Nexalin Technology (NXL) draws new near-10% investor stake

Rhea-AI Filing Summary

Nexalin Technology, Inc. (NXL) reports that Alumni Capital LP, together with Alumni Capital GP LLC and Ashkan Mapar, has beneficial ownership of 2,493,075 shares of common stock, representing 9.99% of the outstanding shares. This stake comes from shares already held, plus shares that may be acquired under financing agreements.

The position reflects securities acquired or acquirable under an August 19, 2026 Securities Purchase Agreement, an Any Market Purchase Agreement, and related common and pre-funded warrants. These instruments are subject to a contractual 9.99% Ownership Limitation, which restricts Alumni Capital and its affiliates from exceeding 9.99% beneficial ownership of Nexalin’s common stock.

Key Figures

Beneficially owned shares: 2,493,075 shares Percent of class: 9.99% Shares outstanding: 22,462,632 shares +3 more

6 metrics

Beneficially owned shares 2,493,075 shares Shares beneficially owned by Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar

Percent of class 9.99% Beneficial ownership percentage of Nexalin common stock

Shares outstanding 22,462,632 shares Nexalin common shares outstanding as of August 14, 2026

Currently owned shares 2,419,354 shares Shares of Nexalin common stock currently owned by Alumni Capital LP

Warrant shares acquirable 73,721 shares Shares acquirable upon exercise of outstanding warrants as of the report date

Ownership Limitation 9.99% Maximum beneficial ownership allowed for Alumni Capital and affiliates

Key Terms

Securities Purchase Agreement, Any Market Purchase Agreement, Pre-Funded Warrant, beneficial ownership, +1 more

5 terms

Securities Purchase Agreement financial

"pursuant to (i) a Securities Purchase Agreement dated August 19, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Any Market Purchase Agreement financial

"(iii) an Any Market Purchase Agreement dated August 19, 2026"

Pre-Funded Warrant financial

"(iv) a pre-funded warrant to purchase common stock dated August 19, 2026"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

beneficial ownership financial

"result in the beneficial ownership by the Fund and its affiliates to exceed 9.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Ownership Limitation financial

"would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation")"

FAQ

What percentage of Nexalin Technology, Inc. (NXL) does Alumni Capital beneficially own?

Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar report beneficial ownership of 9.99% of Nexalin Technology, Inc.’s common stock, corresponding to 2,493,075 shares when including shares issuable under certain agreements and warrants subject to a 9.99% Ownership Limitation.

How many Nexalin (NXL) shares does Alumni Capital currently own outright?

Alumni Capital LP currently owns 2,419,354 shares of Nexalin Technology, Inc. common stock as of the reporting date. Additional shares may be acquired under outstanding warrants and purchase agreements, but these are limited by a 9.99% Ownership Limitation.

What agreements give Alumni Capital additional rights to acquire Nexalin (NXL) shares?

Alumni Capital’s rights arise from a Securities Purchase Agreement, an Any Market Purchase Agreement, a common stock warrant, and a pre-funded warrant, all dated August 19, 2026. These contracts allow or require share purchases under specified conditions, subject to the 9.99% Ownership Limitation.

What is the 9.99% Ownership Limitation mentioned for Nexalin (NXL)?

The Ownership Limitation restricts Alumni Capital and its affiliates from acquiring Nexalin shares if such acquisition would cause their beneficial ownership to exceed 9.99% of the company’s outstanding common stock, including shares issuable under warrants and purchase agreements.

On what share count is Alumni Capital’s 9.99% Nexalin (NXL) ownership based?

The 9.99% figure is calculated based on 22,462,632 shares outstanding as of August 14, 2026, plus 2,419,354 shares acquired under the Securities Purchase Agreement and additional shares that may be acquired under warrants and purchase agreements, all subject to the Ownership Limitation.

How many Nexalin (NXL) shares can Alumni Capital acquire from warrants as of the report date?

As of the report date, Alumni Capital has the right to acquire 73,721 shares of Nexalin Technology, Inc. common stock upon exercise of outstanding warrants, calculated based on the 9.99% Ownership Limitation on beneficial ownership.

