United States securities and exchange commission logo





                               November 19, 2021

       Mark White
       Chief Executive Officer
       Nexalin Technology, Inc.
       1776 Yorktown, Suite 550
       Houston, TX 77056

                                                        Re: Nexalin Technology,
Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted November
2, 2021
                                                            CIK No. 0001527352

       Dear Mr. White:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
November 2, 2021

       Cover Page

   1.                                                   We note that you expect
to conduct a material portion of your research and a portion of
                                                        your operations in
China through a joint venture. Please disclose this prominently on the
                                                        prospectus cover page.
Your disclosure should make clear whether these risks could
                                                        result in a material
change in your operations and/or the value of your common stock or
                                                        could significantly
limit or completely hinder your ability to offer or continue to offer
                                                        securities to investors
and cause the value of such securities to significantly decline or be
                                                        worthless. Your
disclosure should address how recent statements and regulatory actions
                                                        by China   s
government, such as those related to the use of variable interest entities and
                                                        data security or
anti-monopoly concerns, has or may impact the company   s ability to
 Mark White
FirstName LastNameMark
Nexalin Technology, Inc. White
Comapany 19,
November  NameNexalin
              2021      Technology, Inc.
November
Page 2    19, 2021 Page 2
FirstName LastName
         conduct its business, accept foreign investments, or list on an U.S.
or other foreign
         exchange. Your prospectus summary should address, but not necessarily
be limited to, the
         risks highlighted on the prospectus cover page.
2.       Provide a clear description of how cash is transferred through your
organization. Describe
         any restrictions on foreign exchange and your ability to transfer cash
between entities,
         across borders, and to U.S. investors. Describe any restrictions and
limitations on your
         ability to distribute earnings from your businesses, including joint
ventures, subsidiaries
         and/or consolidated VIEs, to the parent company and U.S. investors.
Prospectus Summary, page 2

3.       In your summary of risk factors, disclose the risks related to doing
business in China
         poses to investors. In particular, describe the significant
regulatory, liquidity, and
         enforcement risks with cross-references to the more detailed
discussion of these risks in
         the prospectus. For example, specifically discuss risks arising from
the legal system in
         China, including risks and uncertainties regarding the enforcement of
laws and that rules
         and regulations in China can change quickly with little advance
notice; and the risk that
         the Chinese government may intervene or influence your operations at
any time, or may
         exert more control over offerings conducted overseas and/or foreign
investment in China-
         based issuers, which could result in a material change in your
operations and/or the value
         of your common stock. Acknowledge any risks that any actions by the
Chinese
         government to exert more oversight and control over offerings that are
conducted overseas
         and/or foreign investment in China-based issuers could significantly
limit or completely
         hinder your ability to offer or continue to offer securities to
investors and cause the value
         of such securities to significantly decline or be worthless.
4.       Disclose each permission that you are required to obtain from Chinese
authorities to
         operate and issue these securities to foreign investors. State
affirmatively whether you
         have received all requisite permissions and whether any permissions
have been
         denied. Please disclose the consequences to you and your investors if
you inadvertently
         conclude that approvals are not required, or applicable laws,
regulations, or interpretations
         change.
Overview, page 3

5.       We note your response to prior comment 2 and reissue in part. Please
provide the basis
         for your statement that "[t]he stigma of expensive psychotherapy or
pharmaceutical
         medication with side effects and dependency issues will be replaced
with clinically
         proven, safe and cost-effective technology that is undetectable to the
patient during
         treatment."
6.       We note your response to prior comment 3 and reissue. Please revise
the Overview
         section of the Summary to clarify, if true, that your device was
subject to a reclassification
         by the FDA and that in order to receive approval for the treatment of
depression, a new
         pre-market application is required for this indication. With respect
to your insomnia and
 Mark White
FirstName LastNameMark
Nexalin Technology, Inc. White
Comapany 19,
November  NameNexalin
              2021      Technology, Inc.
November
Page 3    19, 2021 Page 3
FirstName LastName
         anxiety indications, please also revise the Overview section of the
Summary to clarify
         whether you have completed the required special control trials and the
new 510(k) filing
         that you reference on page 14.
7.       We note your response to prior comment 4 and your revised disclosure
on pages 3, 34, 43,
         and 46 regarding your statements that "based on responses from [y]our
clinical providers,"
         the alternating current waveform "has proven to be highly effective in
stimulating a
         positive response from the mid-brain structures;" that your
alternating current waveform
         "is safely administered to the human brain;" and that your Gen-2
device "will generate
         enhanced patient response[.]" We reissue in part our prior comment. It
is premature for
         you to suggest that all of your products, including your Gen-2 and
Gen-3 devices, will be
         determined to be safe and effective. Please revise your
characterizations of results to
         discuss the data, rather than drawing conclusions from the results.
Risk Factors, page 9

