[Form 4] Nexalin Technology, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 17-Jul-2025 Nexalin Technology (NXL) granted Director and 10% owner Marilyn Elson a total of 300,000 stock options at an exercise price of $1.15. The award consists of 150,000 options exercisable immediately and five additional tranches of 30,000 options that become exercisable annually from 01-Aug-2025 through 01-Aug-2029; all options expire 17-Jul-2030. After the grant, Elson and joint filer Leonard Osser beneficially own 436,000 derivative securities tied to NXL common stock. No shares were sold, and the options were granted at no upfront cost, suggesting standard incentive compensation rather than a cash investment.

Positive

• 300,000 new options deepen insider economic exposure, potentially aligning management interests with shareholders.
• Staggered vesting through 2029 encourages long-term commitment and continuity of leadership.

Negative

• Potential dilution rises as total derivative holdings climb to 436,000 shares.
• Grant was not an open-market purchase, so signaling effect is weaker than if insider used personal funds.

Insights

Securities Analyst

TL;DR: Insider received 300k options; raises alignment but limited immediate market impact.

The Form 4 shows a sizeable option grant to a controlling insider at a modest $1.15 strike, roughly reflecting market price. While the new 436k option position strengthens management’s economic stake, it is not an open-market purchase, so it provides weaker bullish signaling compared with a cash buy. The staggered vesting schedule encourages long-term performance, yet the 300k additional options increase potential dilution. Given Nexalin’s small float, investors should monitor cumulative option overhang but treat the filing as largely neutral for near-term price action.

Corporate Governance Specialist

TL;DR: Routine incentive grant; dilution risk balanced by retention benefits.

The option package aligns director/10% owner interests with shareholders by tying value to future share appreciation through 2030. The absence of performance conditions, however, means alignment relies solely on share price, which may be less rigorous than multi-metric LTIP structures. From a governance view the joint filing clarifies shared control between Elson and Osser. Overall impact is neutral: incentive value gained, but shareholder dilution rises if options are exercised.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Elson Marilyn

(Last) (First) (Middle)

32 CAMLET COURT

(Street)

ROSELAND NJ 07068

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nexalin Technology, Inc. [ NXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$1.15	07/17/2025		A		150,000		07/17/2025	07/17/2030	Common Stock	150,000	$0	286,000	D
Stock Option (right to buy)	$1.15	07/17/2025		A		30,000		08/01/2025	07/17/2030	Common Stock	30,000	$0	316,000	D
Stock Option (right to buy)	$1.15	07/17/2025		A		30,000		08/01/2026	07/17/2030	Common Stock	30,000	$0	346,000	D
Stock Option (right to buy)	$1.15	07/17/2025		A		30,000		08/01/2027	07/17/2030	Common Stock	30,000	$0	376,000	D
Stock Option (right to buy)	$1.15	07/17/2025		A		30,000		08/01/2028	07/17/2030	Common Stock	30,000	$0	406,000	D
Stock Option (right to buy)	$1.15	07/17/2025		A		30,000		08/01/2029	07/17/2030	Common Stock	30,000	$0	436,000	D

1. Name and Address of Reporting Person^*

Elson Marilyn

(Last) (First) (Middle)

32 CAMLET COURT

(Street)

ROSELAND NJ 07068

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OSSER LEONARD

(Last) (First) (Middle)

32 CAMLET COURT

(Street)

ROSELAND NJ 07068

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Spouse

Explanation of Responses:

Remarks:

Includes shares that Reporting Person owns with spouse Leonard Osser and for which Reporting Person has shared voting and dispositive power with spouse. Form 4 filed as joint ownership filing

	/s/ Marilyn Elson Name: Marilyn Elson.	07/21/2025
	/s/ Leonard Osser Name: Leonard Osser	07/21/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many stock options did NXL grant to Marilyn Elson on 17-Jul-2025?

300,000 options were granted in one immediate tranche of 150,000 and five future tranches of 30,000 each.

What is the exercise price of the new Nexalin Technology options?

The options carry an exercise price of $1.15 per share.

When do the 30,000-share option tranches begin to vest?

They become exercisable annually starting 01-Aug-2025 and continue each August through 2029.

What is Marilyn Elson’s total derivative holding after the grant?

Elson and spouse Leonard Osser now beneficially own 436,000 stock options tied to NXL common stock.

Did the Form 4 report any sales of Nexalin shares?

No. The filing only discloses an acquisition of options; no shares were sold or disposed.