Business Context and Reporting Period
Company: Nexalin Technology, Inc. (NXL)
Filing Type: Form 8-K (Current Report)
Date of Report: August 19, 2026
Reporting Period: Immediate event reporting for agreements entered into on August 19, 2026.
Business Context: The Company, an emerging growth company incorporated in Delaware, entered into a registered direct offering and an Any Market Purchase Agreement (AMPA) to secure capital. The Company's common stock trades on The Nasdaq Capital Market.
Key Financial Metrics and Transaction Details
This filing details specific financing transactions rather than periodic financial performance metrics (e.g., revenue, net income, or operating cash flow). The filing text does not provide a clear value for the Company's current revenue, profit, or existing debt levels.
| Metric | Value/Detail |
|---|---|
| Registered Direct Offering Shares | 2,419,355 shares |
| Offering Price | $0.31 per share |
| Gross Proceeds (Registered Offering) | Approximately $750,000 |
| Common Warrants Issued | 1,209,677 warrants |
| Warrant Exercise Price | $0.50 per share |
| Warrant Expiration | One year from issuance |
| Potential Warrant Proceeds | Approximately $604,839 (if fully exercised for cash) |
| AMPA Investment Amount | Up to $15 million |
| AMPA Commitment Fee | $300,000 (2% of Investment Amount) |
| Financial Advisor Fee (Maxim Group) | $100,000 (non-refundable cash) |
Material Changes and Agreements
The Company executed two primary material definitive agreements on August 19, 2026:
- Securities Purchase Agreement: A registered direct offering with a single institutional investor (Alumni Capital LP) to sell 2,419,355 shares of common stock and 1,209,677 warrants. The offering is expected to close on or about August 20, 2026.
- Any Market Purchase Agreement (AMPA): An agreement with Alumni Capital LP allowing the Company to sell up to $15 million of common stock over time. The term ends on December 31, 2027, or earlier if the investment amount is reached or the stock ceases trading on a principal market.
Pricing Mechanism (AMPA): The purchase price is determined by the Company's election of either 92% of the lowest VWAP for the three prior business days or 97% of the lowest traded price for the prior business day.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The Company expects to consider market conditions and trading prices when determining whether to make sales under the AMPA. The Company cannot predict when or if the Common Warrants will be exercised.
Risks and Contingencies:
- Registration Risk: The Company must file a resale registration statement within 20 business days and have it declared effective within 60 days. Failure to do so triggers a $175,000 liquidated damages payment to the Purchaser.
- Delisting Risk: If the Common Stock ceases to be listed on The Nasdaq Capital Market within 30 business days of the AMPA, the commitment fee increases from 2% to 3% of the Investment Amount.
- Dilution Limits: Issuances under the AMPA are subject to a beneficial ownership limitation (initially 4.99%, expandable to 9.99%) and the Nasdaq "Exchange Cap" (Rule 5635(d)), which may require stockholder approval for issuances exceeding 20% of outstanding shares.
- Warrant Exercise: Warrants may only be exercised on a cashless basis if no effective registration statement is available for the underlying shares.
Key Facts for Investor Verification
- Verify the closing of the registered direct offering and the receipt of the approximately $750,000 in gross proceeds.
- Monitor the effectiveness of the resale registration statement required for the AMPA and warrant shares to avoid the $175,000 penalty.
- Track the Company's stock price relative to the AMPA pricing formula (92% or 97% of market price) to assess potential dilution costs.
- Confirm whether the Company pays the $300,000 commitment fee in cash or shares/pre-funded warrants.
- Review future filings for any stockholder approval requests related to the Nasdaq Exchange Cap if significant sales occur under the AMPA.