Nexalin Technology, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______. Commission file number: 001-41507 NEXALIN TECHNOLOGY, INC. (Exact name of Registrant as specified in its charter) Delaware 27-5566468 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1776 Yorktown , Suite 550 Houston , TX 77056 77056 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 832 ) 260-0222 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share NXL The Nasdaq Capital Market Warrants, exercisable for one share of Common Stock NXLIW The Nasdaq Capital Market Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No As of November 10, 2023, there were 7,436,562 shares of the Registrant’s common stock outstanding. NEXALIN TECHNOLOGY, INC. AND SUBSIDIARY FORM 10-Q For the Quarter Ended September 30, 2023 Page PART I. FINANCIAL INFORMATION ITEM 1. Financial Statements 1 Condensed Consolidated Balance Sheets at September 30, 2023 (unaudited) and December 31, 2022 1 Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited) for the three and nine months ended September 30, 2023 and 2022 2 Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) (unaudited) for the three and nine months ended September 30, 2023 and 2022 3 Condensed Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2023 and 2022 4 Notes to Unaudited Condensed Consolidated Financial Statements 5 ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 ITEM 3. Quantitative and Qualitative Disclosures about Market Risk 36 ITEM 4. Controls and Procedures 36 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings 38 ITEM 1A. Risk Factors 38 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 38 ITEM 3. Defaults Upon Senior Securities 38 ITEM 4. Mine Safety Disclosures 38 ITEM 5. Other Information 38 ITEM 6. Exhibits 39 SIGNATURES 40 i PART I—FINANCIAL INFORMATION Item 1. Financial Statements NEXALIN TECHNOLOGY, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS September 30, December 31, 2023 2022 (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 361,397 $ 162,743 Short-term investments 3,575,805 6,831,192 Accounts receivable (Includes related party of $ 10,207 and $ 0 , respectively) 14,483 4,875 Inventory 158,619 154,370 Prepaid expenses and other current assets 153,045 272,282 Total Current Assets 4,263,349 7,425,462 ROU Asset 1,963 6,171 Equipment, net of accumulated depreciation of $ 2,583 and $ 2,181 , respectively 100 503 Patent, net of amortization 72,355 - Equity Method Investment 96,000 - Total Assets $ 4,433,767 $ 7,432,136 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities: Accounts payable (Includes related party of $0 and $260,000, respectively) $ 72,549 $ 658,367 Accrued expenses 606,891 539,822 Lease liability, current portion 17,635 50,797 Loan payable - officer - 200,000 Note payable 500,000 500,000 Total Current Liabilities 1,197,075 1,948,986 Long-term Liabilities: Lease liability, net of current portion - 4,463 Total Liabilities 1,197,075 1,953,449 Commitments and Contingencies (Note 8) Stockholders’ Equity: Common stock, $ 0.001 par value; 100,000,000 shares authorized; 7,436,562 and 7,286,562 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively 7,437 7,287 Accumulated other comprehensive income 800 36,313 Additional paid in capital 79,485,835 77,824,427 Accumulated deficit ( 76,257,380 ) ( 72,389,340 ) Total Stockholders’ Equity 3,236,692 5,478,687 Total Liabilities and Stockholders’ Equity $ 4,433,767 $ 7,432,136 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 1 NEXALIN TECHNOLOGY, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues, net (Includes related party of $ 0 and $ 520,000 for the three months ended and $ 10,207 and $ 1,183,367 for the nine months ended respectively) $ 24,113 $ 545,323 $ 90,212 $ 1,282,933 Cost of revenues 3,973 187,298 20,457 356,345 Gross profit 20,140 358,025 69,755 926,588 Operating expenses: Professional fees 127,202 7,632 405,949 486,197 Salaries and benefits 363,330 164,142 965,988 469,996 Selling, general and administrative 1,945,145 479,445 2,769,641 1,083,809 Total operating expenses 2,435,677 651,219 4,141,578 2,040,002 Loss from operations ( 2,415,537 ) ( 293,194 ) ( 4,071,823 ) ( 1,113,414 ) Other income (expense), net: Interest income (expense), net ( 5,330 ) ( 10,452 ) ( 19,685 ) ( 45,886 ) Gain on sale of short-term investments 82,943 - 180,593 - Other income 40,735 168,245 42,875 168,245 Other income - PPP loan forgiveness - - - 22,916 Total other income (expense), net 118,348 157,793 203,783 145,275 Net loss ( 2,297,189 ) ( 135,401 ) ( 3,868,040 ) ( 968,139 ) Other comprehensive income (loss): Unrealized loss from short-term investments ( 32,289 ) - ( 35,513 ) - Comprehensive loss $ ( 2,329,478 ) $ ( 135,401 ) $ ( 3,903,553 ) $ ( 968,139 ) Net loss per share attributable to common stockholders - Basic and Diluted $ ( 0.31 ) $ ( 0.03 ) $ ( 0.53 ) $ ( 0.19 ) Weighted Average Shares Outstanding - Basic and Diluted 7,415,366 5,186,692 7,330,128 4,994,797 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 2 NEXALIN TECHNOLOGY, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Unaudited) Accumulated Other Comprehensive Gain Additional Total Stockholders’ Common Stock (Loss) on ST Paid-in Accumulated Equity Shares Amount Investments Capital Deficit (Deficit) Balance as January 1, 2022 4,879,923 $ 4,880 $ - $ 69,004,703 $ ( 70,691,524 ) $ ( 1,681,941 ) Stock issued for cash 850 1 - 5,099 - 5,100 Stock compensation 24,390 24 - 97,476 - 97,500 Net loss - - - - ( 393,249 ) ( 393,249 ) Balance as of March 31, 2022 4,905,163 $ 4,905 $ - $ 69,107,278 $ ( 71,084,773 ) $ ( 1,972,590 ) Stock compensation - - - 171,600 - 171,600 Net loss - - - - ( 439,489 ) ( 439,489 ) Balance as of June 30, 2022 4,905,163 $ 4,905 $ - $ 69,278,878 $ ( 71,524,262 ) $ ( 2,240,479 ) Stock Issued for cash 2,315,000 2,315 - 8,537,856 - 8,540,171 Stock compensation 59,798 60 - 184,231 - 184,291 Related party foregone interest - - - 2,718 - 2,718 Warrants issued for cash - - - 3,473 - 3,473 Net loss - - - ( 135,401 ) ( 135,401 ) Balance as of September 30, 2022 7,279,961 $ 7,280 $ - $ 78,007,156 $ ( 71,659,663 ) $ 6,354,773 Accumulated Other Comprehensive Gain Additional Total Common Stock (Loss) on ST Paid-in Accumulated Stockholders’ Shares Amount Investments Capital Deficit Equity Balance as of January 1, 2023 7,286,562 $ 7,287 $ 36,313 $ 77,824,427 $ ( 72,389,340 ) $ 5,478,687 Other comprehensive gain - - 4,756 - - 4,756 Net loss - - - - ( 748,414 ) ( 748,414 ) Balance as of March 31, 2023 7,286,562 $ 7,287 $ 41,069 $ 77,824,427 $ ( 73,137,754 ) $ 4,735,029 Other comprehensive loss - - ( 7,980 ) - - ( 7,980 ) Stock compensation - - - 88,388 - 88,388 Net loss - - - - ( 822,437 ) ( 822,437 ) Balance as of June 30, 2023 7,286,562 $ 7,287 $ 33,089 $ 77,912,815 $ ( 73,960,191 ) $ 3,993,000 Other comprehensive loss - - ( 32,289 ) - - ( 32,289 ) Stock compensation 150,000 150 - 1,573,020 - 1,573,170 Net loss - - - - ( 2,297,189 ) ( 2,297,189 ) Balance as of September 30, 2023 7,436,562 $ 7,437 $ 800 $ 79,485,835 $ ( 76,257,380 ) $ 3,236,692 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 3 NEXALIN TECHNOLOGY, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 3,868,040 ) $ ( 968,139 ) Adjustments to reconcile net loss to net cash used in operating activities: Bad debt - 11,175 Stock compensation 1,661,558 453,391 Depreciation 402 403 Amortization 2,105 - Forgiveness of interest expense - ( 168,361 ) Forgiveness of PPP Loan - ( 22,916 ) Non-cash lease expense 4,208 3,848 Gain on sale of short-term investments ( 180,593 ) - Changes in operating assets and liabilities: Accounts receivable ( 9,608 ) ( 5,224 ) Prepaid assets 119,237 ( 274,945 ) Inventory ( 4,249 ) ( 120,661 ) Accounts payable - related party ( 260,000 ) ( 149,320 ) Accounts payable ( 325,818 ) 93,819 Accrued expenses 67,069 1,785 Deferred revenue - ( 130,000 ) Lease liability ( 37,625 ) ( 34,097 ) Net cash (used) provided in operating activities ( 2,831,354 ) ( 1,309,242 ) Cash flows from investing activities: Sale of short-term investments 32,671,394 - Purchase of short-term investments ( 29,270,926 ) - Investment in Equity Method Investment ( 96,000 ) - Purchase of patents ( 74,460 ) - Net cash provided by investing activities 3,230,008 - Cash flows from financing activities: Sale of common stock for cash, net of financing fees - 8,545,270 Proceeds from exercise of warrants - 3,473 Payments on loan payable - shareholder - ( 37,200 ) Payments on notes payable - officer ( 200,000 ) - Net cash (used) provided in financing activities ( 200,000 ) 8,511,543 Net increase in cash and cash equivalents 198,654 7,202,301 Cash and cash equivalents - beginning of period 162,743 661,778 Cash and cash equivalents - end of period $ 361,397 $ 7,864,079 Non-cash investing and financing activities: Unrealized loss on short-term investments $ ( 35,513 ) $ - ROU asset and lease liability recorded $ - $ 11,359 Forgiveness of interest expense $ - $ 168,361 Forgiveness of PPP Loan $ - $ 22,916 The accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements. 4 NEXALIN TECHNOLOGY, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Corporate History Nexalin Technology, Inc. (“NV Nexalin”) was formed on October 19, 2010 as a Nevada corporation. The Company’s principal offices are located at 1776 Yorktown, Suite 550, Houston, Texas 77056. On September 6, 2019, Neuro-Health International, Inc. (“Neuro-Health”), a Nevada corporation and wholly owned subsidiary of NV Nexalin, was formed. Neuro-Health had no activity from December 6, 2019 (Inception) through September 30, 2023. On November 22, 2021, NV Nexalin entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nexalin Technology, Inc., a Delaware corporation (“Nexalin”, or the “Company”). Pursuant to the Merger Agreement, NV Nexalin merged with and into Nexalin with all shareholders of NV Nexalin receiving one common share of Nexalin in exchange for twenty shares of NV Nexalin held at the time of the Merger Agreement. NV Nexalin treated the transaction as a corporate reorganization with the historical consolidated financial statements of NV Nexalin becoming the historical consolidated financial statements of Nexalin. Nexalin had nominal assets and liabilities and did not conduct any operations prior to the reorganization other than its incorporation. NV Nexalin has retroactively applied the 20-for-1 exchange, effective on November 22, 2021, to share and per share amounts on the unaudited condensed consolidated financial statements for the nine months ended September 30, 2023 and 2022. NV Nexalin’s authorized shares of common stock were not affected as a result of the Merger Agreement. As a result of the Merger Agreement, NV Nexalin was dissolved, and Neuro-Health became a subsidiary of Nexalin. The Company completed its initial public offering on September 16, 2022. The initial public offering consisted of 2,315,000 units consisting of 2,315,000 shares of Common Stock and 2,315,000 accompanying warrants to purchase up to 2,315,000 shares of common stock. Each share of common stock was sold together with one Warrant, each to purchase one share of common stock with an exercise price of $ 4.15 per share at a combined offering price of $4.15, for gross proceeds of $ 9,607,250 , before deducting underwriting discounts and offering expenses. In addition, the underwriters purchased 347,250 warrants for net proceeds of $ 3,473 . Our shares and warrants began trading on the Nasdaq Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) on September 16, 2022, under the symbols “NXL” and “NXLIW”, respectively. Throughout this report, the terms “Nexalin,” “our,” “we,” “us,” and the “Company” refer to Nexalin Technology, Inc. Business Overview We design and develop innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. We developed an easy-to-administer medical device — referred to as Generation 1 or Gen-1 — that utilizes bioelectronic medical technology to treat anxiety and insomnia, without the need for drugs or psychotherapy. Our original Gen-1 devices are cranial electrotherapy stimulation (CES) devices that emit waveform at 4 milliamps during treatment and are presently classified by the U.S. Food and Drug Administration (“FDA”) as a Class II device. 