Nexalin Technology, Inc. filings document a Nasdaq-listed medical technology issuer developing DIFS™ neurostimulation products for mental-health and neurological indications. Its Form 8-K reports cover material agreements for the HALO Clarity pivotal study, Regulation FD clinical-trial updates, Nasdaq listing-compliance notices, equity distribution and at-the-market offering arrangements, and executive employment and equity-compensation matters.
The filing record also documents the company’s common stock and prior warrant securities, including the expiration and delisting of warrants through a Form 25 process. Disclosures identify Nexalin as an emerging growth company and describe governance, capital-structure and corporate-status matters relevant to its public-company reporting.
Nexalin Technology, Inc. (NXL) seeks to register for resale up to 5,752,823 common shares, comprising up to 5,600,000 AMPA shares, 112,500 commitment shares and 40,323 warrant shares. Selling stockholders may sell at prevailing market or privately negotiated prices; Nexalin receives no proceeds from those resales. It may receive proceeds from AMPA purchases or cash warrant exercises, which it says would not fund planned operations.
Nexalin may direct up to $15,000,000 in AMPA purchases, subject to registration effectiveness, a 4.99% beneficial-ownership limit that the Investor may increase to 9.99%, and Nasdaq issuance restrictions. Without stockholder approval or a qualifying counsel opinion, the Exchange Cap limits issuances to approximately 149,750 shares. During the week ended October 2, 2026, Nexalin sold 219,593 shares through its at-the-market program for approximately $1.9 million gross, applying approximately $378,000 to note prepayment.
As of June 30, 2026, cash was $1,005,000, stockholders’ equity was $1,519,423 and accumulated deficit was $97,203,000; management said its plans do not alleviate substantial doubt about continued operations. Nasdaq confirmed minimum bid-price compliance, but requires at least $2,500,000 in stockholders’ equity by January 4, 2027. Nexalin also reported ineffective controls related to segregation of duties and IT access.
Nexalin Technology, Inc. (NXL) said Nasdaq notified it on September 30, 2026, that it had regained compliance with the $1.00 per share Minimum Bid Price Requirement, which requires a closing bid of at least $1.00 per share.
Continued listing remains conditional on Nexalin demonstrating compliance with the $2,500,000 minimum stockholders’ equity requirement by January 4, 2027. The company said its common stock will continue to trade during the exception period subject to the notice’s terms; failure to meet the equity requirement or other terms would make the shares subject to delisting. Nexalin intends to take all steps necessary to satisfy the requirement, but said there can be no assurance it will do so.
Nexalin Technology, Inc. (NXL) appointed Inovanexa Medical Technologies S.A., a Brazilian corporation in formation, as exclusive distributor for Nexalin Sync, accessories and disposables across Brazil, Argentina, Chile, Uruguay, Paraguay, Ecuador and Venezuela. The agreement has an initial 10-year term, with automatic successive 10-year renewals subject to compliance and performance requirements.
An initial 100-device commercialization program has tiered pricing, but required purchases are five devices immediately after signing and five more within 12 months of the Brazil pilot; the distributor is not required to buy additional products. The pilot is targeted to launch within 90 days. Exclusivity depends on minimum revenue thresholds, and Nexalin may revoke exclusivity and, in specified circumstances, terminate the agreement if requirements are unmet.
The distributor bears importation, regulatory, marketing and manufacturing costs. After purchase of the first 30 devices, it must establish a Brazilian facility under a separate agreement to be negotiated; Nexalin is entitled to fixed compensation per locally made device placed in the market and royalties on locally made disposables. Nexalin retains related intellectual property and exclusively supplies required encrypted circuit boards. The current Brazilian regulatory holder retains ANVISA approvals during a transition of up to 30 months.
Nexalin Technology, Inc. (NXL) received a Nasdaq Hearings Panel decision granting continued listing, subject to compliance conditions. By September 28, 2026, the company must demonstrate compliance with the Minimum Bid Price Requirement; by January 4, 2027, it must demonstrate compliance with the $2,500,000 minimum stockholders’ equity requirement. The Panel also requires a closing bid price of $1.00 or greater per share for a minimum of 20 consecutive trading sessions.
