SCHEDULE: GreenLight Ventures Boosts Nexalin Stake to 10.8%

GreenLight Ventures, LLC has amended its Schedule 13D filing to report a beneficial ownership of 10.8% in Nexalin Technology, Inc. following the issuance of additional shares.

Summary

• GreenLight Ventures, LLC (Reporting Person) has filed an amendment to its Schedule 13D, increasing its beneficial ownership of Nexalin Technology, Inc. (Issuer) common stock to 10.8%.
• This increase is due to the issuance of 87,301 shares of Common Stock in the third tranche under a Purchase Agreement, valued at $1,300,000 in total consideration for the sale of PONM, Inc.
• The Reporting Person now beneficially owns 133,475 shares, representing 10.8% of the outstanding common stock, based on 1,236,560 shares outstanding as of October 30, 2026.
• The shares were acquired as consideration for the sale of PONM, Inc. and not through open market purchases.
• GreenLight Ventures also provides consulting services to Nexalin Technology under a Collaboration Agreement for $10,000 per month over 24 months.
• David Owens, a director and Chief Medical Officer of Nexalin Technology, holds a minority ownership interest in GreenLight Ventures.
• The Reporting Person expects to acquire additional shares in a fourth tranche due February 8, 2027, which could be approximately 65,476 shares, subject to adjustments.
• GreenLight Ventures may sell some or all of its shares depending on market conditions and other factors.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a significant ownership stake and ongoing strategic relationship, though potential future share sales introduce a degree of uncertainty.

Positives

• GreenLight Ventures has increased its stake to a significant 10.8% of Nexalin Technology's outstanding shares.
• The acquisition of shares was part of a strategic transaction (sale of PONM, Inc.) rather than a cash purchase, indicating a deeper integration or partnership.
• A continuing consulting relationship is in place, providing Nexalin Technology with monthly services for a defined period.
• Potential for further share acquisition in the fourth tranche, which could increase ownership if the share price is adjusted downwards.

Negatives

• The Reporting Person may sell some or all of its shares in the future, which could put downward pressure on the stock price.
• A director of Nexalin Technology has a minority ownership interest in the Reporting Person, which could present potential conflicts of interest, although not explicitly stated as a negative.

Risks

• Potential for future share sales by GreenLight Ventures could impact the stock price.
• The anti-dilution provision in the Purchase Agreement could lead to further adjustments in the share price for future tranches.
• The Reporting Person may review its investment and change plans at any time, introducing uncertainty.

Future Outlook

The Reporting Person expects to acquire additional shares in the fourth tranche by February 8, 2027, which could be approximately 65,476 shares, subject to downward adjustments based on the anti-dilution provision. All unissued Consideration Shares become issuable immediately before or concurrently with a change of control of the Issuer. The Reporting Person may sell shares depending on market conditions.

Management Comments

• The Reporting Person may review its investment in the Issuer on a continuing basis and may change its plans at any time.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D amendment, indicating a significant beneficial owner's increased stake or change in intentions. The context of a reverse stock split and potential future share sales are common in micro-cap or developing companies seeking to restructure or manage their shareholder base.

Related Party Transactions

• David Owens, a director and Chief Medical Officer of Nexalin Technology, holds a minority ownership interest in GreenLight Ventures, the Reporting Person.

Stakeholder Impact

• Shareholders may be impacted by potential future sales of shares by GreenLight Ventures, which could affect stock price.
• The ongoing consulting services provide operational support to the Issuer, potentially benefiting its business prospects.

Next Steps

• Potential issuance of shares in the fourth tranche by February 8, 2027.
• Possible sale of shares by GreenLight Ventures depending on market conditions.
• Continuous review of investment by GreenLight Ventures.

Key Dates

Recommendation

The filing indicates a significant ownership stake by GreenLight Ventures and ongoing strategic involvement. However, the potential for future share sales introduces uncertainty, warranting a 'hold' recommendation until further clarity on the company's performance and GreenLight's intentions emerges.

Keywords

Schedule 13D, Beneficial Ownership, Nexalin Technology, GreenLight Ventures, Stock Purchase Agreement, PONM, Inc., Consulting Services, Reverse Stock Split