Nexalin Technology (NXL) 10-Q10 May 242024 Q1 Quarterly reportFinancial data

Company Profile

Cover

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 09, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41507
Entity Registrant Name	NEXALIN TECHNOLOGY, INC.
Entity Central Index Key	0001527352
Entity Tax Identification Number	27-5566468
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1776 Yorktown
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	(832)
Local Phone Number	260-0222
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,436,562
Common stock, par value $0.001 per share
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	NXL
Security Exchange Name	NASDAQ
Warrants, exercisable for one share of Common Stock
Title of 12(b) Security	Warrants, exercisable for one share of Common Stock
Trading Symbol	NXLIW
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS (Un

CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 546,255	$ 580,230
Short-term investments	1,597,687	2,368,203
Accounts receivable (Includes related party of $100 and $3,614, respectively)	3,666	9,369
Inventory	153,668	156,420
Prepaid expenses and other current assets	261,977	315,670
Total Current Assets	2,563,253	3,429,892
ROU Asset		496
Intangible assets, net	169,174	105,528
Equity method investment	101,783	96,000
Total Assets	2,834,210	3,631,916
Current Liabilities:
Accounts payable	151,510	159,534
Accrued expenses	355,713	261,284
Lease liability, current portion		4,463
Total Current Liabilities	507,223	425,281
Total Liabilities	507,223	425,281
Stockholders’ Equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 7,436,562 shares issued and outstanding at March 31, 2024 and December 31, 2023	7,437	7,437
Accumulated other comprehensive income (loss)	(245)	(405)
Additional paid in capital	80,399,001	80,237,652
Accumulated deficit	(78,079,206)	(77,038,049)
Total Stockholders’ Equity	2,326,987	3,206,635
Total Liabilities and Stockholders’ Equity	$ 2,834,210	$ 3,631,916

CONSOLIDATED BALANCE SHEETS (_2

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Accounts receivable, related party	$ 100	$ 3,614
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	7,436,562	7,436,562
Common stock, shares outstanding	7,436,562	7,436,562

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenues, net (Includes related party of $300 and $0 for the three months ended March 31, 2024 and March 31, 2023, respectively)	$ 78,671	$ 30,560
Cost of revenues	9,156	7,110
Gross profit	69,515	23,450
Operating expenses:
Professional fees	227,829	158,600
Salaries and benefits	326,417	299,323
Selling, general and administrative	588,981	344,953
Total operating expenses	1,143,227	802,876
Loss from operations	(1,073,712)	(779,426)
Other income (expense), net:
Interest income (expense), net	304	(8,837)
Gain on sale of short-term investments	24,946	38,772
Other income	1,522	1,077
Total other income (expense), net	26,772	31,012
Loss before equity in net earnings of affiliate	(1,046,940)	(748,414)
Equity in net earnings of affiliate	5,783
Net loss	(1,041,157)	(748,414)
Other comprehensive income (loss):
Unrealized gain from short-term investments	160	41,069
Comprehensive loss	$ (1,040,997)	$ (707,345)
Net loss per share attributable to common stockholders - Basic	$ (0.14)	$ (0.10)
Net loss per share attributable to common stockholders - Diluted	$ (0.14)	$ (0.10)
Weighted Average Shares Outstanding - Basic	7,436,562	7,286,562
Weighted Average Shares Outstanding - Diluted	7,436,562	7,286,562

CONSOLIDATED STATEMENTS OF OP_2

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue from related parties	$ 300	$ 0

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Common Stock [Member]	AOCI Attributable to Parent [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2022	$ 7,287	$ 36,313	$ 77,824,427	$ (72,389,340)	$ 5,478,687
Beginning balance, shares at Dec. 31, 2022	7,286,562
Other comprehensive gain		4,756			4,756
Net loss				(748,414)	(748,414)
Ending balance, value at Mar. 31, 2023	$ 7,287	41,069	77,824,427	(73,137,754)	4,735,029
Ending balance, Shares at Mar. 31, 2023	7,286,562
Beginning balance, value at Dec. 31, 2023	$ 7,437	(405)	80,237,652	(77,038,049)	3,206,635
Beginning balance, shares at Dec. 31, 2023	7,436,562
Other comprehensive gain		160			160
Stock compensation			161,349		161,349
Net loss				(1,041,157)	(1,041,157)
Ending balance, value at Mar. 31, 2024	$ 7,437	$ (245)	$ 80,399,001	$ (78,079,206)	$ 2,326,987
Ending balance, Shares at Mar. 31, 2024	7,436,562

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,041,157)	$ (748,414)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation	161,349
Depreciation		134
Amortization	2,662	660
Non-cash lease expense	496	1,371
Gain on sale of short-term investments	(24,946)	(38,772)
Share of net income from equity method investment	(5,783)
Changes in operating assets and liabilities:
Accounts receivable	100	1,325
Accounts receivable - related party	5,603
Prepaid assets	53,693	30,952
Inventory	2,752	(3,900)
Accounts payable - related party		(250,000)
Accounts payable	(8,024)	(353,609)
Accrued expenses	94,429	57,838
Lease liability	(4,463)	(12,234)
Net cash used in operating activities	(763,289)	(1,314,649)
Cash flows from investing activities:
Sale of short-term investments	6,235,053	11,599,356
Purchase of short-term investments	(5,439,431)	(10,022,293)
Purchase of patents	(47,593)	(50,196)
Purchase of trademarks	(18,715)
Net cash provided by investing activities	729,314	1,526,867
Cash flows from financing activities:
Payments on notes payable - officer		(200,000)
Net cash used in financing activities		(200,000)
Net (decrease) increase in cash and cash equivalents	(33,975)	12,218
Cash and cash equivalents - beginning of period	580,230	162,743
Cash and cash equivalents - end of period	546,255	174,961
Non-cash investing and financing activities:
Unrealized gain on short-term investments	$ 160	$ 41,069