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Available on EDGAR 08/27/2026 - 06:15 AM Accepted by SEC EDGAR 08/27/2026 - 06:15 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

NEXALIN TECHNOLOGY, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

65345B201

(CUSIP Number)

08/19/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 65345B201

1

Names of Reporting Persons

Alumni Capital LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,493,075.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,493,075.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,493,075.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 65345B201

1

Names of Reporting Persons

Alumni Capital GP LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,493,075.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,493,075.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,493,075.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP Number(s): 65345B201

1

Names of Reporting Persons

Ashkan Mapar

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,493,075.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,493,075.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,493,075.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: NEXALIN TECHNOLOGY, INC.
(b)	Address of issuer's principal executive offices: 1776 Yorktown, Suite 550 Houston, TX 77056
Item 2.
(a)	Name of person filing: This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons". The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner.
(b)	Address or principal business office or, if none, residence: The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)	Citizenship: Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 65345B201
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Alumni Capital LP - 2,493,075* Alumni Capital GP LLC - 2,493,075* Ashkan Mapar - 2,493,075* *The shares of common stock (the "Shares") of Nexalin Technology, Inc. (the "Issuer") reported herein represent Shares acquired, or that may be acquired, by Alumni Capital LP (the "Fund") pursuant to (i) a Securities Purchase Agreement dated August 19, 2026 between the Issuer and the Fund (the "SPA"), (ii) a warrant to purchase up common stock dated August 19, 2026 (the "Common Warrant"), (iii) an Any Market Purchase Agreement dated August 19, 2026, between the Issuer and the Fund (the "AMPA" and together with the SPA, the "Purchase Agreements"), and (iv) a pre-funded warrant to purchase common stock dated August 19, 2026 (the "Pre-Funded Warrant" and together with the Common Warrant, the "Warrants"). Under the Commitment Warrants, the Fund may acquire Shares in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One such limitation is that the Fund is prohibited from acquiring any Shares under the Warrants, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation"). The Fund may change the Ownership Limitation any other percentage not in excess of 9.99% upon written agreement of the Fund and the Issuer. Furthermore, under the Purchase Agreements, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreements, as applicable. One of such limitations is that the Fund is prohibited from acquiring any Shares under either Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed the Ownership Limitation. The Fund may increase or decrease the Ownership Limitation to any other percentage not in excess of 9.99% upon written agreement of the Fund and the Issuer. As such, the percent of class reported herein is giving effect to the Purchase Agreement Ownership Limitation, and it is based upon the Issuer's Prospectus on Form 424B3 filed with the SEC on August 20, 2026 that there were 22,462,632 Shares outstanding as of August 14, 2026, plus 2,419,354 Shares that the Reporting Persons acquired pursuant to the SPA, plus the number of Shares that the Reporting Persons may acquire at the direction of the Issuer and/or upon exercise of all the Warrants (subject to the Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act. For the sake of clarity, the Fund currently owns 2,419,354 Shares as of the date of the filing, has the right to acquire 73,721 Shares upon exercise of outstanding Warrants as of the date of the filing (based on the Ownership Limitation), and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement and the Common Warrants. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)	Percent of class: Alumni Capital LP - 9.99% Alumni Capital GP LLC - 9.99% Ashkan Mapar - 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0
	(ii) Shared power to vote or to direct the vote: Alumni Capital LP - 2,493,075* Alumni Capital GP LLC - 2,493,075* Ashkan Mapar - 2,493,075*
	(iii) Sole power to dispose or to direct the disposition of: Alumni Capital LP - 0 Alumni Capital GP LLC - 0 Ashkan Mapar - 0
	(iv) Shared power to dispose or to direct the disposition of: Alumni Capital LP - 2,493,075* Alumni Capital GP LLC - 2,493,075* Ashkan Mapar - 2,493,075*
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Alumni Capital LP

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:	08/26/2026

Alumni Capital GP LLC

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:	08/26/2026

Ashkan Mapar

Signature:	/s/ Ashkan Mapar
Name/Title:	Ashkan Mapar, Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
Date:	08/26/2026

Exhibit Information

A. Agreement of Joint Filing