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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 21, 2026
NEXALIN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41507 |
|
27-5566468 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
1776 Yorktown, Suite 550
Houston, TX 77056
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (832) 260-0222
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.001 per share |
|
NXL |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act.
| Item
3.01. | Notice
of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
January 21, 2026, Nexalin Technology, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the
Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing
bid price of the Company’s common stock, par value $0.001per share (“Common Stock”), for the last 30 consecutive business
days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued
listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
The
Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the
Company’s listing remains fully effective.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of
the Notice, or until July 20, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price
of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 20, 2026.
If
the Company is not in compliance with the Minimum Bid Requirement by July 20, 2026, the Company may be afforded a second 180 calendar
day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of
the Minimum Bid Price requirement.
The
Company will continue to monitor the closing bid prices of its Common Stock and seek to regain compliance with NASDAQ requirements within
the allotted compliance period. If the Company does not regain compliance within the allotted compliance period, including any extensions
that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then
be entitled to appeal that determination to a Nasdaq hearings panel.
The
Company will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that
the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180
days to regain compliance, or maintain compliance with the other Nasdaq listing requirements.
If
the Common Stock ceases to be listed for trading on The Nasdaq Capital Market, the Company would expect that the Common Stock would be
traded on one of the three tiered marketplaces of the OTC Markets Group.
On
January 23, 2026, the Company issued a press release announcing the receipt of the Notice. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
9.01. |
Financial
Statements and Exhibits. |
| Exhibits |
|
Description
of Exhibit |
| |
|
|
| 99.1 |
|
Press Release dated as
of January 23, 2026, disclosing non-compliance with Nasdaq Minimum Bid Requirement |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL Document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
January 23, 2026 |
NEXALIN
TECHNOLOGY, INC. |
| |
|
|
| |
By |
/s/
Mark White |
| |
|
Mark White, |
| |
|
Chief Executive Officer |
