Nexalin holders back reverse split and equity plan
Nexalin Technology, Inc. held its annual stockholder meeting on August 11, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
- Reverse stock split flexibility approved: Stockholders authorized one or more reverse stock splits between 1-for-2 and 1-for-100, in the aggregate not more than 1-for-250, giving the board structural capital flexibility.
- Equity plan and auditor ratified: The 2026 Equity Incentive Plan and the appointment of CBIZ CPAS P.C. as independent registered public accounting firm for 2026 both received stockholder approval.
Negative
- Preferred stock authorization rejected: Stockholders did not approve creating 10 million shares of preferred stock, limiting the company’s ability to use preferred equity for financing or structural purposes.
- Officer exculpation amendment failed: Stockholders did not approve adding Officer Exculpation to the charter, leaving officers without the additional limitation on personal monetary liability that had been proposed.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Shares outstanding: 22,011,302 shares
Shares represented: 13,912,110 shares
Reverse split approval votes For: 12,458,652
+3 more
6 metrics
Shares outstanding
22,011,302 shares
Common stock outstanding as of July 6, 2026 record date
Shares represented
13,912,110 shares
Shares present or by proxy at the August 11, 2026 annual meeting, about 63.2%
Reverse split approval votes For
12,458,652
Votes For amendments permitting reverse stock splits between 1-for-2 and 1-for-100, aggregate not more than 1-for-250
Equity plan approval votes For
8,248,630
Votes For the 2026 Equity Incentive Plan
Preferred stock authorization votes For
7,863,517
Votes For authorizing 10 million shares of preferred stock, proposal not approved
Auditor ratification votes For
13,362,297
Votes For ratifying CBIZ CPAS P.C. as independent registered public accounting firm for 2026
Key Terms
reverse stock split, broker non-votes, Equity Incentive Plan, Officer Exculpation, +1 more
5 terms
reverse stock split financial
"to effect one or more reverse stock splits of the Company’s Common Stock"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
broker non-votes financial
"Leslie Bernhard | 8,705,295 | 432,207 | 4,774,608"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Equity Incentive Plan financial
"Approval of the Company’s 2026 Equity Incentive Plan"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Officer Exculpation regulatory
"to provide for Officer Exculpation"
A charter clause that limits company officers’ personal responsibility for money damages when they make business decisions that turn out poorly, unless they acted in bad faith, engaged in intentional wrongdoing, or took improper personal gain. It matters to investors because it changes the practical risk and accountability for senior managers—similar to giving a driver limited crash liability, it can encourage bold decision-making but may reduce the chance shareholders can recover losses if officers behaved improperly.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the year ending"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was the quorum and turnout at Nexalin Technology (NXL) 2026 annual meeting?
The quorum was met with 13,912,110 shares present or represented by proxy out of 22,011,302 shares outstanding as of July 6, 2026, representing approximately 63.2% of the common stock entitled to vote.
Which director nominees were elected at Nexalin Technology (NXL) on August 11, 2026?
Stockholders elected Leslie Bernhard, Mark White, David Owens, M.D., Alan Kazden, and Ben V. Hu, M.D.. Each received more votes For than Withheld, with additional broker non-votes reported.
Did Nexalin Technology (NXL) stockholders approve a reverse stock split authority?
Yes. Stockholders approved amendments permitting one or more reverse stock splits at ratios from 1-for-2 to 1-for-100, and in the aggregate not more than 1-for-250, at the board’s discretion.
Was Nexalin Technology’s (NXL) 2026 Equity Incentive Plan approved?
Yes. The 2026 Equity Incentive Plan received 8,248,630 votes For, 815,467 Against, and 73,405 Abstain, with 4,774,608 broker non-votes, resulting in stockholder approval of the plan.
Who is Nexalin Technology’s (NXL) independent auditor for 2026?
Stockholders ratified CBIZ CPAS P.C. as the independent registered public accounting firm for the year ending December 31, 2026, with 13,362,297 votes For, 430,308 Against, and 119,505 Abstain.
AI-generated analysis. How Rhea-AI works. Not financial advice.
