Did Nexalin Technology (NXL) change rules on stockholder action by written consent?

Yes. Nexalin replaced a prohibition on stockholder action by written consent or electronic transmission with detailed procedures allowing stockholder action by consent without a meeting, including rules on record dates, consent requests, and review by independent inspectors of election.

Nexalin updates bylaws and lowers quorum standard

Nexalin Technology, Inc. adopted Second Amended and Restated Bylaws, effective immediately, making broad changes to its corporate governance framework.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Nexalin Technology, Inc. adopted Second Amended and Restated Bylaws, effective immediately, making broad changes to its corporate governance framework. The bylaws update advance notice procedures for stockholder director nominations and other business, including provisions tailored to Rule 14a-19 and limits on the number of stockholder nominees.

The revisions modify how nominations may occur at special meetings, clarify that these procedures are the exclusive means for such nominations, and adjust rules on notices, waivers, voting standards, adjournments, and stockholder lists. The quorum requirement for stockholder meetings is lowered from a majority of the voting power of outstanding shares to one-third.

The bylaws now permit stockholder action by written consent subject to detailed procedures, and refine provisions on board structure, director terms, vacancies, removal and board meeting organization. They also update officer and stock certificate provisions, expand indemnification and advancement for directors and executive officers, and adopt exclusive forum clauses designating Delaware courts for internal corporate claims and U.S. federal courts for Securities Act claims.

Insights

Nexalin overhauls bylaws, tightening procedures and clarifying forums.

Nexalin Technology, Inc. has comprehensively updated its bylaws, with immediate effect, covering stockholder nominations, meeting mechanics, and board governance. The filing emphasizes detailed advance notice rules aligned with Rule 14a-19 and explicit limits on the number of stockholder nominees.

The reduction of the stockholder meeting quorum from a majority to one-third of voting power lowers the threshold needed to conduct business, which can make meetings easier to hold while concentrating influence among those who vote. Allowing stockholder action by written consent, under defined procedures and inspector review, introduces an additional pathway for corporate action outside meetings.

The expanded indemnification and advancement provisions for directors and executive officers, along with exclusive forum clauses steering internal corporate claims to Delaware courts and Securities Act claims to U.S. federal courts, may shape how future disputes are handled. Overall, these are structural and procedural changes rather than direct financial events, and their practical impact will depend on how stockholders and the board use the revised mechanisms.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Quorum standard: One-third of voting power Prior quorum standard: Majority of voting power

2 metrics

Quorum standard One-third of voting power Quorum for stockholder meetings after bylaw amendment

Prior quorum standard Majority of voting power Previous quorum for stockholder meetings before amendment

Key Terms

advance notice procedures, Rule 14a-19, stockholder action by written consent, indemnification and advancement, +2 more

6 terms

advance notice procedures financial

"amendments that revise the advance notice procedures for stockholder director nominations and other stockholder business"

Rule 14a-19 regulatory

"including to address Rule 14a-19 under the Securities Exchange Act of 1934"

Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.

indemnification and advancement financial

"amend and restate the indemnification and advancement provisions applicable to directors and executive officers"

forum selection provision regulatory

"add a forum selection provision providing that, unless the Company consents in writing to the selection of an alternative forum"

internal affairs doctrine regulatory

"and claims governed by the internal affairs doctrine, and that the federal district courts of the United States"

FAQ

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

What governance change did Nexalin Technology (NXL) make in its latest 8-K?

Nexalin Technology adopted Second Amended and Restated Bylaws, effective immediately. These bylaws comprehensively update stockholder nomination procedures, stockholder meeting mechanics, board governance provisions, indemnification terms, and forum selection for certain corporate and securities-related claims.

How did Nexalin Technology (NXL) change its stockholder meeting quorum requirement?

Nexalin Technology lowered the quorum for stockholder meetings from a majority of the voting power of outstanding shares to one-third. This change makes it easier to achieve a quorum and conduct business when fewer shares are represented at a meeting.

How do the new bylaws affect stockholder director nominations at Nexalin (NXL)?