NATURE OF THE ORGANIZATION AND

NATURE OF THE ORGANIZATION AND BUSINESS	3 Months Ended
NATURE OF THE ORGANIZATION AND BUSINESS	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF THE ORGANIZATION AND BUSINESS	NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Corporate History Nexalin Technology, Inc. (“NV Nexalin”) was formed on October 19, 2010 as a Nevada corporation. The Company’s principal offices are located at 1776 Yorktown, Suite 550, Houston, Texas 77056. On September 6, 2019, Neuro-Health International, Inc. (“Neuro-Health”), a Nevada corporation, a wholly owned subsidiary of NV Nexalin, was formed. Neuro-Health had no activity from December 6, 2019 (Inception) through March 31, 2024. On November 22, 2021, NV Nexalin entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexalin Technology, Inc., a Delaware corporation (“Nexalin”, or the “Company”). Pursuant to the Merger Agreement, NV Nexalin merged with and into Nexalin with all shareholders of NV Nexalin receiving one common share of Nexalin in exchange for twenty shares of NV Nexalin held at the time of the Merger Agreement. NV Nexalin treated the transaction as a corporate reorganization with the historical consolidated financial statements of NV Nexalin becoming the historical consolidated financial statements of Nexalin. Nexalin had nominal assets and liabilities and did not conduct any operations prior to the reorganization other than its incorporation. NV Nexalin has retroactively applied the 20-for-1 exchange, effective on November 22, 2021, to share and per share amounts. NV Nexalin’s authorized shares of common stock were not affected as a result of the Merger Agreement. As a result of the Merger Agreement, NV Nexalin was dissolved, and Neuro-Health became a subsidiary of Nexalin. The Company completed its initial public offering on September 16, 2022. The initial public offering consisted of 2,315,000 2,315,000 2,315,000 2,315,000 4.15 9,607,250 347,250 3,473 Our shares and warrants began trading on the Nasdaq Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) on September 16, 2022, under the symbols “NXL” and “NXLIW”, respectively. Throughout this report, the terms “Nexalin,” “our,” “we,” “us,” and the “Company” refer to Nexalin Technology, Inc. Business Overview We design and develop innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. We developed an easy-to-administer medical device — referred to as “Generation 1” or “Gen-1” — that utilizes bioelectronic medical technology to treat anxiety and insomnia, without the need for drugs or psychotherapy. Our original Gen-1 devices are cranial electrotherapy stimulation (CES) devices that emit waveform at 4 milliamps during treatment and are presently classified by the U.S. Food and Drug Administration (“FDA”) as a Class II device. Medical professionals in the United States have utilized the Gen-1 device to administer to patients in clinical settings. While the Gen-1 device had been cleared by the FDA to treat depression, anxiety, and insomnia, three prevalent and serious diseases, because of the FDA’s December 2019 reclassification of CES devices, the Gen-1 device was reclassified as a Class II device for the treatment of anxiety and insomnia. We are required to file a new application under Section 510(k) of the Federal Food, Drug and Cosmetic Act (“510(k) Application”) to be approved by the FDA for the sales and marketing of our devices for the treatment of anxiety and insomnia. In the FDA’s December 2019 reclassification ruling, the treatment of depression with our device will require a Class III certification and require a new PMA (premarket approval) application to demonstrate safety and effectiveness. While we continue providing services to medical professionals to support patients’ use of the Gen-1 devices which were in operation prior to December 2019, we are not making new sales or new marketing efforts of Gen-1 devices in the United States. We continue to derive revenue from devices which we sold or leased prior to the FDA’s December 2019 reclassification announcements. This revenue consists of monthly licensing fees and payments for the sale of electrodes and patient cables. We have suspended marketing efforts for new sales of devices related to the Gen-1 device for treatment of anxiety and insomnia in the United States until the Nexalin regulatory team decides on a new 510(k) application at 4 milliamps based on FDA comments expected to be received in 2024. Our regulatory team continues to inform the FDA of the suspension of the marketing and sale of the Gen-1 products to new providers. We are currently analyzing whether to proceed with an amended application with the FDA for Gen-1 devices for the treatment of insomnia and anxiety. The waveform that comprises the basis of Gen-2 and new Gen-3 headset devices has been submitted for review by the FDA for safety evaluation and eventual marketing in the United States. Determinations of the safety and efficacy of our devices in the United States are solely within the authority of the FDA. We plan to conduct decentralized clinical trials for the Gen-3 device in the U.S. and we have consulted with the FDA as part of the pre-submission meetings. We have designed and developed a new advanced waveform technology to be emitted at 15 milliamps through new and improved medical devices referred to as “Generation 2” or “Gen-2” and “Generation 3” or “Gen-3.” Gen-2 is a clinical use device with a modern enclosure to emit the new 15 milliamp advanced waveform. Gen-3 is a new patient headset that will be prescribed by licensed medical professionals in a virtual clinic setting similar to existing tele-health platforms. The Nexalin research team believes that the new 15 milliamp Gen-2 and Gen-3 devices can penetrate deeper into the brain and stimulate associated structures of mental illness, which we believe will generate enhanced patient response without any risk or unpleasant side effects. The Nexalin regulatory team has made a strategic decision to develop strategies for pilot trials and/or pivotal trials in various mental health disease states. In addition, a new PMA application in the United States is in development for the treatment of depression utilizing both Gen-2 and Gen-3. The new Gen-3 device is also scheduled for additional pilot trials and/or pivotal trials for anxiety and insomnia in the United States beginning in the late second quarter or early third quarter of 2024. Preliminary data provided by The University of California, San Diego and recent published data from China supports the safety of utilizing our 15 milliamp waveform technology. However, the determination of safety and efficacy of medical devices in the United States is subject to clearance by the FDA. Additionally, we are currently designing clinical trial strategies for the use of Gen-3 for the treatment of substance use disorders including opiate, cocaine, and alcohol abuse. Recently the Gen-2 device was tested in pilot trials and/or pivotal trials in China for the treatment of Alzheimer’s disease, and dementia. Continued pilot testing for Alzheimer’s and dementia, cognition and memory, and neurotransmitter changes is planned in China in 2024. On May 31, 2023, 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 other countries in the region. The Joint Venture is registered in Hong Kong. As of the date of this Quarterly Report on Form 10-Q, (i) our operations are carried on outside of China; and (ii) the Joint Venture does not maintain any variable interest entity structure or operate any data center in China. Under the Joint Venture Agreement, Wider is obligated to fund all operations for the initial 12-month period of the Joint Venture, after which Nexalin and Wider plan to jointly fund the Joint Venture’s operating expenses in accordance with their pro rata ownership. The Joint Venture is controlled by a Board of Directors in which Wider is to have sole representation but neither the Company nor Wider has exclusive decision-making ability over day-to-day or significant operational decisions. Wider and Nexalin own 52% 48% 5,783 0 The investment in the Joint Venture is accounted for using the equity method of accounting. As of March 31, 2024 and December 31, 2023 the Company had an Equity Method Investment of $ 101,783 96,000 96,000 104,000 Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Risks and Uncertainties Management continues to evaluate the impact of the economy and the capital markets and has concluded that, while it is reasonably possible that events could have negative effects on the Company’s financial position and results of its operations, the specific impacts are not readily determinable as of the date of these condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy has and may continue to indirectly impact the Company because of its current dependence upon its joint venture relationship with Wider Come Limited. Wider Come Limited, as part of its obligations under the Joint Venture Agreement, acts as a distributor for the Company’s devices in China and Asia. Because of significant restrictions imposed by the Chinese government during the COVID-19 pandemic through calendar years 2022 and 2023, and other issues, Wider’s ability to market and sell the Company’s devices has been negatively impacted, resulting in decreased revenue to the Company. Patients and salespeople had been restricted in their movements resulting in a significant slowdown in the medical and other sectors. Significant efforts and funds expended by our Chinese distributor has led to regulatory approval in China in both depression and insomnia thus far which has allowed for sales of our devices in China. The extent of future impact is dependent on future developments, including future activities by the Chinese government and other possible events which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19, or any of its variants, and actions taken to address its impact, among others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results. Continued Nasdaq Listing Our common stock is currently listed on The Nasdaq Stock Market. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including the Minimum Bid Price Rule (as discussed below) and those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards. We are required to maintain a minimum bid price of $1.00 per share. On May 10, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with the minimum bid price requirement for continued listing on Nasdaq, as the closing bid price for the Company’s common stock was below $1.00 per share as set forth in the Nasdaq listing rules. The Company was afforded 180 calendar days, or until November 6, 2023, to regain compliance with the Nasdaq listing rules. The Company was unable to regain compliance with the bid price requirement by November 6, 2023. On November 7, 2023, the Company submitted a letter to NASDAQ requesting a second 180-day period in order to regain compliance with NASDAQ Rule 5550(a)(2). The Company stated in that letter that it believed it will be able to cure the deficiency and increase its stock price to above $1.00 per share pursuant to its plan to do so. On November 7, 2023, the Company received written notice from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company was not eligible for an additional 180 calendar day compliance period because the Company no longer complied with Nasdaq’s $5 million minimum stockholders’ equity initial listing requirement. On January 18, 2024, the Nasdaq Hearing Panel granted the Company a temporary exception to regain compliance with the Minimum Bid Price Rule until March 27, 2024. On March 6, 2024, the Nasdaq Hearing Panel granted the Company a temporary exception to regain compliance with the Minimum Bid Price Rule until April 25, 2024. On March 7, 2024, The Company’s stockholders approved a proposed amendment to Nexalin’s Certificate of Incorporation (the “Amendment”), pursuant to which Nexalin’s Board of Directors is authorized, in its discretion, to proceed with a reverse stock split. The exact ratio of the reverse stock split would be within the 1-for-4 to 1-for-14 range, and, if enacted, will be determined by our Board and publicly announced by the Company prior to the effective time of the reverse stock split. The sole purpose for the proposed reverse stock split was to increase the per share market price of the Company’s Common Stock to meet the Nasdaq Minimum Bid Price Rule for continued listing on The Nasdaq Capital Market. The filing of the Amendment and the reverse stock split was only to be implemented if Nexalin’s Board determined they were necessary to regain and maintain compliance with the Nasdaq Minimum Bid Price Rule. The Company regained compliance with Nasdaq’s Minimum Bid Price Rule without the necessity of a reverse stock split and the Board did not exercise the authority given to it to file the proposed Amendment. On April 23, 2024, the Company received notice from Nasdaq notifying the Company that it has regained compliance with Nasdaq’s minimum bid price requirement under Nasdaq Rule 5550(a)(2).