5 While we continue providing services to medical professionals to support patients’ use of the Gen-1 devices which were in operation prior to December 2019, we are not making new sales or new marketing efforts of Gen-1 devices. We continue to derive revenue from devices which we sold or leased prior to the FDA’s December 2019 reclassification announcements. This revenue consists of monthly licensing fees and payments for the sale of electrodes. We have suspended marketing efforts for new sales of devices related to the Gen-1 device for treatment of anxiety and insomnia in the United States until the Nexalin regulatory team makes a final decision on amending our existing 510(k) application at 4 milliamps. A new pre-sub document in preparation of a new 510(k) for our Gen-3 Halo headset at 15 milliamps was filed with the FDA in January of 2023. Formal comments to our pre-sub document filing were received in March of 2023. A formal meeting to address FDA comments took place on May 9, 2023. Minutes of the meeting with the FDA were filed with the FDA on May 16, 2023. No additional comments have been received from the FDA at this time. We have designed and developed a new advanced wave form technology to be emitted at 15 milliamps through new and improved medical devices referred to as Generation 2 or Gen-2 and Generation 3 or Gen-3. Gen-2 is a clinical use device with a modern enclosure to emit the new 15 milliamp advanced waveform. Gen-3 is a new patient headset that is intended to be prescribed by licensed medical professionals in a virtual clinic setting similar to existing Tele-health platforms. Preliminary data provided by the University of California San Diego supports the safety of utilizing our 15 milliamp waveform technology, however the determination of safety and efficacy of medical devices in the United States is subject to clearance by the FDA. Additionally, we are currently designing clinical trial strategies for the use of Gen-3 for the treatment of substance use disorders including opiate, cocaine, and alcohol abuse. Recently the Gen-2 device was tested in pilot trials in China for the treatment of Alzheimer’s disease, and dementia. Continued pilot testing for Alzheimer’s and dementia, cognition and memory, and neurotransmitter changes is planned in China in 2023. On May 31, 2023, the Company formalized an agreement related to the formation of a joint venture established to engage in the clinical development, marketing, sale and distribution of Nexalin’s second generation transcranial Alternating Current Stimulation (“tACS”) devices (“Gen-2 devices”) in China and the greater Asia Pacific region. In connection with the formation of the joint venture, to be conducted through a company formed under the laws of Hong Kong (the “JV”), the Company entered into a Joint Venture Agreement (“JV Agreement”) with Wider Come Limited (“Wider”). Under the JV Agreement, the Company was issued a 48% minority interest in the JV. The investment in the JV is accounted for using the equity method of accounting. There has been no activity in the joint venture through September 30, 2023. The Incorporation Form (Company Limited by Shares) filed with the Companies Registry in Hong Kong originally reflected a 50%-50% ownership interest in the JV, but has been amended to properly reflect the 52%-48% ownership formalized in the JV agreement. The Company invested $ 96,000 in the joint venture in September 2023, while Wider contributed $104,000 bringing the Company’s ownership percentage to 48 % . There has been no operating activity in the joint venture through September 30, 2023. Emerging Growth Company We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company, nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. 6 Risks and Uncertainties Management continues to evaluate the impact of the economy and the capital markets and has concluded that, while it is reasonably possible that events could have negative effects on the Company’s financial position and results of its operations, the specific impacts are not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties. The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s operating results and financial position in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy has and may continue to indirectly impact the Company because of its current dependence upon its joint venture relationship with Wider Come Limited. Wider Come Limited, as part of its obligations under the JV Agreement, acts as a distributor for the Company’s devices in China and Asia. Because of significant restrictions imposed by the Chinese government during the COVID-19 pandemic through calendar year 2022 and into 2023, Wider’s ability to market and sell the Company’s devices has been negatively impacted, resulting in decreased revenue to the Company. Patients and salespeople have been restricted in their movements resulting in a significant slowdown in the medical and other sectors. Significant efforts and funds expended by our Chinese distributor has led to regulatory approval in China in both depression and insomnia thus far which has allowed for sales of our devices in China in 2022, and into 2023. The extent of future impact is dependent on future developments, including future activities by the Chinese government and other possible events which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19, or any of its variants, and actions taken to address its impact, among others. The repercussions of this health crisis could have a material adverse effect on the Company’s business, financial condition, liquidity and operating results. Continued Nasdaq Listing On May 10, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with the minimum bid price requirement for continued listing on Nasdaq, as the closing bid price for the Company’s common stock was below $1.00 per share as set forth in the Nasdaq listing rules. The Company was afforded 180 calendar days, or until November 6, 2023, to regain compliance with the Nasdaq listing rules. The Company was unable to regain compliance with the bid price requirement by November 6, 2023. On November 7, 2023, the Company submitted a letter to NASDAQ requesting a second 180-day period in order to regain compliance with NASDAQ Rule 5550(a)(2). The Company stated in that letter that it believed it will be able to cure the deficiency and increase its stock price to above $1.00 per share pursuant to its plan to do so. On November 7, 2023, the Company received written notice from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company was not eligible for an additional 180 calendar day compliance period because the Company no longer complied with Nasdaq’s $5 million minimum stockholders equity initial listing requirement. As of the filing date of this Quarterly Report, the Company has requested an appeal of the Staff’s determination and submitted a hearing request to the Nasdaq Hearings Panel (“Panel”). As a result of the request for the appeal to the Panel, and while the appeal process is pending, the suspension of trading of the Company’s common stock is stayed, and the Company’s common stock and warrants will continue to trade on Nasdaq until the hearing process concludes and the Panel issues a written decision. As part of the appeal process, the Company will be asked to provide the Panel with a plan to regain compliance with the minimum bid price and stockholder equity requirements. The Company’s plan will need to include a discussion of the events that the Company believes will enable it to timely regain compliance with such requirements. The Company intends to submit a plan that it believes will be sufficient to permit the Company to regain compliance with the minimum bid price requirement and stockholder equity requirements. There can be no assurance that the Panel will grant the Company a 180-day extension to regain compliance, or that Company will be able to regain compliance with such applicable Nasdaq listing requirements. If the Company’s common stock and warrants are delisted by Nasdaq, it could adversely affect the Company’s ability to attract new investors, decrease the liquidity of the outstanding shares of common stock, reduce the Company’s flexibility to raise additional capital, reduce the price at which the Company’s common stock and warrants trade, and increase the transaction costs inherent in trading such shares and warrants with overall negative effects for the stockholders. In addition, delisting of the Company’s common stock and warrants could deter broker-dealers from making a market in or otherwise seeking or generating interest in the Company’s common stock. Furthermore, the delisting of the Company’s common stock and warrants from The Nasdaq Stock Market could adversely affect the business, financial condition and results of operations of the Company. 7 NOTE 2 — LIQUIDITY AND GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that we will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At September 30, 2023, we had a significant accumulated deficit of $76.3 76,257,380 million. For the three and nine months ended September 30, 2023, we had a loss from operations of $2.4 2,415,537 million and $4.1 4,071,823 million, respectively and negative cash flows used in operations of approximately $2.8 2,831,354 million for the nine months ended September 30, 2023. While we had a working capital surplus as of September 30, 2023 of approximately $ 3.1 million our operating activities consume most of our cash resources. We expect to continue to incur operating losses as we execute our development plans, as well as undertaking other potential strategic and business development initiatives through 2023 and through the twelve months from the date of this report. In addition, we have had and expect to have negative cash flows from operations, at least into the near future. We have previously funded these losses primarily through the sale of equity and issuance of convertible notes. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. Our ability to continue as a going concern will be dependent upon our ability to execute on our business plan, including the ability to generate revenue from the joint venture and obtain U.S. approval for the sale of our devices in the United States, and, if necessary, our ability to raise additional capital. These plans require the Company to place reliance on several factors including, favourable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Additionally, management does not believe we have sufficient cash for the next twelve months from the issuance of the financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS Basis of Presentation The accompanying unaudited condensed consolidated financial information has been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for interim financial information. In the opinion of management, such financial information includes all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position and the operating results and cash flows. Operating results for the three and nine months ended September 30, 2023 and 2022 are not necessarily indicative of the results that may be expected for the entire year or for any other subsequent interim period. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”). These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2022. Principles of Consolidation The consolidated financial statements include the accounts of Nexalin and its wholly owned subsidiary Neuro-Health. Intercompany accounts and transactions have been eliminated in consolidation. The Company accounts for investments in unconsolidated entities where it exercises significant influence, but does not have control, using the equity method. Under the equity method of accounting, the Company recognizes its share of the investee’s net income or loss. Losses are only recognized to the extent the Company has positive carrying value related to the investee. Carrying values are only reduced below zero if the Company has an obligation to provide funding to the investee. The Company’s equity method investments are required to be reviewed for impairment when it is determined there may be another than-temporary loss in value. The Company’s equity method investment is its interest in the newly formed joint venture. The Company invested $ 96,000 in the joint venture in September 2023.There has been no operating activity in the joint venture through September 30, 2023. 8 Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, which may cause the Company’s future results to be affected. Revenue The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of ASC Topic 606 and then evaluates the contract using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. The Company has existing licensing and treatment fee agreements with its customers for the use of the Nexalin device in their practices. These agreements generally have terms of one year with automatic renewal if certain requirements are met and amounts due per these agreements are billed monthly. The Company also sells products related to the provision of services. The Company sells its devices in China to its acting distributor and sells products relating to the use of the devices. The Company has a Royalty Agreement whereby the manufacturer of the Company’s electrodes will pay a royalty to the Company for a three-year period beginning January 1, 2022. The amount of the Royalty is equal to 20% of the amount that the manufacturer invoices to the acting distributor for the sale of the electrodes. Revenue Streams The Company derives revenues from its license agreements by charging a monthly licensing fee for the duration of the agreement. The Company derives revenues from equipment by selling additional individual electrodes to customers for use with the Nexalin device. The Company receives revenue from the sale in China of its devices to its acting distributor and from the sale of products relating to the use of those devices. The Company derives revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with the Company’s China sales. Performance Obligations Management identified that subsequent licensing revenue has one performance obligation. That performance obligation is satisfied as long as the licensing contract remains valid and is not terminated. The licensing revenue is invoiced monthly and is recognized at a point in time in which the invoice is sent to the customer. Management identified that the Company’s equipment and device revenue has one performance obligation. That performance obligation is satisfied when the equipment and devices are shipped. The Company recognizes revenue at a point in time in which the electrodes and devices are shipped to the customer. The Company does not offer a warranty on the electrodes and devices. Management identified that treatment fee revenue has one performance obligation. The performance obligation is satisfied upon the completion of individual treatments on patients by customers. Management identified that royalty revenue has one performance obligation. The performance obligation is satisfied at the time the Electrode manufacturer invoices the acting distributor for the sale to the acting distributor. 