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Nexalin Technology, Inc. (NXL) entered into a Note Purchase Agreement with an institutional investor under which the investor purchased an unsecured promissory note with an original principal amount of $1,170,000. This includes a $150,000 original issue discount and $20,000 of reimbursed transaction expenses, resulting in $1,000,000 of gross proceeds to Nexalin.
The note matures six months after delivery of the purchase price, bears no interest unless a default occurs, and is prepayable at any time without penalty. Nexalin must make mandatory prepayments equal to the lesser of 20% of any new fundraising proceeds or the outstanding balance. The company may extend maturity twice by three months with investor consent, with the outstanding balance increasing by 7.5% at the start of each extension. Trigger events can increase the outstanding balance by 10% for Major Trigger Events and 5% for Minor Trigger Events, capped at 25%, and uncured trigger events lead to default, acceleration, and an 18% per annum default interest rate.
Nexalin Technology, Inc. (NXL) entered into a financing package with a single institutional investor. The company will sell 2,419,355 registered shares of common stock at $0.31 per share for expected gross proceeds of about $750,000, and issue Common Warrants to purchase up to 1,209,677 shares at an exercise price of $0.50 per share, exercisable immediately and expiring in one year.
Separately, Nexalin signed an Any Market Purchase Agreement with Alumni Capital LP for up to $15 million of additional common stock sales over a term ending no later than December 31, 2027, with purchase prices set at 92% of a three‑day VWAP or 97% of the prior‑day low, subject to caps including a 4.99%–9.99% beneficial ownership limitation and a Nasdaq Exchange Cap.
The investor receives a $300,000 commitment fee (2% of the $15 million facility), payable in cash, stock or pre‑funded warrants, increasing to 3% if Nexalin’s stock ceases to be listed on The Nasdaq Capital Market within 30 business days. Nexalin must file and obtain effectiveness of a resale registration statement for the AMPA‑related shares and warrants within specified deadlines or pay $175,000 in liquidated damages. Maxim Group LLC acts as non‑exclusive financial advisor for a $100,000 cash fee.
Nexalin Technology, Inc. (symbol NXL) is conducting a shelf takedown offering of 2,419,354 shares of common stock at $0.31 per share to a single accredited investor, for gross proceeds of $750,000. In a concurrent private placement, the investor will receive PIPE warrants to purchase up to 1,209,677 additional shares at an exercise price of $0.50 per share, exercisable immediately and expiring in one year, subject to a 9.99% beneficial ownership cap.
Net proceeds of about $657,000 are earmarked first for the HALO Clarity pivotal insomnia trial, then other regulatory and product development work, and finally general corporate purposes. Nexalin also entered into a committed equity facility (AMPA) allowing sales of up to $15,000,000 of common stock at discounts to market, subject to ownership caps, Nasdaq listing, and an effective resale registration statement.
The company is currently below Nasdaq’s minimum bid price and stockholders’ equity requirements and faces a delisting determination that will be addressed at a hearing on September 1, 2026. As of June 30, 2026, Nexalin reported a cash balance of about $1.0 million, stockholders’ equity of about $1.52 million, significant accumulated deficit, and disclosed substantial doubt about its ability to continue as a going concern. The company is also authorized to implement a 30-to-1 reverse stock split, which has not yet been effected.
Nexalin Technology, Inc. reported that Nasdaq’s Listing Qualifications Staff notified it that stockholders’ equity of $1,519,423 as of June 30, 2026 is below the $2,500,000 minimum required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1. The company also does not meet alternative standards under Rule 5550(b) and previously received a delisting notice for not complying with the minimum bid price requirement and the $5,000,000 initial stockholders’ equity standard. A Nasdaq Hearing Panel is scheduled to consider both deficiencies on September 1, 2026, where the company plans to present its compliance plan. The company notes there is no assurance of a favorable outcome and that delisting could materially reduce liquidity, pressure the market price of its common stock, and hinder capital-raising efforts.
Nexalin Technology, Inc. reported very limited revenue and larger losses for the quarter ended June 30, 2026 while advancing key clinical and product initiatives. Revenue was $12,161 for the quarter and $27,111 for the first six months of 2026, down sharply from the same periods in 2025, reflecting lower international equipment sales.