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	3 Months Ended
LIQUIDITY AND GOING CONCERN	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND GOING CONCERN	NOTE 2 — LIQUIDITY AND GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2024, the Company had a significant accumulated deficit of approximately (78,079,206) (1,073,712) (763,289) 2.1 The Company expects to continue to incur operating losses as it executes its development plans, as well as undertaking other potential strategic and business development initiatives through 2024 and through the twelve months from the date of this report. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company previously funded these losses primarily through the sale of equity and issuance of convertible notes. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. The Company’s ability to continue as a going concern will be dependent upon our ability to execute on our business plan, including the ability to generate revenue from the joint venture and obtain U.S. approval for the sale of our devices in the United States, and, if necessary, our ability to raise additional capital. These plans require the Company to place reliance on several factors, including favorable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued. Additionally, management does not believe we have sufficient cash for the next twelve months from the issuance of the financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS	NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position and the operating results and cash flows. Operating results for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results that may be expected for any other subsequent interim period. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Nexalin and its wholly owned subsidiary Neuro-Health. Intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, which may cause the Company’s future results to be affected. Revenue The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company has existing licensing and treatment fee agreements with its customers for the use of the Nexalin Device in their practices. These agreements generally have terms of one year with automatic renewal if certain requirements are met and amounts due per these agreements are billed monthly. The Company also sells products related to the provision of services. The Company sells its Devices in China to its acting distributor and sells products relating to the use of the Devices. The Company has a Royalty Agreement whereby the manufacturer of the Company’s electrodes will pay a royalty to the Company for a three-year period beginning January 1, 2022. The amount of the Royalty is equal to 20% of the amount that the manufacturer invoices to the acting distributor for the sale of the electrodes. Revenue Streams The Company derives revenues from our license agreements by charging a monthly licensing fee for the duration of the agreement. The Company derives revenues from equipment by selling additional individual electrodes to customers for use with the Nexalin Device. We receive revenue from the sale in China of our Devices to our distributor and from the sale of products relating to the use of those Devices. We derive revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with our China sales. Performance Obligations Management identified that subsequent licensing revenue has one performance obligation. That performance obligation is satisfied if the licensing contract remains valid and is not terminated. The licensing revenue is invoiced monthly and is recognized at a point in time in which the invoice is sent to the customer. Management identified that the Company’s equipment and Device revenue has one performance obligation. That performance obligation is satisfied when the equipment and Devices are shipped. The Company recognizes revenue at a point in time in which the equipment and Devices are shipped to the customer. The Company does not offer a warranty on the equipment or Devices. Management identified that treatment fee revenue has one performance obligation. The performance obligation is satisfied upon the completion of individual treatments on patients by customers. Management identified that royalty revenue has one performance obligation. The performance obligation is satisfied at the time the Electrode manufacturer notifies the Company that it has invoiced the distributor for the sale to the distributor. Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including: ● Significant Financing Component — the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers promised goods or services to the customer and when the customer pays for that service will be one year or less. ● Unsatisfied Performance Obligations — all performance obligations related to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. ● Shipping and Handling Activities — the Company elected to account for shipping and handling activities as a fulfilment cost rather than as a separate performance obligation. ● Right to Invoice — the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Disaggregated Revenues Major Revenue Streams Revenue consists of the following by service offering: Schedule of disaggregation of revenue Three Months Ended 2024 2023 Device sales $ 55,500 $ - Licensing fee 21,558 23,870 Equipment 1,513 6,400 Other 100 290 Total $ 78,671 $ 30,560 Major Geographic Locations Three Months Ended 2024 2023 U.S. sales $ 23,171 $ 30,560 International sales 55,500 - Total $ 78,671 $ 30,560 Contract Modifications There were no contract modifications during the three months ended March 31, 2024 and 2023. Contract modifications are not routine in the performance of the Company’s contracts. Deferred Revenue The Company receives payment for equipment and devices in advance of shipping. The Company recognizes the revenue as being earned upon shipment. No Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances with, with major financial institutions. Short-Term Investments The appropriate classification of marketable securities is determined at the time of purchase and evaluated as of each reporting balance sheet date. Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Unrealized holding gains and losses for equity securities are recognized in earnings. Unrealized holding gains and losses for available for sale debt securities are recognized in other comprehensive income. Realized gains and losses and interest and dividends earned are included in other income (expense), net. For individual debt securities classified as available-for-sale securities, the Company determines whether a decline in fair value below the amortized cost basis has resulted from a credit loss or other factors. If the decline below amortized cost is a result of credit loss or the Company will more likely than not be required to sell the security before recovery of its amortized cost basis, the Company will recognize an impairment relating to the decline through an allowance for credit losses. There were no deemed permanent impairments at March 31, 2024 and December 31, 2023, respectively. Accounts Receivable Accounts receivables are reported at their outstanding unpaid principal balances, net of allowances for credit loss. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides an allowance for credit loss based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company did no Inventory Inventory consists of finished goods and components stated at the lower of cost or net realizable value (NRV) with cost determined on a first-in first-out basis. The Company reviews the composition of inventory at each reporting period in order to identify obsolete quantities in excess of demand, or otherwise non-saleable items. At March 31, 2024 and 2023, the Company did no Patents and Trademarks Patents and trademarks are amortized over their useful lives and are reviewed for impairment when warranted by economic conditions. Amortization expense was $ 2,662 660 The following table summarizes the gross carrying amount, amortization and the net carrying value at March 31, 2024 and December 31, 2023. Schedule of patents Gross Accumulated Net March 31, 2024 Patents $ 146,563 $ (5,680 ) $ 140,883 Trademarks 29,288 (997 ) 28,291 Total March 31, 2024 $ 175,851 $ (6,677 ) $ 169,174 December 31, 2023 Patents $ 98,970 $ (3,751 ) $ 95,219 Trademarks 10,573 (264 ) 10,309 Total December 31, 2023 $ 109,543 $ (4,015 ) $ 105,528 Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 2,304 2,817 Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. At March 31, 2024 and December 31, 2023, the Company had a full valuation allowance applied against its net tax assets. Fair Value Measurements As defined in ASC 820, Fair Value Measurements and Disclosures ● Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. Fair Value of Financial Instruments The carrying value of cash, short-term investments, accounts receivable, inventory, prepaids, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the loans payable approximates the estimated fair value for this financial instrument as management believes that such debt and interest payable on the note approximates the Company’s incremental borrowing rate. The following table summarizes the amortized cost, unrealized gain (loss) and the fair value at March 31, 2024 and December 31, 2023. Schedule of unrealized loss on investments Amortized Unrealized Fair Value March 31, 2024 Short-term investments $ 1,597,932 $ (245 ) $ 1,597,687 Total March 31, 2024 $ 1,597,932 $ (245 ) $ 1,597,687 December 31, 2023 Short-term investments $ 2,368,608 $ (405 ) $ 2,368,203 Total December 31, 2023 $ 2,368,608 $ (405 ) $ 2,368,203 The following table provides the carrying value and fair value of the Company’s financial assets measured at fair value as of March 31, 2024 and December 31, 2023. Schedule of fair value, assets measured on recurring basis Carrying Level 1 Level 2 Level 3 March 31, 2024 U.S. Treasury Notes $ 1,597,687 $ 1,597,687 $ - $ - December 31, 2023 U.S. Treasury Notes $ 2,368,203 $ 2,368,203 $ - $ - Net Loss per Common Share As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement for the three months ended March 31, 2024 and 2023. The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the most recent fair value of the common shares: Schedule of antidilutive shares Three Months Ended 2024 2023 Warrants 2,662,250 2,662,250 Stock options 2,281,879 - Total 4,944,129 2,662,250 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation — Stock Compensation For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation — Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, the Company accounts for stock options and restricted shares issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Warrant Accounting The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued private and public warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed as part of this evaluation. During the reporting periods the public warrants were outstanding, they were precluded from liability classification, being equity-classified. Research and Development Research and development costs are charged to operations as incurred. For the three months ended March 31, 2024 and 2023, the Company recorded $ 105,668 65,833 Leases A lease is defined as an agreement that conveys the right to control the use of identified property, plant or equipment (right of use asset or “ROU asset”) for a period in exchange for consideration. The Company accounts for its leases in accordance with ASC 842, Leases Equity Method Investments The Company accounts for its investments in common stock or in-substance common stock that give it the ability to exercise significant influence over as an equity method investment in accordance with the guidance in ASC 323, Equity Method and Joint Ventures Recent Accounting Pronouncements In August of 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requires disclosures about significant segment expenses and additional interim disclosure requirements. This standard also requires a single reportable segment to provide all disclosures required by ASC 280. ASU 2023-07 became effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2023. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. In August of 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture (“JV”) Formations: Recognition and Initial Measurement. The guidance requires newly formed JVs to apply a new basis of accounting to all of its contributed net assets, which results in the JV initially measuring its contributed net assets under ASC 805-20, Business Combinations. The new guidance would be applied prospectively and is effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements. In December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this standard on our disclosures. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

