UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 27, 2024, Nexalin Technology, Inc. (the “Company”) entered into a placement agency agreement dated as of June 27, 2024 (the “PAA”) with Maxim Group LLC (the “Placement Agent”) in connection with an offering of an aggregate of 3,000,000 shares (“Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share (the “Offering”). The public offering price was $1.75 per Share, before deducting placement agent fees and estimated offering expenses. The Offering is expected to close on July 1, 2024, subject to customary closing conditions.
Pursuant to the PAA, the Company agreed to pay the Placement Agent a cash placement fee equal to 8.0% of the gross proceeds of the Offering, plus the reimbursement of up to $110,000 of expenses.
The Shares were offered by the Company pursuant to a Registration Statement on Form S-1, as amended (File No. 333- 279684), initially filed on May 23, 2024, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and declared effective on June 27, 2024.
The PAA contains customary representations, warranties, and agreements by the Company, customary conditions to closing, and indemnification obligations of the Company and the Placement Agent. The representations, warranties and covenants contained in the PAA were made only for purposes of such agreement and as of a specific date, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
A copy of PAA is filed hereto as Exhibit 10.1. The foregoing descriptions of the terms of the PAA are qualified in their entirety by reference to such exhibit.
| Item 8.01 | 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 about the Offering and other statements that are not historical facts. These forward-looking statements are subject to risks and uncertainties that may cause actual results or events to differ materially from those projected, including but not limited to the risks that the Offering does not occur when expected or at all because required conditions to closing are not satisfied on a timely basis or at all. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management’s current estimates, projections, expectations and beliefs. The Company undertakes no obligation to publicly revise or update the forward-looking statements to reflect events or circumstances that arise after the date of this report.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit | Description | |
| 10.1 | Placement Agency Agreement | |
| 99.1 | Press Release Dated June 27, 2024 | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) |
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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 28, 2024
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