Item 5. Other Information
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
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.