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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): September 30, 2022
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
(713)
660-1100
Registrant’s
telephone number, including area code: (303) 219-9771
(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
4.01 Changes in Registrant’s Certifying Accountant.
Based on information provided by the Company’s
independent registered public accounting firm, Friedman LLP, effective September 1, 2022 Friedman LLP combined with Marcum LLP and continued
to operate as an independent registered public accounting firm. On September 30, 2022, the Audit Committee of the Board of Directors of
the Company approved the dismissal of Friedman LLP and the engagement of Marcum LLP to serve as the independent registered public accounting
firm of the Company. The services previously provided by Friedman LLP will now be provided by Marcum LLP.
Friedman’s
reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles,
except that Friedman’s report dated April 7, 2022 contained an explanatory paragraph stating there was substantial doubt about
the Company’s ability to continue as a going concern.
During the two most recent fiscal years ended December
31, 2021 and 2020, and the subsequent interim period through September 30, 2022, there were no disagreements (as defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Friedman on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of
Friedman, would have caused Friedman to make reference to the subject matter of the disagreements in connection with its reports on the
Company’s consolidated financial statements for such years. Also, during this time, there were no “reportable events,”
as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Friedman with a copy of the above
disclosures and requested that Friedman furnish the Company with a letter addressed to the Securities and Exchange Commission stating
whether or not it agrees with the statements made above. A copy of Friedman’s letter dated September 30, 2022 is attached as Exhibit
16.1 to this Current Report on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm.
On September 30, 2022, the Company engaged Marcum
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, effective immediately.
During the fiscal years ended December 31, 2021 and 2020 and through September 30, 2022, neither the Company nor anyone on its behalf
consulted with Marcum regarding (i) the application of accounting principles to any specified transaction, either completed or proposed
or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report
nor oral advice was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,”
as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation
S-K.
Item
9.01 Financial Statements and Exhibits.
The
following exhibits are being filed herewith:
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:
October 3, 2022
