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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):
May 14, 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
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. |
Stock Purchase Agreement
On May 14, 2026, Nexalin Technology, Inc. (the “Company”)
entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GreenLight Ventures LLC, a North Carolina limited
liability company (“GLV”). Pursuant to the Purchase Agreement, the Company purchased from GLV, 100 shares (the “PONM
Shares”) of common stock, no par value, of PONM, Inc., a North Carolina corporation (“PONM”), representing all of the
issued and outstanding shares of PONM.
As consideration for the PONM Shares, the Company agreed to issue to
GLV shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with an aggregate value of $1.3
million (such shares, the “Consideration Shares”). The number of Consideration Shares issuable under the Purchase Agreement
will based on the volume-weighted average price per share of the Common Stock on The Nasdaq Capital Market for the 30 trading days ending
on the trading day prior to the closing date, as noted below.
The Consideration Shares are issuable in four tranches: 45% at closing;
20%, on the date that is 90 days after the closing date; 20%, on the date that is 180 days after the closing date; and 15%, on the date
that is 270 days after the closing date. Closing of the first tranche under the Purchase Agreement occurred, and the Company issued the
initial tranche of the Consideration Shares, or 959,016 shares of Common Stock, on May 14, 2026 (the “Closing Date”). The
unissued Consideration Shares are subject to specified protective provisions prior to issuance of the final tranche, including down-round
protection for certain issuances below the applicable per share price, equitable adjustment for stock splits, reverse stock splits, recapitalizations,
reclassifications and similar capital adjustments, and delisting protection, in each case, subject to a floor of $0.61 per share and a
ceiling of $1.15 per share. The Purchase Agreement also provides for an acceleration of the issuance of all remaining unissued Consideration
Shares upon a change of control of the Company.
By acquiring PONM pursuant to the Purchase Agreement, the Company,
through PONM, secured the benefit of PONM’s exclusive license to certain of GLV’s software and platform technology supporting
the Company’s HALO™ Clarity program and NeuroCare™ virtual clinic (the “PONM Field of Use”).
The foregoing description of the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed
with the Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Quarterly Report on Form 10-Q
for the quarter ended June 30, 2026.
Collaboration Agreement
On May 14, 2026, the Company entered into a Collaboration Agreement
(the “Collaboration Agreement”) with GLV to support the development, compliance and commercialization of the Company’s
cranial electrotherapy stimulation technologies and related products using certain licensed software associated with GLV’s digital
technology platforms. Prior to the Company’s entry into the Purchase Agreement and the Collaboration Agreement, GLV and PONM entered
into a License Agreement, dated April 30, 2026 (the “License Agreement”), under which PONM obtained an exclusive license to
use certain GLV software within the PONM Field of Use.
Under the Collaboration Agreement, GLV will provide development services
under schedules of work and, upon request, infrastructure support services. Unless otherwise specified in a schedule of work, the Company
will pay GLV $10,000 per month for such development services, with approved excess development services and approved infrastructure support
services billed at rates set forth in the Collaboration Agreement.
The Collaboration Agreement has an initial term of 24 months and may
be terminated by either party upon 180 days’ written notice or for an uncured material breach. If GLV is the breaching party, the
Company is released from certain payment obligations for work not received or accepted and retains rights and licenses in software developed
by GLV during paid service allotments.
The Collaboration Agreement provides that each party retains its background
intellectual property. GLV owns improvements to the licensed software created by GLV or jointly with the Company or a third party during
the term, and grants the Company a exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use such intellectual
property solely within the PONM Field of Use.
The foregoing description of the Collaboration Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of the Collaboration Agreement, a copy of which will be
filed with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended
June 30, 2026.
|
Item
3.02 |
Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 above is incorporated by reference
into this Item 3.02.
The Consideration Shares, including the 959,016 shares of Common Stock
issued to GLV on the Closing Date, have been or will be issued in reliance on the exemption from registration under the Securities Act
of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated
thereunder.
On
May 19, 2026, the Company issued a press release announcing the transactions described in Item 1.01 of this Current Report, including
its acquisition of PONM Shares and entry into the Purchase Agreement and the Collaboration Agreement. A copy of the press release is attached
as Exhibit 99.1 to this Current Report.
| Item 9.01 |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated May 19, 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: May 19, 2026 |
NEXALIN TECHNOLOGY, INC. |
| |
|
| |
/s/ Mark White |
| |
Mark White |
| |
Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Nexalin Acquires AI-Integrated Digital Health Platform Behind HALO™ Clarity and Nexalin NeuroCare™ Ahead of Planned FDA Pivotal Trial
Acquisition gives Nexalin control of AI-integrated remote patient-monitoring, clinical data-capture and virtual-care infrastructure already deployed at UCSD
HOUSTON, TX, May 19, 2026, Nexalin Technology, Inc. (Nasdaq: NXL) (“Nexalin” or the “Company”), the leader in non-invasive Deep Intracranial Frequency Stimulation (DIFS™) of the brain, today announced the closing of its acquisition of PONM, Inc. (“PONM”) from GreenLight Ventures, LLC (“GreenLight”). PONM is the digital health platform supporting Nexalin’s HALO™ Clarity program and Nexalin NeuroCare™ virtual clinic.
