SecProbe.io

September 11, 2025
Mark White
Chief Executive Officer
Nexalin Technology, Inc.
1776 Yorktown, Suite 550
Houston, TX 77056
Re:Nexalin Technology, Inc.
Form 10-K for the Year Ended December 31, 2024
File No. 001-41507
Dear Mark White:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2024
General
1.In future filings, please ensure that a preliminary proxy statement and preliminary
form of proxy are on file with the Commission for at least ten calendar days prior to
the date a definitive proxy statement and definitive form of proxy are first sent to
security holders if any "non-routine" matters are to be acted upon. Please refer
to Rule 14a-6(a) of Regulation 14A. In this regard, we note that you filed a definitive
proxy statement on January 17, 2024 to approve an amendment to Nexalin's certificate
of incorporation to effect a reverse stock split without first filing a preliminary proxy
statement.
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 65
Your conclusion in your current report on internal control over financial reporting
refers to disclosure controls and procedures rather than internal control over financial
reporting. Please amend your filing to disclose management’s conclusion on the
effectiveness of your internal controls over financial reporting as of December 31,
2024. We remind you that management is not permitted to conclude that internal 2.

September 11, 2025
Page 2
control over financial reporting is effective if there are one or more material
weaknesses in the internal control over financial reporting. Refer to Item 308(a)(3) of
Regulation S-K.

Exhibits 31.1 and 31.2, page EX-31
3.We note that the certifications provided as Exhibits 31.1 and 31.2 do not include
paragraph 4(b) pursuant to Item 601(b)(31) of Regulation S-K. Please amend your
filing to provide revised certifications as well as full Item 9A disclosures and financial
statements. Refer to Question 246.13 of the Regulation S-K Compliance & Disclosure
Interpretations for guidance. Please also make conforming changes in all of your
future periodic filings.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Nudrat Salik at 202-551-3692 or Tracey Houser at 202-551-3736 if
you have questions regarding comments on the financial statements and related
matters. Please contact Juan Grana at 202-551-6034 or Conlon Danberg at 202-551-4466
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services