ACCRUED EXPENSES

ACCRUED EXPENSES	3 Months Ended
ACCRUED EXPENSES	Mar. 31, 2024
Payables and Accruals [Abstract]
ACCRUED EXPENSES	NOTE 4 — ACCRUED EXPENSES Accrued expenses consist of the following amounts: Schedule of accrued expenses March 31, December 31, Accrued – other 116,383 21,954 Accrued settlement liabilities 89,330 89,330 Accrued bonuses 150,000 150,000 Total $ 355,713 $ 261,284

NON-CONSOLIDATED JOINT VENTURE

NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS	NOTE 5 — NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS Formalized Joint Venture On May 31, 2023, 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 other countries in the region. The Joint Venture is registered in Hong Kong. As of the date of this Quarterly Report on Form 10-Q, (i) our operations are carried on outside of China; and (ii) the Joint Venture does not maintain any variable interest entity structure or operate any data center in China. Under the Joint Venture Agreement, Wider is obligated to fund all operations for the initial 12-month period of the Joint Venture, after which Nexalin and Wider plan to jointly fund the Joint Venture’s operating expenses in accordance with their pro rata ownership. The Joint Venture is controlled by a Board of Directors in which Wider is to have sole representation but neither the Company nor Wider has exclusive decision-making ability over day-to-day or significant operational decisions. Wider and Nexalin own 52% and 48% of the Joint Venture, respectively. In accordance with ASC 323 and ASC 810, the Company recognizes the equity method results of the Joint Venture on a one-quarter reporting lag; the Company recognized $ 5,783 0 96,000 104,000 U.S. Asian Consulting Group, LLC On May 9, 2018, the Company entered into a five-year consulting agreement with U.S. Asian Consulting Group, LLC (“U.S. Asian”). The consulting agreement was extended for an additional period of eight years upon the closing of our initial public offering. The two members of U.S. Asian are shareholders in the Company. Marilyn Elson is the Company’s Controller. Pursuant to the consulting agreement, U.S. Asian provides consulting services to the Company with regard to, among other things, corporate development and financing arrangements. The Company pays U.S. Asian $ 10,000 30,000 Officers On September 22, 2023, Marilyn Elson provided the Company notice that she was stepping down as Chief Financial Officer effective November 1, 2023. Since such date, Ms. Elson has continued as Controller for Nexalin Technology. Ms. Elson is the spouse of the other member of U.S. Asian. On July 1, 2023, the Company entered into a new employment agreement with Mark White to serve as Chief Executive Officer, a new services agreement with David Owens, M.D. to serve as Chief Medical Officer and a new employment agreement with Michael Nketiah to serve as Senior Vice President, Quality, Regulatory and Clinical Affairs. Each of the foregoing agreements are governed by three-year terms and provide compensation in the form of performance-and service-based stock option awards based on the closing price of the Company’s publicly traded common stock on the applicable date of grant. Under the terms of his employment agreement, Mr. White is entitled to (i) a sign-on/retention bonus consisting of a one-time lump-sum payment of $50,000 and a grant of nonqualified stock options to purchase 1,387,024 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time and performance- and time-based vesting conditions. Under the terms of his service agreement, Dr. Owens is entitled to (i) a sign-on/retention bonus consisting of a grant of nonqualified stock options to purchase 654,362 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time- and performance-based vesting conditions. Under the terms of his employment agreement Mr. Nketiah is entitled to nonqualified stock option grants to purchase 100,671 shares of the Company’s common stock with an exercise price of $.894 subject to certain time and performance-based vesting conditions. A portion of the nonqualified stock options granted to Messrs. White, Owens and Nketiah that are subject to future vesting are contingent upon the approval of the stockholders to increase the 2023 Plan capacity so as to authorize additional shares of common stock reserved for issuance under the 2023 Plan. In addition to the retention payments, stock awards and nonqualified option grants described above, Messrs. White and Nketiah are receiving cash compensation and each of Messrs. White and Nketiah are eligible for performance-based cash bonuses. The 2023 performance-based milestones regarding Mr. White’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $120,000 and 313,199 nonqualified stock options with a vesting date of July 1, 2024. The 2023 performance-based milestones regarding Mr. Nketiah’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $50,000 and 218,121 nonqualified stock options with a vesting date of July 1, 2024. The reported amounts are calculated in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 718, “Compensation — Stock Compensation (“ASC 718”). ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions, such as the options issued under our 2023 Plan. Leases Our principal executive office is located at 1776 Yorktown, Suite 550, Houston, Texas 77056. Under ASC 842 “ Leases 9,500 13,500

