false 0001527352 0001527352 2025-06-06 2025-06-06 0001527352 nxl:CommonStockParValue0.001PerShareMember 2025-06-06 2025-06-06 0001527352 nxl:WarrantsEachExercisableForOneShareOfCommonStockMember 2025-06-06 2025-06-06 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): June 6, 2025

 

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, TX 77056

Registrant’s telephone number, including area code: (832) 260-0222

 

 

(Former name or former address, if changed since last report)

 

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(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   NXL   The Nasdaq Stock Market LLC
         
Warrants, each exercisable for one share of Common Stock   NXLIW   The Nasdaq 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 8.01. Other Events.

 

As previously reported on a Current Report on Form 8-K filed by Nexalin Technology, Inc. (the “Company”) with the U.S. Securities and Exchange Commission on May 6, 2025, on May 4, 2025, the Company entered into an underwriting agreement with Maxim Group LLC (the “Representative”), pursuant to which the Company agreed to sell to the Representative, in a firm commitment public offering, 3,850,000 shares of the Company’s common stock, par value $0.001 per share, for a public offering price of $1.30 per share. The Company also granted the Representative a 45-day over-allotment option to purchase up to 577,500 shares of the Company’s common stock (the “Option Shares”).

 

On June 5, 2025, the Representative partially exercised its option, and on June 6, 2025, the Company closed the offering of 240,000 of the Option Shares to the Representative, at a price of $1.30 per share, for aggregate gross proceeds of $312,000, less applicable underwriter discounts.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
104   Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

 

 1 

 

 

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: June 9, 2025

 

 2