Nexalin Tech SEC Filings

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.

Nexalin Technology, Inc. will hold a virtual Annual Meeting of Stockholders on August 11, 2026 for holders of record as of July 6, 2026. The Board asks shareholders to vote on the election of five directors and several corporate actions.

Key proposals include: election of five director nominees; approval of the 2026 Equity Incentive Plan (subject to stockholder approval); approval of reverse stock splits at ratios between 1-for-2 and 1-for-100 (aggregate not more than 1-for-250); authorization of 10 million shares of preferred stock; approval of officer exculpation amendments; and ratification of CBIZ CPAs P.C. as independent auditors. Proxy materials are expected to be mailed on July 17, 2026.

Nexalin Technology, Inc. adopted Second Amended and Restated Bylaws, effective immediately, making broad changes to its corporate governance framework. The bylaws update advance notice procedures for stockholder director nominations and other business, including provisions tailored to Rule 14a-19 and limits on the number of stockholder nominees.

The revisions modify how nominations may occur at special meetings, clarify that these procedures are the exclusive means for such nominations, and adjust rules on notices, waivers, voting standards, adjournments, and stockholder lists. The quorum requirement for stockholder meetings is lowered from a majority of the voting power of outstanding shares to one-third.

The bylaws now permit stockholder action by written consent subject to detailed procedures, and refine provisions on board structure, director terms, vacancies, removal and board meeting organization. They also update officer and stock certificate provisions, expand indemnification and advancement for directors and executive officers, and adopt exclusive forum clauses designating Delaware courts for internal corporate claims and U.S. federal courts for Securities Act claims.

Nexalin Technology entered a Stock Purchase Agreement with GreenLight Ventures to acquire all 100 outstanding shares of PONM, Inc. for $1.3 million in Nexalin common stock. An initial 45% tranche equaled 959,016 shares issued at closing, with the remaining stock to be issued in three later tranches.

The deal gives Nexalin ownership of PONM’s AI‑integrated digital health platform, which supports its HALO™ Clarity program and Nexalin NeuroCare™ virtual clinic, including infrastructure already deployed at UCSD. A separate Collaboration Agreement engages GreenLight for development and infrastructure services, generally at $10,000 per month over an initial 24‑month term, with Nexalin receiving key software licenses within the PONM field of use.

Nexalin Technology, Inc. reported another quarterly loss while highlighting serious liquidity risk and Nasdaq listing pressure. For the quarter ended March 31, 2026, revenue was only $14,950, down 64% from $41,015 a year earlier, as international equipment sales softened. The company posted a net loss of $2,096,837, slightly worse than the prior-year loss of $1,988,337, and used $1,712,988 of cash in operating activities.

As of March 31, 2026, Nexalin held $1,207,895 in cash and cash equivalents and $1,500,590 in short-term investments, with working capital of $2,481,790. It raised $756,421 of net proceeds by selling 1,395,300 shares through its at-the-market equity program, bringing total ATM gross proceeds to about $1,423,000.

Management states that recurring losses, negative operating cash flow and limited resources create substantial doubt about Nexalin’s ability to continue as a going concern for at least twelve months. The company also received a Nasdaq notice on January 21, 2026 for failing to meet the $1.00 minimum bid price requirement and has until July 20, 2026 to regain compliance. Nexalin continues to advance its Gen-2 SYNC and Gen-3 HALO neurostimulation devices, including signing a roughly $944,820 scope of work with Lindus Health for a pivotal insomnia study.

Nexalin Technology has engaged U.K.-based clinical research group Lindus Health to run its pivotal clinical trial for the HALO™ Clarity device to treat moderate-to-severe insomnia. Under a new Scope of Work, Nexalin will pay approximately $944,820 in direct fees, plus pass-through expenses, with payments tied to milestones.

The randomized, 160-participant, triple-blinded, sham-controlled study is designed to support a planned De Novo submission to the U.S. FDA. Patient enrollment is currently expected to begin in Q2 2026. Nexalin highlights previously published peer-reviewed data showing statistically significant improvements versus sham and positions HALO™ Clarity as a non-invasive, drug-free neurostimulation option within a sleep-tech market estimated at $29.3 billion in 2025.

Nexalin Technology, Inc. files its annual report describing a neurostimulation business still in development and facing significant financial strain. The company recorded a net loss of approximately $8,222,000 for the year ended December 31, 2025, increasing its accumulated deficit to about $92,867,000. Its auditor raises substantial doubt about Nexalin’s ability to continue as a going concern, making future funding critical.

Nexalin is pivoting from its legacy Gen-1 device, which can no longer be newly marketed in the U.S. after a 2019 FDA reclassification, to new 15 milliamp Gen-2 “SYNC” and Gen-3 “HALO” systems. These devices are advancing through FDA Q-Submission and pre-submission processes for indications including anxiety, insomnia, and Alzheimer’s disease, but none yet have U.S. clearance. The company highlights international approvals in China, Oman and Brazil, a China joint venture, and a planned virtual clinic and home-use headset model, all of which remain early-stage and dependent on successful trials and regulatory approvals.

Nexalin Technology, Inc. is advancing plans for a pivotal clinical trial of its HALO™ Clarity device to treat moderate to severe insomnia. The study is intended to support a planned de novo submission to the U.S. Food and Drug Administration for a drug-free insomnia treatment.

The randomized, triple-blinded, sham-controlled trial is designed to enroll at least 150 adults across the United States, using a fully decentralized model through Nexalin’s NeuroCare virtual clinic and electronic data capture system. Lindus Health will collaborate on trial execution, regulatory preparation, and patient recruitment.

This pivotal study builds on previously published 120-patient randomized, double-blind, placebo-controlled data in chronic insomnia that showed clinically meaningful, statistically significant sleep improvements with no significant adverse effects, and on international approvals for Nexalin’s Gen-2 15 mA device for insomnia and related indications.

Nexalin Technology, Inc. received a notice from Nasdaq on January 21, 2026 stating that its common stock no longer meets the minimum $1.00 bid price requirement for continued listing on The Nasdaq Capital Market. This non-compliance is based on the stock’s closing bid price over the last 30 consecutive business days.

The company has 180 calendar days, until July 20, 2026, to regain compliance by having its closing bid price at or above $1.00 per share for at least ten consecutive business days. If it fails to do so, it may qualify for a second 180-day period if it meets other Nasdaq initial listing standards apart from the bid price. If compliance is not regained, Nasdaq may move to delist the stock, although the company could appeal and would expect trading to move to an OTC Markets Group marketplace. Nexalin plans to monitor its stock price and evaluate options to regain compliance.