9 Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including: ● Significant Financing Component — the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised goods or services to the customer and when the customer pays for that service will be one year or less. ● Unsatisfied Performance Obligations — all performance obligations related to contracts with a duration of less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore, is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. ● Shipping and Handling Activities — the Company elected to account for shipping and handling activities as a fulfilment cost rather than as a separate performance obligation. ● Right to Invoice — the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice. Disaggregated Revenues Major Revenue Streams Revenue consists of the following by service offering: Schedule of disaggregation of revenue Three Months Ended September 30, 2023 September 30, 2022 Device sales $ - $ 520,000 Licensing fee 18,664 21,113 Equipment 5,179 4,100 Other 270 110 Total $ 24,113 $ 545,323 Nine Months Ended September 30, 2023 September 30, 2022 Device sales $ 9,600 $ 1,164,500 Licensing fee 62,566 60,561 Royalty Fee - 9,702 Equipment 16,679 22,033 Other 1,367 26,137 Total $ 90,212 $ 1,282,933 10 Major Geographic Locations Three Months Ended September 30, 2023 September 30, 2022 U.S. sales $ 24,113 $ 25,323 China sales - 520,000 Total $ 24,113 $ 545,323 Nine Months Ended September 30, 2023 September 30, 2022 U.S. sales $ 80,005 $ 89,864 China sales 10,207 1,193,069 Total $ 90,212 $ 1,282,933 Contract Modifications There were no contract modifications during the nine months ended September 30, 2023 and 2022. Contract modifications are not routine in the performance of the Company’s contracts. Deferred Revenue The Company receives payment for equipment and devices in advance of shipping. The Company recognizes the revenue as being earned upon shipment. No deferred revenue was recognized as of September 30, 2023 and December 31, 2022. Cash and Cash Equivalents Cash held at financial institutions may at times exceed insured amounts. The Company believes it mitigates such risk by investing in or through, as well as maintaining cash balances, with major financial institutions. Short-Term Investments The appropriate classification of marketable securities is determined at the time of purchase and evaluated as of each reporting balance sheet date. Investments in marketable debt and equity securities classified as available-for-sale are reported at fair value. Fair value is determined using quoted market prices in active markets for identical assets or liabilities or quoted prices for similar assets or liabilities or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Unrealized holding gains and losses for equity securities are recognized in earnings. Unrealized holding gains and losses for available for sale debt securities are recognized in other comprehensive income. Realized gains and losses and interest and dividends earned are included in other income (expense), net. For individual debt securities classified as available-for-sale securities, the company determines whether a decline in fair value below the amortized cost basis has resulted from a credit loss or other factors. If the decline below amortized cost is a result of credit loss or the company will more likely than not be required to sell the security before recovery of its amortized cost basis, the company will recognize an impairment relating to the decline through an allowance for credit losses. There were no impairments recognized for the three and nine months ended September 30, 2023. 11 Accounts Receivable Accounts receivables are reported at their outstanding unpaid principal balances, net of allowances for credit loss. The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. The Company provides for an allowance for credit loss based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. Payments are generally due within 30 days of invoice. The Company writes off accounts receivable against the allowance for credit loss when a balance is determined to be uncollectible. During the nine months ended September 30, 2023 and 2022, the Company wrote off accounts receivable of $ 0 and $ 11,175 , respectively. The Company did no t record an allowance for credit loss on September 30, 2023 and December 31, 2022, respectively. Inventory Inventory consists of finished goods and components stated at the lower of cost or net realizable value (NRV) with cost determined on a first-in first-out basis. The Company reviews the composition of inventory at each reporting period in order to identify obsolete quantities in excess of demand, or otherwise non-saleable items. Equipment Equipment is recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally five years. Maintenance and repairs are charged to expense as incurred. The Company capitalizes costs attributable to the betterment of property and equipment when such betterment enhances the functionality of the asset or extends the useful life of the asset. Should an asset be disposed of before the end of its useful life, the cost and accumulated depreciation at that date is removed from the consolidated balance sheets, with the resulting gain or loss, if any, reflected in operations in that period. Patents Patents are amortized over their useful lives and are reviewed for impairment when warranted by economic conditions. Amortization expense was $ 2,105 and $ 0 for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense was $ 753 and $ 0 for the three months ended September 30, 2023 and 2022, respectively. The following table summarizes the gross carrying amount, amortization and the net carrying value at September 30, 2023 and December 31, 2022. Schedule of patents Gross Carrying Amount Accumulated Amortization Net Carrying Value September 30, 2023 Patents $ 74,460 $ ( 2,105 ) $ 72,355 Total September 30, 2023 $ 74,460 $ ( 2,105 ) $ 72,355 December 31, 2022 Patents $ - $ - $ - Total December 31, 2022 $ - $ - $ - 12 Income Taxes The Company accounts for income taxes pursuant to the asset and liability method which requires the recognition of deferred income tax assets and liabilities related to the expected future tax consequences arising from temporary differences between the carrying amounts and tax bases of assets and liabilities based on enacted statutory tax rates applicable to the periods in which the temporary differences are expected to reverse. Any effects of changes in income tax rates or laws are included in income tax expense in the period of enactment. The Company records valuation allowances against deferred tax assets when it is more likely than not that all or a portion of a deferred tax asset will not be realized. At September 30, 2023 and December 31, 2022, the Company had a full valuation allowance applied against its net tax assets. Fair Value Measurements As defined in ASC 820, Fair Value Measurements and Disclosures , fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement. ● Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. ● Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. ● Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. Fair Value of Financial Instruments The carrying value of cash, short-term investments, accounts receivable, inventory, prepaids, accounts payable and accrued expenses, and other current liabilities approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the loans payable approximates the estimated fair value for this financial instrument as management believes that such debt and interest payable on the note approximates the Company’s incremental borrowing rate. 13 The following table summarizes the amortized cost, unrealized gains and the fair value at September 30, 2023 and December 31, 2022. Amortized Cost Unrealized Gain Fair Value September 30, 2023 Short-term investments $ 3,575,005 $ 800 $ 3,575,805 Total September 30, 2023 $ 3,575,005 $ 800 $ 3,575,805 December 31, 2022 Short-term investments $ 6,794,879 $ 36,313 $ 6,831,192 Total December 31, 2022 $ 6,794,879 $ 36,313 $ 6,831,192 The unrealized loss of $ 35,513 for the nine months ended September 30, 2023 is included in the table above as a reduction in the total unrealized gain. The following table provides the carrying value and fair value of the Company’s financial assets measured at fair value as of September 30, 2023 and December 31, 2022. Schedule of fair value, assets measured on recurring basis Carrying Value Level 1 Level 2 Level 3 September 30, 2023 U.S. Treasury Notes $ 3,575,805 $ 3,575,805 $ - $ - December 31, 2022 U.S. Treasury Notes $ 6,831,192 $ 6,831,192 $ - $ - Net Loss per Common Share Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The dilutive effect, if any, of warrants is calculated using the treasury stock method. All outstanding convertible notes, if any, are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the warrants have been excluded from the Company’s computation of net loss per common share for the three and nine months ended September 30, 2023 and 2022. The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the most recent fair value of the common shares: Schedule of antidilutive shares Three Months Ended September 30, 2023 2022 Warrants 2,662,250 2,503,850 Total 2,662,250 2,503,850 Nine Months Ended September 30, 2023 2022 Warrants 2,662,250 2,503,850 Total 2,662,250 2,503,850 14 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation — Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the unaudited condensed consolidated statements of operations and comprehensive loss. For stock options issued to employees and members of the board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised. Pursuant to ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Non-employee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Warrant Accounting The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all its financial instruments, including issued private and public warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC Topic 480, Distinguishing Liabilities from Equity , and ASC Topic 815-40, Derivatives and Hedging: Contracts in Entity’s Own Equity (“ASC 815-40”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is assessed as part of this evaluation. During the reporting periods the Public Warrants were outstanding, they were precluded from liability classification, being equity-classified. Research and Development All research and development costs are charged to operations as incurred. For the nine months ended September 30, 2023 and 2022, the Company recorded $ 1,842,341 and $ 154,722 , respectively, in selling, general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive loss. For the three months ended September 30, 2023 and 2022, the Company recorded $ 1,638,508 and $ 113,617 respectively, in selling, general and administrative expenses on the unaudited condensed consolidated statements of operations and comprehensive loss. Leases A lease is defined as an agreement that conveys the right to control the use of identified property, plant or equipment (right of use asset or “ROU asset”) for a period of time in exchange for consideration. The Company accounts for its leases in accordance with ASC 842, Leases , which requires that an ROU asset identified in a lease to be recorded as a noncurrent asset with a related liability. The Company does not record ROU assets for those agreements of a twelve-month duration or less. The Company recognized a ROU asset and corresponding lease liability on its balance sheets related to its office lease agreement. See Note 9, Leases, for further discussion, including the impact on the Company’s unaudited condensed consolidated financial statements and related disclosures. ROU assets include any initial direct costs and prepaid lease payments and exclude any lease incentives. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option. 15 Equity Method Investments The company accounts for its investments in common stock or in-substance common stock that give it the ability to exercise significant influence over as an equity method investment in accordance with the guidance in ASC 323, Equity Method and Joint Ventures . Specifically, the company initially recognizes its investment in investees as an asset at cost. Further, the company subsequently measures its investment by recognizing its share of earnings or losses of the investee in the period in which they are reported. Recent Accounting Pronouncements In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments are in effect for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The adoption on January 1, 2023 modified the way the Company analyzes financial instruments, but it did not have a material impact on our consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. NOTE 4 — ACCRUED EXPENSES Accrued expenses consist of the following amounts: Schedule of accrued expenses September 30, 2023 December 31, 2022 Accrued interest $ 110,001 $ 111,501 Accrued – other 15,136 2,321 Accrued settlement liabilities 336,000 336,000 Accrued research and development expense 145,754 90,000 Total $ 606,891 $ 539,822 NOTE 5 — NON-CONSOLIDATED JOINT VENTURE AND RELATED PARTY TRANSACTIONS Formalized Joint Venture On December 21, 2018, the Company entered into the first of a series of preliminary agreements providing for the establishment of a joint venture (“JV”) agreement (the “JV Agreement”) with Wider Come Limited, a China company (“Wider”) for the purpose of marketing, sale and distribution of the Company’s proprietary devices for the treatment of (i) anxiety, depression and insomnia and (ii) Alzheimer’s and dementia in the applicable territories. Wider has an experienced medical technology team in China. The parties formalized the JV on May 31, 2023. The joint venture is to be conducted through a company formed under the laws of Hong Kong. The JV will design and implement a comprehensive business model and distribution plan for our devices in China, Hong Kong, Macau and Taiwan. The embodiment of the agreed-upon terms and conditions of the JV in the formalized JV Agreement follows Wider’s completion of certain funding, clinical study, and publication milestones, as well as the resolution of certain regulatory concerns in China. The Company granted the JV a license to commercialize and exploit certain of the Company’s products and technologies in specified designated territories., and the JV will design and implement a comprehensive business model and distribution plan for these products and devices in such designated territories. 