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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):
August 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) |
|
(IRS Employer
Identification No.) |
| 1776 Yorktown, Suite 550, Houston, Texas |
|
77056 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (832) 260-0222
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing 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 Act:
| Title of each class |
|
Trading symbol |
|
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 1.01 |
Entry into a Material Definitive Agreement. |
On August 21, 2026, Nexalin Technology, Inc. (the
“Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with an institutional investor
(the “Investor”), pursuant to which the Investor purchased from the Company an unsecured promissory note in the amount of
$1,170,000 (the “Note”), which included an original issue discount of $150,000 (the “OID”) and reimbursement of
the Investor’s transaction expenses of $20,000, for gross proceeds to the Company of $1,000,000 (the “Purchase Price”).
The Note matures six months after the Investor
delivers the Purchase Price to the Company and does not bear interest unless and until an event of default occurs. The Company may prepay
all or any portion of the outstanding balance of the Note at any time without penalty or premium. Each time the Company receives any proceeds
in connection with any fundraising or financing transaction, it must make a mandatory prepayment equal to the lesser of 20% of the amount
raised or the outstanding balance of the Note. On up to two occasions, with the Investor’s consent, the Company may extend the maturity
date by three months, in which case the outstanding balance will automatically increase by 7.5% on the first day of each extension period.
The Note Purchase Agreement and the Note contain
customary agreements, affirmative and restrictive covenants, representations and warranties, and customary trigger events and events of
default. Trigger events include, but are not limited to, failure to pay amounts when due, commencement of bankruptcy or insolvency proceedings,
entering into a fundamental transaction (including certain mergers, acquisitions, and changes of control, as defined in the Note) without
repaying the Note in full at or as a condition to closing, and failure to observe covenants in the Note Purchase Agreement (each, a “Trigger
Event”). Upon the occurrence of a Trigger Event, the Investor may increase the outstanding balance by 10% for Major Trigger Events
(as defined in the Note) and 5% for Minor Trigger Events (as defined in the Note), subject to an aggregate cap of 25%. If a Trigger Event
is not cured within five trading days following notice from the Investor, it becomes an event of default, and the Investor may accelerate
the Note. Upon an event of default, interest accrues at 18% per annum (or the maximum rate permitted by law, if lower) from the date of
the event of default.
The Note Purchase Agreement provides for indemnification
of the Investor and its affiliates in the event that they incur any loss or damage related to, among other things, a breach by the Company
of any of its representations, warranties, or covenants under the Note Purchase Agreement, including advancement of expenses as they are
incurred.
The
description of the Note Purchase Agreement and the Note does not purport to be complete and is qualified in its entirety by the full
text of the Note Purchase Agreement and the Note, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and which
are incorporated herein by reference.
The
representations, warranties and covenants contained in the Note Purchase Agreement and the Note were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to exceptions and limitations
agreed upon by the contracting parties. Accordingly, the Note Purchase Agreement and the Note are incorporated herein by reference only
to provide investors with information regarding the terms of such agreements, and not to provide investors with any other factual information
regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports
and other filings with the U.S. Securities and Exchange Commission.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information contained in Item 1.01 above is incorporated by reference in this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits. |
| Number |
|
Description |
| 10.1 |
|
Note Purchase Agreement, by and between Nexalin Technology, Inc. and the Institutional Investor signatory thereto dated August 21, 2026. |
| 10.2 |
|
Promissory Note dated August 21, 2026. |
| 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: August 21, 2026 |
NEXALIN TECHNOLOGY, INC. |
| |
|
| |
/s/ Mark White |
| |
Mark White |
| |
Chief Executive Officer |
