{"url_path":"/sec/nxl/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/1527352/0001829126-26-005453-index.html","accession_number":"0001829126-26-005453","cik":"0001527352","ticker":"NXL","issuer_name":"Nexalin Technology, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527352/0001829126-26-005453-index.html","primary_entity_key":"0001527352","primary_entity_name":"Nexalin Technology, Inc."},"word_count":768,"has_tables":true,"body_markdown":"** **\n\n**Item 1.01**\n**Entry into a Material Definitive Agreement.**\n\n \n\n*Stock Purchase Agreement*\n\n \n\nOn May 14, 2026, Nexalin Technology, Inc. (the “Company”)\nentered into a Stock Purchase Agreement (the “Purchase Agreement”) with GreenLight Ventures LLC, a North Carolina limited\nliability company (“GLV”). Pursuant to the Purchase Agreement, the Company purchased from GLV, 100 shares (the “PONM\nShares”) of common stock, no par value, of PONM, Inc., a North Carolina corporation (“PONM”), representing all of the\nissued and outstanding shares of PONM.\n\n \n\nAs consideration for the PONM Shares, the Company agreed to issue to\nGLV shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), with an aggregate value of $1.3\nmillion (such shares, the “Consideration Shares”). The number of Consideration Shares issuable under the Purchase Agreement\nwill based on the volume-weighted average price per share of the Common Stock on The Nasdaq Capital Market for the 30 trading days ending\non the trading day prior to the closing date, as noted below.\n\n \n\nThe Consideration Shares are issuable in four tranches: 45% at closing;\n20%, on the date that is 90 days after the closing date; 20%, on the date that is 180 days after the closing date; and 15%, on the date\nthat is 270 days after the closing date. Closing of the first tranche under the Purchase Agreement occurred, and the Company issued the\ninitial tranche of the Consideration Shares, or 959,016 shares of Common Stock, on May 14, 2026 (the “Closing Date”). The\nunissued Consideration Shares are subject to specified protective provisions prior to issuance of the final tranche, including down-round\nprotection for certain issuances below the applicable per share price, equitable adjustment for stock splits, reverse stock splits, recapitalizations,\nreclassifications and similar capital adjustments, and delisting protection, in each case, subject to a floor of $0.61 per share and a\nceiling of $1.15 per share. The Purchase Agreement also provides for an acceleration of the issuance of all remaining unissued Consideration\nShares upon a change of control of the Company.\n\n \n\nBy acquiring PONM pursuant to the Purchase Agreement, the Company,\nthrough PONM, secured the benefit of PONM’s exclusive license to certain of GLV’s software and platform technology supporting\nthe Company’s HALO™ Clarity program and NeuroCare™ virtual clinic (the “PONM Field of Use”).\n\n \n\nThe foregoing description of the Purchase Agreement does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which will be filed\nwith the Securities and Exchange Commission (the “SEC”) as an exhibit to the Company’s Quarterly Report on Form 10-Q\nfor the quarter ended June 30, 2026.\n\n \n\n*Collaboration Agreement*\n\n \n\nOn May 14, 2026, the Company entered into a Collaboration Agreement\n(the “Collaboration Agreement”) with GLV to support the development, compliance and commercialization of the Company’s\ncranial electrotherapy stimulation technologies and related products using certain licensed software associated with GLV’s digital\ntechnology platforms. Prior to the Company’s entry into the Purchase Agreement and the Collaboration Agreement, GLV and PONM entered\ninto a License Agreement, dated April 30, 2026 (the “License Agreement”), under which PONM obtained an exclusive license to\nuse certain GLV software within the PONM Field of Use.\n\n \n\nUnder the Collaboration Agreement, GLV will provide development services\nunder schedules of work and, upon request, infrastructure support services. Unless otherwise specified in a schedule of work, the Company\nwill pay GLV $10,000 per month for such development services, with approved excess development services and approved infrastructure support\nservices billed at rates set forth in the Collaboration Agreement.\n\n \n\nThe Collaboration Agreement has an initial term of 24 months and may\nbe terminated by either party upon 180 days’ written notice or for an uncured material breach. If GLV is the breaching party, the\nCompany is released from certain payment obligations for work not received or accepted and retains rights and licenses in software developed\nby GLV during paid service allotments.\n\n \n\nThe Collaboration Agreement provides that each party retains its background\nintellectual property. GLV owns improvements to the licensed software created by GLV or jointly with the Company or a third party during\nthe term, and grants the Company a exclusive, perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use such intellectual\nproperty solely within the PONM Field of Use.\n\n \n\nThe foregoing description of the Collaboration Agreement does not purport\nto be complete and is qualified in its entirety by reference to the full text of the Collaboration Agreement, a copy of which will be\nfiled with the Securities and Exchange Commission as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended\nJune 30, 2026.\n\n \n\n1"}