Nexalin Technology, Inc. Announces Special Meeting of Stockholders on March 7, 2024

TL;DR

Nexalin Technology will hold a special meeting on March 7, 2024, to vote on a proposed reverse stock split and related adjournment matters.

AI Summary

Nexalin Technology, Inc. (NXL) filed a Proxy Statement (DEF 14A) with the SEC on January 17, 2024. Nexalin Technology, Inc. will hold a Special Meeting of Stockholders on March 7, 2024, at 10:00 a.m. EST via virtual webcast. The primary agenda item is to approve an amendment to the Certificate of Incorporation to effect a reverse stock split. The Board of Directors will be granted authority to determine the necessity and ratio of the reverse stock split. Stockholders will also vote on approving the adjournment of the meeting if insufficient votes are cast for Proposal 1. The record date for determining stockholders eligible to vote is January 17, 2024.

Why It Matters

For investors and stakeholders tracking Nexalin Technology, Inc., this filing contains several important signals. The proposed reverse stock split could significantly alter the company's share structure and potentially impact its stock price and market perception. Approval of adjournment authority gives the board flexibility to ensure necessary shareholder consensus is reached for the reverse stock split, potentially delaying the outcome.

Risk Assessment

Risk Level: — Nexalin Technology, Inc. shows moderate risk based on this filing. The company is seeking approval for a reverse stock split, which can be a sign of financial distress or a strategy to meet exchange listing requirements, indicating potential underlying issues.

Analyst Insight

Stockholders should carefully consider the implications of the reverse stock split and the board's discretionary power before voting.

Key Numbers

• March 7, 2024 — Special Meeting Date (Date of the Special Meeting of Stockholders)
• January 17, 2024 — Record Date (Date for determining stockholders eligible to vote)
• 10:00 a.m. EST — Meeting Time (Time of the Special Meeting)

Key Players & Entities

• Nexalin Technology, Inc. (company) — Registrant name
• March 7, 2024 (date) — Date of Special Meeting
• January 17, 2024 (date) — Record date for stockholders
• 10:00 a.m. (Eastern Standard Time) (time) — Time of Special Meeting
• 1776 YORKTOWN STREET SUITE 550 HOUSTON TX 77056 (address) — Company business address

FAQ

Risk Factors

• Reverse Stock Split Approval [medium — financial]: The company seeks stockholder approval for an amendment to its Certificate of Incorporation to effect a reverse stock split, granting the board authority to determine the ratio.

Industry Context

Nexalin Technology, Inc. operates in the electromedical and electrotherapeutic apparatus industry.

Regulatory Implications

The filing is a Definitive Proxy Statement (DEF 14A) under the Securities Exchange Act of 1934, detailing corporate actions requiring shareholder approval.

What Investors Should Do

1. Review the proxy statement thoroughly to understand the implications of the proposed reverse stock split.
2. Vote on Proposal 1 regarding the reverse stock split amendment.
3. Consider the implications of Proposal 2, the adjournment of the meeting, if necessary.

Key Dates

• 2024-03-07: Special Meeting of Stockholders — To approve a reverse stock split and related matters.
• 2024-01-17: Record Date — Determines stockholders eligible to vote at the Special Meeting.

Year-Over-Year Comparison

This is a DEF 14A filing, indicating a formal solicitation of proxies for an upcoming shareholder meeting, distinct from routine quarterly or annual reports.

Key Financial Figures

• $1.00 — maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listi
• $5 million — no longer complied with Nasdaq’s $5 million minimum stockholder equity initial list

Filing Documents

• nexalintech_def14a.htm (DEF 14A) — 140KB
• proxy_001.jpg (GRAPHIC) — 195KB
• proxy_002.jpg (GRAPHIC) — 145KB
• 0001829126-24-000221.txt ( ) — 609KB

From the Filing

DEF 14A 1 nexalintech_def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 NEXALIN TECHNOLOGY, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NEXALIN TECHNOLOGY, INC. 1776 Yorktown, Suite 550 Houston, TX 77056 Notice of Special Meeting of Stockholders To be held on March 7, 2024 To our Stockholders: NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the “ Special Meeting ”) of Nexalin Technology, Inc. (“ Nexalin ” or the “ Company ”) will be held in a virtual-only meeting format conducted via live audio webcast located at https://www.cstproxy.com/nexalin/sm2024 on March 7, 2024 at 10:00 a.m. (Eastern Standard Time). The following items are scheduled for consideration and action at the Special Meeting. 1. To approve an amendment to the Company’s Certificate of Incorporation, as amended to date (the “ Reverse Stock Split Amendment ”), to effect a reverse stock split of the Company’s common stock and give the Company’s Board of Directors the authority to determine whether filing such Reverse Stock Split Amendment is necessary and, if so, the ratio of such split; 2. To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1; and 3. To transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. The Board of Directors has fixed the close of business on January 17, 2024 as the record date for determining the stockholders having the right to notice of and to vote at the Special Meeting. The Board of Directors recommends that you vote FOR the approval of the Reverse Stock Split Amendment and the grant of authority to the Company’s Board of Directors to determine whether filing such Reverse Stock Split Amendment is necessary and, if so, the ratio of such split, all as described in Proposal No. 1 of the Proxy Statement; and FOR the approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are insufficient votes to adopt Proposal 1, as described in Proposal 2 of the Proxy Statement. Attending the Virtual Meeting As described in the proxy materials for the Special Meeting, you are entitled to attend and participate in the virtual Special Meeting if you were a stockholder of record as of the close of business on January 17, 2024, the record date, or if you hold a legal proxy for the Special Meeting provided by your bank, broker-dealer, or other similar organization. The accompanying proxy materials include instructions on how to participate in the Special Meeting and how to vote your shares of the Company’s common stock in the Special Meeting. Stockholders attending the Special Meeting will be in a listen-only mode. However, virtual attendees will be able to vote and submit questions during the Special Meeting using the virtual Special Meeting website. Your vote is important. Whether or not you plan to attend the Special Meeting, you are encouraged to vote as soon as possible to ensure that your shares are represented at the Special Meeting. By order of the Chairman of the Board Leslie Bernhard Houston, Texas January 16, 2024 IMPORTANT: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE URGE YOU TO SUBMIT YOUR VOTE VIA THE INTERNET, TELEPHONE OR MAIL AS SOON AS POSSIBLE SO THAT YOUR SHARES CAN BE VOTED AT THE SPECIAL MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. IF YOU RECEIVE MORE THAN ONE PROXY CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY CARD SHOULD BE SIGNED AND RETURNED TO ENSURE THAT ALL OF YOUR SHARES WILL BE VOTED. We appreciate your giving this matter your prompt attention. Important Notice Regarding Availability of Proxy Materials for the Stockholder Meeting To Be Held On March 7 , 2024. THE PROXY MATERIALS FOR THE SPECIAL MEETING, INCLUDING THE PROXY THE “ PROXY MATERIALS ”) ARE ALSO AVAILABLE AT HTTPS://WWW.CSTPR

View Full Filing

View this DEF 14A filing on SEC EDGAR