8.       To the extent that your joint venture uses or may use a variable
interest entity structure to
         conduct China-based operations, please revise your risk factors to
acknowledge that if the
         PRC government determines that the contractual arrangements
constituting part of your
         VIE structure do not comply with PRC regulations, or if these
regulations change or are
         interpreted differently in the future, your shares may decline in
value or be worthless if
         you are unable to assert your contractual control rights over the
assets of your PRC
         subsidiaries that may conduct all or substantially all of your
operations.
9.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your common stock. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
10.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
11.      We note from the audit opinion that you have a U.S. based auditor that
is registered with
         the PCAOB and currently subject to PCAOB inspection. Please disclose
any material
         risks to the company and investors if it is later determined that the
PCAOB is unable to
         inspect or investigate completely your auditor because of a position
taken by an authority
         in a foreign jurisdiction. For example, disclose the risk that lack of
inspection could cause
 Mark White
Nexalin Technology, Inc.
November 19, 2021
Page 4
         trading in your securities to be prohibited under the Holding Foreign
Companies
         Accountable Act and as a result an exchange may determine to delist
your securities.
12.      Please expand your risk factor disclosure to discuss that the United
States Senate passed
         the Accelerating Holding Foreign Companies Accountable Act, which, if
enacted, would
         decrease the number of non-inspection years from three years to two,
thus reducing the
         time period before your securities may be prohibited from trading or
delisted.
13.      Please tell us your consideration of whether the PRC Scientific Data
Measures presents a
         risk to your business that should be disclosed here. We note that you
may be restricted
         from transferring your scientific data abroad, such as your
preclinical and/or clinical
         studies conducted within China, or to your foreign partners in China.
Please tell us which
         parts of your business are relevant to this consideration. Please also
clarify the risk factor
         on page 17 to disclose whether the PRC could prevent you from seeking
foreign approval
         and commercialization of your product candidates.
We may require substantial additional funding to meet our financial needs and
to pursue our
business objectives, page 10

14.      We note your response to prior comment 7 and your revised disclosure
on page 10 stating
         that the use of the net proceeds will enable you to fund your
operating expenses and
         capital expenditure requirements through calendar year 2023. However,
we were unable
         to locate specific disclosure that provides a basis for the statement
that you expect to be
         cash flow positive in 2023. Please revise your disclosure to more
clearly explain the basis
         for this statement.
Our amended and restated certificate of incorporation will provide that the
Court of Chancery of
the State of Delaware..., page 27

15.      We note your response to prior comment 11 and your revised disclosure
stating that there
         is uncertainty as to whether a court would enforce your exclusive
forum provision and that
         provision may result in increased costs for investors to bring a
claim. We reissue in part
         our prior comment. Please revise to disclose whether this provision
applies to actions
         arising under the Exchange Act.
Next Generations, page 48

16.    We note your response to prior comment 16 and your revised disclosures
regarding your
       hypotheses about your new advanced waveform and the current pilot study.
We also note
       your statement that "deeper penetration also enhances patient response .
.. . ." We reissue
       in part our prior comment. Please revise this and similar statements to
eliminate
FirstName LastNameMark White
       conclusions or predictions that your device is safe and effective as
determinations of
Comapany    NameNexalin
       safety and efficacyTechnology,    Inc. the authority of the FDA. In your
revised disclosure,
                            are solely within
       please
November   19,discuss  the data,
                2021 Page  4 rather than drawing conclusions from the results.
FirstName LastName
 Mark White
FirstName LastNameMark
Nexalin Technology, Inc. White
Comapany 19,
November  NameNexalin
              2021      Technology, Inc.
November
Page 5    19, 2021 Page 5
FirstName LastName
Summary of Current Clinical Trial Strategy for the Joint Venture, page 51

17.      We note your response to prior comment 21 and your revised disclosure
that "[c]linical
         providers have indicated to [you] a strong and positive response from
treatment-resistence
         patients." We reissue in part our prior comment. Please revise
statements that trial results
         "would further bolster your FDA approval process demonstrating both
safety and
         efficacy," to eliminate conclusions or predictions that your product
candidates are
         effective as determinations of efficacy are solely within the
authority of the FDA.
Regulatory Strategy, page 53

18.      We note your response to prior comment 22 and your revised disclosure
on page 53
         related to the deadline to submit clinical testing data to the FDA. We
reissue in part our
         prior comment. Please revise to clarify whether you are permitted to
continue marketing
         your Gen-1 device for the treatment of anxiety and insomnia before the
amended 510(k)
         application is approved by the FDA.
Intellectual Property Matrix, page 54

19.      We note your response to prior comment 23 and your revised disclosure
on the intellectual
         property matrix. Please revise further to clarify the patent
expiration dates for all issued
         patents as well as the expected expiration dates for pending patent
applications.
Board of Advisors, page 66

20.      Please file the board of advisors agreements with Tucker Anderson,
Leonard Osser, and
         Gian Domenic Trombetta as exhibits pursuant to Item 601(b)(10) of
Regulation S-K or
         tell us why such filings are not required.
       You may contact Gary Newberry at 202-551-3761 or Terence O'Brien at
202-551-3355 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Joshua Gorsky at 202-551-7836 or Jeffrey Gabor at 202-551-2544 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Life
Sciences
cc:      Martin Siegel, Esq.