NOMAD POWER SOLUTIONS, INC.
For the period ended Jul 27, 2026. Filed Jul 27, 2026.
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Jul 27, 2026 · Filed Jul 27, 2026
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DEF 14A 1 formdef14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Nomad Power Solutions, Inc.
July 27, 2026
Dear Stockholder:
You are cordially invited to attend the Special Meeting of stockholders (the “Special Meeting”) of Nomad Power Solutions, Inc. to be virtually held at 1 p.m., Eastern Time, on September 4, 2026.
Your vote is very important, regardless of the number of shares of our voting securities that you own. Whether or not you expect to be present at the Special Meeting, please vote as promptly as possible to ensure your representation and the presence of a quorum at the Special Meeting. As an alternative to voting during the Special Meeting, you may vote via the Internet, by telephone, or by signing, dating and returning the proxy card. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the online-only meeting and vote. Failure to do so may result in your shares not being eligible to be voted by proxy at the meeting.
On behalf of the Board of Directors, I urge you to submit your vote as soon as possible, even if you currently plan to attend the online-only meeting.
Thank you for your support of our company. I look forward to seeing you at the Special Meeting.
Sincerely,
/s/ Geordan Pursglove
Geordan Pursglove
Chairman of the Board & Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 4, 2026, BY MEANS OF A LIVE VIRTUAL-ONLY ONLINE WEBCAST
Our official Notice of Special Meeting of Stockholders, Proxy Statement and Form of Proxy Card are available at:
www.proxyvote.com
(631) 830-7092
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held September 4, 2026
The Special Meeting of stockholders (the “Special Meeting”) of Nomad Power Solutions, Inc., a Delaware corporation (the “Company”), will be held on September 4, 2026, at 1 p.m. Eastern Time by means of a live virtual-only online webcast at www.virtualshareholdermeeting.com/NMAD2026SM. We will consider and act on the following items of business at the Special Meeting:
| (1) | A proposal to approve, for purposes of complying with Nasdaq Listing Rules 5635(a) and 5635(b), the issuance of 50,366,070 shares of our common stock, par value $0.0001 per share (the “Common Stock”) underlying Series D Convertible Stock to be issued, excess of 19.99% of the Company’s outstanding Common Stock or voting power outstanding immediately prior to such issuance (the “Exchange Cap”), to NOMAD shareholders, pursuant to the Merger Agreement, by and among the Company, 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 “Series D Convertible Preferred Proposal”) (Proposal 1); |
| (2) | A proposal to approve an amendment to the Company’s 2020 Stock Incentive Plan to increase the number of authorized shares of common stock reserved for issuance by 3,500,000 shares upon approval of Proposal 1 (the “Plan Amendment Proposal”) (Proposal 2); |
| (3) | A proposal to elect two directors, Chris McKay and Joaquin Aguerre to the Company’s board of directors (the “Board”). The director nominees will be elected at the Special Meeting to serve until the next annual meeting of stockholders or until their successors are elected and qualify. Our Charter and Bylaws authorize the Board to set the number of positions on the Board from time to time. Vacancies on the Board, including vacancies resulting from an increase in the number of positions, may be filled by the Board for a term ending with the next annual meeting of stockholders and when a successor is duly elected and qualifies. Provided that a quorum is present at the Special Meeting, a nominee will be elected if the nominee receives a plurality the total votes cast on his or her election1 (that is, the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee) (the “Director Proposal”) (Proposal 3); |
| (4) | Such other business as may arise and that may properly be conducted at the Special Meeting or any adjournment or postponement thereof. |
Stockholders are referred to the proxy statement accompanying this notice (the “Proxy Statement”) for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration,the Board of Directors recommends a vote“FOR”the Series D Convertible Preferred Proposal (Proposal 1),“FOR”the approval of the Plan Amendment Proposal (Proposal 2), and“FOR”the approval of the Director Proposal (Proposal 3).
