UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 26, 2024
NEXALIN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41507 | | 27-5566468 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
1776 Yorktown, Suite 550
Houston, TX 77056
Registrant’s telephone number, including area code: (832) 260-0222
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | NXL | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants, each exercisable for one share of Common Stock | | NXLIW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Maters to a Vote of Security Holders.
The annual meeting (the “Annual Meeting”) of the stockholders of Nexalin Technology, Inc. (the “Company”) was convened at 10:00 a.m. Eastern time on August 26, 2024. Of the 10,586,562 shares of the Company’s common stock, par value $0.001 per share (the “common stock”), outstanding at the close of business on July 17, 2024, the record date for the Annual Meeting, 6,387,869 shares of common stock were present or represented by proxy at the Annual Meeting. At the Annual Meeting, the Company’s shareholders voted on the three proposals described below. The final voting results for each proposal are set forth below.
Proposal One: Election of five directors of the Company:
| | Name | For | Against | Abstained |
| | Leslie Bernhard | 3,568,483 | 0 | 52,604 |
| | Mark White | 3,574,941 | 0 | 46,146 |
| | David Owens, M.D. | 3,561,825 | 0 | 59,262 |
| | Alan Kazden | 3,531,212 | 0 | 89,875 |
| | Ben V. Hu, M.D. | 3,531,626 | 0 | 89,461 |
Proposal Two: Approval of an amendment to the Company’s 2023 Equity Incentive Plan (the “Plan”) to increase the number of shares reserved for issuance under the Plan:
| | For | Against | Abstained |
| | 3,063,369 | 330,557 | 227,161 |
Proposal Three: Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
| | For | Against | Abstained |
| | 6,225,082 | 38,391 | 124,396 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | NEXALIN TECHNOLOGY, INC. |
| | |
| | By: | /s/ Mark White |
| | | Mark White |
| | | Chief Executive Officer |
Dated: September 3, 2024
