UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______.

Commission file number: 001-41507

NEXALIN TECHNOLOGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware		27-5566468
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1776 Yorktown Street, Suite 550 Houston, TX		77056
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (832) 260-0222

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		NXL		The Nasdaq Capital Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 10, 2026, there were 22,036,402, shares of the Registrant’s common stock outstanding.

NEXALIN TECHNOLOGY, INC. AND SUBSIDIARIES

FORM 10-Q

For the Quarter Ended June 30, 2026

		Page
PART I. FINANCIAL INFORMATION

ITEM 1.	Unaudited Condensed Consolidated Financial Statements	1

	Condensed Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended June 30, 2026 and 2025	3

	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	33

ITEM 4.	Controls and Procedures	33

PART II. OTHER INFORMATION

ITEM 1.	Legal Proceedings	35

ITEM 1A.	Risk Factors	35

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

ITEM 3.	Defaults Upon Senior Securities	38

ITEM 4.	Mine Safety Disclosures	38

ITEM 5.	Other Information	38

ITEM 6.	Exhibits	39

SIGNATURES		40

PART I — FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

NEXALIN TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30,			December 31,

	2026			2025
ASSETS
Current Assets:
Cash and cash equivalents	$	1,004,958		$	654,783
Short-term investments		-			3,068,429
Accounts receivable, including related party receivables of $7,974 and $37,812, respectively		52,930			81,571
Inventory		233,462			131,473
Prepaid expenses and other current assets		570,756			363,014
Total Current Assets		1,862,106			4,299,270
Equipment, net of accumulated depreciation of $9,527 and $2,683, respectively		42,432			-
Intangible assets, net		1,099,641			336,049
Total Assets	$	3,004,179		$	4,635,319

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	239,448		$	244,579
Accrued expenses		858,504			642,754
Deferred share obligation (Note 4)		386,804			-
Total Current Liabilities		1,484,756			887,333
Total Liabilities		1,484,756			887,333

Commitments and Contingencies (Note 9)

Stockholders’ Equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 22,003,706 and 19,186,346 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		22,003			19,186
Accumulated other comprehensive loss		-			406
Additional paid in capital		98,700,839			96,595,806
Accumulated deficit		(97,203,419	)		(92,867,412	)
Total Stockholders’ Equity		1,519,423			3,747,986
Total Liabilities and Stockholders’ Equity	$	3,004,179		$	4,635,319

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NEXALIN TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,

	2026			2025			2026			2025
Revenues, net (including related party revenue of $0 and $8,275 for the three months ended June 30, 2026 and 2025, respectively, and $0 and $11,859 for the six months ended June 30, 2026 and 2025, respectively)	$	12,161		$	70,588		$	27,111		$	111,603
Cost of revenues		3,264			22,838			5,081			36,396
Gross profit		8,897			47,750			22,030			75,207

Operating expenses:
Professional fees		407,444			178,597			902,740			546,413
Salaries and benefits		501,717			370,401			1,000,277			705,759
Selling, general and administrative		782,571			893,836			1,575,368			1,823,056
Research and development		564,480			225,774			910,862			632,062
Total operating expenses		2,256,212			1,668,608			4,389,247			3,707,290

Loss from operations		(2,247,315	)		(1,620,858	)		(4,367,217	)		(3,632,083	)

Other income, net:
Interest income, net		129			4,690			163			5,793
Gain on sale of short-term investments		8,016			32,438			29,041			52,557
Other income		-			2,743			2,006			5,457
Total other income, net		8,145			39,871			31,210			63,807
Loss before provision for income taxes		(2,239,170	)		(1,580,987	)		(4,336,007	)		(3,568,276	)

Provision for income taxes		-			-			-			-

Loss before net loss of affiliate		(2,239,170	)		(1,580,987	)		(4,336,007	)		(3,568,276	)
Net loss of affiliate		-			-			-			(1,048	)

Net loss		(2,239,170	)		(1,580,987	)		(4,336,007	)		(3,569,324	)
Other comprehensive income (loss):
Unrealized gain (loss) from short-term investments		(406	)		513			(494	)		1,343
Comprehensive loss	$	(2,239,576	)	$	(1,580,474	)	$	(4,336,501	)	$	(3,567,981	)

Net loss per share attributable to common stockholders - Basic and Diluted	$	(0.11	)	$	(0.10	)	$	(0.21	)	$	(0.25	)

Weighted Average Shares Outstanding - Basic and Diluted		21,142,920			15,718,149			20,485,567			14,526,149

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NEXALIN TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

					Accumulated Other Comprehensive Income (Loss)			Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity

	Common Stock
	Shares		Amount
Balance as of January 1, 2025		13,303,523	$	13,304	$	(513	)	$	88,308,478	$	(84,645,231	)	$	3,676,038
Other comprehensive income (loss)		-		-		830			-		-			830
Stock-based compensation		24,406		24		-			636,820		-			636,844
Net loss		-		-		-			-		(1,988,337	)		(1,988,337	)
Balance as of March 31, 2025		13,327,929	$	13,328	$	317		$	88,945,298	$	(86,633,568	)	$	2,325,375
Other comprehensive income (loss)		-		-		513			-		-			513
Stock-based compensation		-		-		-			572,100		-			572,100
Shared issued as part of offering		4,090,000		4,090		-			4,642,307		-			4,646,397
Net loss		-		-		-			-		(1,580,987	)		(1,580,987	)
Balance as of June 30, 2025		17,417,929	$	17,418	$	830		$	94,159,705	$	(88,214,555	)	$	5,963,398

					Accumulated Other Comprehensive Income			Additional Paid-in Capital		Accumulated Deficit			Total Stockholders’ Equity
	Common Stock
	Shares		Amount
Balance as of January 1, 2026		19,186,346	$	19,186	$	406		$	96,595,806	$	(92,867,412	)	$	3,747,986
Other comprehensive income (loss)		-		-		88			-		-			88
Stock-based compensation		-		-		-			478,611		-			478,611
Shares issued under the ATM program		1,395,300		1,395		-			755,026		-			756,421
Net loss		-		-		-			-		(2,096,837	)		(2,096,837	)
Balance as of March 31, 2026		20,581,646	$	20,581	$	494		$	97,829,443	$	(94,964,249	)	$	2,886,269
Other comprehensive income (loss)		-		-		(494	)		-		-			(494	)
Stock-based compensation				-		-			408,387		-			408,387
Shares issued under the ATM program		463,044		463		-			137,902		-			138,365
Shares issued in connection with asset acquisition of PONM, Inc.		959,016		959					325,107					326,066
Net loss		-		-		-			-		(2,239,170	)		(2,239,170	)
Balance as of June 30, 2026		22,003,706	$	22,003	$	-		$	98,700,839	$	(97,203,419	)	$	1,519,423

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NEXALIN TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended June 30,

