Nexalin Technology, Inc. 8-K

What Happened
Nexalin Technology, Inc. (NXL) announced on May 14, 2026 that it entered a Stock Purchase Agreement with GreenLight Ventures LLC (GLV) to acquire PONM, Inc. Nexalin issued Consideration Shares with an aggregate value of $1.3 million to GLV; the first tranche (45%) closed on May 14, 2026 and Nexalin issued 959,016 shares of its common stock. The acquisition gives Nexalin, through PONM, the exclusive license to certain GLV software supporting Nexalin’s HALO™ Clarity program and NeuroCare™ virtual clinic (the “PONM Field of Use”). On the same date Nexalin and GLV signed a Collaboration Agreement for development, compliance and commercialization support tied to that licensed software.

Key Details

• Purchase Agreement date: May 14, 2026; PONM purchased: 100 shares (all issued & outstanding).
• Consideration: $1.3 million aggregate in Nexalin common stock, issued in four tranches (45% at closing; 20% at 90 days; 20% at 180 days; 15% at 270 days). Initial tranche issued: 959,016 shares on May 14, 2026.
• Share protections and pricing: unissued Consideration Shares have down‑round, adjustment and delisting protections, subject to a per‑share floor of $0.61 and ceiling of $1.15; issuance may be accelerated on a change of control.
• Collaboration Agreement: initial term 24 months; base charge $10,000/month for development services (additional services billed per agreement); GLV retains improvements but grants Nexalin an exclusive, perpetual, royalty‑free license for use within the PONM Field of Use.

Why It Matters
The deal transfers ownership of PONM and secures exclusive rights to GLV software that directly supports Nexalin’s HALO Clarity and NeuroCare offerings, which may streamline product development and commercialization efforts. For investors, the transaction involves immediate equity issuance (959,016 shares) and potential future dilution as remaining Consideration Shares are issued; protective pricing provisions and possible acceleration on a change of control will affect how and when additional shares hit the market. The Collaboration Agreement establishes a formal development relationship and ongoing fees ($10,000/month baseline), tying GLV’s technical services to Nexalin’s product pathway.