The Board has fixed the close of business on July 6, 2026, as the record date (the “Record Date”) for the Special Meeting. Only holders of record of shares of our Common Stock on the Record Date are entitled to receive notice of the Special Meeting and to vote at the Special Meeting or at any postponement(s) or adjournment(s) of the Special Meeting. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at the office of the Company during regular business hours for the ten (10) calendar days prior to the Special Meeting.
YOUR VOTE AND PARTICIPATION IN THE COMPANY’S AFFAIRS ARE IMPORTANT.
If your shares are registered in your name. If you wish to attend the online-only Special Meeting or any postponement or adjournment of the Special Meeting, we request that you vote by telephone, over the Internet, or complete, date, sign and mail the enclosed form of proxy in accordance with the instructions set out in the proxy card and in the Proxy Statement to ensure that your shares will be represented at the Special Meeting and go to www.proxyvote.com, enter the control number you received on your proxy card or notice of the meeting and follow the instructions.
If your shares are held in the name of a broker, trust, bank or other nominee. Beneficial stockholders who wish to attend the online-only virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and request your control number. Beneficial shareholders who have a valid control number will be allowed to register to attend and participate in the online-only meeting at www.virtualshareholdermeeting.com/NMAD2026SM.
By Order of the Board,
/s/ Geordan Pursglove
Geordan Pursglove
Chairman of the Board and Chief Executive Officer
July 27, 2026
You are cordially invited to attend the virtual-only Special Meeting via the Internet by means of a live webcast. Whether or not you expect to participate in the virtual-only Special Meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these proxy materials, as promptly as possible in order to ensure your representation at the virtual-only Special Meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still participate and vote at the virtual-only Special Meeting by visiting www.proxyvote.com and using your control number assigned to you on your enclosed proxy card. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. To register and receive access to the virtual meeting, registered stockholders and beneficial stockholders will need to follow the instructions applicable to them provided in the enclosed Proxy Statement. We hope that you will be able to participate. Your feedback and your vote are very important to us.
TABLE OF CONTENTS
| Page | |
|---|---|
| ABOUT THE SPECIAL MEETING | 1 |
| INFORMATION CONTAINED IN THIS PROXY STATEMENT | 5 |
| PROPOSAL 1: SERIES D CONVERTIBLE PREFERRED PROPOSAL | 6 |
| PROPOSAL 2: PLAN AMENDMENT PROPOSAL | 12 |
| PROPOSAL 3: DIRECTOR PROPOSAL | 16 |
| INCORPORATION BY REFERENCE | 20 |
| Form of Proxy Card | |
(631) 830-7092
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
To Be Held September 4, 2026
Unless the context otherwise requires, references in this proxy statement (the “Proxy Statement”) to “we,” “us,” “our,” or “the Company,” refer to Nomad Power Solutions, Inc., a Delaware corporation, and its consolidated subsidiaries as a whole. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our voting securities, which consist of our common stock, par value $0.0001 per share (the “Common Stock”) entitled to vote at the Special Meeting of stockholders of the Company (the “Special Meeting”).
The accompanying proxy is solicited by the Board of Directors (the “Board”) on behalf of the Company to be voted at the Special Meeting to be held on September 4, 2026, at the time and place and for the purposes set forth in the accompanying Notice of Special Meeting of Stockholders (the “Notice”) and at any adjournment(s) or postponement(s) of the Special Meeting. This Proxy Statement and accompanying form of proxy are dated July 27, 2026, and are expected to be first sent or given to stockholders on or about July 28, 2026.
The executive offices of the Company are located at, and the mailing address of the Company is 433 Plaza Real, Suite 275, Boca Raton, Florida 33432.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 4, 2026:
We are making this Proxy Statement and the proxy card available to stockholders electronically via the Internet at the following website: www.proxyvote.com
On or about July 28, 2026, we began mailing printed copies of the proxy materials to stockholders who are eligible to vote at the Special Meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.