	2026			2025
Cash flows from operating activities:
Net loss	$	(4,336,007	)	$	(3,569,324	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock compensation		886,998			1,208,944
Depreciation		6,844			-
Amortization		27,061			9,912
Gain on sale of short-term investments		(29,041	)		(52,557	)
Return on investment in Joint Venture		-			864
Changes in operating assets and liabilities:
Accounts receivable		28,641			(49,805	)
Accounts receivable - related party		-			3,007
Prepaid expenses and other current assets		(207,742	)		50,086
Inventory		(101,989	)		1,604
Accounts payable		(5,131	)		84,631
Accrued expenses		215,750			(30,741	)
Net cash used in operating activities		(3,514,616	)		(2,343,379	)

Cash flows from investing activities:
Proceeds from sales and maturities of short-term investments		8,098,254			17,701,000
Purchase of short-term investments		(5,001,190	)		(20,103,127	)
Purchase of equipment		(49,276	)		-
Purchase of patents		(42,476	)		(35,215	)
Purchase of trademarks		(35,307	)		(8,841	)
Net cash provided by (used in) investing activities		2,970,005			(2,446,183	)

Cash flows from financing activities:
Sale of common stock for cash, net of financing fees		-			4,646,397
Net proceeds from sales of common stock under ATM program		894,786			-
Net cash provided by financing activities		894,786			4,646,397

Net increase (decrease) in cash and cash equivalents		350,175			(143,165	)
Cash and cash equivalents - beginning of period		654,783			574,485
Cash and cash equivalents - end of period	$	1,004,958		$	431,320

Non-cash investing and financing activities:
Acquisition of licensed technology through issuance of common stock and deferred share obligation		724,591			-
Remeasurement of deferred share consideration capitalized to acquired licensed technology		(11,721	)
Unrealized gain (loss) on short-term investments		(406	)		1,343

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NEXALIN TECHNOLOGY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS

Corporate History

Nexalin Technology, Inc. (the “Company” or “Nexalin”) was formed on November 17, 2021 as a Delaware corporation.

We were originally formed as a Nevada corporation on October 19, 2010 as Nexalin Technology, Inc. (“Nexalin Nevada”). On December 1, 2021, we completed a corporate reorganization pursuant to which Nexalin Nevada merged with and into a newly incorporated Delaware company of the same name, Nexalin and, as a result, Nexalin succeeded Nexalin Nevada and each of the shareholders of Nexalin Nevada exchanged each of their shares in Nexalin Nevada for one twentieth (1/20th) of a common share of the newly formed Delaware corporation. Nexalin had nominal assets and liabilities and did not conduct any operations prior to the reorganization other than its incorporation.

The Company’s principal offices are located at 1776 Yorktown Street, Suite 550, Houston, Texas 77056.

Our shares and warrants began trading on September 16, 2022, and continues to be traded on the Nasdaq Capital Market tier of the Nasdaq Stock Market (“Nasdaq”), under the symbols “NXL” and “NXLIW”, respectively. In September 2025, the warrants expired, and were delisted. The common stock of the Company will continue to trade on the Nasdaq Capital Market under the symbol NXL.

Throughout this Report, the terms “Nexalin,” “our,” “we,” “us,” and the “Company” refer to Nexalin Technology, Inc.

Business Overview

We are a medical device company engaged in the design and development of innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. We developed an easy-to-administer medical device – referred to as “Generation 1” or “Gen-1” – that utilizes bioelectronic medical technology to treat anxiety, insomnia and depression without the need for drugs or psychotherapy. While the Gen-1 device had been cleared by the U.S. Food and Drug Administration (“FDA”) to treat depression, anxiety, and insomnia, because of the FDA’s December 2019 reclassification of cranial electrotherapy stimulation (CES) devices, the Gen-1 device was reclassified as a Class II device for the treatment of anxiety and insomnia, and as a Class III device for the treatment of depression.

The waveform that comprises the basis of our “Generation 2” or “Gen-2”, “Gen-2 SYNC” or “SYNC” and new “Generation 3” or “Gen-3”, “Gen-3 HALO” or “HALO” headset devices have been in Q-submission process for review by the FDA. In October 2025, the FDA formally accepted our Q-Submission (“Q-Sub”) related to the Company’s Gen-2 Console (“SYNC”) system for the treatment of Alzheimer’s disease and dementia. The Company met with the FDA in November of 2025 and continues to develop a strategy and protocol. The acceptance of the Company’s request for interaction with the FDA with respect to its Gen-2 SYNC system represents a significant step toward Nexalin’s goal of achieving FDA authorization to begin U.S. clinical studies targeting Alzheimer’s and dementia — two of the most urgent unmet needs in healthcare. The Q-Submission process enables structured dialogue with and feedback from the FDA to discuss proposed clinical trial design, study endpoints, and regulatory pathway for evaluating the Gen-2 SYNC system as a potential non-invasive therapy for these debilitating neurodegenerative conditions, as well as for mild to moderate cognitive impairment (MCI) associated with Alzheimer’s disease. Determinations of the safety and efficacy of our devices in the United States are solely within the authority of the FDA.

During the second quarter 2026, we initiated our FDA-cleared clinical trial evaluating the Gen-3 HALO device for the treatment of insomnia, and patient recruitment and enrollment are underway. We continue to work closely with the FDA as part of the De Novo regulatory pathway for the Gen-3 HALO device. Upon obtaining FDA marketing authorization through the De Novo process, we intend to further expand the development and commercialization of the Gen-3 HALO device in the United States and other territories, where we believe there is significant unmet need for the treatment of mental health conditions.

During the second quarter of 2026, the Company expanded its technology portfolio through the acquisition of software and related intellectual property supporting its Nexalin NeuroCare™ digital health platform. Nexalin NeuroCare™ is designed to complement the Company’s neurostimulation technologies by providing software-enabled patient engagement, remote monitoring, physician workflow and clinical data management capabilities for clinical research and future commercial applications.

All of our products are designed to be easy to administer, physically non-invasive and undetectable to the human body. They have been developed to provide relief to those afflicted with mental health issues, including anxiety, insomnia, depression and mild traumatic brain injury (mTBI). We utilize bioelectronic medical technology to treat these mental health issues. The determination of safety and efficacy of medical devices in the United States are subject to clearance by the FDA.

Continued Nasdaq Listing

Our shares of our common stock are listed on the Capital Market tier of the Nasdaq Stock Market, or Nasdaq, under the symbol “NXL.” Nasdaq has rules for continued listing, including, without limitation, minimum market capitalization, minimum stockholders’ equity and other requirements. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including the Minimum Bid Price Rule (as discussed below) and those regarding director independence and independent committee requirements, minimum stockholders’ equity, and certain corporate governance requirements. There can be no assurances that we will be able to comply with the applicable listing standards.

Minimum Bid Price Requirement

We are required to maintain a minimum bid price of $1.00 per share. On January 21, 2026, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value $0.001 per share, for the last 30 consecutive business days, the Company was not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).

The Notice had no immediate effect on the continued listing of the Company’s common stock on The Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a 180-calendar day compliance period, which expired on July 20, 2026, to regain compliance with the minimum bid price requirement.

The Company did not regain compliance with the minimum bid price requirement during the initial compliance period and does not currently satisfy the requirements for an automatic additional 180-calendar day compliance period. Accordingly, on July 24, 2026, the Company received a Staff Delisting Determination from Nasdaq. The Company timely requested a hearing before the Nasdaq Hearings Panel. The hearing request is expected to stay any suspension of trading and delisting action pending the Panel’s decision.

