GreenLight Ventures, LLC filed Amendment No. 1 to its Schedule 13D with the SEC on November 13, 2026, disclosing updated beneficial ownership of common stock in Nexalin Technology, Inc. following the issuance of a third tranche of shares on November 10, 2026.

Key Highlights

  • Beneficial ownership: GreenLight Ventures, LLC beneficially owns 133,475 shares of Nexalin Technology common stock, representing approximately 10.8% of the outstanding class.
  • Third tranche issued: On November 10, 2026, Nexalin issued 87,301 shares to GreenLight Ventures (the Tranche 3 Shares) in a private transaction at an Applicable Share Price of $2.9782 per share, for no cash consideration.
  • Anti-dilution adjustment: The Applicable Share Price for the third tranche was adjusted downward due to the Issuer's issuance on October 20, 2026, of 100,732 shares at approximately $2.9782 per share.
  • Reverse stock split: Nexalin effected a 1-for-30 reverse stock split on August 28, 2026; all share figures in this amendment reflect that adjustment.
  • Source of shares: The shares were acquired as consideration for GreenLight Ventures' sale of PONM, Inc. to Nexalin under a Stock Purchase Agreement dated May 11, 2026, with no cash funds used.
  • Fourth tranche pending: According to the filing, approximately 65,476 additional shares are expected in the fourth tranche, due on February 8, 2027, though that number may increase if the Applicable Share Price is adjusted downward again.
  • Consulting relationship: GreenLight Ventures provides consulting services to Nexalin under a Collaboration Agreement dated May 11, 2026, at a fee of $10,000 per month over a 24-month term.

GreenLight Ventures' Updated Stake in Nexalin After Third Tranche Issuance

According to the filing, GreenLight Ventures, LLC (the "Reporting Person"), a North Carolina limited liability company managed by Peter Gratale, submitted this amendment to update its Schedule 13D originally filed on September 3, 2026. The original filing had reported holdings on a pre-reverse-split basis of 1,385,246 shares. This amendment restates all figures to reflect Nexalin Technology's 1-for-30 reverse stock split, which became effective August 28, 2026.

The filing discloses that GreenLight Ventures' current 133,475 shares consist of 46,174 shares issued in the first and second tranches - specifically 31,967 shares on May 14, 2026, and 14,207 shares on August 18, 2026 - plus the 87,301 Tranche 3 Shares issued on November 10, 2026. All shares were issued as consideration under the Purchase Agreement for GreenLight Ventures' sale of PONM, Inc. to Nexalin, and the filing states that "no funds were used by the Reporting Person to acquire the shares." The percentage ownership of 10.8% is calculated against a base of 1,236,560 shares, comprised of 1,149,259 shares outstanding as of October 30, 2026, as reported in Nexalin's definitive proxy statement filed November 6, 2026, plus the 87,301 Tranche 3 Shares.

The filing also notes that David Owens, identified as a director and Chief Medical Officer of Nexalin, holds a minority ownership interest in GreenLight Ventures, though the Reporting Person states it has no right to designate or nominate any director of the Issuer. GreenLight Ventures holds sole voting and sole dispositive power over all 133,475 shares, with no shared power reported. The filing states that shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.

What Was Disclosed

GreenLight Ventures, LLC filed an amended Schedule 13D reporting 133,475 shares, or approximately 10.8%, of Nexalin Technology common stock following the November 10, 2026, issuance of 87,301 third-tranche shares under a stock purchase agreement, with all figures adjusted for a 1-for-30 reverse split.