16 Under the JV Agreement, Wider is obligated to fund all operations for the initial 12-month period of the JV, after which Nexalin and Wider plan to jointly fund the JV’s operating expenses in accordance with their pro rata ownership. The JV entity is controlled by a Board of Directors in which Wider is to have sole representation but neither the Company nor Wider has exclusive decision-making ability over day-to-day or significant operational decisions. Wider and Nexalin will own 52 % and 48 % of the JV, respectively. There has been no activity in the joint venture through September 30, 2023. The Incorporation Form (Company Limited by Shares) filed with the Companies Registry in Hong Kong currently originally reflected a 50%-50% ownership interest in the JV, but has been amended to properly reflect the 52%- 48% ownership formalized in the JV agreement. During the three months ended September 30, 2023 the company contributed $96,000 to the joint venture, which was recognized as an asset on the Company’s unaudited condensed consolidated balance sheet. As of September 30, 2023, the joint venture has not generated any earnings or losses. Under the preceding terms of the collaborative arrangement between the Company and Wider, Wider served as an authorized distributor of the Company’s Gen-2 devices in Asia. As part of the consideration for Wider’s performance of its obligations to the Company prior to the recent formalization of the JV, the Company and certain designated Wider shareholders entered into stock issuance agreements for the issuance of 450,000 shares of the Company’s common stock, and simultaneously with the execution of this service agreement, Wider contributed $ 200,000 to the Company. During the year ended December 31, 2020, the Company issued 150,000 shares to affiliates of Wider in satisfaction of the obligation. Under the terms of the collaborative agreement, designated shareholders of Wider are entitled to an additional 300,000 shares upon Wider’s achievement of certain milestones. The fair value of the 150,000 shares issued during the year ended December 31, 2020 (less the contributed $200,000 in cash) resulted in a charge to stock-based compensation of $ 550,000 and was recorded in selling, general and administrative expenses on the consolidated statement of operations and comprehensive loss. During the three months ended September 30, 2023, the Company issued an additional 150,000 shares to affiliates of Wider in satisfaction of obligations pursuant to the collaborative agreement and also recognized its obligation to issue an additional 150,000 shares. The grant date fair value of the 300,000 shares issued and to be issued resulted in a charge to research and development of $ 1,500,000 and was recorded in selling, general and administrative expenses on the unaudited condensed consolidated statement of operations and comprehensive loss. During the nine months ended September 30, 2023 and 2022, the Company recorded $ 10,207 and $ 1,183,367 in revenue, respectively, from Wider on the unaudited condensed consolidated statements of operations and comprehensive loss. During the three months ended September 30, 2023 and 2022, the Company recorded $ 0 and $ 520,000 in revenue, respectively, from Wider on the unaudited condensed consolidated statements of operations and comprehensive loss. U.S. Asian Consulting Group, LLC On May 9, 2018, the Company entered into a five-year consulting agreement with U.S. Asian Consulting Group, LLC (“U.S. Asian”). In March, 2021, the Company agreed to extend the consulting agreement for an additional period of eight years upon the closing of our initial public offering. The two members of U.S. Asian are shareholders in the Company, with Marilyn Elson having been appointed Chief Financial Officer of the Company on January 11, 2022. Effective November 1, 2023 Ms. Elson stepped down from her position as CFO. Please refer to the company’s Form 8-k filed on September 21, 2023 for additional information. Pursuant to the consulting agreement, U.S. Asian provides consulting services to the Company with regard to, among other things, corporate development and financing arrangements. The Company pays U.S. Asian $ 10,000 per month for services rendered pursuant to the consulting agreement. The Company recorded consulting expenses related to the consulting agreement of $90,000 for each of the nine months ended September 30, 2023 and 2022, respectively, and $ 30,000 for each of the three months ended September 30, 2023 and 2022, respectively, on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss. At September 30, 2023 and December 31, 2022, U.S. Asian was owed $ 0 and $ 260,000 , respectively, for accrued and unpaid services. 17 Officers On January 11, 2022, the Company entered into an employment agreement with Marilyn Elson to serve as Chief Financial Officer of the Company for a three-year term with an option for the Company and Ms. Elson to extend the term for an additional two years. On September 21, 2023, Ms. Elson provided the Company notice that she will step down as Chief Financial Officer effective November 1, 2023. After this date, Ms. Elson will continue as Controller for Nexalin Technology. Ms. Elson is the spouse of the other member of U.S. Asian. On July 1, 2023, the Company entered into a new employment agreement with Mark White to serve as Chief Executive Officer, a new services agreement with David Owens, M.D. to serve as Chief Medical Officer and a new employment agreement with Michael Nketiah to serve as Senior Vice President, Quality, Regulatory and Clinical Affairs. Each of the foregoing agreements are governed by three-year terms and provide compensation in the form of performance-based stock option awards, subject to and contingent upon approval and adoption of the Board of Directors, as well as approval of the stockholders and, in all cases, based on the closing price of the Company’s publicly-traded common stock on the applicable date of grant. Under the terms of his employment agreement, Mr. White is entitled to (i) a sign-on/retention bonus consisting of a one-time lump-sum payment of $50,000 and a grant of nonqualified stock options to purchase shares of the Company’s common stock with an exercise price equal to $400,000 (subject to shareholder approval), and (ii) stock option grants to purchase shares of the Company’s common stock with an exercise price equal to $840,000 (subject to shareholder approval.) Under the terms of his service agreement, Mr. Owens is entitled to (i) a sign-on/retention bonus consisting of a grant of nonqualified stock options to purchase shares of the Company’s common stock with an exercise price equal to $125,000 (subject to shareholder approval) and (ii) stock option grants to purchase shares of the Company’s common stock with an exercise price equal to $585,000 (subject to shareholder approval.) Under the terms of his employment agreement Mr. Nketiah is entitled to stock option grants to purchase shares of the Company’s common stock with an exercise price equal to $90,000 (subject to shareholder approval.) In addition to the payments stock and option grants described above, each of Messrs. White, Owens and Nketiah are receiving cash compensation and are eligible for additional cash bonuses . Pursuant to the guidance in ASC 718 a grant date has not been established for the stock option awards “granted” to the senior employees as 1) shareholder approval for the awards, which is not a formality or perfunctory, has not been obtained and 2) the specific performance criteria has not been established. Once a grant date has been established the company plans to recognize and measure the awards in accordance with ASC 718. Loan Payable – Officer On November 1, 2021, the Company received $ 200,000 as a loan from the Company’s Chief Executive Officer. The loan had a principal of $ 200,000 , an interest rate of 9 % , and a maturity date of the earlier of (i) October 31, 2022 or (ii) the date of the consummation of the initial public offering. The note was amended as of January 1, 2023 to extend the due date to March 17, 2023 and to provide that interest payable on the maturity date will be $ 39,000 less any interest payments previously made. Total interest expense on this note was $ 18,000 and $ 13,500 for the nine months ended September 30, 2023 and 2022, respectively. The December 31, 2022 outstanding principal balance of $ 200,000 was satisfied by a payment on March 17, 2023. The March 31, 2023 outstanding interest balance of $ 34,500 was satisfied by a payment on April 26, 2023. Leases Our principle executive office is located at 1776 Yorktown, Suite 550, Houston, Texas 77056. Under ASC 842 “ Leases ”, we have two separate sub-leases (through IIcom Strategic Inc. controlled and owned by our Chief Executive Officer) totaling approximately 4,000 square feet of office space under operating leases. Management and supporting staff are hosted at this location. Our lease payments for fiscal year 2022 were $ 54,000 . Our lease costs for each of the nine months ended September 30, 2023 and 2022 were $ 40,500 . The sub-leases are due to expire in 2024. Pursuant to the sublease, we pay the third-party landlord (not the sub landlord) all direct and indirect rent costs under the primary lease directly for the leased premises. No additional payments are made to the Chief Executive Officer or the entity controlled by him. 18 NOTE 6 — LOANS PAYABLE Legacy Ventures International, Inc. On September 11, 2017, the Company issued a promissory note (the “Promissory Note”) in favor of Legacy Ventures International, Inc. (“Legacy”) as part of a commercial transaction with Legacy that was never consummated. The Promissory Note was issued in the original principal amount of $ 500,000 , with interest at 4 % per annum and a maturity date of December 31, 2017 . As of September 30, 2023, this promissory note is in default. The Company recorded $ 15,000 and $ 15,000 of interest expense for the nine months ended September 30, 2023 and 2022, respectively. The Company recorded $ 5,000 and $ 5,000 of interest expense for the three months ended September 30, 2023 and 2022, respectively. The amount outstanding at September 30, 2023 and December 31, 2022 was $ 500,000 . NOTE 7 — STOCKHOLDERS’ EQUITY (Deficit) Issuance of Common Stock During the three and nine months ended September 30, 2022, the Company issued 2,315,000 and 2,315,850 shares of common stock to investors for net proceeds of $ 8,540,171 and $ 8,545,171 . During the nine months ended September 30, 2022, the Company issued 84,188 shares of common stock for services in lieu of cash of which 48,990 was to outside consultants, 17,699 to U.S. Asian (a related party) and 17,499 shares to the members of the Board of Directors for their services as Board Members. The amount expensed during the nine months ended September 30, 2022 in the unaudited condensed consolidated statement of operations and comprehensive loss was $ 453,391 which included $120,000 related to shares not yet issued. During the three months ended September 30, 2023, the Company issued 150,000 shares of common stock to Wider pursuant to the service agreement resulting in $750,000 of stock-based compensation expense. Under the service agreement the Company has an obligation to issue an additional 150,000 shares to Wider resulting in an additional $750,000 of stock-based compensation. Due to the nature of the payment the amount was classified in research and development expense. Warrants The issuance of warrants to purchase shares of the Company’s common stock are summarized as follows: Schedule of warrants Number of warrants Weighted Average Exercise Price Outstanding December 31, 2022 2,662,250 $ 4.15 Issued - - Exercised - - Expired or cancelled - - Outstanding September 30, 2023 2,662,250 $ 4.15 19 The following table summarizes information about warrants to purchase shares of the Company’s common stock outstanding and exercisable at September 30 2023: Summary information about warrants to purchase Exercise Price Outstanding Number of Warrants Weighted Average Remaining Life In Years Weighted Average Exercise Price Exercisable Number of Warrants $ 4.15 2,315,000 2 $ 4.15 2,135,000 $ 4.15 347,250 2 4.15 347,250 2,662,250 2 $ 4.15 2,662,250 The compensation expense attributed to the issuance of the warrants, if required to be recognized on the nature of the transaction, was recognized as they vested/earned. These warrants are exercisable up to three years from the date of grant. All are currently exercisable. NOTE 8 — COMMITMENTS AND CONTINGENCIES Legal Claims There are no material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of its voting securities, or security holder is a party adverse to us or has a material interest adverse to the Company other than the following: Sarah Veltz v. Nexalin Technology, Inc. et al. Plaintiff, Sarah Veltz, filed a lawsuit in this matter on January 20, 2021 in Orange County Superior Court (Case No. 30-2021-01180164-CU-WT-CJC) (the “Complaint”) naming the Company and others as defendants. In her Complaint, Plaintiff contends that she was employed by defendants, including Nexalin, and has not been paid all wages, including overtime wages and other benefits allegedly due her. Plaintiff also contends that, during her employment, she was subjected to sexual harassment by the Company’s then Chief Executive Officer. Plaintiff seeks both compensatory and punitive damages. On March 12, 2021, the Company filed its answer to the Complaint. Although the parties are seeking mediation, the court has set a trial in this matter for March 18, 2024. Management’s intent is to contest the allegations vigorously and, as of the date of this report, is unable to provide an evaluation of the potential outcome of the litigation within the probable or remote range or to provide an estimate of the amount of or a range of potential loss that might be incurred by the Company. Employment Development Department The Company is currently engaged in settlement discussions with the Employment Development Department (EDD) of the state of California. This matter involves issues related to our previous management’s classification of certain work provided to or on behalf of the Company’s business as contract labor instead of employee labor. The total amount involved is approximately $300,000. Management has petitioned for reassessment and believes the hired workers at issue were indeed actual contractors and not employees. We have no business in California other than one part time and one full time worker residing in California. An initial hearing before an EDD magistrate was held on April 15, 2022. A second hearing was held in June of 2022. We are now in negotiations with the EDD for a final settlement. The Company believes its potential exposure to be approximately $ 300,000 and, as such, has accrued this amount on the unaudited condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 and believes it has adequately accrued for this matter. 