SCHEDULE: Nexalin Technology: Investment Fund Acquires 9.99% Stake

Alumni Capital LP, along with its general partner and manager, has reported acquiring a 9.99% stake in Nexalin Technology, Inc. through various purchase agreements and warrants.

Summary

• Alumni Capital LP, its general partner Alumni Capital GP LLC, and its controlling person Ashkan Mapar have jointly filed a Schedule 13G.
• The filing reports beneficial ownership of 2,493,075 shares of Nexalin Technology, Inc. common stock, representing 9.99% of the class.
• This ownership is a result of agreements including a Securities Purchase Agreement (SPA), an Any Market Purchase Agreement (AMPA), and warrants (Common Warrant and Pre-Funded Warrant) dated August 19, 2026.
• The ownership is subject to an 'Ownership Limitation' of 9.99%, which prevents further acquisition of shares that would exceed this threshold, though this limit can be adjusted by written agreement.
• The reporting persons currently own 2,419,354 shares and have the right to acquire an additional 73,721 shares upon exercise of outstanding warrants, subject to the ownership limitation.
• The filing is made to reflect beneficial ownership as defined by Rule 13d-3(d)(1)(i) under the Act.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, as it details a significant ownership stake acquisition by an investment fund, indicating confidence in the company's future, but without immediate operational or financial performance updates.

Positives

• Acquisition of a significant stake (9.99%) by an investment fund (Alumni Capital LP) suggests confidence in Nexalin Technology's future prospects.
• The investment is structured through multiple agreements and warrants, indicating a potentially strategic and flexible approach by the investor.
• The ownership limitation can be adjusted, providing a mechanism for future increases in stake if mutually agreed upon by the fund and the issuer.

Negatives

• The filing does not provide current financial performance data or operational updates for Nexalin Technology, Inc.
• The ownership is capped at 9.99%, which may limit the investor's ability to exert significant control or influence without further agreements.
• The reliance on warrants and purchase agreements means the full extent of the investment is contingent on future conditions and issuer discretion.

Risks

• The Ownership Limitation restricts the fund from acquiring more than 9.99% of the outstanding shares, potentially limiting future investment or influence.
• The fund may be required to purchase shares at the issuer's discretion, introducing an element of uncertainty regarding the timing and extent of further investment.
• The value of the investment is subject to the performance of Nexalin Technology, Inc. and market conditions.

Future Outlook

The filing does not contain specific forward-looking statements or guidance from Nexalin Technology, Inc. regarding its business operations or financial performance. The future outlook is primarily shaped by the investment agreements and the potential for future share acquisition by Alumni Capital LP, subject to the 9.99% ownership limitation and mutual agreement with the issuer.

Management Comments

• The Reporting Persons disclaim beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
• The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Industry Context

StockSavvy.ai notes that this filing represents a significant shift in beneficial ownership for Nexalin Technology, Inc., with a dedicated investment entity taking a substantial stake. Such filings often precede or coincide with strategic initiatives or reflect investor confidence in a company's turnaround or growth potential within its sector.

Stakeholder Impact

• Shareholders: The acquisition of a significant stake by an investment fund may signal increased investor interest and potential for future share price appreciation, but also introduces a large holder whose actions could influence market dynamics.
• Creditors: No direct impact mentioned, but increased investor confidence could indirectly strengthen the company's financial standing.
• Management: The presence of a substantial institutional investor may lead to increased scrutiny or engagement regarding company strategy and performance.

Next Steps

• Alumni Capital LP may acquire additional shares through the exercise of warrants, subject to the 9.99% ownership limitation and issuer discretion.
• The ownership limitation can be adjusted upon written agreement between Alumni Capital LP and Nexalin Technology, Inc., potentially allowing for larger stakes.
• Nexalin Technology, Inc. may, at its sole discretion, require the Fund to purchase additional shares under the terms of the Purchase Agreements.

Key Dates

Recommendation

The filing indicates a significant investment by Alumni Capital LP, suggesting a positive outlook from the investor. However, without current operational or financial performance data from Nexalin Technology, Inc., and given the ownership cap and contingent nature of further investment, a 'hold' recommendation is prudent. Further analysis of Nexalin's underlying business performance is required for a stronger conviction.

Keywords

Nexalin Technology, Alumni Capital LP, Schedule 13G, Beneficial Ownership, Securities Purchase Agreement, Warrants, Investment Fund, Common Stock