Nexalin Technology (NXL) flagged by Nasdaq for sub-$1 bid, faces listing deadline

Rhea-AI Filing Summary

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.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency introduces listing risk for NXL if not cured.

Nexalin Technology has been notified that its common stock no longer satisfies Nasdaq’s $1.00 minimum bid price rule after trading below that threshold for 30 consecutive business days. The shares remain listed for now, but this formal notice starts a defined compliance timetable under Nasdaq rules.

The company has until July 20, 2026 to regain compliance by maintaining a closing bid of at least $1.00 for ten consecutive business days. If it meets all other initial listing standards, it may obtain a second 180-day period; otherwise, Nasdaq can move toward delisting, subject to appeal to a hearings panel. The filing also notes that, if delisted, the stock would be expected to trade on an OTC Markets Group marketplace instead of Nasdaq.

The development is negative because it introduces explicit listing uncertainty and highlights recent share price weakness. Actual impact depends on whether Nexalin can lift and sustain its bid price during the stated compliance periods or secure an extension under Nasdaq’s criteria.

8-K Event Classification

3 items: 3.01, 8.01, 9.01

3 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Nexalin Technology (NXL) disclose in this 8-K filing?

Nexalin Technology disclosed that it received a Nasdaq deficiency letter on January 21, 2026 stating that its common stock is not in compliance with the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market.

Is Nexalin Technology (NXL) being delisted from Nasdaq now?

No. The notice has no immediate effect on Nexalin Technology’s listing. Its common stock remains fully listed on The Nasdaq Capital Market while the company is given time to regain compliance.

How long does Nexalin Technology (NXL) have to regain Nasdaq bid-price compliance?

Under Nasdaq Listing Rule 5810(c)(3)(A), Nexalin has 180 calendar days from the date of the notice, until July 20, 2026, to regain compliance by having a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days.

Can Nexalin Technology (NXL) get more time beyond July 20, 2026 to meet the $1.00 bid requirement?

If Nexalin is still below the $1.00 bid price by July 20, 2026, it may be granted a second 180-day compliance period, provided it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except the minimum bid price requirement.

What happens if Nexalin Technology (NXL) ultimately fails to regain Nasdaq compliance?

If Nexalin does not regain compliance within the allowed period, including any extension, Nasdaq would notify the company that its common stock is subject to delisting. Nexalin would be entitled to appeal to a Nasdaq hearings panel and, if the stock ceases to be listed, it would expect the shares to be traded on one of the tiered marketplaces operated by the OTC Markets Group.

How does Nexalin Technology (NXL) plan to address the Nasdaq minimum bid requirement issue?

Nexalin states that it will continue to monitor the closing bid prices of its common stock and evaluate available options to regain compliance with the Nasdaq Minimum Bid Requirement, while noting there is no assurance it will succeed or receive a second compliance period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/23/2026 - 05:20 PM Learn about SEC filing dates

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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.

Item 8.01. Other Events.

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.

(d) 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).

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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

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