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	3 Months Ended
STOCKHOLDERS’ EQUITY	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 — STOCKHOLDERS’ EQUITY Issuance of Common Stock The Company did not issue any shares of common stock during the three months ended March 31, 2024 and March 31, 2023. Options Nexalin’s 2023 Equity Incentive Plan (the “2023 Plan”) was approved by our stockholders on November 10, 2023. The Plan provides that maximum number of shares of Common Stock available for the grant of awards under the Plan shall be 1,500,000, subject to adjustment for stock dividends, stock splits or similar events. The 2023 Plan is administered by the Compensation Committee of the Board of Directors, which may in turn delegate administrative authority to one or more of our executive officers. Under the terms of the 2023 Plan, the Compensation Committee may grant equity awards, including nonqualified stock options and restricted stock to employees, officers, directors, consultants, agents, advisors and independent contractors. On July 1, 2023, the Company entered into amended employment agreements with the three executives. In addition to the cash compensation included in their employment contracts, the three executives were granted one-time bonus stock options (that were immediately vested) and performance-based stock options that would be triggered based on certain performance criteria being achieved. The amount expensed during the three months ended March 31, 2024 and 2023 in the unaudited condensed consolidated statements of operations and comprehensive loss was $ 40,060 0 The following table presents a summary of stock option award activity during the three months ended March 31, 2024: Schedule of stock option award activity Number of Weighted Weighted Outstanding December 31, 2023 2,281,879 $ 0.89 9.25 Issued Exercised - - - Expired or cancelled - - - Outstanding March 31, 2024 2,281,879 $ 0.89 9.25 The following table provides additional information about stock options that are outstanding and exercisable at March 31, 2024: Schedule of additional information about stock options Exercise Price Number of Weighted Average Exercisable $ 0.89 2,281,879 9.25 587,248 2,281,879 9.25 587,248 The fair value of these stock option awards is estimated as of the grant date using a Black-Scholes option pricing model and the following assumptions: A risk-free interest rate based on the U.S. Treasury yield curve at the date of grant; an expected or contractual term; and expected volatility based on an evaluation of comparable public companies’ measures of volatility. The Company does not anticipate declaring dividends on common shares now or in the near future and has therefore assumed no dividend rate. The following table discloses the assumptions, utilized for stock options as follows: Schedule of assumptions March 31, December 31, Volatility 99.0 % 99.0 % Expected dividends $ - $ - Risk-free interest rate 4.61 % 4.61 % Expected term (years) 9.25 9.5 Warrants The issuance of warrants to purchase shares of the Company’s common stock are summarized as follows: Schedule of warrants Number of Weighted Average Outstanding December 31, 2023 2,662,250 $ 4.15 Issued - - Exercised - - Expired or cancelled - - Outstanding March 31, 2024 2,662,250 $ 4.15 The following table summarizes information about warrants to purchase shares of the Company’s common stock outstanding and exercisable at March 31, 2024: Summary information about warrants to purchase Exercise Price Outstanding Weighted Average Weighted Average Exercisable $ 4.15 2,315,000 1.5 $ 4.15 2,135,000 $ 4.15 347,250 1.5 4.15 347,250 2,662,250 1.5 $ 4.15 2,662,250 The compensation expense attributed to the issuance of the warrants, if required to be recognized on the nature of the transaction, was recognized as they vested/earned. These warrants are exercisable up to three years from the date of grant. All are currently exercisable.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 7 — COMMITMENTS AND CONTINGENCIES There are no material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of its voting securities, or security holder is a party adverse to us or has a material interest adverse to the Company other than the following: Sarah Veltz v. Nexalin Technology, Inc. et al. Plaintiff, Sarah Veltz, filed a lawsuit in this matter on January 20, 2021 in Orange County Superior Court (Case No. 30-2021-01180164-CU-WT-CJC) (the “Complaint”) naming the Company and others as defendants. In her Complaint, Plaintiff contends that she was employed by defendants, including Nexalin, and has not been paid all wages, including overtime wages and other benefits allegedly due her. Plaintiff also contends that, during her employment, she was subjected to sexual harassment by the Company’s then Chief Executive Officer. Plaintiff seeks both compensatory and punitive damages. On March 12, 2021, the Company filed its answer to the Complaint. Although the parties are seeking mediation, the court has set a trial in this matter for November 18, 2024. Management’s intent is to contest the allegations vigorously and, as of the date of this report, is unable to provide an evaluation of the potential outcome of the litigation within the probable or remote range or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. Employment Development Department The Company is currently engaged in settlement discussions with the Employment Development Department (EDD) of the State of California. This matter involves issues related to our previous management’s classification of certain work provided to or on behalf of the Company’s business as contract labor instead of employee labor. The total amount involved was approximately $300,000. Management has petitioned for reassessment and believes the hired workers at issue were indeed actual contractors and not employees. We have no business in California other than one part time and one full time worker residing in California. The EDD approved a significant downward adjustment in our outstanding employment tax liability to approximately $40,000 as reflected on its Statement of Account dated November 30, 2023. We plan to further negotiate with the EDD and proceed with a settlement offer. The Company has accrued $40,000 and $40,000 on the consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. The reduction in the amount accrued was recognized as other income on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. The Company believes it has adequately accrued for this matter. Demand Letter from The University of Arizona On December 8, 2022, the Company received a demand letter from the University of Arizona seeking payment of $111,094. The Company and the University of Arizona agreed on the terms of a settlement for the amounts claimed by the University, whereby the Company paid an aggregate of approximately $69,000 (in three equal monthly payments) in full satisfaction of amounts the University claims it is owed. The settlement amount was paid in full as of December 31, 2023.

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK	3 Months Ended
CONCENTRATION OF CREDIT RISK	Mar. 31, 2024
Risks and Uncertainties [Abstract]
CONCENTRATION OF CREDIT RISK	NOTE 8 — CONCENTRATION OF CREDIT RISK Revenues One customer accounted for 71% Six customers accounted for 94% Concentration of credit risk Customer A 25 % Customer B 17 % Customer C 16 % Customer D 14 % Customer E 12 % Customer F 10 % Accounts Receivable Two customers accounted for 88% Customer A 54 % Customer B 34 % Five customers accounted for 97% Customer A – related party 39 % Customer B 21 % Customer C 15 % Customer D 12 % Customer E 10 %