20 Demand Letter from The University of Arizona On December 8, 2022, the Company received a demand letter from the University of Arizona seeking payment of $111,094 purportedly due on an Investigator Initiated Cooperative Study Agreement, dated as of September 25, 2017 (the “2017 Study”). The Company believes that the 2017 Study was not completed and no payment was due. In fact, for a number of months prior to receipt of the demand letter, the Company had had discussions with the person at the University of Arizona who was to conduct the 2017 Study concerning updating the 2017 Study and completing an updated study and related work. After receipt of the demand letter, the Company has had discussions with the University of Arizona concerning resuming an updated study and receipt of credit for some or all the monies claimed to be due for the 2017 Study. As of October 13, 2023, the Company and the University of Arizona agreed on the terms of a settlement for the amounts claimed by the University, whereby the Company will pay an aggregate of approximately $ 69,000 (in three equal monthly payments) in full satisfaction of amounts the University claims it is owed. NOTE 9 — LEASES With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as ROU assets and corresponding lease liabilities. On January 1, 2022, the Company exercised its right to lease an additional 400 square feet of office space and an increase of monthly rent of $500. In accordance with ASC 842 management accounted for this as a separate lease and, as a result, recorded an ROU asset and lease liability of $ 11,359 . When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at January 1, 2022. The weighted average incremental borrowing rate applied was 9 % . Operating leases are included in the consolidated balance sheets as follows: Schedule of operating leases Classification September 30, 2023 December 31, 2022 Lease assets Operating lease cost ROU assets Assets $ 1,963 $ 6,171 Total lease assets $ 1,963 $ 6,171 Lease liabilities Operating lease liabilities, current Current liabilities $ 17,635 $ 50,797 Operating lease liabilities, non-current Liabilities - 4,463 Total lease liabilities $ 17,635 $ 55,260 21 The components of lease costs, which are included in income from operations in our unaudited condensed consolidated statements of operations and comprehensive loss, were as follows: Schedule of lease cost Three Months Ended September 30, 2023 2022 Leases costs Operating lease costs $ 13,500 $ 13,500 Total lease costs $ 13,500 $ 13,500 Nine Months Ended September 30, 2023 2022 Leases costs Operating lease costs $ 40,500 $ 40,500 Total lease costs $ 40,500 $ 40,500 Future minimum payments under non-cancellable leases for operating leases for the remaining terms of the leases following the nine months ended September 30, 2023: Future minimum payments under non-cancelable leases for operating leases Fiscal Year Operating Leases Remainder of 2023 $ 13,467 2024 4,496 Total future minimum lease payments 17,963 Amount representing interest ( 328 ) Present value of net future minimum lease payments $ 17,635 Additional information related to leases is presented as follows: Schedule of additional information related to leases September 30, 2023 December 31, 2022 Leases Weighted average remaining lease term .25 1.00 Weighted average discount rate 9.9 % 9.9 % 22 NOTE 10 — CONCENTRATION OF CREDIT RISK Revenues Three customers accounted for 70 % and 55 % of revenues for the three and nine months ended September 30, 2023, respectively as set forth below: Concentration of credit risk Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023 Customer A 27 % 24 % Customer B 23 % 18 % Customer C 20 % 13 % One customer, a related party, accounted for 92 % and 95 % of revenue for the three and nine months ended September 30, 2022, respectively. Accounts Receivable One customer, a related party, accounted for 70 % of accounts receivable at September 30, 2023, as set forth below: September 30, 2023 Customer A - related party 70 % Four customers accounted for 84 % of accounts receivable at December 31, 2022, as set forth below: December 31, 2022 Customer A 29 % Customer B 20 % Customer C 20 % Customer D 15 % NOTE 11 — SUBSEQUENT EVENTS Management did not identify any additional subsequent events that would have required adjustment or disclosure in the unaudited consolidated condensed financial statements. 23 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Special Note Regarding Forward-Looking Statements You should read the following discussion and analysis of financial condition and operating results together with our financial statements and the related notes and other financial information included elsewhere in this quarterly report on Form 10-Q, as well as our audited consolidated financial statements and related notes as disclosed in included in our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the Securities and Exchange Commission, or SEC on March 27, 2023. References in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “us,” “we,” “our,” and similar terms refer to Nexalin Technology, Inc. This discussion contains forward-looking statements as that term is defined within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. The events described in forward-looking statements contained in this discussion may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions that may be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to “Risk Factors “in this quarterly report on Form 10-Q as well as the risk factors set forth in the section titled “Risk Factors” included in our Registration Statement for our initial public offering as filed with the Securities and Exchange Commission (SEC File number 333-26198), Our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below. Overview We design and develop innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. We developed an easy-to-administer medical device — referred to as Generation 1 or Gen-1 — that utilizes bioelectronic medical technology to treat anxiety and insomnia, without the need for drugs or psychotherapy. Our original Gen-1 devices are cranial electrotherapy stimulation (CES) devices that emit waveform at 4 milliamps during treatment and are presently classified by the U.S. Food and Drug Administration (“FDA”) as a Class II device. Medical professionals in the United States have utilized the Gen-1 device to administer to patients in clinical settings. While the Gen-1 device had been cleared by the FDA to treat depression, anxiety, and insomnia, three prevalent and serious diseases, because of the FDA’s December 2019 reclassification of CES devices, the Gen-1 device was reclassified as a Class II device for the treatment of anxiety and insomnia. We are required to file a new application under Section 510(k) of the Federal Food, Drug and Cosmetic Act (“510(k) Application”) to be approved by the FDA for the sales and marketing of our devices for the treatment of anxiety and insomnia. In the FDA’s December 2019 reclassification ruling, the treatment of depression with our device will require a Class III certification and require a new PMA (premarket approval) application to demonstrate safety and effectiveness. While we continue providing services to medical professionals to support patients’ use of the Gen-1 devices which were in operation prior to December 2019, we are not making new sales or new marketing efforts of Gen-1 devices in the United States. We continue to derive revenue from devices which we sold or leased prior to the FDA’s December 2019 reclassification announcements. This revenue consists of monthly licensing fees and payments for the sale of electrodes and patient cables. We have suspended marketing efforts for new sales of devices related to the Gen-1 device for treatment of anxiety and insomnia in the United States until the Nexalin regulatory team makes a decision on amending our existing 510(k) application at 4 milliamps. A new pre-sub document in preparation of a new 510K for our Gen-3 Halo headset at 15 mAmps was filed with the FDA in January of 2023. Formal comments to our pre-sub document filing were received in March of 2023. A formal meeting to address FDA comments took place on May 9, 2023. Minutes of the meeting with the FDA were filed with the FDA on May 16, 2023. No additional comments have been received from the FDA at this time. 24 We have designed and developed a new advanced waveform technology to be emitted at 15 milliamps through new and improved medical devices referred to as Generation 2 or Gen-2 and Generation 3 or Gen-3. Gen-2 is a clinical use device with a modern enclosure to emit the new 15 milliamp advanced waveform. Gen-3 is a new patient headset that will be prescribed by licensed medical professionals in a virtual clinic setting similar to existing Tele-health platforms. The Nexalin research team believes that the new 15 milliamp Gen-2 and Gen-3 devices can penetrate deeper into the brain and stimulate associated structures of mental illness, which we believe will generate enhanced patient response without any risk or unpleasant side effects. The Nexalin regulatory team has made a strategic decision to develop strategies for pilot trials in various mental health disease states. In addition, a new PMA application in the United States is in development for the treatment of depression utilizing both Gen-2 and Gen-3. The new Gen-3 device is also scheduled for additional pilot trials for anxiety and insomnia in the United States beginning in the fourth quarter of 2023. Preliminary data provided by the University of California San Diego supports the safety of utilizing our 15 milliamp waveform technology. However, the determination of safety and efficacy of medical devices in the United States is subject to clearance by the FDA. Additionally, we are currently designing clinical trial strategies for the use of Gen-3 for the treatment of substance use disorders including opiate, cocaine, and alcohol abuse. Recently the Gen-2 device was tested in pilot trials in China for substance abuse/addiction and the treatment of Alzheimer’s disease and dementia. Continued pilot testing for Alzheimer’s and dementia is planned in China in 2023 and 2024. In part due to increasing incidence attributed to the devastating impacts of the COVID-19 pandemic, mental health and cognitive disorders are widespread across the globe and cause substantial health, social and economic losses, and hardships accordingly. Our focus is on the continued development of our innovative bioelectronic medical technologies and regulatory approval. We intend to help reverse these losses, and hardships of these losses, by safely and effectively treating various mental health disorders associated with post Covid and long Covid mental disease states. All our products are non-invasive, safe, undetectable to the human body and can provide relief to those afflicted with mental health issues without adverse side effects. We have a proprietary design that stabilizes currents, electromagnetic fields, and various frequencies — referred to collectively as waveform - particularly our proprietary, 15 milliamp patented symmetrical waveform. Our devices generate a high frequency carrier wave. It is applied to the brain with an array of electrodes on the forehead and behind each ear at the mastoid. The features of this proprietary waveform and the array of electrodes allow the application of the waveform to the entire brain rather than a small, targeted area of the brain. By increasing the power, our waveform can penetrate deeper into the brain and stimulate deep mid-brain structures associated with mental illness. Our research and clinical teams believe that a more powerful waveform will create a stronger response in the brain. A stronger response creates a higher level of efficacy. This entire proprietary technique allows Nexalin to provide a safe and comfortable treatment that is more powerful than any stimulation device in the market. Current pilot study protocols and randomized clinical trials have been designed and submitted to the FDA to provide feedback on final reports and data sets for the purpose of safety and efficacy evaluations in the future. Determinations of the safety and efficacy of our devices are solely within the authority of the FDA. Currently, the waveform that comprises the basis of Gen-2 and new Gen-3 headset devices has been tested in research settings to develop safety data that has been submitted for review by the FDA for safety evaluation and eventual marketing in the United States and around the world. Determinations of the safety and efficacy of our devices in the United States are solely within the authority of the FDA. We recognize that an additional barrier to treatment in today’s mental health treatment landscape -- beyond the concerns about safety, efficacy and side-effects that have been associated with conventional mental health treatments such as ECT (shock therapy), drugs and psychotherapy -- is stigma. We have received industry reports and feedback that many patients that struggle with mood disorders have the stigma of embarrassment associated with psychiatrists and psychotherapy (e.g., counselling with a therapist). Additional stigmas and other issues are associated with the side effects of medication prescribed by psychiatrists. When we researched the current pharmaceuticals model, public information highlighted the many side effects associated with these medications. Frequently, patients would stop taking the medication because of the uncomfortable side effects. Additional public information mentions dependency and withdrawal issues associated with medication for psychiatric disorders. 