Senior Vice President — Carolyn Shelton: The filing discloses the departure of a Senior Vice President with a standard separation agreement, representing a genuine loss of a senior officer but not a top-level executive shock.

Material Modification to Rights of Security Holders. To the extent required by

Regulation FD Disclosure. On August 27, 2026, the Company issued a press release announcing the Reverse Stock Split. The press release is furnished as Exhibit 99.1 and incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such informa…

Entry into a Material Definitive Agreement. On August 21, 2026, Nexalin Technology, Inc. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Investor purchased from the Company an unsecured promissory note in the amount of $1,170,000 (the “Note”), which included an original issue discount of $150,000 (the “OID”) and reimbursement of the Investor’s transaction expenses of $20,000, for gros…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. Securities Purchase Agreement On August 19, 2026, Nexalin Technology, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell to such Investor in a registered direct offering 2,419,355 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company, at an offering pr…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 14, 2026, Nexalin Technology, Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based on the stockholders’ equity of $1,519,423 reported in the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, the Company no longer satisfies the mini…

Entry into a Material Definitive Agreement. On July 28, 2026, Nexalin Technology, Inc. (the “Company”) entered into a Third Amendment to Office Lease (the “Third Amendment”) with Nutex HQ LLC (“Landlord”), which amends that certain Office Lease from 2012, as previously amended (as amended, the “Lease”), for approximately 4,527 rentable square feet located at 1776 Yorktown, Suite 500, Houston, Texas 77056, to be used as the Company’s headquarters. The Third Amendment extends the term of the Le…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on January 21, 2026, The Nasdaq Stock Market LLC (“Nasdaq”) notified Nexalin Technology, Inc. (the “Company”) that the bid price of its common stock had closed at less than $1.00 per share over the previous 30 consecutive business days and, as a result, the Company did not comply with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share…

Entry into a Material Definitive Agreement. Stock Purchase Agreement On May 14, 2026, Nexalin Technology, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GreenLight Ventures LLC, a North Carolina limited liability company (“GLV”). Pursuant to the Purchase Agreement, the Company purchased from GLV, 100 shares (the “PONM Shares”) of common stock, no par value, of PONM, Inc., a North Carolina corporation (“PONM”), representing all of the issued and ou…

The Consideration Shares, including the 959,016 shares of Common Stock issued to GLV on the Closing Date, have been or will be issued in reliance on the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D promulgated thereunder.

Entry into a Material Definitive Agreement. On April 17, 2026, Nexalin Technology, Inc. (the “Company”) entered into a Scope of Work (the “SOW”) with Lindus Health Limited (“Lindus Health”), a clinical research organization based in the United Kingdom. The SOW is governed by a Master Services Agreement (“MSA”) previously entered into between the parties and sets forth the terms under which Lindus Health will conduct the Company’s pivotal clinical trial for its HALO Clarity device (the “Pivota…

Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 21, 2026, Nexalin Technology, Inc. (the “Company”) received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.001per share (“Common Stock”), for the last 30 consecutive business days, the Company is not current…

Entry into a Material Definitive Agreement. On October 15, 2025, Nexalin Technology, Inc., a Delaware corporation headquartered in Houston, Texas (the “ Company ”), entered into an Amendment No. 2 (the “ Amendment ”) to that certain equity distribution agreement, dated April 29, 2025 (as amended by that certain Amendment No. 1 to the Equity Distribution Agreement, dated May 5, 2025, the “ Equity Distribution Agreement ”) with Maxim Group LLC, as exclusive sales agent (the “ Agent ”). The Equi…

Chief Financial Officer — Justin Van Fleet: The company hired a new Chief Financial Officer with extensive experience.

Chief Financial Officer — Justin Van Fleet: The company hired a new CFO with significant experience and provided detailed compensation terms.

Other Events. On May 5, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward-Looking Statements This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). Such forward-looking statements include but are not limited to statements about…

Entry into a Material Definitive Agreement. On May 4, 2025, Nexalin Technology, Inc. (the “Company”) entered into an underwriting agreement dated as of May 4, 2025 (the “Underwriting Agreement”) with Maxim Group LLC (the “Representative”) in connection with the offering of an aggregate of 3,850,000 shares (“Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share (the “Offering”). The public offering price was $1.30 per Share, before deducting underwriting disco…

Entry into a Material Definitive Agreement. On April 29, 2025, Nexalin Technology, Inc., a Delaware corporation headquartered in Houston, Texas (the “Company”) established an “at-the-market” offering (the “ATM Program”) through which the Company may sell, from time to time through Maxim Group LLC, as exclusive sales agent (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Shares”). On May 5, 2025, in connection with the Company’s effective shelf registration…

Change in Registrant’s Certifying Accountant On November 1, 2024, CBIZ CPAs P.C. acquired the attest business of Marcum LLP (“Marcum”). On April 16, 2025, Marcum informed Nexalin Technology, Inc. (the “Company”) that Marcum resigned as the Company’s independent registered public accounting firm. Also on April 16, 2025, the Company, with the approval of the Audit Committee of the Company’s Board of Directors, engaged CBIZ CPAs P.C. as the Company’s independent registered public accounting firm…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 23, 2024, Nexalin Technology, Inc. (the “Company”) received written notice (the “Notice”) from the Nasdaq Stock Market (“Nasdaq”) that, because the closing bid price for the Company’s common stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Global Market…

Senior Vice President Quality, Regulatory and Clinical Affairs — Carolyn Shelton: Nexalin appointed Carolyn Shelton as Senior Vice President Quality, Regulatory and Clinical Affairs.

Senior Vice President of Clinical, Quality, & Regulatory Affairs — Michael Nketiah: Mr. Nketiah resigned to pursue another professional opportunity.

Other Events. On June 27, 2024, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Forward-Looking Statements This current report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (“PSLRA”). Such forward-looking statements include but are not limited to statements abo…