The Company continues to evaluate alternatives to regain compliance with the Nasdaq continued listing requirements, including, if determined appropriate by the Company’s Board of Directors (the “Board”), implementing the reverse stock split authorized by the Company’s stockholders at the 2026 Annual Meeting. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or that the Company will ultimately regain compliance with the applicable Nasdaq continued listing requirements.

NOTE 2 — LIQUIDITY AND GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2026, the Company had an accumulated deficit of approximately $97,203,00097,203,419. For the six months ended June 30, 2026, the Company incurred a loss from operations of approximately $4,367,000 4,367,217 and used approximately $3,515,000 3,514,616 of cash in operating activities. Although the Company had working capital of approximately $377,000 as of June 30, 2026, its operating activities continue to consume the majority of its cash resources.

The Company expects to continue to incur operating losses and negative cash flows as it advances its clinical development, regulatory and product development initiatives, including its ongoing clinical trial evaluating the Gen-3 HALO device for the treatment of insomnia, and pursues other strategic initiatives. Historically, the Company has funded its operations primarily through equity financings, including sales under its at-the-market offering program. The Company expects that additional capital will be required to fund its planned operations and strategic initiatives.

Management’s plans include continuing to pursue additional equity financing, expanding international revenue opportunities, advancing its clinical and regulatory programs, and managing operating expenditures. The successful execution of these plans is dependent upon a number of factors, many of which are outside the Company’s control, including favorable capital market conditions and the Company’s ability to obtain additional financing on acceptable terms, or at all.

After considering its plans, management concluded that the Company does not currently have sufficient cash and cash equivalents to fund its anticipated operating requirements for at least twelve months from the date these unaudited condensed consolidated financial statements are issued. Accordingly, management determined that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles in the United States (“GAAP”), for interim financial information and with the instruction for Quarterly Reports on Form 10-Q and Article 8 of Regulations S-X. Accordingly, the unaudited condensed consolidated financial statements do not include all the information and footnotes required by GAAP for complete annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial information includes all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position and the operating results and cash flows. Operating results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for any other subsequent interim periods. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025 filed on March 25, 2026. The accompanying consolidated balance sheet as of December 31, 2025 has been derived from the audited financial statements included in our previously filed Annual Report on Form 10-K.

Principles of Consolidation

The unaudited condensed consolidated financial statements include the accounts of Nexalin Technology, Inc. and its wholly owned subsidiaries, Neuro-Health International, Inc. (“Neuro-Health”), PONM, Inc. (“PONM”) and Beijing Nexalin Neurotech Co., Ltd (“WOFE”). PONM has been included in the Company’s unaudited condensed consolidated financial statements from the date of its acquisition on May 14, 2026. Neuro-Health and WOFE had no operating activity during the periods presented. All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, equity-based transactions, revenue and expenses and disclosure of contingent liabilities at the date of the unaudited condensed consolidated financial statements. The Company bases its estimates and assumptions on historical experience, known or expected trends and various other assumptions that it believes to be reasonable. As future events and their effects cannot be determined with precision, actual results could differ from these estimates, which may cause the Company’s future results to be affected.

Asset Acquisitions

The Company accounts for acquisitions that do not meet the definition of a business under Accounting Standards Codification (“ASC”) 805, Business Combinations, as asset acquisitions. The cost of an asset acquisition includes cash paid, the fair value of consideration transferred, and the estimated value of any deferred or other purchase consideration attributable to the acquired assets.

When deferred purchase consideration is payable based on contractual terms and represents additional consideration for the acquired assets, the Company records a corresponding liability. Until such consideration is settled, the liability is remeasured to reflect changes in the estimated amount of consideration expected to be transferred. Corresponding adjustments are recorded as changes to the carrying amount of the related acquired asset and are not recognized in current-period earnings. The acquired asset is amortized over its estimated useful life, with the adjusted carrying amount serving as the basis for future amortization.

Deferred Share Liability

A deferred share liability represents the Company’s obligation to satisfy deferred purchase consideration through the future issuance of shares of its common stock. The deferred share liability is initially recognized at the estimated value of the unpaid purchase consideration and is subsequently remeasured at each reporting date until settlement. Changes in the carrying amount of the deferred share liability are recorded as adjustments to the carrying amount of the related acquired intangible asset in accordance with the Company’s accounting policy for asset acquisitions. Upon issuance of the Company’s common stock, the deferred share liability is reclassified to stockholders’ equity.

Research and Development

Advance payments made to contract research organizations and other clinical trial vendors are capitalized as prepaid assets and recognized as research and development expense as the underlying services are performed. Management periodically evaluates the status of services provided under each contract to determine the appropriate amount of expense to recognize during each reporting period.

Patents and Trademarks

Patents and trademarks are amortized over their useful lives and are reviewed for impairment when warranted by economic conditions. Amortization expense was approximately $8,000 and $14,000 and $5,000 and $10,000 for the three and six months ended June 30, 2026 and 2025, respectively.

The following table summarizes the gross carrying amount, amortization and the net carrying value as of June 30, 2026 and December 31, 2025.

Schedule of patents
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
June 30, 2026
Patents	$	318,200	$	(35,008	)	$	283,192
Trademarks		136,291		(19,982	)		116,309
Total June 30, 2026	$	454,491	$	(54,990	)	$	399,501

December 31, 2025
Patents	$	275,724	$	(27,008	)	$	248,716
Trademarks		100,984		(13,651	)		87,333
Total December 31, 2025	$	376,708	$	(40,659	)	$	336,049

Fair Value Measurements

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). In determining fair value, the Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs, and considers assumptions that market participants would use in pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). This hierarchy applies to assets and liabilities measured at fair value on a recurring or nonrecurring basis.

●

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date.

●

Level 2: Inputs are observable, either directly or indirectly, other than quoted prices included in Level 1. These inputs may include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other observable market data.

●

Level 3: Inputs are unobservable and reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.

The Company’s financial assets measured at fair value on a recurring basis consist of U.S. Treasury bills and mutual funds. The Company also measures its deferred share liability at fair value on a recurring basis until the underlying shares are issued. U.S. Treasury bills and mutual funds are classified within Level 1 of the fair value hierarchy based on quoted prices in active markets. The deferred share liability is classified within Level 1 of the fair value hierarchy based on the nature of the inputs used in its valuation. The fair value of the deferred share liability is determined using the quoted market price of the Company’s common stock, together with the applicable contractual terms governing the share issuance. There were no transfers between levels of the fair value hierarchy during the six months ended June 30, 2026.

Fair Value of Financial Instruments

The carrying amounts of cash, short-term investments, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses, deferred share liability and other current liabilities approximate their fair values due to the short-term nature of these instruments, except for the deferred share liability, which is measured at fair value on a recurring basis.

The following table summarizes the amortized cost, unrealized gain (loss) and the fair value as of June 30, 2026 and December 31, 2025.


