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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Item 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Employment Agreement with Justin Van Fleet
On July 17, 2025, Nexalin Technology, Inc. (the “Company”) and Justin Van Fleet entered into an employment agreement (the “Employment Agreement”), pursuant to which Mr. Van Fleet agreed to serve as the Chief Financial Officer of the Company, with the first date of employment to commence on August 1, 2025 (the “Commencement Date”). Prior to joining the Company, Mr. Van Fleet, a certified public accountant, was a partner at Marcum LLP and predecessor firm Friedman LLP. Pursuant to the Employment Agreement, Mr. Van Fleet will receive an annual base salary of $250,000. He will also receive a onetime grant of (x) 25,000 of unregistered shares of the Common Stock of the Company and (y) a stock option exercisable into 130,435 shares of the Company’s common stock on the grant date, each of the unregistered shares and stock option are subject to the terms of the Company’s 2023 Equity Incentive Plan, as amended. One half of the stock option will vest on the six-month anniversary of the Commencement Date, and the other one half of the option will vest on the one-year anniversary of such date. The Employment Agreement for Mr. Van Fleet provides for two discretionary bonus payments, both in the amount of $20,000 and determined, respectively, on the basis that Mr. Van Fleet shall remain employed with the Company through the end of 2025 and the term of the Employment Agreement of one year.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to its full text, a copy which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit Number | Description | |
| 10.1 | Employment Agreement, dated July 17, 2025, by and between Nexalin Technology, Inc. and Justin Van Fleet |
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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: July 21, 2025
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