SCHEDULE: Nexalin Tech: GreenLight Ventures Discloses 5.6% Stake

GreenLight Ventures LLC has disclosed a beneficial ownership of 5.6% in Nexalin Technology, Inc. through a non-cash transaction involving the sale of PONM.

Summary

• GreenLight Ventures LLC (GLV) has filed a Schedule 13D, disclosing beneficial ownership of 1,385,246 shares of Nexalin Technology, Inc. common stock, representing 5.6% of the class.
• These shares were acquired as non-cash consideration for the sale of PONM to Nexalin Technology, Inc. via a Stock Purchase Agreement dated May 14, 2026.
• The total value of the consideration shares is $1,300,000, issuable in four tranches.
• GLV received the first two tranches, totaling 1,385,246 shares, on May 14, 2026, and August 18, 2026.
• Two further tranches, representing 20% and 15% of the purchase price, are due on November 10, 2026, and February 8, 2027, respectively.
• GLV also entered into a Collaboration Agreement on May 14, 2026, to provide operational, technical, and strategic support for Nexalin's cranial electrotherapy stimulation technologies for a fee of $10,000 per month.
• Dr. David Owens, a Nexalin board member and Chief Medical Officer, holds a minority ownership interest in GLV.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a significant non-cash transaction and ongoing collaboration, but with potential future share issuances and no immediate strategic shifts.

Positives

• Acquisition of shares as non-cash consideration for a business sale, indicating a strategic transaction rather than a market purchase.
• Ongoing collaboration agreement providing monthly fees and technical support to Nexalin Technology, Inc.
• The structure of the share issuance ensures continued alignment between GLV and Nexalin through future tranches.
• Dr. David Owens' dual role as a Nexalin director and holder in GLV may foster closer alignment, though his interest in GLV predates the agreement.

Negatives

• Potential for future dilution as two tranches of shares are yet to be issued.
• The number of future shares is subject to anti-dilution provisions, which could increase the total shares issued.
• The Applicable Share Price has a floor of $18.30 and a ceiling of $34.50, which could impact the exact number of shares issued in future tranches.

Risks

• Future issuance of shares could dilute existing shareholders' ownership percentage.
• The number of shares to be issued in the remaining tranches could increase due to anti-dilution adjustments.
• Potential for changes in market conditions or Nexalin's performance to influence GLV's future investment decisions, including potential disposal of shares.

Future Outlook

Two further tranches of shares are to be issued to GreenLight Ventures, LLC on November 10, 2026, and February 8, 2027, representing 20% and 15% of the $1,300,000 purchase price, respectively. The number of shares in these tranches is subject to adjustment based on an 'Applicable Share Price' with a floor of $18.30 and a ceiling of $34.50 (adjusted for reverse stock split). All remaining unissued Consideration Shares will accelerate and become issuable prior to or concurrently with a change of control of the Issuer. GLV may also review its investment and potentially acquire or dispose of additional securities.

Management Comments

• GreenLight Ventures, LLC acquired the Consideration Shares as non-cash consideration for the sale of PONM to the Issuer, not by purchase for cash in the open market or otherwise.
• GLV provides operational, technical and strategic support relating to the continued development, compliance and commercialization of the Issuer's cranial electrotherapy stimulation technologies.
• GLV intends to review its investment in the Issuer on a continuing basis and may, from time to time and at any time, depending on market conditions, the Issuer's business, financial condition and prospects, the Reporting Person's own liquidity and investment considerations, and other factors the Reporting Person deems relevant, acquire additional shares of Common Stock or other securities of the Issuer, or dispose of shares of Common Stock or other securities of the Issuer.

Industry Context

StockSavvy.ai notes that this filing pertains to a Schedule 13D, indicating a significant ownership stake by GreenLight Ventures LLC in Nexalin Technology, Inc. The transaction involves the acquisition of a business (PONM) and ongoing service provision, which is common in the health tech sector where companies often leverage specialized technology and operational expertise. The collaboration agreement suggests a strategic partnership focused on Nexalin's cranial electrotherapy stimulation technologies.

Comparison to Industry Standards

• The structure of the transaction, involving a business sale for stock and a subsequent collaboration agreement, is a common method for early-stage or technology-focused companies to secure expertise and funding without immediate cash outlay.
• The fee structure of $10,000 per month for operational, technical, and strategic support is within typical ranges for specialized consulting or partnership agreements in the digital health and medical device sectors, depending on the scope and seniority of the services provided.
• The use of an 'Applicable Share Price' with defined floor and ceiling prices is a standard mechanism in private equity and venture capital transactions to manage valuation risk and ensure fairness for both buyer and seller during periods of price volatility.

Related Party Transactions

• Dr. David Owens, a member of Nexalin's board of directors and Chief Medical Officer, holds a minority ownership interest in GreenLight Ventures, LLC, the reporting person. This relationship predates the Purchase and Collaboration Agreements.

Stakeholder Impact

• Shareholders: Potential for dilution from future share issuances, but also potential for value creation if the PONM acquisition and collaboration are successful.
• Creditors: No immediate impact indicated, as the transaction is primarily equity-based.
• Employees: The collaboration agreement may lead to increased operational and technical support, potentially benefiting employees involved in product development.
• Suppliers: No direct impact mentioned.

Next Steps

• Issuance of the third tranche of Consideration Shares on or about November 10, 2026.
• Issuance of the fourth tranche of Consideration Shares on or about February 8, 2027.
• Continued review of investment in Nexalin Technology, Inc. by GreenLight Ventures, LLC, with potential for further acquisitions or dispositions of securities.
• Continuation of the Collaboration Agreement for an initial term of 24 months, subject to renewal or termination.

Key Dates

Recommendation

The filing indicates a significant ownership stake and ongoing business relationship, but the primary event (sale of PONM) has already occurred. Future share issuances represent expected events rather than new catalysts. The company's future performance hinges on the success of its cranial electrotherapy stimulation technologies, which is not detailed in this filing. Therefore, a 'hold' recommendation is appropriate pending further operational and financial updates.

Keywords

Schedule 13D, Beneficial Ownership, GreenLight Ventures, Nexalin Technology, Stock Purchase Agreement, Collaboration Agreement, PONM Sale, Cranial Electrotherapy Stimulation