Through the transaction, Nexalin has secured ownership of PONM and an exclusive license to the proprietary software features developed for the HALO™ program, including AI-integrated remote patient monitoring, treatment-compliance data capture, electronic health record functionality, virtual-clinic management, real-time clinical-data analysis and analytics capabilities. The technology is already deployed at the University of California, San Diego (“UCSD”), where it supports HALO™ headset usage tracking, remote prescribing, physician oversight and clinical research workflows.
The acquisition gives Nexalin greater control over a critical layer of its HALO™ Clarity ecosystem: the digital infrastructure that connects the device, the patient, the prescribing physician and the clinical-data workflow. Nexalin believes this integrated device-plus-software model is important to the Company’s planned pivotal trial, future regulatory strategy and potential commercial deployment of HALO™ Clarity as an at-home, physician-supervised therapy. The platform is designed to use AI-enabled tools to support real-time data capture, treatment-adherence monitoring, protocol compliance and physician oversight across clinical research and future patient-management workflows.
At UCSD, phases one through five of the Nexalin NeuroCare™ virtual clinic have been deployed to support patient recruitment, AI-integrated monitoring and clinical-data workflows for Nexalin’s TBI/PTSD military study, and are being readied to support the Company’s planned 160-participant FDA pivotal trial of HALO™ Clarity for moderate-to-severe insomnia, with enrollment expected to begin in Q2 2026.
In connection with the transaction, GreenLight has become a meaningful equity holder in Nexalin, aligning the parties around the long-term success of HALO™ Clarity, Nexalin NeuroCare™ and the Company’s broader neurostimulation platform.
As part of the broader transaction structure, Nexalin and GreenLight have entered into a strategic partnership that provides Nexalin with continued access to GreenLight’s product, engineering, quality assurance, cybersecurity, regulatory, behavioral-health and commercial-development capabilities.
“This acquisition gives Nexalin ownership of a critical part of the HALO™ Clarity ecosystem: the digital platform that connects the device, the patient, the physician and the clinical-data workflow,” said Mark White, Chief Executive Officer of Nexalin Technology. “The PONM platform is already deployed at UCSD and supports the AI-integrated remote-monitoring, clinical-data capture and virtual-clinic capabilities we believe are essential to scaling HALO™ Clarity. By bringing this infrastructure under Nexalin ownership, we are strengthening our ability to execute through pivotal trial activities, planned FDA submission and potential commercial launch. We believe combining HALO™ Clarity with AI-enabled data infrastructure can strengthen treatment oversight, improve protocol adherence and create a scalable foundation for future physician-supervised, at-home neurostimulation programs.”
“We
believe the future of neurostimulation will be defined not only by the device itself, but by the software, data and physician-supervised
care model around it,” continued Mr. White. “This transaction strengthens Nexalin’s control over that full ecosystem
and expands what we believe the Company can ultimately offer to patients and providers seeking non-invasive treatment alternatives.”
“GreenLight
has spent years building digital infrastructure for next-generation healthcare technologies, and HALO™ Clarity is exactly the type
of platform our work was designed to support,” said Peter Gratale, Founder of GreenLight Ventures. “With this transaction,
Nexalin has the exclusive rights to the platform, while GreenLight remains aligned as both a long-term partner and shareholder. Under
our strategic partnership, GreenLight’s broader product, engineering, regulatory, clinical and commercial capabilities will remain
available to support HALO™ Clarity through pivotal trial execution, regulatory submission and potential commercial launch.”
Total consideration for the transaction is $1.3 million, payable in shares of Nexalin common stock issued in tranches over time at prices tied to Nexalin’s market performance. Nexalin believes this structure aligns GreenLight’s economics with the long-term success of the HALO™ Clarity and Nexalin NeuroCare™ programs.
Nexalin believes the transaction strengthens its ability to integrate device, software, AI-enabled remote monitoring and clinical-data infrastructure under a unified platform designed to support HALO™ Clarity through clinical development, regulatory submission and planned commercialization.
About Nexalin Technology, Inc.
Nexalin designs and develops innovative neurostimulation products to uniquely help combat the ongoing global mental health epidemic. Nexalin’s medical devices are non-invasive and undetectable to the human body. Nexalin believes its neurostimulation medical devices can penetrate structures deep in the mid-brain that are associated with mental health disorders, and that the deeper-penetrating waveform in its next-generation devices, including the HALO™ Clarity, will generate enhanced patient response without adverse side effects. The Nexalin Gen-2 SYNC 15 milliamp neurostimulation device has been approved in China, Brazil, Oman, and Israel. Additional information is available at www.nexalin.com.
About PONM
PONM is a digital health platform built to power next-generation healthcare technologies. Its software supports clinical data capture, remote patient monitoring, electronic health records, telehealth workflows, medical device connectivity, and AI-driven clinical insights, used in clinical research, patient management programs, and connected medical device ecosystems. Following closing, PONM operates as a wholly owned subsidiary of Nexalin Technology, Inc., with its platform fully integrated into Nexalin’s HALO™ Clarity program.