	Amortized Cost		Unrealized Loss		Fair Value
June 30, 2026
Short-term investments	$	-	$	-	$	-

December 31, 2025
Short-term investments	$	3,068,023	$	406	$	3,068,429

The following table provides the carrying value and fair value of the Company’s financial assets and liabilities measured at fair value as of June 30, 2026 and December 31, 2025.

Schedule of fair value, assets measured on recurring basis
	Carrying Value		Level 1		Level 2		Level 3
June 30, 2026
U.S. Treasury Bill	$	-	$	-	$	-	$	-
Mutual Funds		-		-		-		-
Deferred share liability		386,804		386,804		-		-
Total June 30, 2026	$	386,804	$	386,804	$	-	$	-

December 31, 2025
U.S. Treasury Bill	$	2,700,824	$	2,700,824	$	-	$	-
Mutual Funds		367,605		367,605		-		-
Total December 31, 2025	$	3,068,429	$	3,068,429	$	-	$	-

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). This framework applies to both initial and subsequent measurements.

The deferred share liability is classified within Level 1 of the fair value hierarchy because its fair value is determined using the quoted market price of the Company’s common stock, which represents the significant input used in the valuation.

Net Loss per Common Share

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock, or otherwise resulted in the issuance of common stock that would share in the earnings of the Company.

Potentially dilutive securities are excluded from the calculation of diluted net loss per share when their effect would be anti-dilutive. Accordingly, basic and diluted loss per share are the same for all periods presented. For all periods presented, certain potentially dilutive securities were excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive.

The following table summarizes the securities that would be excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the most recent fair value of the common shares:

Schedule of anti-dilutive shares
	Three and Six Months Ended June 30,
	2026		2025
Warrants		-		2,662,250
Options		4,113,617		3,038,078
Deferred share awards		510,989		201,136
Total		4,624,606		5,901,464

Stock-Based Compensation

The Company applies the provisions of ASC 718, Compensation — Stock Compensation (the “guidance”), which requires the measurement and recognition of compensation expense for all stock-based awards granted to employees, including stock options, in the unaudited condensed consolidated statements of operations and comprehensive loss.

For stock options issued to employees and members of the Board, the Company estimates the grant-date fair value of each option using the Black-Scholes option pricing model. This model requires management to make assumptions regarding the expected term of the option, the expected volatility of the Company’s common stock over the expected life of the option, risk-free interest rates, and expected dividend yields. For awards subject to service-based vesting conditions, including those with graded vesting schedules, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period, which generally corresponds to the vesting term. Forfeitures are recognized as they occur, rather than being estimated at the grant date.

Pursuant to ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options and restricted shares issued to nonemployees in accordance with the guidance. Valuation methods and assumptions for nonemployee awards are consistent with those used for employee awards.

Future Adoption of New Accounting Pronouncement

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The guidance removes references to software development project stages so that capitalization is based on management authorization, commitment to funding, and probable completion for the intended use. The standard is effective for annual periods beginning after December 15, 2027, including interim periods, with prospective, modified, or retrospective transition methods allowed and early adoption permitted. The Company does not expect the adoption to have a material impact on its unaudited condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires additional disaggregated disclosures of certain income statement expense categories. The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the effect of adopting this guidance.

All other newly issued but not yet effective accounting pronouncements are considered either not applicable or immaterial to the Company.

NOTE 4 — ACQUISITION OF PONM, INC.

On May 14, 2026, the Company completed the acquisition of 100% of the outstanding equity interests of PONM pursuant to a Stock Purchase Agreement with GreenLight Ventures, LLC (“GLV” and the agreement, the “Stock Purchase Agreement”). Immediately prior to the acquisition, PONM entered into a License Agreement with GLV (the “License Agreement”) pursuant to which PONM obtained an exclusive license to certain software and related intellectual property within specified fields of use. Concurrently with the acquisition, the Company entered into a Collaboration Agreement with GLV (“the “Collaboration Agreement”) under which GLV will provide ongoing software development, maintenance and related support services.

Management believes the licensed software and related intellectual property acquired through the transaction represent the foundational technology supporting the continued development of the Company’s Nexalin NeuroCare™ platform.

Prior to the acquisition, PONM had limited operations and substantially all of the value acquired by the Company related to the exclusive software license and related intellectual property obtained pursuant to the License Agreement with GLV.

The Company determined that the acquisition did not meet the definition of a business under ASC 805, Business Combinations, and therefore accounted for the transaction as an asset acquisition. Substantially all of the value acquired relates to the licensed software and related intellectual property, which has been recorded as a finite-lived intangible asset and is being amortized over its estimated useful life.

The aggregate purchase consideration is approximately $1.3 million and is payable through the issuance of shares of the Company’s common stock (“Consideration Shares”) in accordance with the issuance schedule contained in the Stock Purchase Agreement. The Consideration Shares are issuable in four tranches: 45% at closing; 20%, on the date that is 90 days after the closing date; 20%, on the date that is 180 days after the closing date; and 15%, on the date that is 270 days after the closing date. Closing of the first tranche under the Purchase Agreement occurred, and the Company issued the initial tranche of the Consideration Shares, or 959,016 shares of common stock, on May 14, 2026 (initial fair value of approximately $725,000). The unissued Consideration Shares are subject to specified protective provisions prior to issuance of the final tranche, including down-round protection for certain issuances below the applicable per share price, equitable adjustment for stock splits, reverse stock splits, recapitalizations, reclassifications and similar capital adjustments, and delisting protection, in each case, subject to a floor of $0.61 per share and a ceiling of $1.15 per share. The Purchase Agreement also provides for an acceleration of the issuance of all remaining unissued Consideration Shares upon a change of control of the Company.

As a result, the number of shares ultimately issued may vary, while the aggregate purchase consideration remains subject to the terms of the Stock Purchase Agreement. At closing, the Company issued the initial tranche of common shares. The remaining consideration will be settled through future share issuances upon satisfaction of the applicable contractual issuance provisions. The Company recorded the remaining obligation as a liability, which is subsequently remeasured until each tranche of consideration is settled through the issuance of common stock.

During the three months ended June 30, 2026, the Company adjusted the carrying amount of the acquired licensed technology for changes in the estimated amount of the remaining purchase consideration payable pursuant to the Stock Purchase Agreement (approximately $12,000). Such adjustments are capitalized as part of the cost of the acquired intangible asset and are not recognized in current-period earnings. The carrying amount of the related liability is adjusted concurrently until the remaining consideration is settled.

Amortization expense related to the acquired intangible asset was approximately $13,000 for the three months ended June 30, 2026 and $13,000 for the six months ended June 30, 2026.

Schedule of acquired intangible asset
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Value
June 30, 2026
Licensed technology / intellectual property	$	712,870	$	(12,730	)	$	700,140
Total June 30, 2026	$	712,870	$	(12,730	)	$	700,140

The licensed technology and related intellectual property acquired in connection with the acquisition of PONM, Inc. is being amortized on a straight-line basis over its estimated useful life of 7 years. Future amortization is approximately $51,000 for the remaining of 2026, $102,000 for the years 2027 through 2032 and $37,000 for 2033.