The company recorded a quarterly net loss of $2,239,170 and a six‑month net loss of $4,336,007. Cash used in operating activities was $3,514,616 for the first half of 2026, leaving cash and equivalents of $1,004,958 and working capital of about $377,000 at June 30, 2026. Management concluded there is substantial doubt about Nexalin’s ability to continue as a going concern over the next 12 months without additional financing.
During the period, Nexalin initiated an FDA‑cleared clinical trial of its Gen‑3 HALO device for insomnia and continued FDA interactions on its Gen‑2 SYNC system for Alzheimer’s and dementia. It also acquired PONM, Inc., recording about $712,870 of licensed software and intellectual property to support its Nexalin NeuroCare™ digital health platform. Nasdaq notified the company that it is out of compliance with the $1.00 minimum bid price requirement; a staff delisting determination has been issued and the company has requested a hearing while considering a shareholder‑authorized reverse stock split.
Nexalin Technology, Inc. held its annual stockholder meeting on August 11, 2026. Of 22,011,302 common shares outstanding as of July 6, 2026, 13,912,110 shares, or about 63.2%, were present, establishing a quorum. Stockholders elected five directors and approved the 2026 Equity Incentive Plan. They also approved amendments authorizing the board, in its discretion, to implement one or more reverse stock splits of the common stock, with ratios ranging from 1-for-2 to 1-for-100 and in the aggregate not more than 1-for-250. An amendment to authorize 10 million shares of preferred stock and an amendment to provide for Officer Exculpation did not receive sufficient support. Stockholders ratified the appointment of CBIZ CPAS P.C. as independent registered public accounting firm for the year ending December 31, 2026.
Nexalin Technology, Inc. entered into a Third Amendment to its Houston headquarters office lease with Nutex HQ LLC, extending the term for 65 complete calendar months commencing on March 1, 2026 and covering approximately 4,527 rentable square feet at 1776 Yorktown, Suite 500.
The amendment adds about 904 rentable square feet of expansion space to the existing 3,623 rentable square feet. Initial monthly base rent is approximately $5,435 for the existing premises before the expansion, then ranges from about $5,470 to $6,413 per month for the combined premises, subject to annual increases. Nexalin will receive a five-month base rent abatement after delivery of the expansion space, provided it complies with its obligations under the lease, and will pay its proportionate share of operating expenses and real property taxes. The company also has one option to extend the lease for an additional five-year period at the prevailing market rate.
On July 24, 2026, Nexalin Technology, Inc. received a Nasdaq Staff Determination letter stating that its common stock is scheduled for delisting from The Nasdaq Capital Market after the company failed to regain compliance with the $1.00 minimum bid price requirement within a 180-day period ending July 20, 2026.
Nasdaq also found the company ineligible for a second 180-day compliance period because it does not meet the $5,000,000 minimum stockholders' equity initial listing standard. The securities are slated to be suspended on August 4, 2026 and a Form 25-NSE filed, but Nexalin has timely requested a hearing before a Nasdaq Hearings Panel, which stays the suspension pending a decision. The company states there can be no assurance the Panel will grant continued listing or that it will regain compliance with Nasdaq requirements.
Nexalin Technology, Inc. has called a virtual annual meeting of stockholders on August 11, 2026 at 10:00 a.m. Eastern, with a record date of July 6, 2026, when 22,011,302 shares of common stock were outstanding. Stockholders will vote on electing five directors, approving the 2026 Equity Incentive Plan, a series of reverse stock splits ranging from 1-for-2 to 1-for-100 and in the aggregate not more than 1-for-250, authorizing 10 million shares of preferred stock, adding officer exculpation to the charter, and ratifying CBIZ CPAs P.C. as auditor for 2026.
The proposed 2026 Equity Incentive Plan would replace the 2023 plan and authorize 7,000,000 shares for equity awards, versus 761,405 shares remaining under the existing plan. Nexalin discloses that current fully diluted overhang is about 18% and would rise to about 34% if the 7,000,000 new plan shares are approved. The proxy also details board and committee structure, executive and director compensation, significant option grants contingent on plan approval, and related-party arrangements including a Hong Kong joint venture and a consulting agreement with U.S. Asian Consulting Group, LLC.