NXL common stock will continue to be listed and traded on The Nasdaq Capital Market during the exception period, subject to the notice’s conditions. Failure to satisfy those conditions would subject the shares to delisting. The company said there can be no assurance it will meet the requirements or other applicable continued-listing requirements.
Nexalin Technology, Inc. (NXL) has filed a Form S-1 registering up to 5,752,823 shares of common stock for resale by selling stockholders, primarily tied to a $15 million Any Market Purchase Agreement (AMPA) and related warrants and commitment shares. Nexalin will not receive proceeds from sales by the selling stockholders, though it may receive cash if it sells AMPA shares to the investor or if warrants are exercised for cash.
The company recently effected a 1-for-30 reverse stock split on August 28, 2026, reducing outstanding common shares from about 24,881,987 to about 829,400. Nexalin is a loss‑making emerging growth medical device company focused on neurostimulation devices for mental health, with ongoing FDA regulatory processes and pivotal trials but substantial doubt disclosed about its ability to continue as a going concern and active Nasdaq delisting risk.
Nexalin Technology, Inc. (NXL) has a new significant shareholder, GreenLight Ventures LLC (GLV), which reports beneficial ownership of 1,385,246 shares of common stock, representing 5.6% of the class. GLV received these shares as non-cash consideration for selling PONM to Nexalin under a Stock Purchase Agreement.
The $1,300,000 stock consideration is payable in four tranches at a share price based on a 30‑day volume‑weighted average, with a price floor of $18.30 and ceiling of $34.50 (both adjusted for Nexalin’s reverse stock split effective August 28, 2026). Nexalin has issued 959,016 shares at closing and 426,230 shares at 90 days; the remaining two tranches (20% and 15% of the purchase price) are scheduled around November 10, 2026 and February 8, 2027 and may total approximately 24,864 additional shares at the floor price, subject to anti‑dilution and change‑of‑control acceleration provisions.
GLV and Nexalin also have a Collaboration Agreement under which GLV provides operational, technical and strategic support for Nexalin’s cranial electrotherapy stimulation technologies for $10,000 per month over 24 months. GLV states it acquired the shares for investment, may buy or sell Nexalin securities over time, and has no current plans for corporate control actions; it has no rights to designate directors, although Nexalin director and Chief Medical Officer Dr. David Owens holds a minority interest in GLV.
Nexalin Technology, Inc. (NXL) reports that on August 28, 2026, Carolyn Shelton departed from her role as Senior Vice President of Quality, Regulatory, and Clinical Affairs. In connection with her departure, she entered into a separation agreement with the company.
The agreement provides one month of continued base salary, a $20,000 2026 bonus, accelerated vesting of her unvested stock options, up to two years to exercise vested options, and continued subsidy of health insurance premiums through September 30, 2026. In return, she provides a release of claims and agrees to confidentiality, non-disparagement, and cooperation provisions. The full agreement will be filed as an exhibit to Nexalin’s next periodic report.
Nexalin Technology, Inc. (NXL) approved and implemented a 1-for-30 reverse stock split of its common stock to help ensure continued compliance with the Nasdaq bid-price rule. The reverse split becomes effective on August 28, 2026 at 5:00 p.m. Eastern Time, and the stock is expected to begin trading on a split-adjusted basis on The Nasdaq Capital Market on August 31, 2026 under the existing ticker symbol “NXL.” Every 30 issued and outstanding shares of common stock will be combined into one share, while the par value remains $0.001 per share. No fractional shares will be issued; instead, shareholders entitled to fractions will receive a cash payment based on the split-adjusted closing price on August 28, 2026. The common stock will have a new CUSIP number, 65345B300, and Continental Stock Transfer & Trust Co. will act as exchange agent, with book-entry and street-name holders not required to take action.
Nexalin Technology, Inc. (NXL) reports that Alumni Capital LP, together with Alumni Capital GP LLC and Ashkan Mapar, has beneficial ownership of 2,493,075 shares of common stock, representing 9.99% of the outstanding shares. This stake comes from shares already held, plus shares that may be acquired under financing agreements.
The position reflects securities acquired or acquirable under an August 19, 2026 Securities Purchase Agreement, an Any Market Purchase Agreement, and related common and pre-funded warrants. These instruments are subject to a contractual 9.99% Ownership Limitation, which restricts Alumni Capital and its affiliates from exceeding 9.99% beneficial ownership of Nexalin’s common stock.
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.