As a portion of the purchase consideration is payable through future issuances of the Company’s common stock, the Company recognized a deferred share liability representing the estimated value of the remaining purchase consideration to be settled in shares. The deferred share liability is presented as a separate line item on the accompanying unaudited condensed consolidated balance sheet (approximately $387,000 at June 30, 2026). In accordance with the Company’s accounting policy, the deferred share liability is remeasured until each tranche of consideration is settled through the issuance of common stock, with corresponding adjustments recorded to the carrying amount of the related intangible asset. The Company accounts for the deferred share liability in accordance with its accounting policies for asset acquisitions and deferred share liabilities described in Note 3 “Summary of Significant Accounting Policies”.

Collaboration Agreement

On May 14, 2026, the Company entered into a Collaboration Agreement with GLV to support the development, compliance and commercialization of the Company’s cranial electrotherapy stimulation technologies and related products using certain licensed software associated with GLV’s development of the Nexalin NeuroCare™ platform. Prior to the Company’s entry into the Purchase Agreement and the Collaboration Agreement, GLV and PONM entered into the License Agreement, under which PONM obtained an exclusive license to use certain GLV software within the PONM Field of Use.

Under the Collaboration Agreement, GLV will provide development services under schedules of work and, upon request, infrastructure support services. Unless otherwise specified in a schedule of work, the Company will pay GLV $10,000 per month for such development services, with approved excess development services and approved infrastructure support services billed at rates set forth in the Collaboration Agreement.

The Collaboration Agreement has an initial term of 24 months.

NOTE 5 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of prepaid expenses and other current assets
	June 30, 2026		December 31, 2025
Contract research organization costs	$	127,106	$	-
Insurance & medical		59,485		126,034
Marketing		115,000		15,000
Research and development		36,753		33,333
Deferred offering costs		40,000		-
Materials and supplies		59,221		59,221
Note receivable		81,000		81,000
Other		52,191		48,426
Total	$	570,756	$	363,014

The Company enters into agreements with contract research organizations (“CROs”) to conduct and manage clinical trials in support of its research and development activities. Advance payments made under these arrangements are recorded as prepaid clinical trial expenses and are recognized as research and development expense as the related services are performed, based on management’s assessment of the progress toward completion of the applicable contractual services.

As of June 30, 2026, prepaid clinical trial expenses included approximately $127,000 of advance payments made under the Company’s agreement with its CRO in connection with the Company’s clinical trial evaluating the Gen-3 HALO device for the treatment of insomnia.

NOTE 6 — ACCRUED EXPENSES

Accrued expenses consist of the following amounts:

Schedule of accrued expenses
	June 30, 2026		December 31, 2025
Other	$	58,943	$	87,581
Bonuses		495,500		488,000
Professional fees		122,500		-
Contract research organization costs		181,561		-
Research and development		-		67,173
Total	$	858,504	$	642,754

Accrued bonuses include amounts earned by employees (including officers of the Company), which are expected to be paid in cash in the subsequent fiscal year. Certain amounts may be voluntarily deferred for cash management purposes.

Accrued CRO expenses represent costs incurred under the Company’s CRO agreements for services performed as of June 30, 2026, but not yet invoiced or paid. Such costs are recognized as research and development expense based on management’s assessment of the progress toward completion of the applicable contractual services. As of June 30, 2026, accrued clinical trial expenses included approximately $182,000 related primarily to the Company’s agreement with its CRO in connection with the Company’s clinical trial evaluating the Gen-3 HALO device for the treatment of insomnia.

NOTE 7 — RELATED PARTY TRANSACTIONS

U.S. Asian Consulting Group, LLC

On May 9, 2018, the Company entered into a five-year consulting agreement with U.S. Asian Consulting Group, LLC (“U.S. Asian”). The consulting agreement was extended for an additional period of eight years upon the closing of our initial public offering (expiring September 2030). The agreement was amended effective as of July 1, 2024 (“amended agreement”) to expand the services. The two members of U.S. Asian are shareholders in the Company including Marilyn Elson, who is the Company’s former controller, and Leonard Osser.

Pursuant to the consulting agreement, U.S. Asian provides consulting services to the Company with regard to, among other things, corporate development, financing arrangements and international operations. The amended agreement calls for a monthly fee of $16,667, a one-time stock grant (of 100,000 shares of common stock, with a grant date fair value of $96,000) and a semi-annual share award equal to $100,000 with the issuance and delivery of shares to take place following the termination/expirations of the consulting agreement. Deferred share awards as of June 30, 2026 are 510,989, per the terms of the agreement.

The Company recorded approximately $20,000 and $44,000 for the three months ended June 30, 2026 and 2025, respectively, of stock compensation related to the semi-annual stock grants earned and approximately $50,000 for the three months ended June 30, 2026 and 2025, respectively, related to the monthly cash portion of the consulting agreement.

The Company recorded approximately $70,000 and $94,000 for the six months ended June 30, 2026 and 2025, respectively, of stock compensation related to the semi-annual stock grants earned and approximately $100,000 for the six months ended June 30, 2026 and 2025, respectively, related to the monthly cash portion of the consulting agreement.

Leases

Our principal executive office is located at 1776 Yorktown, Suite 550, Houston, Texas 77056. Under ASC 842 “Leases”, we had a sub-lease (through IIcom Strategic Inc. controlled and owned by our Chief Executive Officer) totaling approximately 4,000 square feet of office space under an operating lease. Management and support staff are located at this location. The initial sub-lease expired in January of 2024. The Company entered into a new sublease for the same parties for additional space, which expired in February 2026, at which time the Company is paying month to month. Pursuant to the sublease, we paid the third-party landlord (not the sub landlord) all direct and indirect rent costs under the primary lease directly for the leased premises. No additional payments are made to the Chief Executive Officer or the entity controlled by him. Our lease costs paid to IIcom for each of the three and six months ended June 30, 2026 and 2025 were approximately $18,000 and $18,000 and $14,000 and $28,000, respectively. Subsequent to June 30, 2026, the Company entered into a Third Amendment to the office lease directly with the third-party landlord, replacing the related-party sublease arrangement and extending the lease term while expanding the leased premises. See Note 11, Subsequent Events, to the accompanying unaudited condensed consolidated financial statements for additional information.

Collaboration Agreement

The Company entered into a Collaboration Agreement with GLV in connection with the acquisition of PONM, Inc. Dr. David Owens, a member of the Company’s Board of Directors and our Chief Medical Officer, holds a minority ownership interest in GLV. During the three and six months ended June 30, 2026, the Company recognized approximately $38,000 of expense under the Collaboration Agreement, of which approximately $38,000 remained payable at June 30, 2026. The Collaboration Agreement was reviewed and approved in accordance with the Company’s related party transaction approval procedures.

NOTE 8 — STOCKHOLDERS’ EQUITY

Issuance of Common Stock

During the six months ended June 30, 2026, the Company issued an aggregate of 2,817,360 shares of its common stock, as follows:

	●	1,858,344 shares of common stock were issued as part of our ATM program (as defined below), with net proceeds of approximately $895,000

	●	959,016 shares of its common stock in connection with the acquisition of 100% of the outstanding equity interests of PONM, Inc. Pursuant to the terms of the Stock Purchase Agreement, additional shares remain issuable as deferred purchase consideration and will be issued in accordance with the contractual issuance schedule. See Note 4 – Acquisition of PONM, Inc. for additional information.

