Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): September 16, 2024

 

NEXALIN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41507		27-5566468
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1776 Yorktown, Suite 550

Houston, TX 77056

Registrant’s telephone number, including area code: [phone]

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		NXL		The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock		NXLIW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 16, 2024, Nexalin Technology, Inc. (“Nexalin”) appointed Carolyn Shelton as Senior Vice President Quality, Regulatory and Clinical Affairs, effective as of September 16, 2024.

 

Prior to joining Nexalin, Ms. Shelton, age 62, served as Vice President, Regulatory, Quality and Clinical of Openwater Health, LLC, Vice President, Worldwide Regulatory, Quality, Medical Affairs, and Product Steward for Advanced Sterilization Products, Inc., and Vice President, Regulatory, Quality, Medical Affairs, and Clinical for Medtronic.

 

Nexalin entered into a letter agreement (the “Letter Agreement”) with Ms. Shelton in connection with her appointment as Senior Vice President Quality, Regulatory and Clinical Affairs. The Letter Agreement provides that Ms. Shelton will receive an annual base salary of $300,000. In addition, Ms. Shelton will be eligible for an annual discretionary bonus of $40,000 based on the achievement of certain performance milestones. Nexalin has also agreed to grant Ms. Shelton, subject to approval of the Board of Directors and based on the achievement of certain milestones, stock options pursuant to the Company’s 2023 Equity Incentive Plan to purchase shares of the Company’s Common Stock with a value of $60,000 (determined based on the exercise price approved by the Board). Such options will vest equally over a three year period, beginning on September 16, 2025.

 

Other than the Letter Agreement, there is no arrangement or understanding with any person pursuant to which Ms. Shelton was appointed as Nexalin’s Senior Vice President Quality, Regulatory and Clinical Affairs, and there are no family relationships between Ms. Shelton and any director or executive officer of Nexalin. Additionally, there are no transactions between Ms. Shelton and Nexalin that would be required to be reported under Item 404 of Regulation S-K.

 

A copy of the Letter Agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit		Description
10.1		Letter Agreement between Nexalin Technology, Inc. and Carolyn Shelton
104		Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document)

 

1

 

 

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: September 19, 2024

 

2

 

 

 

Exhibit 10.1

 

 

 

1776 Yorktown, Suite 550

Houston, Texas 77056

 

September 3, 2024

 

Ms. Carolyn Shelton

 

Re:

Terms of Employment

 

Dear Carolyn,

 

We are very excited at the prospect of your joining Nexalin Technology, Inc. (the “Company”). Our offer of employment is for the position listed below and is subject to the following terms and conditions:

 

1. Title/Position. Senior Vice President Quality, Regulatory, and Clinical Affairs.

 

2. Salary. Base annual salary of $300,000.

 

3. Bonus. Upon the achievement of to-be-determined milestones, annual cash bonus in the amount of $40,000, to be paid in two separate payments of $20,000. Achievement of bonus milestones to be determined in fourth quarter of each year and paid at the end of first and third quarters of the succeeding year. In addition, eligibility for a $20,000 cash bonus in connection with performance during fourth quarter of 2024 (such bonus, if earned, to be paid at the end of the first quarter of 2025).

 

4. Performance Based Options. Upon the achievement of to-be-determined milestones, you will be entitled to stock options having an exercise price equal to $60,000. The exercise price will be the closing price of the Company’s publicly-traded common stock on the date the grant of stock options is approved by the Company’s Board of Directors. The options will vest in equal portions over the three year period beginning on the first anniversary of your employment commencement date and will otherwise be subject to the terms and conditions of an option grant agreement to be entered into between you and Nexalin.

 

5. Moving Expenses. The Company will pay an amount not to exceed $5,000 of any moving/relocation costs you incur in connection with your relocation to the Houston, Texas area.

 

 

 

 

6. Benefits.

 

(a)

Participation in all employee benefit plans or programs generally available to other employees of the Company, from time to time, to the extent you are eligible to participate under the terms of each particular plan or program.

 

(b)

Five (5) weeks paid time off per full calendar year.

 

7. Nature of Employment. Your employment with the Company will be “at will” which means that your employment with the Company is for no definitive period and can be terminated at any time, by either you or the Company for any or no reason, with or without notice. Your “at will” status cannot be changed by any oral representation, written document or other conduct.

 

8. Tax Matters. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities, and you agree that you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation.

 

9. Interpretation, Amendment and Enforcement. This letter agreement constitutes the complete agreement between you and the Company regarding the subject matter set forth herein. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company will be governed by Delaware law, excluding laws relating to conflicts or choice of law.

 

	Sincerely,
	Nexalin Technology, Inc.
	By:	/s/ Mark White
		Mark White
		President and Chief Executive Officer

 

I have read and accept this employment offer:.

 

Signature:	/s/ Carolyn Shelton		Date:	September 3, 2024
	Carolyn Shelton

 

 

Cover	Sep. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 16, 2024
Entity File Number	001-41507
Entity Registrant Name	NEXALIN TECHNOLOGY, INC.
Entity Central Index Key	0001527352
Entity Tax Identification Number	27-5566468
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1776 Yorktown
Entity Address, Address Line Two	Suite 550
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	(832)
Local Phone Number	260-0222
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	NXL
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock
Trading Symbol	NXLIW
Security Exchange Name	NASDAQ

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