NOMAD POWER SOLUTIONS, INC.

S-11 forms-1.htm

As filed with the Securities and Exchange Commission on June 17, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

680 East Colorado Boulevard, Suite 180

Pasadena, CA 91101

(631) 830-7092

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Bastiaan van der Baan

Chief Executive Officer

680 East Colorado Boulevard, Suite 180

Pasadena, CA 91101

(631) 830-7092

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the SEC is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, dated June 17, 2025

PRELIMINARY PROSPECTUS

5,263,158 Shares of Common Stock, and/or up to

5,263,158 Pre-Funded Warrants to purchase 5,263,158 Shares of Common Stock

(and 5,263,158 shares of Common Stock underlying the Pre-Funded Warrants)

LIXTE BIOTECHNOLOGY HOLDINGS, INC.

This is a firm commitment public offering of 5,263,158 shares of common stock (“Common Stock”) at an assumed public offering price of $1.14 per share of Common Stock, which is the last reported sales price of our Common Stock on the Nasdaq Capital Market on June 13, 2025.

The public offering price per share of Common Stock will be determined between us and the underwriter based on market conditions at the time of pricing, and may be at a discount to the then current market price of our common stock. Therefore, the recent market price of our common stock referenced throughout this preliminary prospectus may not be indicative of the final offering price per share of Common Stock.

Our common stock is listed on the Nasdaq Capital Market under the symbol “LIXT”. The closing price of our common stock on the Nasdaq Capital Market on June 13, 2025 was $1.14 per share.

We are also offering to investors in shares of Common Stock that would otherwise result in the investor’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock immediately following the consummation of this offering the opportunity to purchase pre-funded warrants (“Pre-Funded Warrants”) in lieu of Common Stock. Each Pre-Funded Warrant consists of one pre-funded warrant (“Pre-Funded Warrant”) to purchase one share of our common stock. The purchase price of each Pre-Funded Warrant is $1.13999 (which is equal to the assumed public offering price per share of Common Stock of $1.14 minus $0.00001). Subject to limited exceptions, a holder of Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 9.99%) of the common stock outstanding immediately after giving effect to such exercise. The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant purchased, the number of shares of Common Stock will be decreased on a one-for-one basis. The Pre-Funded Warrants have no stand-alone rights and will not be certificated or issued as stand-alone securities.

We have engaged Spartan Capital Securities, LLC to act as our exclusive underwriter in connection with this offering, hereinafter referred to as the “underwriter” or “Spartan”.

There is no established trading market for the Pre-Funded Warrants and we do not expect an active trading market to develop. We do not intend to list the Pre-Funded Warrants on any securities exchange or other trading market. Without an active trading market, the liquidity of these securities will be limited.

Investing in our securities is speculative and involves a high degree of risk. You should carefully consider the risk factors beginning on page 16 of this prospectus before purchasing our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted the underwriter a 45-day option to purchase up to an additional 789,474 shares of Common Stock, representing 15% of the shares of Common Stock sold in the offering, at an assumed public offering price of $1.14 per share of Common Stock.

The underwriter is expected to deliver the Common Stock (and Pre-Funded Warrants, if any) on or about June __, 2025, subject to the satisfaction of customary closing conditions.

Sole Underwriter

Spartan Capital Securities, LLC

The date of this prospectus is June 17, 2025.

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