Nexalin keeps Nasdaq listing, faces $2.5M equity test

Nasdaq’s earlier determinations cited unmet bid-price and stockholders’ equity requirements, including the $5 million initial-listing equity standard.

Rhea-AI Filing Summary

Nexalin Technology, Inc. (NXL) received a Nasdaq Hearings Panel decision granting continued listing, subject to compliance conditions. By September 28, 2026, the company must demonstrate compliance with the Minimum Bid Price Requirement; by January 4, 2027, it must demonstrate compliance with the $2,500,000 minimum stockholders’ equity requirement. The Panel also requires a closing bid price of $1.00 or greater per share for a minimum of 20 consecutive trading sessions.

NXL common stock will continue to be listed and traded on The Nasdaq Capital Market during the exception period, subject to the notice’s conditions. Failure to satisfy those conditions would subject the shares to delisting. The company said there can be no assurance it will meet the requirements or other applicable continued-listing requirements.

Positive

• The Nasdaq Panel granted continued listing, subject to September 28, 2026 and January 4, 2027 compliance deadlines.

Negative

• Missing the September 28, 2026 or January 4, 2027 deadline subjects shares to delisting.

8-K Event Classification

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

1 item

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.

Key Figures

Minimum stockholders’ equity requirement: $2,500,000 Minimum closing bid price: $1.00 per share Consecutive trading sessions: 20 sessions +3 more

6 metrics

Minimum stockholders’ equity requirement $2,500,000 Compliance deadline: January 4, 2027

Minimum closing bid price $1.00 per share Required for a minimum of 20 consecutive trading sessions

Consecutive trading sessions 20 sessions Closing bid price of $1.00 or greater per share

Bid-price compliance deadline September 28, 2026 Deadline to demonstrate compliance with the Minimum Bid Price Requirement

Stockholders’ equity compliance deadline January 4, 2027 Deadline to demonstrate compliance with the Stockholders’ Equity Requirement

Minimum stockholders’ equity for initial listing $5,000,000 Prior Nasdaq determination cited failure to meet this initial-listing requirement

Key Terms

Minimum Bid Price Requirement, Stockholders’ Equity Requirement, Staff Determination Letter, exception period

4 terms

Minimum Bid Price Requirement regulatory

"demonstrate compliance with the Minimum Bid Price Requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

Stockholders’ Equity Requirement regulatory

"minimum stockholders’ equity requirement of $2,500,000"

A stockholders’ equity requirement is a minimum amount of net assets — assets minus liabilities — that a company must keep on its balance sheet to meet rules set by regulators, lenders or stock exchanges. Think of it as a required safety buffer or minimum bank balance that shows the company has enough of its own capital to absorb losses; falling below it can limit dividends, trigger covenants or risk sanctions, so investors watch it as a sign of financial health and compliance.

Staff Determination Letter regulatory

"received a Staff Determination Letter from Nasdaq"

A staff determination letter is a written decision from the employees of a government or market regulator about a specific filing, application or compliance question; it tells a company whether the regulator accepts, rejects or needs more information. For investors, it matters because the letter can affect a company’s ability to sell securities, keep a stock listing, or move forward with a product or transaction—similar to a building inspector’s report that decides if construction can continue.

exception period regulatory

"during the exception period"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does NXL need to do to keep its Nasdaq listing?

NXL must demonstrate compliance with the Minimum Bid Price Requirement by September 28, 2026, and with the $2,500,000 minimum stockholders’ equity requirement by January 4, 2027. The Panel also requires a closing bid price of $1.00 or greater per share for at least 20 consecutive trading sessions.

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

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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): September 25, 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 Street, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously reported, on September 1, 2026, Nexalin Technology, Inc. (the “Company”) presented its plan of compliance to the Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) and requested continued listing on Nasdaq and an extension to demonstrate compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) and the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1) (the “Stockholders’ Equity Requirement”).

On September 25, 2026, the Company received a written notification (the “Notice”) from the Panel granting the Company’s request for continued listing on Nasdaq, subject to the conditions that (1) on or before September 28, 2026, the Company shall demonstrate compliance with the Minimum Bid Price Requirement and (2) on or before January 4, 2027, the Company shall demonstrate compliance with the Stockholders’ Equity Requirement. The Panel will also require the Company to demonstrate a closing bid price of $1.00 or greater per share for a minimum of 20 consecutive trading sessions. This additional listing requirement was imposed by the Panel pursuant to Nasdaq Listing Rule 5815(c)(4).

As previously disclosed on August 17, 2026, the Company received a Staff Determination Letter from Nasdaq (the “August Delisting Notice”) stating that the Company no longer satisfied the Stockholders’ Equity Requirement. The August Delisting Notice further noted that the Company did not satisfy either of the alternative continued listing standards under Nasdaq Listing Rule 5550(b).

Additionally, as previously disclosed, on July 24, 2026, the Company received a Staff Determination Letter from Nasdaq (the “July Delisting Notice”) stating that the Company had not regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and was not eligible for an additional compliance period under Nasdaq Listing Rule 5810(c)(3)(A) because the Company did not meet the $5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market.

The Company intends to take all steps necessary to satisfy the conditions of the Notice within the compliance periods granted by the Panel, and the Company’s common stock will continue to be listed and traded on The Nasdaq Capital Market during the exception period, subject to the Company’s compliance with the terms of the Notice. There can be no assurance, however, that the Company will be able to demonstrate compliance with the Minimum Bid Price Requirement or the Stockholders’ Equity Requirement within the periods granted by the Panel, or that the Company will otherwise maintain compliance with the other applicable Nasdaq continued listing requirements. If the Company fails to satisfy the conditions of the Notice, the Company’s common stock will be subject to delisting from Nasdaq.

1

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: September 28, 2026	NEXALIN TECHNOLOGY, INC.
	/s/ Mark White
	Mark White
	Chief Executive Officer

2

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB