Item 5. Other Information
Item 5.
Other Information
None.
36
Item 6.
Exhibits
Exhibits and Financial Statement Schedules.
(a) Exhibits.
Exhibit
Number
Description
of Document
1.1**
Underwriting Agreement dated as of September 15, 2022 between the Registrant and maxim Group LLC
3.1*
Certificate
of Incorporation, as amended and as currently in effect.
3.2*
Amended
and Restated Bylaws.
4.1*
Form
of Specimen stock certificate evidencing shares of common stock.
4.2*
Warrant Agreement between the Company and Continental Stock Transfer and Trust company as warrant agent dated as of September 16, 2022
4.3*
Form
of Warrant Certificate (filed as part of Exhibit 4.2)
5.1*
Opinion
of Warshaw Burstein, LLP as to legality of the shares.
10.1*
potential
Joint Venture Agreement between the Company and Wider Limited, and Supplement thereto, dated as of September 21, 2018, as supplemented
by Supplement Number 1.
10.2*
Employment
Agreement between the Company and Mark White dated as of February 15, 2021.
10.3*
Agreement
between the Company and David Owens, M.D. dated as of February 15, 2021
10.4*
Quality
Assurance Agreement between the Company and Apical Instruments dated December 31, 2020.
10.5*
Advisor
Agreement with Leonard Osser dated as of December 22,2021.
10.6*
Advisor
Agreement with Tucker Anderson dated as of December 24, 2021.
10.7*
Advisor
Agreement with Gian Domenico Trombetta dated December 24, 2021.
10.8*
Employment
Agreement between the Company and Marilyn Elson dated as of January 11, 2022
10.9*
Amendment
and Deferral Agreement dated as of March 30, 2022 to Consulting Agreement between the Company and US Asian Consulting Group LLC
10.10*
Supplement
Number 2 to potential Joint Venture Agreement dated as of March 1, 2022 between the Company and Wider Come Limited.
10.11*
Amendment
to Employment Agreement with David Owens, M.D.
10.12*
Form
of Lock-Up Agreement.
10.13*
Consulting
Agreement dated as of May 9, 2018 as amended between the Company and US Asian Consulting Group, LLC, as amended on January 2, 2019
and March 4, 2021
10.14*
Promissory
Note in favor Mark White dated as of November 1, 2021, as amended
10.15*
Distribution
Authorization Agreement dated as of May 1, 2019 with Wider Come Limited.
23.1*
Consent
of Friedman LLP, independent registered public accounting firm.
23.2*
Consent
of Warshaw Burstein, LLP (included in Exhibit 5.1).
31.1****
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2****
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
32.1****
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*** *
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1*
Code
of Ethics
99.2*
Audit
Committee Charter
99.3*
Compensation
Committee Charter
99.4*
Nominating
and Corporate Governance Committee Charter
* Previously
filed as an exhibit to Form S-1 as declared effective by the SEC on September 15, 2022 (SEC File Number 333-261989).
** Previously
filed as an exhibit to Form 8-K as filed with the SEC on September 20, 2022
*** Previously
filed as an exhibit to Form 8-K/A as filed with the SEC on September 20, 2022.
**** filed
as an exhibit to this Form 10-Q.
37
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 10-Q to be signed on
its behalf by the undersigned thereunto duly authorized on the 10th day of November, 2022.
NEXALIN TECHNOLOGY, INC.
By:
/s/ Mark White
Mark White
Chief Executive Officer
Principal Executive Officer
By:
/s/ Marilyn Elson
Marilyn Elson
Chief Financial Officer
Principal Financial Officer
38
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.