Nexalin Technology, Inc.

false 0001527352 0001527352 2026-08-19 2026-08-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): August 19, 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. Securities Purchase Agreement On August 19, 2026, Nexalin Technology, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to such Investor in a registered direct offering 2,419,355 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, at an offering price of $0.31 per share (such registered direct offering, the “Registered Offering”). Pursuant to the Purchase Agreement, the Company also agreed to issue and sell to such Investor, in a concurrent private placement, common stock warrants (the “Common Warrants”) to purchase up to 1,209,677 shares of Common Stock (the “Common Warrant Shares”), at an exercise price of $0.50 per share. The Common Warrants will be immediately exercisable and will expire one year after the issuance date. The gross proceeds to the Company from the Registered Offering are expected to be approximately $750,000, before deducting offering expenses payable by the Company. In addition, if the holders of the Common Warrants exercise such warrants in full for cash, the Company would receive additional gross proceeds of approximately $604,839. However, the Company cannot predict when or if Common Warrants will be exercised for cash or exercised at all. The Common Warrants may be exercised only on a cashless basis if, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Common Warrant Shares to the holder thereof. The Registered Offering and concurrent private placement (collectively, the “Offerings”) are expected to close on or about August 20, 2026 (the “Closing Date”), subject to the satisfaction of customary closing conditions. The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-286711), which was declared effective by the Securities and Exchange Commission (the “SEC”) on April 29, 2025, and the base prospectus contained therein, as supplemented by a prospectus supplement, dated August 19, 2026,filed by the Company with the SEC on August 20, 2026. The Company has agreed to file a registration statement on Form S-1 or Form S-3 providing for the resale of the Common Warrant Shares as soon as practicable, and in any event within 20 business days following the date of the Purchase Agreement, and to use best efforts to cause such registration statement to become effective within 60 days (or 75 days in the event of a “full review” by the SEC) following the filing date thereof, and to keep such registration statement effective until the earlier of (i) the date on which the Investor no longer owns any Common Warrants or Common Warrant Shares and (ii) the date on which no Common Warrants are outstanding and all Common Warrant Shares may be sold pursuant to Rule 144 without regard to volume limitations. Maxim Group LLC (“Maxim”) acted as the Company’s non-exclusive financial advisor in connection with the Offerings pursuant to a financial advisory agreement, dated August 19, 2026, between the Company and Maxim (the “Financial Advisor Agreement”), pursuant to which the Company agreed to pay Maxim a non-refundable cash advisory fee of $100,000 upon the closing of the Offerings. The Company also agreed to indemnify Maxim against certain liabilities arising out of its engagement. Maxim did not act as an underwriter or placement agent in connection with the Offerings, and no underwriting discounts or commissions were payable in connection therewith. 1 Any Market Purchase Agreement Additionally, on August 19, 2026, the Company entered into an any market purchase agreement (the “AMPA”) with Alumni Capital LP (the “Purchaser”), which is also the Investor in the Offerings, whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $15 million (the “Investment Amount”) of shares (the “AMPA Shares”) of the Common Stock in a series of purchases. The term of the AMPA commences on the date the Purchaser receives the commitment fee described below and ends on the earliest of (i) the date on which the Common Stock ceases to trade on a principal market, (ii) the date on which the Purchaser shall have purchased AMPA Shares pursuant to the AMPA for an aggregate purchase price equal to the Investment Amount and (iii) December 31, 2027. During the term, and after the Resale Registration Statement (as defined below) has been declared effective by the SEC and the other conditions to the commencement of sales set forth in the AMPA have been satisfied, the Company may at its election cause the Purchaser to make a series of purchases of AMPA Shares, each up to $1 million, or up to $5 million upon mutual written agreement between the Purchaser and the Company; provided that, if the Company elects the second pricing option described below, the applicable purchase is further limited to 30% of the average daily trading volume of the Common Stock on the date the applicable purchase notice is delivered. The closing of each purchase pursuant to the AMPA will occur no later than