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| Brian C. Daughney | |
| EMAIL: bdaughney@wbny.com | |
| DIRECT DIAL: (212) 984-7797 |
May 31, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Attention: Joshua Gorsky
| Re: | Nexalin Technology, Inc. |
Amendment No. 6 to Registration Statement on Form S-1
File No. 333-261989
Ladies and Gentlemen:
We are submitting this letter on behalf of Nexalin Technology, Inc. (the “Company” or “Nexalin”) in connection with the filing of Amendment No.6 to the Company’s Form S-1 (Registration No. 333-261989) filed with the Commission on May 31, 2022 (the “Registration Statement”).
Amendment No. 6 to the Registration Statement is being filed solely to removed references to any underwriter’s warrants which have now been removed as compensation payable to the underwriters.. No changes to the financial statements, operations or any disclosures have been made from Amendment No. 5 previously filed. We have also removed the form of underwriters warrant as an exhibit.
Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 984-7797.
| WARSHAW BURSTEIN, LLP | ||
| By: | /s/ Brian C. Daughney | |
| Brian C. Daughney, Esq. | ||
cc: Mark White, CEO