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position and the operating results and cash flows. Operating results for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results that may be expected for any other subsequent interim period. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023.
Principles of Consolidation	Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Nexalin and its wholly owned subsidiary Neuro-Health. Intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, which may cause the Company’s future results to be affected.
Revenue	Revenue The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The Company has existing licensing and treatment fee agreements with its customers for the use of the Nexalin Device in their practices. These agreements generally have terms of one year with automatic renewal if certain requirements are met and amounts due per these agreements are billed monthly. The Company also sells products related to the provision of services. The Company sells its Devices in China to its acting distributor and sells products relating to the use of the Devices. The Company has a Royalty Agreement whereby the manufacturer of the Company’s electrodes will pay a royalty to the Company for a three-year period beginning January 1, 2022. The amount of the Royalty is equal to 20% of the amount that the manufacturer invoices to the acting distributor for the sale of the electrodes. Revenue Streams The Company derives revenues from our license agreements by charging a monthly licensing fee for the duration of the agreement. The Company derives revenues from equipment by selling additional individual electrodes to customers for use with the Nexalin Device. We receive revenue from the sale in China of our Devices to our distributor and from the sale of products relating to the use of those Devices. We derive revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with our China sales. Performance Obligations Management identified that subsequent licensing revenue has one performance obligation. That performance obligation is satisfied if the licensing contract remains valid and is not terminated. The licensing revenue is invoiced monthly and is recognized at a point in time in which the invoice is sent to the customer. Management identified that the Company’s equipment and Device revenue has one performance obligation. That performance obligation is satisfied when the equipment and Devices are shipped. The Company recognizes revenue at a point in time in which the equipment and Devices are shipped to the customer. The Company does not offer a warranty on the equipment or Devices. Management identified that treatment fee revenue has one performance obligation. The performance obligation is satisfied upon the completion of individual treatments on patients by customers. Management identified that royalty revenue has one performance obligation. The performance obligation is satisfied at the time the Electrode manufacturer notifies the Company that it has invoiced the distributor for the sale to the distributor. Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including: ● Significant Financing Component — the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers promised goods or services to the customer and when the customer pays for that service will be one year or less. ● Unsatisfied Performance Obligations — all performance obligations related to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. ● Shipping and Handling Activities — the Company elected to account for shipping and handling activities as a fulfilment cost rather than as a separate performance obligation. ● Right to Invoice — the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Disaggregated Revenues Major Revenue Streams Revenue consists of the following by service offering: Schedule of disaggregation of revenue Three Months Ended 2024 2023 Device sales $ 55,500 $ - Licensing fee 21,558 23,870 Equipment 1,513 6,400 Other 100 290 Total $ 78,671 $ 30,560 Major Geographic Locations Three Months Ended 2024 2023 U.S. sales $ 23,171 $ 30,560 International sales 55,500 - Total $ 78,671 $ 30,560 Contract Modifications There were no contract modifications during the three months ended March 31, 2024 and 2023. Contract modifications are not routine in the performance of the Company’s contracts. Deferred Revenue The Company receives payment for equipment and devices in advance of shipping. The Company recognizes the revenue as being earned upon shipment. No
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. Cash and cash equivalents held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances with, with major financial institutions.
Short-Term Investments	Short-Term Investments The appropriate classification of marketable securities is determined at the time of purchase and evaluated as of each reporting balance sheet date. Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Unrealized holding gains and losses for equity securities are recognized in earnings. Unrealized holding gains and losses for available for sale debt securities are recognized in other comprehensive income. Realized gains and losses and interest and dividends earned are included in other income (expense), net. For individual debt securities classified as available-for-sale securities, the Company determines whether a decline in fair value below the amortized cost basis has resulted from a credit loss or other factors. If the decline below amortized cost is a result of credit loss or the Company will more likely than not be required to sell the security before recovery of its amortized cost basis, the Company will recognize an impairment relating to the decline through an allowance for credit losses. There were no deemed permanent impairments at March 31, 2024 and December 31, 2023, respectively.
Accounts Receivable	Accounts Receivable Accounts receivables are reported at their outstanding unpaid principal balances, net of allowances for credit loss. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides an allowance for credit loss based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company did no
Inventory	Inventory Inventory consists of finished goods and components stated at the lower of cost or net realizable value (NRV) with cost determined on a first-in first-out basis. The Company reviews the composition of inventory at each reporting period in order to identify obsolete quantities in excess of demand, or otherwise non-saleable items. At March 31, 2024 and 2023, the Company did no
Patents and Trademarks	Patents and Trademarks Patents and trademarks are amortized over their useful lives and are reviewed for impairment when warranted by economic conditions. Amortization expense was $ 2,662 660 The following table summarizes the gross carrying amount, amortization and the net carrying value at March 31, 2024 and December 31, 2023. Schedule of patents Gross Accumulated Net March 31, 2024 Patents $ 146,563 $ (5,680 ) $ 140,883 Trademarks 29,288 (997 ) 28,291 Total March 31, 2024 $ 175,851 $ (6,677 ) $ 169,174 December 31, 2023 Patents $ 98,970 $ (3,751 ) $ 95,219 Trademarks 10,573 (264 ) 10,309 Total December 31, 2023 $ 109,543 $ (4,015 ) $ 105,528
Advertising and Marketing Costs	Advertising and Marketing Costs The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 2,304 2,817
Income Taxes	Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. At March 31, 2024 and December 31, 2023, the Company had a full valuation allowance applied against its net tax assets.
Fair Value Measurements	Fair Value Measurements As defined in ASC 820, Fair Value Measurements and Disclosures ● Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The carrying value of cash, short-term investments, accounts receivable, inventory, prepaids, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the loans payable approximates the estimated fair value for this financial instrument as management believes that such debt and interest payable on the note approximates the Company’s incremental borrowing rate. The following table summarizes the amortized cost, unrealized gain (loss) and the fair value at March 31, 2024 and December 31, 2023. Schedule of unrealized loss on investments Amortized Unrealized Fair Value March 31, 2024 Short-term investments $ 1,597,932 $ (245 ) $ 1,597,687 Total March 31, 2024 $ 1,597,932 $ (245 ) $ 1,597,687 December 31, 2023 Short-term investments $ 2,368,608 $ (405 ) $ 2,368,203 Total December 31, 2023 $ 2,368,608 $ (405 ) $ 2,368,203 The following table provides the carrying value and fair value of the Company’s financial assets measured at fair value as of March 31, 2024 and December 31, 2023. Schedule of fair value, assets measured on recurring basis Carrying Level 1 Level 2 Level 3 March 31, 2024 U.S. Treasury Notes $ 1,597,687 $ 1,597,687 $ - $ - December 31, 2023 U.S. Treasury Notes $ 2,368,203 $ 2,368,203 $ - $ -
Net Loss per Common Share	Net Loss per Common Share As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement for the three months ended March 31, 2024 and 2023. The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the most recent fair value of the common shares: Schedule of antidilutive shares Three Months Ended 2024 2023 Warrants 2,662,250 2,662,250 Stock options 2,281,879 - Total 4,944,129 2,662,250
Stock-Based Compensation	Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation — Stock Compensation For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07 Compensation — Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, the Company accounts for stock options and restricted shares issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.
Warrant Accounting	Warrant Accounting The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued private and public warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity, and ASC Topic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed as part of this evaluation. During the reporting periods the public warrants were outstanding, they were precluded from liability classification, being equity-classified.
Research and Development	Research and Development Research and development costs are charged to operations as incurred. For the three months ended March 31, 2024 and 2023, the Company recorded $ 105,668 65,833
Leases	Leases A lease is defined as an agreement that conveys the right to control the use of identified property, plant or equipment (right of use asset or “ROU asset”) for a period in exchange for consideration. The Company accounts for its leases in accordance with ASC 842, Leases
Equity Method Investments	Equity Method Investments The Company accounts for its investments in common stock or in-substance common stock that give it the ability to exercise significant influence over as an equity method investment in accordance with the guidance in ASC 323, Equity Method and Joint Ventures
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August of 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requires disclosures about significant segment expenses and additional interim disclosure requirements. This standard also requires a single reportable segment to provide all disclosures required by ASC 280. ASU 2023-07 became effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2023. The adoption of this guidance did not have a material impact on our consolidated financial statements and related disclosures. In August of 2023, the FASB issued ASU 2023-05, Business Combinations—Joint Venture (“JV”) Formations: Recognition and Initial Measurement. The guidance requires newly formed JVs to apply a new basis of accounting to all of its contributed net assets, which results in the JV initially measuring its contributed net assets under ASC 805-20, Business Combinations. The new guidance would be applied prospectively and is effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is evaluating the accounting and disclosure requirements of this update and does not expect them to have a material effect on the consolidated financial statements. In December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this standard on our disclosures. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Schedule of disaggregation of revenue	Schedule of disaggregation of revenue Three Months Ended 2024 2023 Device sales $ 55,500 $ - Licensing fee 21,558 23,870 Equipment 1,513 6,400 Other 100 290 Total $ 78,671 $ 30,560 Major Geographic Locations Three Months Ended 2024 2023 U.S. sales $ 23,171 $ 30,560 International sales 55,500 - Total $ 78,671 $ 30,560
Schedule of patents	Schedule of patents Gross Accumulated Net March 31, 2024 Patents $ 146,563 $ (5,680 ) $ 140,883 Trademarks 29,288 (997 ) 28,291 Total March 31, 2024 $ 175,851 $ (6,677 ) $ 169,174 December 31, 2023 Patents $ 98,970 $ (3,751 ) $ 95,219 Trademarks 10,573 (264 ) 10,309 Total December 31, 2023 $ 109,543 $ (4,015 ) $ 105,528
Schedule of unrealized loss on investments	Schedule of unrealized loss on investments Amortized Unrealized Fair Value March 31, 2024 Short-term investments $ 1,597,932 $ (245 ) $ 1,597,687 Total March 31, 2024 $ 1,597,932 $ (245 ) $ 1,597,687 December 31, 2023 Short-term investments $ 2,368,608 $ (405 ) $ 2,368,203 Total December 31, 2023 $ 2,368,608 $ (405 ) $ 2,368,203
Schedule of fair value, assets measured on recurring basis	Schedule of fair value, assets measured on recurring basis Carrying Level 1 Level 2 Level 3 March 31, 2024 U.S. Treasury Notes $ 1,597,687 $ 1,597,687 $ - $ - December 31, 2023 U.S. Treasury Notes $ 2,368,203 $ 2,368,203 $ - $ -
Schedule of antidilutive shares	Schedule of antidilutive shares Three Months Ended 2024 2023 Warrants 2,662,250 2,662,250 Stock options 2,281,879 - Total 4,944,129 2,662,250