25 To address the embarrassment stigma, we are developing a new virtual clinic that will allow the physician to diagnose a mental health issue in the privacy of a tele-psychiatry virtual platform. After diagnosis, the physician will prescribe the Nexalin Gen-3 headset to the patient for treatment. Next, the Gen-3 device will be shipped to the patient’s home. After the patient receives the device, they will pair the headset device with an app in the patient’s smart phone. The app will communicate with the Nexalin cloud servers to authorize the device for treatment according to the protocol designed by the physician. The physician will monitor treatment compliance and other health related issues in a private physician dashboard that connects through the Nexalin app and cloud servers. We believe that to preserve product safety and integrity for home use, the headset device will require physician oversight that will include a prescription for use with a monthly authorization provided by the physician after a monthly virtual visit. All appointments will be in a virtual setting to provide privacy and convenience for the physician and patient. The Nexalin virtual clinic will be provided in a proprietary virtual platform currently in the design stage. Our China Gen-2 15 milliamp device was recently approved in China by the NMPA for the treatment of insomnia and depression in China. This device and all other clinical devices will include a single use electrode for long term revenue streams. The USA Gen-2 device will have a fresh and modern appearance that meets the technology standards of the digital tech world of 2023. Early adopters of the Gen-1 device will be able to access additional firmware upgrades which are planned to enhance the previously purchased devices to the new symmetric15-milliamp waveform. Our Gen-2 device will be equipped with RFID technology that exchanges electrode usage data with a reader in the main device. The purpose of RFID is to track and maintain control of the proprietary single use electrode. Our electrode chip will be programmed to exchange data with the device and allow activation for a single treatment with a new electrode only. This ensures a recurring revenue stream on the device and protects against any generic knockoffs designed to avoid treatment costs. This upgrade in technology also ensures the proprietary nature of the electrodes that support treatment outcomes are sustained. Overall, we believe that our advanced waveform, technological upgrades and the development of a modern headset monitored with our IT management platform will position us with the opportunity to disrupt the traditional mental health treatment model. Our mission is to remove the stigma of expensive psychotherapy or pharmaceuticals with the attendant side effects and dependency issues and replace such stigma with clinically proven and cost-effective technology that is easily accessible in the privacy of the patient’s home and monitored by licensed healthcare providers. Since our inception, we have generated significant losses; we expect to continue to incur significant expenses and increasing operating losses for at least the next two years. Our net losses may fluctuate significantly from period to period, depending on the timing of our planned clinical trials and expenditures for other research and development activities. We expect our expenses will increase substantially over time as we: ● Continue the ongoing and planned preclinical and clinical development of our products; ● review and analyze the value of amending our previous 510(k) Application for anxiety and insomnia in accordance with the FDA and seek other regulatory approvals for any future products that successfully complete clinical trials; ● arrange for a sales, marketing and distribution infrastructure and scale up external manufacturing capabilities to commercialize any product candidate for which we may obtain regulatory approval and intend to commercialize on our own; ● maintain, expand and protect our intellectual property portfolio; ● engage additional clinical, scientific, manufacturing and controls personnel; and 26 ● add additional information systems including personnel to support our product development and planned future commercialization efforts. Furthermore, we expect to incur additional costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses that we did not incur as a private company. Recent Developments Completion of Initial Public Offering The Company completed its initial public offering on September 16, 2022. The initial public offering consisted of 2,315,000 units consisting of 2,315,000 shares of its Common Stock and 2,315,000 accompanying warrants to purchase up to 2,315,000 shares of common stock. Each share of common stock was sold together with one warrant, each to purchase one share of common stock with an exercise price of $4.15 per share at a combined offering price of $4.15, for gross proceeds of $9,607,250 before deducting underwriting discounts and offering expenses. In addition, Nexalin granted the underwriters a 45-day option to purchase up to an additional 347,250 shares of common stock and/or warrants to purchase up to 347,250 shares of common stock to cover over-allotments at the initial public offering price, less the underwriting discount. The underwriters exercised their option to purchase 347,250 warrants for net proceeds of $3,473. The registration statement on Form S-1 (File No. 333-261989) for our initial public offering was filed with the Securities and Exchange Commission (“SEC”) and became effective on September 15, 2022. A final prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov . The offering was being made only by means of a prospectus forming part of the effective registration statement. The shares and warrants began trading on the Nasdaq Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) in September 2022, under the symbols “NXL” and “NXLIW”, respectively. Impact of COVID-19 Pandemic We continue to be indirectly impacted by the Covid-19 pandemic because of our current dependence upon our distributor relationship with Wider Come Limited (“Wider”.) Wider acts as a distributor for the Company’s devices in China and Asia. Because of significant restrictions imposed by the Chinese government during the Covid pandemic, Wider’s ability to market and sell the Company’s devices has been negatively impacted, resulting in decreased revenue to the Company. Patients and salespeople are restricted in their movements resulting in a significant slowdown in the medical and other sectors. Fortunately, our Chinese distributor continues our strategy of multiple clinical studies in the major institution in Beijing in an array of brain related diseases. Very significant efforts and funds expended by our Chinese distributor has led to regulatory approval in China in both depression and insomnia thus far which has allowed for sales of our devices in China the past year. The extent of future impact will depend on future developments, including future activities by the Chinese government and other possible events which are highly uncertain and not in the Company’s control, including new information which may emerge concerning the spread and severity of COVID-19, or any of its variants, and actions taken to address its impact, among others. In addition, the spread of an infectious disease, including COVID-19, may also result in the inability of our suppliers to deliver components or raw materials on a timely basis. Such events may result in a period of business and manufacturing disruption, and in reduced operations, any of which could materially affect our business, financial condition and results of operations. The extent to which the coronavirus impacts our business will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain the coronavirus or treat its impact, among other things. 27 Formalization of the Joint Venture; China Related Activities On December 21, 2018, the Company entered into the first of a series of preliminary agreements providing for the establishment of a joint venture (“JV”) agreement (the “JV Agreement”) with Wider Come Limited, a China company (“Wider”) for the purpose of marketing, sale and distribution of the Company’s proprietary devices for the treatment of (i) anxiety, depression and insomnia and (ii) Alzheimer’s and dementia in the applicable territories. Wider has an experienced medical technology team in China. The parties formalized the JV on May 31, 2023. The joint venture is to be conducted through a company formed under the laws of Hong Kong. The JV will design and implement a comprehensive business model and distribution plan for our devices in China, Hong Kong, Macau and Taiwan. The embodiment of the agreed-upon terms and conditions of the JV in the formalized JV Agreement follows Wider’s completion of certain funding, clinical study, and publication milestones, as well as the resolution of certain regulatory concerns in China. The Company granted the JV a license to commercialize and exploit certain of the Company’s products and technologies in specified designated territories, and the JV will design and implement a comprehensive business model and distribution plan for these products and devices in such designated territories. Under the JV Agreement, Wider is obligated to fund all operations for the initial 12-month period of the JV, after which Nexalin and Wider plan to jointly fund the JV’s operating expenses in accordance with their pro rata ownership. The JV entity is controlled by a Board of Directors in which Wider is to have sole representation but neither the Company nor Wider has exclusive decision-making ability over day-to-day or significant operational decisions. Wider and Nexalin will own 52% and 48% of the JV, respectively. The Incorporation Form (Company Limited by Shares) filed with the Companies Registry in Hong Kong currently originally reflected a 50%-50% ownership interest in the JV, but has been amended to properly reflect the 52%-48% ownership formalized in the JV agreement. Under the preceding terms of the collaborative arrangement between the Company and Wider, Wider served as an authorized distributor of the Company’s Gen-2 devices in Asia. As part of the consideration for Wider’s performance of its obligations to the Company prior to the recent formalization of the JV, the Company and certain designated Wider shareholders entered into stock issuance agreements for the issuance of 450,000 shares of the Company’s common stock, and simultaneously with the execution of this service agreement, Wider contributed $200,000 to the Company. During the year ended December 31, 2020, the Company issued 150,000 shares to affiliates of Wider in satisfaction of the obligation. The fair value of the 150,000 shares issued (less the contributed $200,000 in cash) resulted in a charge to stock-based compensation of $550,000 and was recorded in selling, general and administrative expenses on the statement of operations and comprehensive loss. On July 13, 2023, the Company issued an additional 150,000 shares to certain designated Wider shareholders pursuant to the terms of the collaborative agreement between the Company and Wider. Under the terms of the collaborative agreement, designated shareholders of Wider are entitled to an additional 150,000 shares upon Wider’s achievement of certain milestones, which were considered probable of occurring during the three months ended September 30, 2023. As such, the company recognized the full $1,500,000 fair value of the remaining 300,000 shares during the three-month period ended September 30, 2023. 28 Results of Operations Comparison of the three months ended September 30, 2023 and 2022 Our financial results for the three months ended September 30, 2023 and 2022 are summarized as follows: Three Months Ended September 30, Change Change (1) 2023 2022 $ % Revenues, net $ 24,113 $ 545,323 $ (521,210 ) (96 )% Cost of revenues 3,973 187,298 (183,325 ) (98 )% Gross profit 20,140 358,025 (337,885 ) (94 )% Operating expenses: Professional fees 127,202 7,632 119,570 1567 % Salaries and benefits 363,330 164,142 199,188 121 % Selling, general and administrative 1,945,145 479,445 1,465,700 306 % Total operating expenses 2,435,677 651,219 1,784,458 274 % Loss from operations (2,415,537 ) (293,194 ) (2,122,343 ) 724 % Other income (expense), net: Interest income (expense), net (5,330 ) (10,452 ) 5,122 (49 )% Gain on sale of short-term investments 82,943 - 82,943 100 % Other income 40,735 168,245 (127,510 ) (76 )% Total other income (expense), net 118,348 157,793 (39,445 ) (25 )% Net loss $ (2,297,189 ) $ (135,401 ) $ (2,161,788 ) 1597 % Other comprehensive income (loss): Unrealized loss from short-term investments (32,289 ) - (32,289 ) 100 % Comprehensive loss $ (2,329,478 ) $ (135,401 ) $ (2,194,077 ) 1620 % (1) Percentages may not foot due to rounding. Revenues For the three months ended September 30, 2023 and 2022, we generated $24,113 and $545,323 respectively, of revenue primarily from the sale of devices, supplies and from licensing and treatment fee agreements with our customers for which we charge a monthly licensing fee for the duration of the agreement. We also generated revenue from treatment fee agreements by collecting fees based on the number of treatments per month the customer performs. In addition, we derived revenue from equipment by selling electrodes and patient cables to customers for use with our device. We also derive revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with the Company’s China sales. The decrease in revenue for 2023 compared to 2022 was primarily due to the decrease in device sales as a result of the difficulties encountered by our distribution network given the Covid restrictions in China. Cost of Revenues and Gross Profit For the three months ended September 30, 2023 and 2022, cost of revenues was $3,973 and $187,298, respectively, yielding a gross profit of $20,140 and $358,025 respectively, or 84% and 66%, respectively. Such increase in gross margin was due to the change in our sources of revenue. Our revenue for the quarter ended September 30, 2023 was primarily from license fees which have a greater gross margin than our other revenues. 