About GreenLight Ventures, LLC
GreenLight
Ventures is a North Carolina-based developer of digital health infrastructure, partnering with healthcare technology companies to build
software systems that connect patients, clinicians, and connected medical devices through secure, regulatory-grade platforms. Following
the PONM transaction, GreenLight is a long-term strategic partner and equity holder in Nexalin Technology, Inc.
FORWARD-LOOKING STATEMENTS
This
press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of
1995 (the “PSLRA”). These forward-looking statements relate to future events, future performance, or management’s current
expectations, beliefs, assumptions, plans, estimates, intentions, or projections relating to the future, and are not guarantees of future
performance. Any statements that are not statements of historical fact, or that refer to expectations, projections, or other characterizations
of future events or circumstances (including, without limitation, statements containing the words “believes,” “expects,”
“anticipates,” “plans,” “intends,” “will,” “may,” “could,” “should,”
“would,” “designed to,” “positioned to,” “potential,” “targeted,” “seeking,”
“continues,” “strategy,” “opportunity,” “estimates,” “projects,” “forecasts,”
“predicts,” “outlook,” “guidance,” or similar expressions, or the negative of such terms), are forward-looking
statements. These statements are based on Nexalin’s current expectations, assumptions, and beliefs and are subject to a number
of risks and uncertainties that could cause actual results, performance, or achievements to differ materially from those expressed or
implied by the forward-looking statements. Readers are cautioned not to place undue reliance on any forward-looking statements, which
speak only as of the date of this press release.
Forward-looking statements in this press release include, but are not limited to, statements regarding: the expected benefits, significance, strategic rationale, and potential implications of the PONM acquisition and the GreenLight strategic partnership; the integration, capabilities, operation, deployment, and potential use of PONM, HALO™ Clarity, Nexalin NeuroCare™, and related AI-integrated remote patient monitoring, clinical-data capture, electronic health record, virtual-clinic, analytics, cybersecurity, regulatory, quality assurance, and commercial-development capabilities; the design, enrollment, timing, progress, results, and potential outcomes of the HALO™ Clarity pivotal program and other future clinical trials; the potential for future development, regulatory progress (including any planned De Novo FDA submission), and commercialization of the Company’s products and technology; the Company’s beliefs regarding its competitive position, market opportunity, value proposition, and anticipated patient, provider, clinical, and commercial benefits; the timing and issuance of transaction consideration; management’s expectations regarding future regulatory submissions, clearances, approvals, and regulatory strategy; and the Company’s strategic plans, business prospects, financial and operating performance, and capital needs. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, and other factors that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. No assurance can be given that the anticipated benefits of the transaction or strategic partnership will be realized, that future studies will be initiated or completed on a timely basis or at all, that the Company’s technology will receive regulatory clearance or approval for any particular indication or on any anticipated timeline, or that the Company will be able to commercialize its products or technology.
Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the Company’s control. Such risks include, but are not limited to: the Company’s ability to successfully integrate, maintain, secure, validate, and scale PONM and related AI-integrated, data, software, and clinical-workflow systems; the ability to realize the anticipated benefits of the PONM acquisition and GreenLight strategic partnership; uncertainties regarding the design, enrollment, execution, timing, results, and completion of clinical trials, including the HALO™ Clarity pivotal program; the ability to obtain regulatory clearance or approval from the U.S. Food and Drug Administration (the “FDA”) or other regulatory bodies, including with respect to any planned De Novo submission; the sufficiency of clinical and non-clinical data to support regulatory submissions; changes in FDA, healthcare, data privacy, cybersecurity, and other applicable regulatory requirements; the potential for adverse events, safety concerns, or product performance issues; market acceptance of, and reimbursement for, the Company’s products; the Company’s ability to protect and enforce its intellectual property rights; competition from existing and new treatment alternatives; the Company’s reliance on GreenLight, UCSD, third-party manufacturers, suppliers, clinical investigators, technology vendors, and other third parties; the Company’s ability to secure adequate funding on acceptable terms to complete its planned clinical, regulatory, and commercial programs; potential dilution or market effects from equity issuances and share price volatility; and general economic, political, regulatory, industry, and market conditions. Additional risks and uncertainties that could cause actual results to differ materially are described under the heading “Risk Factors” in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2025, and in the Company’s subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings the Company makes from time to time with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these filings are available free of charge on the SEC’s website at www.sec.gov and on the Company’s investor relations website. New risks and uncertainties emerge from time to time, and it is not possible for the Company to predict all such risks or to assess the impact of all such risks on its business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements.
All forward-looking statements in this press release are qualified in their entirety by this cautionary statement and the risk factors and other disclosures referenced above, and speak only as of the date they are made. Except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances, or otherwise, after the date of this press release.
Contact:
Crescendo Communications, LLC
Tel: (212) 671-1020
Email: NXL@crescendo-ir.com
