Nexalin Technology, Inc. 8-K

What Happened

• Nexalin Technology, Inc. announced on June 16, 2026 that its Board adopted the Company’s Second Amended and Restated Bylaws, effective immediately. The new bylaws replace the prior bylaws and revise procedures for stockholder nominations, meeting notices, voting, board operations, indemnification, and other governance matters.

Key Details

• Adoption date: June 16, 2026; effective immediately upon Board approval.
• Quorum lowered from a majority of voting power to one‑third of the voting power of outstanding shares.
• Advance notice and nomination rules updated to address SEC Rule 14a‑19, including timing requirements and limits on the number of stockholder nominees; special-meeting nomination procedures clarified as exclusive.
• Replaces a prior prohibition on stockholder action by written consent with procedures for action by consent without a meeting (including record-date and independent inspector review rules).
• Adds forum selection provisions: Delaware Court of Chancery (or Delaware federal court if no jurisdiction) as exclusive forum for many internal corporate claims; federal district courts as exclusive forum for Securities Act claims; does not apply to Securities Exchange Act claims.
• Bylaws update Board-related provisions (terms, vacancies, removals, meeting organization), indemnification/advancement for directors and officers, and notice rules to conform with Delaware law.

Why It Matters

• Governance impact: Lowering the quorum threshold (to one‑third) can make it easier for meetings to take place and for actions to be validly conducted, potentially reducing the effort required to transact business at shareholder meetings.
• Stockholder influence: Tighter advance notice and nominee limits and clarified special-meeting nomination procedures (aligned with Rule 14a‑19) may affect how easily shareholders can nominate directors or bring proposals.
• Litigation and predictability: The new exclusive forum clauses concentrate many internal disputes in Delaware courts, which can reduce forum-shopping and provide more predictable dispute resolution; Securities Exchange Act claims remain outside that provision.
• Operational flexibility: Allowing action by written consent under specified procedures lets shareholders act without convening a meeting, which can accelerate certain corporate actions subject to the new procedural safeguards.

Investors should review the full Second Amended and Restated Bylaws (filed as Exhibit 3.1 to the 8-K) for complete language and consider how the governance changes may affect shareholder rights and corporate decision-making.