29 Operating Expenses Total operating expenses for the three months ended September 30, 2023 and 2022 were $2,435,677 and $651,219, respectively. The increase in selling, general and administrative expenses was due primarily to an increase in professional fees of approximately $120,000, an increase in salaries and benefits of approximately $199,000, an increase in insurance of approximately $60,000 and an increase in research and development costs of approximately $1,525,000 and an increase in travel of approximately $27,000. The increases in research and development and consulting costs are attributable to the development of our Gen-2 and Gen-3 devices primarily related to $1,500,000 in non-employee stock compensation expense classified in R&D. The increases in professional fees and insurance are a result of being a public company. The increase in salaries and benefits is primarily due to the hiring of our Senior VP and other staff. These amounts were offset by a decrease in consulting fees of approximately $27,000 primarily due to an increase in staff and a reduction in stock compensation expense of approximately $111,000 (due to the amount recognized during the current quarter being classified as research and development expense). Other Income (Expense), Net Other income (expense), net for the three months ended September 30, 2023 and 2022 was $118,348 and $157,793, respectively, consisting of interest and dividend income and gain on the sale of short-term investments offset by interest expense. Comparison of the Nine Months ended September 30, 2023 and 2022 Our financial results for the nine months ended September 30, 2023 and 2022 are summarized as follows: Nine Months Ended September 30, Change Change (1) 2023 2022 $ % Revenues, net $ 90,212 $ 1,282,933 $ (1,192,721 ) (93 )% Cost of revenues 20,457 356,345 (335,888 ) (94 )% Gross profit 69,755 926,588 (856,833 ) (92 )% Operating expenses: Professional fees 405,949 486,197 (80,248 ) (17 )% Salaries and benefits 965,988 469,996 495,992 106 % Selling, general and administrative 2,769,641 1,083,809 1,685,832 156 % Total operating expenses 4,141,578 2,040,002 2,101,576 103 % Loss from operations (4,071,823 ) (1,113,414 ) (2,958,409 ) 266 % Other income (expense), net: Interest income (expense), net (19,685 ) (45,886 ) 26,201 (57 )% Gain on sale of short-term investments 180,593 - 180,593 100 % Other income 42,875 168,245 (125,370 ) (75 )% Other income - PPP loan forgiveness - 22,916 (22,916 ) (100 )% Total other income (expense), net 203,783 145,275 58,508 40 % Net loss $ (3,868,040 ) $ (968,139 ) $ (2,899,901 ) 300 % Other comprehensive income (loss): Unrealized loss from short-term investments (35,513 ) - (35,513 ) 100 % Comprehensive loss $ (3,903,553 ) $ (968,139 ) $ (2,935,414 ) 303 % (1) Percentages may not foot due to rounding. 30 Revenues For the nine months ended September 30, 2023 and 2022, we generated $90,212 and $1,282,933, respectively, of revenue primarily from the sale of devices, supplies and from the reimbursement of costs. In addition, we generated income from licensing and treatment fee agreements with our customers by charging a monthly licensing fee for the duration of the agreement. We also generated revenue from treatment fee agreements by collecting fees based on the number of treatments per month the customer performs. We also derive revenues from equipment by selling electrodes to customers for use with our device and from royalties from the manufacturer of our electrodes. We also derive revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with the Company’s China sales. The decrease in revenue for 2023 compared to 2022 was primarily due to the decrease in device sales as a result of the difficulties encountered by our distribution network given the Covid restrictions in China. Cost of Revenue and Gross Profit For the nine months ended September 30, 2023 and 2022, cost of revenues were $20,457 and $356,345, respectively, yielding a gross profit of $69,755 and $926,588, respectively, or 77% and 72%, respectively. Such increase in gross margin was due to the change in our sources of revenue Operating Expenses Total operating expenses for the nine months ended September 30, 2023 and 2022 were $4,141,578 and $2,040,002, respectively. The increase of approximately $496,000 in salaries and benefits was due to the hiring of our CFO, Senior VP and other staff. There was an increase in research and development costs of approximately $1,688,000, an increase in regulatory and compliance costs of approximately $22,000, an increase in insurance of approximately $211,000, an increase in travel of approximately $103,000 and an increase in taxes of approximately $40,000. The increase in research and development costs are attributable to the development of our Gen-2 and Gen-3 devices, primarily related to $1,500,000 in non-employee stock compensation expense classified in R&D. The increase in insurance is a result of being a public company. The increase in travel is primarily due to team members traveling to the home office and the cost of trips to work with and solidify our relationship with our JV partner. The increase in taxes is due to the Delaware Franchise Tax. These amounts are offset by a decrease in professional fees of approximately $80,000 primarily due to large fees in 2022 relating to the public offering, a reduction in consulting fees of approximately $116,000 primarily due to an increase in staff and a reduction in stock compensation of $254,000. Other Income (Expense), Net Other income (expense), net for the nine months ended September 30, 2023 and 2022 was $203,783 and $145,275, respectively, consisting of interest and dividend income and gain on the sale of short-term investments offset by interest expense net of the PPP loan forgiveness. Liquidity and Capital Resources Working Capital September 30, 2023 December 31, 2022 Current assets $ 4,263,349 $ 7,425,462 Current liabilities 1,197,075 1,948,986 Working capital $ 3,066,274 $ 5,476,476 Current assets decreased for the nine months ended September 30, 2023 primarily a result of funding operations and the paydown of debt. Cash and cash equivalents increased approximately $199,000. Short-term investments decreased approximately $3.3 million, and prepaid and other current assets decreased approximately $119,000. 31 Current liabilities decreased for the nine months ended September 30, 2023 primarily as a result of the reduction of accounts payable and repayment of a loan payable to an officer of the Company. Accounts payable decreased approximately $586,000, accrued expenses increased approximately $67,000, lease liability – current portion decreased approximately $33,000, and loan payable - officer decreased by $200,000. Cash Flows The following table summarizes our consolidated cash flows for the nine months ended September 30, 2023 and 2022: September 30, 2023 September 30, 2022 Net cash used in operating activities $ (2,831,354 ) $ (1,309,242 ) Net cash provided by investing activities $ 3,230,008 $ - Net cash provided by (used in) financing activities $ (200,000 ) $ 8,511,543 Net Cash Used In Operating Activities Net cash used in operating activities was $(2,831,354) for the nine months ended September 30, 2023, as compared to $(1,309,242) for the respective period in 2022, primarily due to the net loss of $3,868,040, as well as a combined decrease in accounts payable and accounts payable-related party of approximately $585,000. Offset by increases in stock compensation of approximately $1.7 million, of which $1.5 million was classified as research and development expense, and prepaid assets of approximately $119,000. Net Cash Provided By Investing Activities Net cash provided by investing activities during the nine months ended September 30, 2023, and 2022 was $3,230,008 and $0 respectively, which was due to short-term investment sales of approximately $32.7 million offset by purchases of $29.2 million of short-term investments, the purchase of patents of approximately $74,000 and an investment in our equity method investment of $96,000. Net Cash Provided By (Used In) Financing Activities Net cash provided by (used in) financing activities during the nine months ended September 30, 2023 and 2022 was $(200,000) and $8,511,543 respectively, which was due to payment of note payable to an officer of the Company of $200,000 in the current period and primarily due to the sale of common stock for cash in 2022. Uses and Availability of Additional Funds Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, third-party clinical research and development services, manufacturing development costs, legal and other regulatory expenses, and general administrative costs. Although we have produced Gen-2, which is selling in China where it is approved for certain utilizations by medical practitioners, the successful development of our future products is highly uncertain. At this time, we cannot reasonably estimate or know the nature, timing and estimated costs of the efforts that will be necessary to complete the clinical development of Gen-3 and obtain regulatory approvals. We are also unable to predict when, if ever, net cash inflows from revenues will enable us to be cash flow positive. This is due to the numerous risks and uncertainties associated with developing products, including, among others, the uncertainty of: ● successful enrolment in, and completion of clinical trials; ● performing preclinical studies and clinical trials in compliance with the FDA or any comparable regulatory authority requirements; 32 ● the ability of collaborators to manufacture sufficient quantity of product for development, clinical trials and/ or potential commercialization; ● obtaining and maintaining patent, trademark and trade secret protection for our products; ● making arrangements with third parties for manufacturing; ● scaling the commercial sales of products, if and when approved, whether alone or in collaboration with others; ● acceptance of existing therapies, and future therapies, if and when approved, by healthcare providers, physicians, clinicians, patients and third-party payors; ● competing effectively with other therapies; ● obtaining and maintaining healthcare coverage and adequate reimbursement; ● protecting our rights in our intellectual property portfolio; and ● maintaining a continued acceptable safety profile of our products following approval. Liquidity and Capital Resources As of September 30, 2023, the Company had a significant accumulated deficit of $76.3 million. For the nine months ended September 30, 2023, the Company had a loss from operations of $4.1 million and negative cash flows from operations of $2.8 million. The Company’s operating activities consume the majority of its cash resources. The Company will continue to service existing customers in the United States. The Company sold devices in China to its acting distributor. The Company anticipates that it will continue to incur operating losses as it executes its development plans through 2023, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company previously funded these losses primarily through the sale of equity and issuance of convertible notes. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period. As of September 30, 2023, the Company had cash and cash equivalents on hand of approximately $361,000 and short-term investments of approximately $3.6 million. Our ability to continue as a going concern will be dependent upon our ability to execute on our business plan, including the ability to generate revenue from the joint venture and obtain U.S. approval for the sale of our devices in the United States, and, if necessary, our ability to raise additional capital. These plans require the Company to place reliance on several factors including, favourable market conditions, to access additional capital in the future. These plans were therefore determined not to be sufficient to overcome the presumption of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Additionally, management does not believe we have sufficient cash for the next twelve months from the issuance of the financial statements. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. At the closing on September 16, 2022, the Company sold 2,315,000 Units and 347,250 of Warrants in an Initial Public Offering (the “Initial Public Offering”) at a price of $4.15 per Unit and $0.01 per Warrant for a total of $9,610,723. The Company incurred offering costs of $1,067,078, consisting of $878,858 of underwriting fees and expenses and $188,220 of costs related to the Initial Public Offering. Critical Accounting Policies and Significant Judgments and Estimates Our unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of our unaudited condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, costs and expenses, and the disclosure of contingent assets and liabilities in our unaudited condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. 