The Company recognized approximately $887,000 of stock-based compensation for the six months ended June 30, 2026, approximately $339,000 related to stock options noted below and approximately $548,000 for services rendered and paid in stock in lieu of cash by outside consultants, certain employees and Board Members.

During the six months ended June 30, 2025, the Company issued an aggregate of 4,114,406 shares of its common stock, as follows:

	●	24,406 shares of common stock were issued for services in lieu of cash to an outside consultant.

	●	4,090,000 shares of common stock were issued as part of an equity offering, with net proceeds of approximately $4,646,000.

The Company recognized approximately $1,209,000 of stock-based compensation for the six months ended June 30, 2025, approximately $471,000 related to stock options noted below and approximately $738,000 for services rendered and paid in stock in lieu of cash rendered by outside consultants, certain employees and Board Members.

“At-the-Market” Offering

On October 15, 2025, we entered into an Amendment No. 2 (the “Second Amendment”) to that certain equity distribution agreement, dated April 29, 2025 (the “Original Agreement”) as amended by that certain Amendment No. 1 to the Original Agreement, dated May 5, 2025, (the “First Amendment” and, together with the Original Agreement and the Second Amendment, the “Equity Distribution Agreement”) with Maxim Group LLC (“Maxim”), under which we currently have the ability to issue and sell shares of our common stock, from time to time, through Maxim, up to an aggregate offering price of approximately $4,273,000 (the “ATM program”). During the six months ended June 30, 2026 we sold 1,858,344 shares of our common stock under the ATM program for net proceeds of approximately $895,000.

As of June 30, 2026 in total we have sold 2,549,751 shares of our common stock under the ATM program for gross proceeds of approximately $1,619,000.

Subsequent to June 30, 2026 we have sold 32,696 shares of our common stock under the ATM program for gross proceeds of approximately $15,000.

Options

The Company’s 2023 Equity Incentive Plan (the “2023 Plan”) was approved by our stockholders on November 10, 2023. The 2023 Plan originally provided that the maximum number of shares of common stock available for the grant of awards under the 2023 Plan shall be 1,500,000, subject to adjustment for stock dividends, stock splits or similar events.

The 2023 Plan is administered by the Compensation Committee of the Board, which may in turn delegate administrative authority to one or more of our executive officers. Under the terms of the 2023 Plan, the Compensation Committee may grant equity awards, including nonqualified stock options and restricted stock to employees, officers, directors, consultants, agents, advisors and independent contractors. The 2023 Plan has been amended, most recently as of July 15, 2025, to increase the number of shares under the 2023 Plan to 9,000,000.

Under the terms of the 2023 Plan, the Compensation Committee may grant equity awards, including nonqualified stock options and restricted stock to employees, officers, directors, consultants, agents, advisors and independent contractors. See Note 11 “Subsequent Events”.

The amount expensed during the three and six months ended June 30, 2026 and 2025 in the unaudited condensed consolidated statements of operations and comprehensive loss related to stock options issued under the 2023 Plan was approximately $170,000 and $339,000 and $236,000 and $471,000, respectively.

On December 19, 2025, the Board and the Compensation Committee approved the grant of stock options to certain employees and Board members, subject to shareholder approval. As of June 30, 2026, shareholder approval had not been obtained, and therefore no grant date had occurred, and no compensation expense has been recognized. See Note 11 “Subsequent Events”. The table below does not include 2,400,000 shares underlying stock options that are contingent on the above shareholder approval.

The following table presents a summary of stock option award activity during the six months ended June 30, 2026:

Schedule of stock option award activity
	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Life In Years
Outstanding December 31, 2025		4,113,617	$	1.12		5.80
Issued		-		-		-
Exercised		-		-		-
Expired or cancelled		-		-		-
Outstanding June 30, 2026		4,113,617	$	1.12		5.31

The following table provides additional information about stock options that are outstanding and exercisable as of June 30, 2026:

Schedule of additional information about stock options
Exercise Price		Outstanding Number of Options		Weighted Average Remaining Life In Years		Exercisable Number of Options
$	0.89		2,181,208	$	7.01		2,181,208
	0.94		581,250		2.45		581,250
	0.66		90,620		3.24		30,207
	2.95		185,000		3.50		155,000
	3.25		130,000		2.05		130,000
	1.15		430,435		4.06		245,218
	0.96		315,104		4.17		315,104
	1.50		200,000		4.28		200,000
			4,113,617	$	5.31		3,837,986

NOTE 9 — COMMITMENT AND CONTINGENCIES

From time to time, the Company may be subject to legal proceedings and claims arising in the ordinary course of business. As of June 30, 2026, the Company was not a party to any material legal proceedings. The Company had no material loss contingencies requiring accrual or disclosure other than the commitments described below.

Insomnia FDA Study:

On April 17, 2026, the Company entered into a Scope of Work (“SOW”) with Lindus Health Limited (“Lindus Health”), pursuant to a previously executed Master Services Agreement (“MSA”), to provide clinical research organization services for the Company’s pivotal clinical trial of its HALO Clarity device (the “Pivotal Study”).

Under the SOW, the Company is obligated to make payments to Lindus Health upon the achievement of specified project milestones and for reimbursable pass-through expenses incurred in connection with the Pivotal Study. Direct fees under the SOW total approximately $945,000, exclusive of certain pass-through expenses. During the three and six months ended June 30, 2026 the company incurred approximately $353,000 and $374,000, respectively, under this SOW, including certain pass-through expenses.

The term of the SOW continues until completion of all services described therein, unless terminated earlier in accordance with the MSA. The SOW provides that certain changes to the Pivotal Study, such as addition of new clinical sites, increases in enrolled participants, protocol amendments after study start-up, amendments to critical analyses, extension of study duration, and requests for additional platform features or integrations, will require a change order, which may result in adjustments to the scope, budget, or timeline.

Subsequent to June 30, 2026, and prior to the issuance of these unaudited condensed consolidated financial statements, the Company entered into a novation agreement pursuant to which Curavit Clinical Research, Inc. assumed Lindus Health’s rights and obligations under the MSA and SOW. The novation did not materially modify the Company’s rights or obligations under the agreements.

NOTE 10 — SEGMENT INFORMATION

The Company operates as a single reportable segment, consisting of the design and development of innovative neurostimulation products. The Company’s focus is on treating mental health conditions without reliance on drugs or psychotherapy.

Consistent with its operational structure, the Chief Executive Officer, who serves as the chief operating decision maker (“CODM”), manages and allocates resources on a consolidated basis. Financial performance is evaluated based on consolidated net loss, which is also the primary measure used to allocate resources, assess operational performance, set targets, forecast results, and guide strategic decisions, including investments in research and development and commercialization activities.

The CODM monitors segment performance using consolidated net loss and total consolidated assets, which are reported on the unaudited condensed consolidated statements of operations and balance sheets, respectively. Consolidated net loss is compared against budgeted amounts on a quarterly basis to evaluate performance.

