Form 4: Nexalin Technology Insiders Granted 300,000 Stock Options Under 10b5-1 Plan

Marilyn Elson, a Director and 10% Owner, and Leonard Osser, an Officer, of Nexalin Technology, Inc. were granted 300,000 stock options at an exercise price of $1.15 per share, vesting over several years.

Summary

• Marilyn Elson, a Director and 10% Owner, and Leonard Osser, an Officer, of Nexalin Technology, Inc. jointly reported the acquisition of stock options.
• On July 17, 2025, a total of 300,000 stock options were granted to the reporting persons.
• These options have an exercise price of $1.15 per share.
• The options vest in tranches: 150,000 immediately exercisable on July 17, 2025, and 30,000 options vesting annually on August 1st from 2025 through 2029.
• All granted options expire on July 17, 2030.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.
• Following these transactions, the reporting persons beneficially own a total of 436,000 derivative securities (stock options).

Sentiment

Score: 6

Explanation: The grant of stock options aligns insider interests with shareholders and is part of a pre-planned strategy (10b5-1 plan), which is generally positive for corporate governance. However, the actual impact depends on the company's stock performance relative to the exercise price.

Positives

• The grant of stock options aligns the interests of key insiders (Director, 10% Owner, and Officer) with those of shareholders, as their potential gains are tied to the company's stock price appreciation.
• The use of a Rule 10b5-1(c) plan indicates a pre-arranged and transparent approach to insider transactions, providing an affirmative defense against insider trading allegations.

Negatives

• The exercise price of $1.15 per share requires context relative to Nexalin Technology's current stock price to assess the immediate value and incentive.
• The vesting schedule extends over several years, meaning the full incentive and potential dilution from these options will materialize gradually.

Risks

• Potential future dilution for existing shareholders if the granted stock options are exercised, increasing the number of outstanding shares.
• The value of these options is contingent on the company's stock price exceeding the $1.15 exercise price, exposing the holders to market risk.

Future Outlook

The future outlook, as implied by this filing, includes the potential exercise of 300,000 stock options by key insiders over a vesting period extending until August 2029, with an expiration date in July 2030, indicating a long-term incentive structure.

Management Comments

• The filing indicates that Marilyn Elson and Leonard Osser jointly reported the transactions, with Marilyn Elson stating that the reported shares include those owned with her spouse, Leonard Osser, for which they share voting and dispositive power.

Industry Context

The grant of stock options to directors and officers is a common practice across industries to incentivize long-term performance and align management interests with shareholder value creation. The use of a Rule 10b5-1 plan is a standard mechanism for insiders to pre-arrange trades in compliance with insider trading regulations.

Comparison to Industry Standards

• Without specific details on Nexalin Technology's compensation philosophy or peer group compensation data, a direct comparison to industry standards for executive and director equity grants is not feasible. However, the structure of multi-year vesting for stock options is a common incentive mechanism seen in many public companies, including those in the biotechnology and medical device sectors, which Nexalin Technology operates in.

Corporate Governance

Related Party Transactions

• The filing explicitly states that Marilyn Elson's reported beneficial ownership includes shares owned with her spouse, Leonard Osser, for which they share voting and dispositive power, indicating a related party transaction between the two reporting persons.

Stakeholder Impact

• Shareholders: Potential for future dilution if options are exercised, but also benefit from increased alignment of insider interests with stock price appreciation.
• Management/Directors: Receive long-term incentives tied to company performance.

Next Steps

• Continued vesting of the granted stock options annually until August 1, 2029.
• Potential exercise of vested stock options by the reporting persons before the July 17, 2030 expiration date.

Key Dates

Keywords

Nexalin Technology, NXL, SEC Form 4, Insider Trading, Stock Options, Beneficial Ownership, Corporate Governance, Executive Compensation, Director Compensation, 10b5-1 Plan, Equity Grant