The new bylaws revise advance notice procedures for stockholder director nominations and other business, including alignment with Rule 14a-19 and limits on the number of stockholder nominees. They also clarify that specified procedures are the exclusive means for stockholder nominations at special meetings.

What forum selection provisions did Nexalin Technology (NXL) add to its bylaws?

The bylaws designate the Delaware Court of Chancery, or certain Delaware federal courts, as the exclusive forum for specified internal corporate claims, and U.S. federal district courts as the exclusive forum for Securities Act claims. These provisions exclude claims under the Securities Exchange Act.

How were Nexalin’s (NXL) indemnification provisions for directors and officers revised?

The Second Amended and Restated Bylaws amend and restate indemnification and advancement provisions for directors and executive officers. The filing notes these updates but does not itemize terms, emphasizing a refreshed framework for protection and advancement of expenses under the bylaws.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/17/2026 - 05:00 PM

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): June 16, 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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 16, 2026, the Board of Directors (the “Board”) of Nexalin Technology, Inc. (the “Company”) adopted the Company’s Second Amended and Restated Bylaws (as so amended and restated, the “Second Amended and Restated Bylaws”), which became effective immediately upon adoption. The Second Amended and Restated Bylaws amend and restate the Company’s Amended and Restated Bylaws, as previously in effect (the “Prior Bylaws”).

The Second Amended and Restated Bylaws include, among other things, amendments that revise the advance notice procedures for stockholder director nominations and other stockholder business, including to address Rule 14a-19 under the Securities Exchange Act of 1934, as amended, timing requirements and limits on the number of stockholder nominees; and modify the procedures for stockholder nominations at special meetings, including to address Rule 14a-19 and to clarify that such procedures are the exclusive means for stockholder nominations at special meetings.

The Second Amended and Restated Bylaws also revise provisions regarding notices and waivers of notice for stockholder meetings, voting standards for stockholder action, adjournments, recesses and postponements of stockholder meetings, and the list of stockholders entitled to vote at stockholder meetings. In addition, the Second Amended and Restated Bylaws lower the quorum standard for stockholder meetings from a majority of the voting power of outstanding shares to one-third of the voting power of outstanding shares. The Second Amended and Restated Bylaws further replace the Prior Bylaws’ prohibition on stockholder action by written consent or electronic transmission with procedures for stockholder action by consent without a meeting, including procedures relating to record dates, requests to fix record dates and review of consents and revocations by independent inspectors of election.

In addition, the Second Amended and Restated Bylaws revise provisions relating to the Board, including provisions addressing the single-class Board structure, director terms, vacancies, future-effective resignations, director removal, Board meeting procedures and the organization of Board meetings. The Second Amended and Restated Bylaws also update provisions regarding the Company’s officers, stock certificates and uncertificated shares, lost certificates, transfers of stock and record dates.

The Second Amended and Restated Bylaws further amend and restate the indemnification and advancement provisions applicable to directors and executive officers, update the notice provisions to conform to Section 232 of the Delaware General Corporation Law, revise the amendment provision to clarify the Board’s authority to adopt, amend or repeal the Second Amended and Restated Bylaws unless otherwise provided by the Company’s certificate of incorporation, and make various other technical, conforming, clarifying and administrative changes.

The Second Amended and Restated Bylaws also add a forum selection provision providing that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if such court does not have subject matter jurisdiction, the federal district court of the State of Delaware) will be the exclusive forum for certain internal corporate claims, including derivative actions, claims for breach of fiduciary duty, claims arising under the Delaware General Corporation Law, the Company’s certificate of incorporation or bylaws, and claims governed by the internal affairs doctrine, and that the federal district courts of the United States will be the exclusive forum for claims arising under the Securities Act of 1933, as amended; provided that the forum selection provision does not apply to claims arising under the Securities Exchange Act of 1934, as amended.

The foregoing summary of the amendments effected by the Second Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Bylaws of Nexalin Technology, Inc.
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: June 17, 2026	NEXALIN TECHNOLOGY, INC.

	/s/ Mark White
	Mark White
	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Nexalin updates bylaws and lowers quorum standard

Rhea-AI Filing Summary