The following table summarizes financial information for the Company’s single reportable segment and reconciles to unaudited condensed consolidated net loss:

	Three Months Ended June 30,
Schedule of segment reporting information
	2026			2025
Total revenues
US	$	12,161		$	11,112
International		-			59,476
Total revenues		12,161			70,588
Less:
Cost of revenues (excluding amortization and depreciation)		3,264			22,838
Research and development expense (excluding stock based compensation expense):
Clinical trials		457,975			60,226
EDC Build		53,795			61,950
Halo project		20,780			90,534
SYNC project		16,451			11,700
Other research and development		15,479			1,364
Selling, general and administrative and Salaries and benefits expense (excluding stock based compensation, depreciation and amortization expense)		852,838			687,011
Depreciation		2,738			-
Amortization		20,325			5,126
Stock based compensation		408,387			572,100
Professional fees		407,444			178,597
Interest income, net		(129	)		(4,690	)
Other income		(8,016	)		(35,181	)
Segment net loss		(2,239,170	)		(1,580,987	)

Reconciliation of net loss
Adjustments and reconciling items		-			-
Consolidated net loss	$	(2,239,170	)	$	(1,580,987	)

	Six Months Ended June 30,

	2026			2025
Total revenues
US	$	27,111		$	31,555
International		-			80,048
Total revenues		27,111			111,603
Less:
Cost of revenues (excluding amortization and depreciation)		5,081			36,396
Research and development expense (excluding stock based compensation expense):
Clinical trials		656,421			121,578
EDC Build		109,595			80,000
Halo project		109,547			388,571
SYNC project		16,451			35,413
Other research and development		18,848			6,500
Selling, general and administrative and Salaries and benefits expense (excluding stock based compensation, depreciation and amortization expense)		1,654,742			1,309,959
Depreciation		6,844			-
Amortization		27,061			9,912
Stock based compensation		886,998			1,208,944
Professional fees		902,740			546,413
Interest income, net		(163	)		(5,793	)
Equity in net income from equity method investees		-			1,048
Other income		(31,047	)		(58,014	)
Segment net loss		(4,336,007	)		(3,569,324	)

Reconciliation of net loss
Adjustments and reconciling items		-			-
Consolidated net loss	$	(4,336,007	)	$	(3,569,324	)

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events through the date these unaudited condensed consolidated financial statements were issued.

Annual Shareholder Meeting

On August 11, 2026, the Company held its 2026 Annual Meeting of Stockholders. At the meeting, the Company’s stockholders elected the Company’s nominated directors, ratified the appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, approved the termination of the Company’s 2023 Equity Compensation Plan, and approved the Company’s 2026 Equity Compensation Plan, pursuant to which up to 7,000,000 shares of the Company’s common stock may be issued. Awards outstanding under the 2023 Equity Compensation Plan will continue to be governed by the terms of that plan until exercised, settled, forfeited or otherwise terminated in accordance with their terms.

The Company’s stockholders also approved an amendment to the Company’s Amended and Restated Certificate of Incorporation authorizing the Board of Directors, in its discretion, to effect one or more reverse stock splits of the Company’s issued and outstanding common stock at a ratio of any whole number between and including 1-for-2 and 1-for-100, provided that the aggregate of all reverse stock splits implemented pursuant to such authority does not exceed 1-for-250, and subject to the Board of Directors’ authority to abandon any such amendment. As of the date these unaudited condensed consolidated financial statements were issued, the Board of Directors has approved a 30 to 1 reverse stock split ratio, but this has not gone into effect as of yet.

Office Lease Amendment

On July 28, 2026, the Company entered into a Third Amendment to Office Lease (the “Third Amendment”) with Nutex HQ LLC (the “Landlord”), effective as of March 1, 2026, amending the Company’s existing office lease for its corporate headquarters located at 1776 Yorktown, Suite 500, Houston, Texas 77056. The Third Amendment extends the lease term for 65 months and provides for the expansion of the leased premises from approximately 3,623 rentable square feet to approximately 4,527 rentable square feet through the addition of approximately 904 rentable square feet, with the expansion space becoming subject to the lease upon its applicable commencement date. The Company’s initial monthly base rent for the existing premises is approximately $5,000 and, following commencement of the expansion space, monthly base rent for the combined premises will range from approximately $5,000 to $6,000 over the lease term, subject to annual increases. The Third Amendment also provides for a five-month conditional abatement of base rent following commencement of the expansion space, subject to the Company’s compliance with the lease terms, and requires the Company to pay its proportionate share of operating expenses and real property taxes. In addition, the Company has one option to extend the lease for an additional five-year term at the then-prevailing market rental rate.

The Company expects to account for the Third Amendment as a lease modification in the third quarter of 2026 in accordance with ASC 842.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

You should read the following discussion and analysis of financial condition and operating results together with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Report and our audited 2025 Annual Report on Form 10-K, filed with the Securities and Exchange Commission, or the SEC, on March 25, 2026.

References in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “us,” “we,” “our,” and similar terms refer to Nexalin Technology, Inc. and its subsidiaries. This discussion contains forward-looking statements as that term is defined within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. The events described in forward-looking statements contained in this discussion may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions that may be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Our actual results may differ materially from those anticipated in these forward-looking statements. For convenience of presentation some of the numbers have been rounded in the text below.

Overview

Nexalin Technology, Inc. is a medical device company focused on developing innovative neurostimulation products to address the global mental health epidemic. The Company generates limited revenue primarily from legacy Gen-1 device licensing fees and electrode sales in the United States, as U.S. marketing of new Gen-1 devices has been paused following the U.S. Food and Drug Administration’s (“FDA”) December 2019 reclassification of cranial electrotherapy stimulation devices. The Company has also historically generated revenue from international sales of its Gen-2 device and related supplies, although it recorded no international revenue in the three or six months ended June 20, 2026.

The Company’s strategy is centered on an integrated technology platform consisting of three complementary components: (i) its proprietary Deep Intracranial Frequency Stimulation (DIFS™) neuromodulation technology, (ii) its HALO™ Clarity device platform, which is being evaluated for physician-supervised home use, and (iii) its Nexalin NeuroCare™ digital health platform, which supports patient engagement, remote monitoring, clinical workflow management, data collection and virtual care capabilities. Management believes integrating these technologies strengthens the Company’s clinical development programs, regulatory strategy and future commercialization efforts.

During fiscal year 2025 and the first six months of 2026, the Company continued to advance its product development and regulatory initiatives. The FDA formally accepted the Company’s Q-Submission for its Gen-2 SYNC system targeting Alzheimer’s disease and dementia, and the Company initiated its FDA-cleared clinical trial evaluating the Gen-3 HALO device for the treatment of insomnia, with patient recruitment currently underway. In addition, during the second quarter of 2026, the Company completed the acquisition of PONM, Inc., which included the acquisition of licensed software and related intellectual property that management believes will serve as the foundation for the continued development of the Company’s Nexalin NeuroCare™ platform and support future digital health initiatives.

Management’s strategic priorities include advancing the clinical development of its SYNC and HALO product candidates, pursuing FDA marketing authorization and CE marking for the SYNC, expanding the capabilities of its Nexalin NeuroCare™ platform, protecting and enhancing its intellectual property portfolio, and positioning the Company for future commercialization opportunities.

