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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): May 31, 2023
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 1.01. | Entry into a Material Definitive Agreement. |
On May 31, 2023, Nexalin Technology, Inc. (the “Company”) formalized an agreement related to the formation of a joint venture established to engage in the clinical development, marketing, sale and distribution of Nexalin’s second generation transcranial Alternating Current Stimulation (“tACS”) devices (“Gen-2 devices”) in China and the greater Asia Pacific region.
In connection with the formation of the joint venture, to be conducted through a company newly-formed under the laws of Hong Kong (the “JV”), and pursuant to the Joint Venture Agreement (“JV Agreement”) entered into between the company and Wider Come Limited (“Wider”), the Company granted the JV a license to commercialize and exploit certain of the Company’s products and technologies in certain designated territories.
Under the JV Agreement, Wider will be obligated to fund all of the JV’s operating expenses during the initial 12-month period, after which the responsibility for such operating expenses will be allocated in accordance with the pro rata ownership of the JV. Wider and Nexalin will own 52% and 48% of the JV, respectively.
The foregoing description of the material terms of the JV Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the JV Agreement, which the Company intends to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2023.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | Description | |
| 99.1 | Nexalin Technology, Inc. and Wider Come Limited Announce Joint Venture Agreement to Advance Commercialization of Nexalin’s tACS Devices in the Asia Pacific Region | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) |
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 2, 2023
Exhibit 99.1
Nexalin
Technology, Inc. and Wider Come Limited Announce Joint Venture Agreement to
Advance Commercialization of Nexalin’s tACS Devices
in the Asia Pacific Region
Wider
Come to fund and conduct a total of four clinical trials,
spanning insomnia, depression and other indications
HOUSTON, TEXAS, June 1, 2023 – Nexalin Technology, Inc. (the “Company” or “Nexalin”) (Nasdaq: NXL; NXLIW) today announced it has formalized a joint venture arrangement (“JV”) with Wider Come Limited (“Wider”). The JV, to be conducted through a company newly-formed under the laws of Hong Kong, will be engaged in the clinical development, marketing, sale and distribution of Nexalin’s second generation transcranial Alternating Current Stimulation (“tACS”) devices (“Gen-2 devices”) in China and the greater Asia Pacific region. In addition, Wider is contractually obligated to fund, have conducted and have published the results of four separate clinical trials evaluating the treatment of patients with insomnia, depression, and other indications, utilizing Nexalin’s Gen-2 devices.
Previously, Wider served as an authorized distributor of the Company’s Gen-2 devices in Asia. Wider’s role is expanded under the newly-formalized JV to include the funding of all operations of the JV for the next 12 months, after which Nexalin and Wider plan to jointly fund the JV’s operating expenses in accordance with their pro rata ownership. Wider and Nexalin will own 52% and 48% of the JV, respectively.
Mark White, CEO of Nexalin Technology, stated, “This joint venture marks an important milestone that we believe will advance the clinical development and commercial rollout of our neurostimulation technology. We appreciate the continued support from Wider, which initially commenced with the sales of our Gen-2 devices in China following approval by China’s National Medical Products Administration (NMPA). Moreover, Wider began funding, and commenced, additional clinical trials of our neurostimulation technology across a variety of indications, prior to the formalization of this joint venture agreement. These trials should not only help with sales in China and the greater Asia-Pacific region, but also provide valuable data to support clinical and commercial activities in North America and elsewhere. We continue to benefit from Wider’s deep industry relationships, including many of the leading psychiatric centers across China, as well as the expertise of its CEO, Patrick Zhu, a neurosurgeon heading up clinical research for the joint venture in China. Our strategy is to bring our effective and drug-free therapy to patients with mental health issues throughout the world.”
About Nexalin Technology, Inc.
Nexalin designs and develops innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. All of Nexalin’s products are non-invasive and undetectable to the human body and developed to provide relief to those afflicted with mental health issues. Nexalin utilizes bioelectronic medical technology to treat mental health issues. Nexalin believes its neurostimulation medical devices can penetrate structures deep in the mid-brain that are associated with mental health disorders. Nexalin believes the deeper penetrating waveform in its next-generation devices will generate enhanced patient response without any adverse side effects. The Nexalin tACS device was recently approved in China by the National Medical Products Administration (NMPA) for the treatment of insomnia and depression. Additional information about the Company is available at: https://nexalin.com/.
FORWARD-LOOKING
STATEMENTS
This press release contains statements that constitute “forward-looking statements,” These statements relate to future events or Nexalin’s future financial performance. Any statements that refer to expectations, projections or other characterizations of future events or circumstances or that are not statements of historical fact (including without limitation statements to the effect that Nexalin or its management “believes”, “expects”, “anticipates”, “plans”, “intends” and similar expressions) should be considered forward looking statements that involve risks and uncertainties which could cause actual events or Nexalin’s actual results to differ materially from those indicated by the forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s Report on Form 10-K for the year ended December 31, 2022 and other filings as filed with the Securities and Exchange Commission. Copies of such filings are available on the SEC’s website, www.sec.gov. Such forward-looking statements are made as of the date hereof and may become outdated over time. Such forward-looking statements are made as of the date hereof and may become outdated over time. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Crescendo Communications, LLC
Tel: (212) 671-1020
Email: NXL@crescendo-ir.com