Nomad Power Solutions, Inc. entered into a Note Purchase Agreement on September 28, 2026, with an Accredited Investor to issue a secured promissory note.

Under the terms of the agreement, the Company agreed to sell a Note with an aggregate principal amount of $6.57 million. The Company received gross proceeds of $6.0 million for the issuance. The Note carries an original issue discount of $540,000 and includes a fee and expense payment of $30,000.

The maturity date for the Note is set for 12 months from the Purchase Price Date. The instrument carries an interest rate of nine percent (9%) per year until the Note is paid in full. The Investor has the right to redeem up to $800,000 per calendar month, beginning on the 6-month anniversary of the Purchase Price Date, provided the Company is given two trading days' notice to pay the redemption amount in cash.

The transaction is secured by a Security Agreement that grants the Investor a security interest in the Company's collateral. This collateral includes all equity interests, goods and equipment, accounts receivable, contract rights, and other assets of the Company.

Additionally, the Company and its wholly-owned subsidiaries, Lixte Biotechnology, Inc. and Liora Technologies Europe Ltd., entered into a Guaranty Agreement. Under this agreement, the subsidiaries guarantee the indebtedness, liabilities, and obligations of the Company to the Investor.

The issuance of the Note was made pursuant to exemptions from the registration requirements of the Securities Act of 1933, specifically Section 4(a)(2) and/or Regulation D, as the offering did not involve a public offering of securities.