The Company continues to face significant challenges, including recurring operating losses, negative operating cash flows and substantial doubt about its ability to continue as a going concern. In addition, the Company is working to regain compliance with Nasdaq’s continued listing requirements and continues to remediate material weaknesses in its internal control over financial reporting related to segregation of duties and information technology access controls. The neurostimulation industry remains highly competitive and subject to rapid technological change, and the Company’s success will depend on, among other things, the successful execution of its clinical and regulatory strategy, the protection of its intellectual property, the continued development of its technology platform, and market acceptance of its products.

Recent Developments

Acquisition of PONM, Inc:

During the second quarter of 2026, the Company completed the acquisition of PONM, Inc. (“PONM”) and related licensed technology from GreenLight Ventures, LLC (“GLV”)). Management believes the acquisition expands the Company’s Nexalin NeuroCare™ digital health platform, which complements its proprietary Deep Intracranial Frequency Stimulation (DIFS™) technology and HALO™ Clarity device platform. The acquired software provides remote patient monitoring, clinical workflow management, physician oversight, clinical data collection and virtual care capabilities that management believes will support the Company’s ongoing clinical development programs, including its planned FDA pivotal trial of HALO™ Clarity, regulatory strategy and future commercialization efforts.

Additional information regarding the acquisition and the related accounting treatment is included in Note 4 to the accompanying unaudited condensed consolidated financial statements.

Insomnia FDA Study:

During the second quarter of 2026, the Company initiated its FDA-cleared clinical trial evaluating the Gen-3 HALO device for the treatment of insomnia under its De Novo regulatory pathway. Patient recruitment is currently underway, and the Company continues to work with its contract research organization, to conduct and manage the study.

The Company believes this clinical trial represents an important milestone in the continued development of the Gen-3 HALO device and is intended to support future regulatory submissions to the FDA. While there can be no assurance regarding the outcome or timing of the clinical trial or any future regulatory authorization, management believes the study is an important component of the Company’s strategy to expand the potential clinical applications of its proprietary DIFS™ technology and advance the commercialization of its products.

Management continues to advance development of its integrated technology platform, including DIFS™ neuromodulation technology, the HALO™ Clarity home-use therapy platform and the Nexalin NeuroCare™ digital health platform, in support of the Company’s planned FDA pivotal trial and long-term commercialization strategy.

Results of Operations

Comparison of the three months ended June 30, 2026 and 2025

Our financial results for the three months ended June 30, 2026 and 2025 are summarized as follows:

	Three Months Ended June 30,						Change			Change⁽¹⁾
	2026			2025			Change			Change⁽¹⁾
							$			%
Revenues, net	$	12,161		$	70,588		$	(58,427	)		(83	%)
Cost of revenues		3,264			22,838			(19,574	)		(86	%)
Gross profit		8,897			47,750			(38,853	)		(81	%)

Operating expenses:
Professional fees		407,444			178,597			228,847			128	%
Salaries and benefits		501,717			370,401			131,316			35	%
Selling, general and administrative		782,571			893,836			(111,265	)		(12	%)
Research and development		564,480			225,774			338,706			150	%
Total operating expenses		2,256,212			1,668,608			587,604			35	%

Loss from operations		(2,247,315	)		(1,620,858	)		(626,457	)		39	%

Other income, net:
Interest income, net		129			4,690			(4,561	)		(97	%)
Gain on sale of short-term investments		8,016			32,438			(24,422	)		(75	%)
Other income		-			2,743			(2,743	)		(100	%)
Total other income, net		8,145			39,871			(31,726	)		(80	%)
Loss before provision for income taxes	$	(2,239,170	)	$	(1,580,987	)	$	(658,183	)		42	%

Provision for income taxes		-			-			-			0	%

Loss before net loss of affiliate		(2,239,170	)		(1,580,987	)		(658,183	)		42	%
Net loss of affiliate		-			-			-			0	%
Net loss	$	(2,239,170	)	$	(1,580,987	)	$	(658,183	)		42	%

Other comprehensive income (loss):
Unrealized gain (loss) from short-term investments		(406	)		513			(919	)		(179	%)
Comprehensive loss	$	(2,239,576	)	$	(1,580,474	)	$	(659,102	)		42	%

(1)	Percentages may not foot due to rounding.

Revenues

For the three months ended June 30, 2026 and 2025, we generated approximately $12,000 and $71,000 of revenue, respectively. Revenue was derived primarily from licensing and treatment fee agreements with customers and the sale of equipment and related accessories. Under our licensing arrangements, customers are generally charged a monthly licensing fee over the term of the agreement and, in certain cases, additional fees based on the number of treatments performed. We also generate revenue from the sale of equipment and replacement components, including boards, electrodes and patient cables, as well as related shipping charges.

The decrease in revenue for the three months ended June 30, 2026, compared to the same period in 2025, was primarily attributable to lower equipment sales to an international customer during the current period. Revenue from equipment sales, particularly international sales, may fluctuate significantly from period to period based on the timing, size and geographic mix of customer orders.

Cost of Revenues and Gross Profit

For the three months ended June 30, 2026 and 2025, cost of revenues was approximately $3,000 and $23,000, respectively, resulting in gross profit of approximately $9,000 and $48,000, respectively. Gross margin was 75% for the three months ended June 30, 2026, compared to 68% for the same period in 2025. The increase in gross margin was primarily attributable to changes in revenue mix, as licensing revenue represented a greater proportion of total revenue during the current period and generally carries higher margins than equipment sales.

Gross margins may continue to fluctuate from period to period based on the relative mix of licensing revenue and device and equipment sales, as well as the timing and volume of customer orders.

Operating Expenses

Total operating expenses for the three months ended June 30, 2026 and 2025 were approximately $2,256,000 and $1,669,000, respectively, an increase of approximately $587,000. The increase was primarily driven by higher research and development expenses associated with the initiation and execution of our FDA insomnia clinical trial, increased professional fees related to strategic and regulatory initiatives, and higher salaries and benefits, partially offset by lower selling, general and administrative expenses.

The increase in operating expenses reflects the Company’s continued transition from product development activities to execution of its clinical and strategic initiatives, including the FDA insomnia clinical trial, the acquisition of PONM, Inc., and ongoing regulatory and commercialization efforts.

Research and development expenses increased by approximately $339,000 compared to the prior-year period. The increase was primarily attributable to approximately $353,000 of additional clinical trial expenses related to the initiation and ongoing execution of our FDA insomnia clinical trial. In addition, research and development expenses increased by approximately $93,000 due to costs incurred to manufacture HALO™ devices for use in the clinical trial.

These increases were partially offset by a decrease of approximately $70,000 in costs associated with the HALO™ development project as the program transitioned from product development to clinical production, as well as a reduction of approximately $50,000 in costs related to our UCSD clinical trial. The remaining increase of approximately $13,000 was attributable to various individually insignificant changes in other research and development activities.

We expect research and development expenses to fluctuate in future periods based on the timing and scope of clinical trials, as well as continued investment in our digital health