Wednesday, September 21 2022

Item 1.01. Conclusion of a significant definitive agreement.

The registration statement on Form S-1 (SEC File Number 333-261989) (the “Registration Statement”) of Nexalin Technology, Inc. (the “Company”) in connection with its initial public offering under the Securities Act of 1933, as amended (the “Act”), has been declared effective by the Security and Exchange Commission on
September 15, 2022.

On September 20, 2022, Nexalin Technology, Inc. (the “Company”) completed the IPO. Maxim Group LLC (Maxim”) acted as sole bookrunner in connection with the offering.

The offer consisted of 2,315,000 common shares and 2,315,000 accompanying warrants to purchase 2,315,000 common shares. Each common share was sold with a warrant to purchase one common share with an exercise price of $4.15 per share at a combined offering price of $4.15for a gross product of about $9.6 million, before deducting subscription discounts and offering costs. In addition, Maxim partially exercised its over-allotment by purchasing 347,250 warrants. The Company received net proceeds of approximately $8.7 million after subscribers’ fees and commissions.

In connection with the Closing, the Company’s warrant agency agreement (“Warrant Agreement”) with Continental Stock Transfer and Trust Company has become effective. Pursuant to the warrant agreement, Continental Stock has agreed to act as warrant agent for the common shares issued under the initial public offering. Pursuant to the warrant agency agreement, the warrants are exercisable for a term of three years (September 192025).

The warrants are redeemable, in whole and not in part, at the price of $0.01 by mandate:

? at any time as long as the warrants are exercisable,

? subject to written redemption notice of at least 30 days,

? if, and only if, the last sale price of our common stock is equal to or greater than

$12.45 per share (300% of IPO price) for 20 trades

days during a 30 business day period ending three (3) business days before we

send the redemption notice, and

? if, and only if, there is an effective registration statement with

with respect to the common shares underlying such warrants at the time of

redemption and throughout the 30-day trading period referred to above and

continuing each day thereafter until the redemption date.

A copy of the retainer agency agreement is attached to this Form 8-K as Exhibit 4.1.

The above summary of the Warrant Agency Agreement is qualified in its entirety by reference to the full text of the Warrant Agency Agreement dated
September 15, 2022. A copy of the Underwriting Agreement is attached hereto as Schedule 1.1 to this current Report on Form 8-K (this “Report”) and is incorporated herein by reference. The provisions of the Subscription Agreement, including the representations and warranties contained therein, do not inure to the benefit of any party other than the parties to this Agreement and are not intended to be relied upon as a document by which investors or the public may obtain factual information about the current state. business of the Company.


Item 8.01 Other Information.

On September 20, 2022 the Company has published a press release announcing the closing of the Offer. A copy of the press releases is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

A definitive prospectus relating to the offering will be filed with the SECOND and will be available on DRY website at The offering is being made only by means of a prospectus forming part of the effective registration statement. Electronic copies of the prospectus relating to this offering, when available, may be obtained from Maxim Group LLC, 300 Park Avenue16th floor, New York, New York 10022, at (212) 895-3745. Before investing in this offering, interested parties should read in its entirety the registration statement that the Company has filed with the SECONDwhich provides additional information about the Company and this offering.

Information disclosed under this Section 8.01, including Exhibit 99.1, is provided for informational purposes only and will not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended ( the “Exchange Act”), or otherwise subject to the responsibilities of this section, and shall not be deemed to be incorporated by reference in any filing under the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits

The following documents are filed herewith:

Exhibit No.   Description

4.1             Underwriting Agreement, dated as of September _, 2022 between  the
              Registrant and Maxim Group LLC

99.1            Press Release dated September 15, 2022


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