Nexalin Technology, Inc. filed a Definitive Proxy Statement (DEF 14A) on November 6, 2026, calling a Special Meeting of Stockholders to be held virtually on December 4, 2026, to seek approval for a common stock issuance to Alumni Capital LP under a purchase agreement executed in August 2026.

Key Highlights

  • Meeting date and format: A virtual-only Special Meeting is scheduled for December 4, 2026 at 10:00 a.m. Eastern Standard Time.
  • Core proposal: Stockholders are asked to approve the issuance of common stock to Alumni Capital LP under the Any Market Purchase Agreement dated August 19, 2026, in an amount equal to or in excess of 20% of shares outstanding immediately prior to execution of that agreement, for compliance with Nasdaq Listing Rule 5635(d).
  • Record date and share count: The record date is October 30, 2026; as of that date, 1,149,259 shares of common stock, par value $0.001 per share, were outstanding.
  • Recent reverse stock split: The company effected a 1-for-30 reverse stock split of its outstanding common stock on August 28, 2026; all share and per share amounts in the proxy reflect this adjustment.
  • Board recommendation: The Board of Directors recommends a vote "FOR" both Proposal No. 1 and Proposal No. 2 (adjournment, if needed).
  • Vote threshold: Proposal No. 1 requires the affirmative vote of a majority of votes cast; abstentions and broker non-votes have no effect on the outcome.

Nexalin Technology Seeks Stockholder Approval for Alumni Capital Stock Issuance

According to the filing, Nexalin Technology, Inc. (NASDAQ:NXL), a Houston, Texas-based company headquartered at 1776 Yorktown Street, Suite 550, is soliciting proxies from its stockholders in connection with two agenda items at the December 4, 2026 Special Meeting. The principal matter before stockholders is approval of a share issuance to Alumni Capital LP under the Any Market Purchase Agreement, dated August 19, 2026. The filing states the issuance would include shares payable as a commitment fee and shares issuable upon exercise of pre-funded warrants issued under that agreement.

The filing discloses that the approval is sought specifically to comply with Nasdaq Listing Rule 5635(d), which governs transactions involving issuances of common stock at or above 20% of shares outstanding prior to the transaction. As of the October 30, 2026 record date, the company reported 1,149,259 shares of common stock outstanding. The proxy also notes that on August 28, 2026, the company completed a 1-for-30 reverse stock split, and all share figures in the proxy statement have been adjusted to reflect that event. Quorum requires holders of not less than one-third of issued and outstanding shares to be present in person or by proxy.

The second proposal would authorize adjournment of the Special Meeting if sufficient votes to pass Proposal No. 1 have not been received by meeting time. The filing notes that because neither proposal is considered a "routine" matter under applicable rules, brokers and nominees are not expected to vote shares on behalf of beneficial owners absent specific voting instructions. Stockholders of record may vote via the internet, by returning a signed proxy card, or by attending the virtual meeting electronically using their assigned control number.

What Was Disclosed

Nexalin Technology filed a Definitive Proxy Statement covering a Special Meeting set for December 4, 2026, requesting stockholder approval to issue common stock to Alumni Capital LP in excess of Nasdaq's 20% threshold under a purchase agreement dated August 19, 2026, alongside a potential adjournment proposal.