UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC |
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. |
On April 29, 2025, Nexalin Technology, Inc., a Delaware corporation headquartered in Houston, Texas (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through Maxim Group LLC, as exclusive sales agent (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Shares”).
On May 5, 2025, in connection with the Company’s effective shelf registration statement on Form S-3 (File No. 333-286711) (the “Registration Statement”), the Company entered into Amendment No. 1 (the “Amendment”) to the equity distribution agreement, dated April 29, 2025 (the “Equity Distribution Agreement”) with the Agent. The Amendment was entered into by and between the Company and the Agent in order to reduce the maximum amount of shares of the Company’s common stock that may be issued and sold through the Agent, from an aggregate offering price from $9,777,825 to an aggregate offering price of up to $3,100,000. As of May 5, 2025, up to approximately $3,100,000 million in aggregate amount of the Shares remain available for sale under the ATM Program.
Further details regarding the Equity Distribution Agreement, as amended by the Amendment, and the ATM Program are set forth in the Company’s prospectus supplement, dated May 5, 2025 (the “New ATM Prospectus Supplement”) and the accompanying prospectus, dated April 29, 2025 (together with the New ATM Prospectus Supplement, the “Prospectus”), filed by the Company with the Securities and Exchange Commission.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. A copy of the opinion of Warshaw Burstein relating to the legality of the issuance and sale of the Shares pursuant to the Prospectus is attached as Exhibit 5.1 hereto.
The Shares, if any, will be issued pursuant to the Registration Statement dated April 29, 2025, and the New ATM Prospectus Supplement dated May 5, 2025, and the Prospectus, as supplemented from time to time.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 5.1 | Opinion of Warshaw Burstein, LLP | |
| 10.1 | Amendment No. 1 to Equity Distribution Agreement |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| NEXALIN TECHNOLOGY, INC. | ||
| By: | /s/ Mark White | |
| Mark White | ||
| Chief Executive Officer | ||
Dated: May 5, 2025
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