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	3 Months Ended
ACCRUED EXPENSES (Tables)	Mar. 31, 2024
Payables and Accruals [Abstract]
Schedule of accrued expenses	Schedule of accrued expenses March 31, December 31, Accrued – other 116,383 21,954 Accrued settlement liabilities 89,330 89,330 Accrued bonuses 150,000 150,000 Total $ 355,713 $ 261,284

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	3 Months Ended
STOCKHOLDERS’ EQUITY (Tables)	Mar. 31, 2024
Equity [Abstract]
Schedule of stock option award activity	Schedule of stock option award activity Number of Weighted Weighted Outstanding December 31, 2023 2,281,879 $ 0.89 9.25 Issued Exercised - - - Expired or cancelled - - - Outstanding March 31, 2024 2,281,879 $ 0.89 9.25
Schedule of additional information about stock options	Schedule of additional information about stock options Exercise Price Number of Weighted Average Exercisable $ 0.89 2,281,879 9.25 587,248 2,281,879 9.25 587,248
Schedule of assumptions	Schedule of assumptions March 31, December 31, Volatility 99.0 % 99.0 % Expected dividends $ - $ - Risk-free interest rate 4.61 % 4.61 % Expected term (years) 9.25 9.5
Schedule of warrants	Schedule of warrants Number of Weighted Average Outstanding December 31, 2023 2,662,250 $ 4.15 Issued - - Exercised - - Expired or cancelled - - Outstanding March 31, 2024 2,662,250 $ 4.15
Summary information about warrants to purchase	Summary information about warrants to purchase Exercise Price Outstanding Weighted Average Weighted Average Exercisable $ 4.15 2,315,000 1.5 $ 4.15 2,135,000 $ 4.15 347,250 1.5 4.15 347,250 2,662,250 1.5 $ 4.15 2,662,250

CONCENTRATION OF CREDIT RISK (T

CONCENTRATION OF CREDIT RISK (Tables)	3 Months Ended
CONCENTRATION OF CREDIT RISK (Tables)	Mar. 31, 2024
Risks and Uncertainties [Abstract]
Concentration of credit risk	Concentration of credit risk Customer A 25 % Customer B 17 % Customer C 16 % Customer D 14 % Customer E 12 % Customer F 10 % Accounts Receivable Two customers accounted for 88% Customer A 54 % Customer B 34 % Five customers accounted for 97% Customer A – related party 39 % Customer B 21 % Customer C 15 % Customer D 12 % Customer E 10 %

NATURE OF THE ORGANIZATION AN_2

NATURE OF THE ORGANIZATION AND BUSINESS (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Sep. 20, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant to purchase	2,315,000	2,662,250		2,662,250
Exercise price	$ 4.15	$ 4.15		$ 4.15
Proceeds from issuance of equity	$ 9,607,250
Equity method investment income		$ 5,783	$ 0
Equity method investment		101,783		$ 96,000	$ 96,000
Investment					$ 96,000
Wider Come Limited [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity method investment		$ 104,000
Wider [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage		52%
Nexalin [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Ownership percentage		48%
Common Stock [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued during the period	2,315,000
Warrant [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued during the period	2,315,000
Warrant [Member] \| Underwriters [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued during the period	347,250
Proceeds from issuance of warrants	$ 3,473
IPO [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares issued during the period	2,315,000

LIQUIDITY AND GOING CONCERN (De

LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (78,079,206)		$ (77,038,049)
Loss from operation	(1,073,712)	$ (779,426)
Cash flows from operations	(763,289)	$ (1,314,649)
Working capital deficit	$ 2,100,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Product Information [Line Items]
Total	$ 78,671	$ 30,560
UNITED STATES
Product Information [Line Items]
Total	23,171	30,560
International Sales [Member]
Product Information [Line Items]
Total	55,500
Device Sales [Member]
Product Information [Line Items]
Total	55,500
Licensing Fee [Member]
Product Information [Line Items]
Total	21,558	23,870
Equipment [Member]
Product Information [Line Items]
Total	1,513	6,400
Other [Member]
Product Information [Line Items]
Total	$ 100	$ 290

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 1) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	$ 175,851	$ 109,543
Accumulated Amortization	(6,677)	(4,015)
Net Carring Value	169,174	105,528
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	146,563	98,970
Accumulated Amortization	(5,680)	(3,751)
Net Carring Value	140,883	95,219
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Amount	29,288	10,573
Accumulated Amortization	(997)	(264)
Net Carring Value	$ 28,291	$ 10,309

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 2) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Schedule of Investments [Line Items]
Amortized Cost	$ 1,597,932		$ 2,368,608
Unrealized Gain (Loss)	(245)	$ (405)
Fair Value	1,597,687		2,368,203
Short-Term Investments [Member]
Schedule of Investments [Line Items]
Amortized Cost	1,597,932		2,368,608
Unrealized Gain (Loss)	(245)	$ (405)
Fair Value	$ 1,597,687		$ 2,368,203

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 3) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Platform Operator, Crypto Asset [Line Items]
Financial assets	$ 1,597,687	$ 2,368,203
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Financial assets	1,597,687	2,368,203
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Financial assets
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Financial assets

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details 4) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	4,944,129	2,662,250
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,662,250	2,662,250
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	2,281,879

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounting Policies [Abstract]
Deferred revenue	$ 0		$ 0
Allowance for doubtful accounts	0		$ 0
Wrote down inventory	0	$ 0
Amortization expense	2,662	660
Advertising and marketing expenses	2,304	2,817
Research and development costs	$ 105,668	$ 65,833

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued – other	$ 116,383	$ 21,954
Accrued settlement liabilities	89,330	89,330
Accrued bonuses	150,000	150,000
Total	$ 355,713	$ 261,284

NON-CONSOLIDATED JOINT VENTUR_2

NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)			3 Months Ended
	Jul. 02, 2023	May 09, 2018	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2023	Sep. 30, 2023
Related Party Transaction [Line Items]
Equity method investment			$ 101,783			$ 96,000	$ 96,000
Lease payments				$ 9,500	$ 13,500
2023 Plan [Member]
Related Party Transaction [Line Items]
New service agreement description	In addition to the retention payments, stock awards and nonqualified option grants described above, Messrs. White and Nketiah are receiving cash compensation and each of Messrs. White and Nketiah are eligible for performance-based cash bonuses. The 2023 performance-based milestones regarding Mr. White’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $120,000 and 313,199 nonqualified stock options with a vesting date of July 1, 2024. The 2023 performance-based milestones regarding Mr. Nketiah’s incentive compensation have been met for 2023, and he was awarded a cash bonus of $50,000 and 218,121 nonqualified stock options with a vesting date of July 1, 2024.
Mr. White [Member]
Related Party Transaction [Line Items]
New service agreement description	Under the terms of his employment agreement, Mr. White is entitled to (i) a sign-on/retention bonus consisting of a one-time lump-sum payment of $50,000 and a grant of nonqualified stock options to purchase 1,387,024 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time and performance- and time-based vesting conditions.
Dr. Owens [Member]
Related Party Transaction [Line Items]
New service agreement description	Under the terms of his service agreement, Dr. Owens is entitled to (i) a sign-on/retention bonus consisting of a grant of nonqualified stock options to purchase 654,362 shares of the Company’s common stock with an exercise price of $.894 per share subject to certain time- and performance-based vesting conditions.
Mr. Nketiah [Member]
Related Party Transaction [Line Items]
New service agreement description	Under the terms of his employment agreement Mr. Nketiah is entitled to nonqualified stock option grants to purchase 100,671 shares of the Company’s common stock with an exercise price of $.894 subject to certain time and performance-based vesting conditions.
Joint Venture [Member]
Related Party Transaction [Line Items]
Equity method investment income from Joint Venture			5,783	0
Wider Come Limited [Member]
Related Party Transaction [Line Items]
Equity method investment			104,000
U.S. Asian Consulting Group, LLC [Member]
Related Party Transaction [Line Items]
Monthly payment		$ 10,000
Consulting expenses			$ 30,000	$ 30,000