33 While our significant accounting policies are described in more detail in Note 3 to our unaudited condensed consolidated financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our unaudited condensed consolidated financial statements. Revenue Recognition The Company recognizes revenue when its performance obligations with its customers have been satisfied. At contract inception, the Company determines if the contract is within the scope of ASC Topic 606 and then evaluates the contract using the following five steps: (1) identify the contract with the customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only recognizes revenue to the extent that it is probable that a significant revenue reversal will not occur in a future period. The Company has existing licensing and treatment fee agreements with its customers for the use of the Nexalin device in their practices. These agreements generally have terms of one year with automatic renewal if certain requirements are met and amounts due per these agreements are billed monthly. The Company also sells products related to the provision of services. The Company sells its devices in China to its acting distributor and sells products relating to the use of the devices. The Company has a Royalty Agreement whereby the manufacturer of the Company’s electrodes will pay a royalty to the Company for a three-year period beginning January 1, 2022. The amount of the Royalty is equal to 20% of the amount that the manufacturer invoices to the acting distributor for the sale of the electrodes. Revenue Streams The Company derives revenues from its license agreements by charging a monthly licensing fee for the duration of the agreement. The Company derives revenues from equipment by selling additional individual electrodes and patient cables to customers for use with the Nexalin device. The Company receives revenue from the sale in China of its devices to its acting distributor and from the sale of products relating to the use of those devices. The Company derives revenue as a royalty fee from the China-based manufacturer for electrodes ordered in connection with the Company’s China sales. Performance Obligations Management identified that subsequent licensing revenue has one performance obligation. That performance obligation is satisfied as long as the licensing contract remains valid and is not terminated. The licensing revenue is invoiced monthly and is recognized at a point in time in which the invoice is sent to the customer. Management identified that our equipment revenue has one performance obligation. That performance obligation is satisfied when the electrodes and devices are shipped to the customer. We do not offer a warranty on the electrodes or devices. Management identified that treatment fee revenue has one performance obligation. The performance obligation is satisfied upon the completion of individual treatments on patients by customers. Management identified that our royalty fee has one performance obligation. The performance obligation is satisfied as long as the royalty agreement remains valid and is not terminated. The royalty revenue is invoiced when the manufacturer advises the Company that the invoice has been sent to the customer. See Note 8 to the consolidated financial statements contained in this report for more information regarding our commitments and contingencies. 34 Practical Expedients As part of ASC 606, the Company has adopted several practical expedients including: ● Significant Financing Component — we do not adjust the promised amount of consideration for the effects of a significant financing component since we expect, at contract inception, that the period between when we transfer a promised goods or services to the customer and when the customer pays for that service will be one year or less. ● Unsatisfied Performance Obligations — for all performance obligations related to contracts with a duration of less than one year, we have elected to apply the optional exemption provided in ASC Topic 606 and therefore, are not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. ● Shipping and Handling Activities — we elected to account for shipping and handling activities as a fulfilment cost rather than as a separate performance obligation. ● Right to invoice — we have the right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance completed to date we may recognize revenue in the amount to which the entity has a right to invoice. Recent Accounting Pronouncements In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), which amends the effective date of the original pronouncement for smaller reporting companies. ASU 2016-13 and its amendments are in effect for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The adoption on January 1, 2023 modified the way the Company analyzes financial instruments, but it did not have a material impact on our consolidated financial statements. All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company. Contractual Obligations See Note 8 – Commitments and Contingencies in the Notes to Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q for a summary of our contractual obligations. Emerging Growth Company Status We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we intend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that are not emerging growth companies. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our share price may be more volatile. We may take advantage of these exemptions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if any of the following events occur prior to the end of such five-year period, (i) our annual gross revenue exceeds $1.07 billion, (ii) we issue more than $1.0 billion of non-convertible debt in any three-year period or (iii) we become a “large accelerated filer,” (as defined in Rule 12b-2 under the Exchange Act), we will cease to be an emerging growth company prior to the end of such five-year period. We will be deemed to be a “large accelerated filer” at such time that we (a) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Exchange Act, for a period of at least twelve months and (c) have filed at least one annual report pursuant to the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a “smaller reporting company,” which would allow us to take advantage of many of the same exemptions from disclosure requirements including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. 35 Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are emerging growth companies. As a result, changes in rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance or the application of existing guidance to changes in our business could significantly affect our financial position and results of operations. Continued Nasdaq Listing On May 10, 2023, the Company received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with the minimum bid price requirement for continued listing on Nasdaq, as the closing bid price for the Company’s common stock was below $1.00 per share as set forth in the Nasdaq listing rules. The Company was afforded 180 calendar days, or until November 6, 2023, to regain compliance with the Nasdaq listing rules. The Company was unable to regain compliance with the bid price requirement by November 6, 2023. On November 7, 2023, the Company submitted a letter to NASDAQ requesting a second 180-day period in order to regain compliance with NASDAQ Rule 5550(a)(2). The Company stated in that letter that it believed it will be able to cure the deficiency and increase its stock price to above $1.00 per share pursuant to its plan to do so. On November 7, 2023, the Company received written notice from the Nasdaq Listing Qualifications Department (the “Staff”) that the Company was not eligible for an additional 180 calendar day compliance period because the Company no longer complied with Nasdaq’s $5 million minimum stockholder equity initial listing requirement. As of the filing date of this Quarterly Report, the Company has requested an appeal of the Staff’s determination and submitted a hearing request to the Nasdaq Hearings Panel (“Panel”). As a result of the request for the appeal to the Panel, and while the appeal process is pending, the suspension of trading of the Company’s common stock is stayed, and the Company’s common stock and warrants will continue to trade on Nasdaq until the hearing process concludes and the Panel issues a written decision. As part of the appeal process, the Company will be asked to provide the Panel with a plan to regain compliance with the minimum bid price and stockholder equity requirements. The Company’s plan will need to include a discussion of the events that the Company believes will enable it to timely regain compliance with such requirements. The Company intends to submit a plan that it believes will be sufficient to permit the Company to regain compliance with the minimum bid price requirement and stockholder equity requirements. There can be no assurance that the Panel will grant the Company a 180-day extension to regain compliance, or that the Company will be able to regain compliance with such applicable Nasdaq listing requirements. Any delisting of our common stock from The Nasdaq Stock Market could adversely affect our ability to attract new investors, decrease the liquidity of our outstanding shares of common stock, reduce our flexibility to raise additional capital, reduce the price at which our common stock trades, and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholders. In addition, delisting of our common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our securities at all. Furthermore, the delisting of our common stock from The Nasdaq Stock Market could adversely affect our business, financial condition and results of operations. Item 3. Quantitative and Qualitative Disclosures about Market Risk Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item. 36 Item 4. Disclosure Controls and Procedures We have adopted and maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Quarterly Report on Form 10-Q, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. Our disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, our management, including our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, management identified material weaknesses in our internal control over financial reporting. The material weaknesses identified to date include: (i) lack of sufficient resources necessary to provide adequate segregation of duties related to the preparation and review of financial information used in financial reporting and review of controls over the financial reporting process, including documentation of review/approval of journal entries and reconciliations; and (ii) insufficient IT controls which are effectively designed and implemented, specifically related to user/superuser access to the Company’s financial reporting system. As of September 30, 2023, based on evaluation of these disclosure controls and procedures, management concluded that our disclosure controls and procedures were not effective. To address our material weakness, we intend to engage an outside firm to advise on our financial reporting processes and intend to implement new financial accounting controls and processes. We intend to continue to take steps to remediate the material weakness described above through implementing enhancements and controls within our accounting systems, subject to budget limitations. We will not be able to remediate these control deficiencies until these steps have been completed and have been operating effectively for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. The redesign and implementation of improvements to our accounting and proprietary systems and controls may be costly and time consuming and the cost to remediate may impair our results of operations in the future. In light of the conclusion that our disclosure controls and procedures were not effective at September 30, 2023, we have applied particular procedures and processes as necessary to ensure the reliability of our financial reporting with respect to this quarterly report. Accordingly, we believe, based on our knowledge that: (i) this quarterly report does not contain any untrue statement of material fact or omit a statement of material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading with respect to the period covered by this report; and (ii) the consolidated financial statements, and other financial information included in this quarterly report, fairly present in all material respects our financial condition, results of operations, and cash flows as of and for the periods presented in this quarterly report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the fiscal quarter ended September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 37 PART II—OTHER INFORMATION Item 1. Legal Proceedings None Item 1A. Risk Factors. Our material risk factors are disclosed in “Risk Factors” in our Registration Statement on Form S-1 (SEC File Number 333-261989) as declared effective by the Securities and Exchange Commission on September 15, 2022 and the Prospectus contained therein, as updated in our Form 10-K filed on March 27, 2023. There have been no material changes from the risk factors previously disclosed in such filings. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities None Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information None. 38 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***** Joint Venture Agreement between the Company and Wider Come Limited dated as of May 31, 2023. 10.2***** Employment Agreement between the Company and Mark White dated as of July 1, 2023. 10.3***** Services Agreement between the Company and David Owens, M.D. dated as of July 1, 2023. 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 10.11***** Employment Agreement between the Company and Michael Nketiah dated as of July 1, 2023. 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**** Amended and Restated Promissory Note in favor of Mark White dated as of January 1, 2023. 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. 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. 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. **** Previously filed as an exhibit to Form 10-Q as filed with the SEC on May 10, 2023. ***** Previously filed as an exhibit to Form 10-Q as filed with the SEC on August 10, 2023. ⸹ Filed as an exhibit to this Form 10-Q. 39 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 13th day of November, 2023. NEXALIN TECHNOLOGY, INC. By: /s/ Mark White Mark White Chief Executive Officer Principal Executive Officer Principal Financial Officer 40