Nexalin Technology Enters $750K Registered Offering; Up to $15M AMPA

What Happened

• On August 19, 2026, Nexalin Technology, Inc. announced two financing arrangements: (1) a registered direct offering of 2,419,355 shares of common stock at $0.31 per share (gross proceeds ≈ $750,000) plus concurrent private placement of common warrants to buy 1,209,677 shares at $0.50 (warrants expire one year and are immediately exercisable); and (2) an any‑market purchase agreement (AMPA) with Alumni Capital LP giving the company the right to sell, and Alumni the obligation to buy, up to $15 million of common stock over the agreement term (through Dec. 31, 2027 unless earlier terminated).
• The Company agreed to register resale of the common warrant shares and to file a resale registration statement for AMPA‑related securities (timing and effectiveness deadlines apply). Maxim Group acted as non‑exclusive financial advisor for the transactions for a $100,000 fee.

Key Details

• Registered offering: 2,419,355 shares at $0.31 per share; gross proceeds ≈ $750,000 (before expenses).
• Common warrants: 1,209,677 warrants at $0.50 exercise price; full cash exercise would yield ≈ $604,839 (exercise may be cashless if resale registration is not effective).
• AMPA facility: up to $15,000,000 available; commitment fee = 2% ($300,000) payable in cash or securities (increases to 3% if Nasdaq listing lost soon after signing).
• AMPA pricing options: per purchase, price equals either 92% of the lowest 3‑day VWAP prior to closing or 97% of the prior business day’s lowest traded price; Purchaser beneficial ownership limit default 4.99% (may be increased to 9.99% by notice). Failure to timely file AMPA resale registration can trigger $175,000 in liquidated damages.

Why It Matters

• These transactions provide immediate capital (≈ $750K) and a path to raise additional funds (possible $604K from warrant exercises plus up to $15M from the AMPA) without a single large equity sale up front. That can help fund operations or reduce cash pressure.
• However, the AMPA and warrants create potential dilution if exercised or used, and AMPA purchases are priced at discounts (92%/97%) which can put downward pressure on the stock if shares are sold into the market. Sales under the AMPA cannot begin until required resale registration is effective, and Nasdaq issuance limits and registration obligations could affect timing and volume of future issuances.
• Investors should note the fees and commitments (commitment fee, advisor fee) and that many terms (resale registration timing, beneficial ownership limits, pre‑funded warrant use) control how and when dilution may occur. This 8‑K reports financing deals rather than operating results.