Correspondence from Nexalin Technology, Inc. (NXL)
Nexalin Technology, Inc.
Date: Sept. 23, 2025 · CIK: 0001527352 · Accession: 0001829126-25-007612
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41507, 333-286711
Referenced dates: September 11, 2025
Letter
United States Securities and Exchange Commission Division of Corporation Finance – Office of Attention: Nudrat Salik Nexalin Technology, Inc. Comment Letter dated September 11, 2025 Form 10-K for year ended December 31, 2024 File No. 001-41507
Dear Mr. Salik:
Reference is made to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 11, 2025 (“Comment Letter”), commenting on the filing of the Form 10-K for the year ended December 31, 2024 (“Form 10-K”), as amended, of Nexalin Technology, Inc. (the “Company”). I am responding on behalf of the Company, as its United States securities counsel, to the Comment Letter. The response format sets forth the Staff comment followed by the Company response thereto.
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.
Response
The Company has reviewed the above comment and the related rules and regulations and will follow them in the future.
Securities and Exchange Commission
September 23, 2025
Page 2
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 65
2. 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 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.
Response
The Company has amended Item 9A of the Form 10-K to express the required modifications to its conclusions.
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.
Response
The Company has filed revised Exhibits 31.1 and 31.2, along with the full repetition of the Financial Statements and Exhibits 32.1 and 32.2. The Company has also filed a new auditor’s consent to the incorporation of its report on the Financial Statements for the purpose of its being incorporated into a Registration Statement on Form S-1, Registration Statement No. 333-286711, which was filed after the filing of the Form 10-K.
**********
Securities and Exchange Commission
September 23, 2025
Page 3
The Company understands that its management persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the Securities and Exchange Commission.
If you have any questions about the foregoing, please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.
Very truly yours,
/s/ Golenbock Eiseman Assor Bell & Peskoe LLP
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Address: AHudders @GOLENBOCK.COM
September 23, 2025
United States Securities and Exchange Commission
Division of Corporation Finance – Office of
Industrial Applications and Services
Washington, DC 20549
Attention: Nudrat Salik
Tracey Houser
Juan Grana
Conlon Danberg
Re:
Nexalin Technology, Inc.
Comment Letter dated September 11, 2025
Form 10-K for year ended December 31, 2024
File No. 001-41507
Dear Mr. Salik:
Reference is made to the letter of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), dated September 11, 2025 (“Comment
Letter”), commenting on the filing of the Form 10-K for the year ended December 31, 2024 (“Form 10-K”), as amended,
of Nexalin Technology, Inc. (the “Company”). I am responding on behalf of the Company, as its United States securities counsel,
to the Comment Letter. The response format sets forth the Staff comment followed by the Company response thereto.
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.
Response
The Company has reviewed
the above comment and the related rules and regulations and will follow them in the future.
Securities and Exchange Commission
September 23, 2025
Page 2
Item 9A. Controls and Procedures
Management's Report on
Internal Control Over Financial Reporting, page 65
2. 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 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.
Response
The Company has amended
Item 9A of the Form 10-K to express the required modifications to its conclusions.
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.
Response
The Company has filed
revised Exhibits 31.1 and 31.2, along with the full repetition of the Financial Statements and Exhibits 32.1 and 32.2. The Company has
also filed a new auditor’s consent to the incorporation of its report on the Financial Statements for the purpose of its being incorporated
into a Registration Statement on Form S-1, Registration Statement No. 333-286711, which was filed after the filing of the Form 10-K.
**********
Securities and Exchange Commission
September 23, 2025
Page 3
The Company understands that its management persons
are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff of the Securities and Exchange Commission.
If you have any questions about the foregoing,
please do not hesitate to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.
Very truly yours,
/s/ Golenbock Eiseman Assor Bell & Peskoe LLP
Golenbock Eiseman Assor Bell & Peskoe LLP
cc: Mr. Mark White,
Chief Executive Officer
Justin Van Fleet
Chief Financial Officer