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): March 7, 2024

 

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 5.07 Submission of Maters to a Vote of Security Holders.

 

A special meeting (the “Special Meeting”) of the stockholders of Nexalin Technology, Inc. (the “Company”) was convened at 10:00 a.m. Eastern time on March 7, 2024.  Of the 7,436,362 shares of the Company’s common stock, par value $0.001 per share (the “common stock”), outstanding at the close of business on January 17, 2024, the record date for the Special Meeting, 4,587,248 shares of common stock were present or represented by proxy at the Special Meeting. At the Special Meeting, the Company’s stockholders voted on the two proposals described below. The final voting results for each proposal are set forth below.



Proposal One: Approval of an amendment to the Company’s Certificate of Incorporation, as amended to date (the “Reverse Stock Split Amendment”), to effect a reverse stock split of the Company’s common stock and give the Company’s Board of Directors the authority to determine whether filing such Reverse Stock Split Amendment is necessary and, if so, the ratio of such split:

 

For	Against	Abstained
4,304,448	259,736	23,064

 

Proposal Two: Approval of the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1:

 

For	Against	Abstained
4,442,221	112,047	32,980

 

 

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: March 20, 2024