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details)	3 Months Ended
STOCKHOLDERS' EQUITY (Details)	Mar. 31, 2024 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Exercised
Number of Options Outstanding, Ending Balance	2,281,879
Weighted Average Remaining Life In years	9 years 3 months
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options Issued	2,281,879
Weighted Average Exercise Price, Options Issued \| $ / shares	$ 0.89
Weighted Average Remaining Life In years, Issued	9 years 3 months
Number of Options Exercised
Weighted Average Exercise Price, Options Exercised \| $ / shares
Number of Options Expired or cancelled
Weighted Average Exercise Price, Options Expired or cancelled \| $ / shares
Number of Options Outstanding, Ending Balance	2,281,879
Weighted Average Exercise Price, Options outstanding Ending Balance \| $ / shares	$ 0.89
Weighted Average Remaining Life In years	9 years 3 months

STOCKHOLDERS' EQUITY (Details 1

STOCKHOLDERS' EQUITY (Details 1)	3 Months Ended
STOCKHOLDERS' EQUITY (Details 1)	Mar. 31, 2024 $ / shares shares
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Outstanding Number of Options	2,281,879
Weighted Average Remaining Life In Years	9 years 3 months
Exercisable Number of Options	587,248
0.89
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price \| $ / shares	$ 0.89
Outstanding Number of Options	2,281,879
Weighted Average Remaining Life In Years	9 years 3 months
Exercisable Number of Options	587,248

STOCKHOLDERS' EQUITY (Details 2

STOCKHOLDERS' EQUITY (Details 2)	3 Months Ended
STOCKHOLDERS' EQUITY (Details 2)	Mar. 31, 2024	Mar. 31, 2023
Equity [Abstract]
Volatility	99%	99%
Expected dividends
Risk-free interest rate	4.61%	4.61%
Expected term (years)	9 years 3 months	9 years 6 months

STOCKHOLDERS' EQUITY (Details 3

STOCKHOLDERS' EQUITY (Details 3)	3 Months Ended
STOCKHOLDERS' EQUITY (Details 3)	Mar. 31, 2024 $ / shares shares
Equity [Abstract]
Number of Warrants Outstanding at beginning \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at beginning \| $ / shares	$ 4.15
Warrants Issued \| shares
Weighted Average Exercise Price, Warrants Issued \| $ / shares
Warrants Exercised \| shares
Weighted Average Exercise Price, Warrants Exercised \| $ / shares
Warrants Expired or cancelled \| shares
Weighted Average Exercise Price, Warrants Expired or cancelled \| $ / shares
Number of Warrants Outstanding at end \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at end \| $ / shares	$ 4.15

STOCKHOLDERS' EQUITY (Details 4

STOCKHOLDERS' EQUITY (Details 4) - $ / shares	3 Months Ended
STOCKHOLDERS' EQUITY (Details 4) - $ / shares	Mar. 31, 2024	Dec. 31, 2023	Sep. 20, 2022
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 4.15	$ 4.15	$ 4.15
Outstanding Number of Warrants	2,662,250	2,662,250	2,315,000
Weighted Average Remaining Life In Years	1 year 6 months
Weighted Average Exercise Price	$ 4.15
Exercisable Number of Warrants	2,662,250
4.15
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 4.15
Outstanding Number of Warrants	2,315,000
Weighted Average Remaining Life In Years	1 year 6 months
Weighted Average Exercise Price	$ 4.15
Exercisable Number of Warrants	2,135,000
4.15
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Exercise Price	$ 4.15
Outstanding Number of Warrants	347,250
Weighted Average Remaining Life In Years	1 year 6 months
Weighted Average Exercise Price	$ 4.15
Exercisable Number of Warrants	347,250

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	3 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Equity [Abstract]
Share based compensation	$ 40,060	$ 0

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details Narrative)	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Accrued expenses description	The Company has accrued $40,000 and $40,000 on the consolidated balance sheets as of March 31, 2024 and December 31, 2023, respectively. The reduction in the amount accrued was recognized as other income on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2023. The Company believes it has adequately accrued for this matter.

CONCENTRATION OF CREDIT RISK (D

CONCENTRATION OF CREDIT RISK (Details) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue Benchmark [Member] \| Customer A [Member]
Concentration Risk [Line Items]
Revenue, percentage		25%
Revenue Benchmark [Member] \| Customer B [Member]
Concentration Risk [Line Items]
Revenue, percentage		17%
Revenue Benchmark [Member] \| Customer C [Member]
Concentration Risk [Line Items]
Revenue, percentage		16%
Revenue Benchmark [Member] \| Customer D [Member]
Concentration Risk [Line Items]
Revenue, percentage		14%
Revenue Benchmark [Member] \| Customer E [Member]
Concentration Risk [Line Items]
Revenue, percentage		12%
Revenue Benchmark [Member] \| Customer F [Member]
Concentration Risk [Line Items]
Revenue, percentage		10%
Accounts Receivable [Member] \| Customer A [Member]
Concentration Risk [Line Items]
Revenue, percentage	54%		39%
Accounts Receivable [Member] \| Customer B [Member]
Concentration Risk [Line Items]
Revenue, percentage	34%		21%
Accounts Receivable [Member] \| Customer C [Member]
Concentration Risk [Line Items]
Revenue, percentage			15%
Accounts Receivable [Member] \| Customer D [Member]
Concentration Risk [Line Items]
Revenue, percentage			12%
Accounts Receivable [Member] \| Customer E [Member]
Concentration Risk [Line Items]
Revenue, percentage			10%

CONCENTRATION OF CREDIT RISK _2

CONCENTRATION OF CREDIT RISK (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Revenue, percentage	71%
Revenue Benchmark [Member] \| Six Customers [Member]
Concentration Risk [Line Items]
Revenue, percentage		94%
Accounts Receivable [Member] \| Two Customers [Member]
Concentration Risk [Line Items]
Revenue, percentage	88%
Accounts Receivable [Member] \| Five Customers [Member]
Concentration Risk [Line Items]
Revenue, percentage			97%

STOCKHOLDERS' EQUITY (Details 3)	3 Months Ended
STOCKHOLDERS' EQUITY (Details 3)	Mar. 31, 2024 $ / shares shares
Equity [Abstract]
Number of Warrants Outstanding at beginning \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at beginning \| $ / shares	$ 4.15
Warrants Issued \| shares
Weighted Average Exercise Price, Warrants Issued \| $ / shares
Warrants Exercised \| shares
Weighted Average Exercise Price, Warrants Exercised \| $ / shares
Warrants Expired or cancelled \| shares
Weighted Average Exercise Price, Warrants Expired or cancelled \| $ / shares
Number of Warrants Outstanding at end \| shares	2,662,250
Weighted Average Exercise Price, Warrants Outstanding at end \| $ / shares	$ 4.15