UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 31, 2023
NEXALIN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-41507 | | 27-5566468 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
1776 Yorktown, Suite 550
Houston, TX 77056
Registrant’s telephone number, including area code: (832) 260-0222
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | NXL | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants, each exercisable for one share of Common Stock | | NXLIW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 31, 2023, Nexalin Technology, Inc. (the “Company”) formalized an agreement related to the formation of a joint venture established to engage in the clinical development, marketing, sale and distribution of Nexalin’s second generation transcranial Alternating Current Stimulation (“tACS”) devices (“Gen-2 devices”) in China and the greater Asia Pacific region.
In connection with the formation of the joint venture, to be conducted through a company newly-formed under the laws of Hong Kong (the “JV”), and pursuant to the Joint Venture Agreement (“JV Agreement”) entered into between the company and Wider Come Limited (“Wider”), the Company granted the JV a license to commercialize and exploit certain of the Company’s products and technologies in certain designated territories.
Under the JV Agreement, Wider will be obligated to fund all of the JV’s operating expenses during the initial 12-month period, after which the responsibility for such operating expenses will be allocated in accordance with the pro rata ownership of the JV. Wider and Nexalin will own 52% and 48% of the JV, respectively.
The foregoing description of the material terms of the JV Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the JV Agreement, which the Company intends to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2023.
| Item 9.01. | Financial Statements and Exhibits. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| | NEXALIN TECHNOLOGY, INC. |
| | |
| | By: | /s/ Mark White |
| | | Mark White |
| | | Chief Executive Officer |
Dated: June 2, 2023
