company, all goods and equipment the company owns, all accounts receivable, contract rights, and all other assets and personal property.

The company, its wholly owned subsidiary Lixte Biotechnolgy, Inc., and its wholly owned subsidiary Liora Technologies Europe Ltd. signed a guaranty agreement for the benefit of the investor. Under that agreement, the guarantors guarantee the company's indebtedness, liabilities and obligations to the investor. The filing refers to these three parties together as the guarantors. With a lien on all assets and on the equity interests of the company, a missed payment would put the whole business, not one asset, at risk.

Lenders, advisers and placement

The filing identifies the investor only as an accredited investor and does not name it. The filing names no placement agent, underwriter, financial adviser or legal counsel for the transaction.

The note was issued under Section 4(a)(2) of the Securities Act and Regulation D, and the filing says the offering did not involve a public offering. The investor acquired the note for investment purposes and not with a view toward distribution. Geordan Pursglove, the company's president and chief executive officer, signed the filing.

Financial position

The annual report on Form 10-K for 2025, filed March 31, 2026, reports research and development expense of $254,919 for 2025 and $726,232 for 2024. The company reported a net loss of $6.1 million for 2025 and $3.6 million for 2024. Cash used in operations was $3.1 million in 2025 and $3.2 million in 2024. The net loss widened in 2025 from the year before. The filing does not give a cash balance after the note proceeds, and it does not state how the company will use them, so the filing does not show how the company expects to repay about $6.57 million within 12 months.

What comes next

The filing lists the note as Exhibit 4.1, the purchase agreement as Exhibit 10.1, the security agreement as Exhibit 10.2 and the guaranty as Exhibit 10.3. It says its description of those documents does not purport to be complete and is qualified in its entirety by the full text of each one. Under the note, the redemption right is the investor's option and begins six months after the purchase price date.

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