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United States securities and exchange commission logo





                                December 21, 2021

       Mark White
       Chief Executive Officer
       Nexalin Technology, Inc.
       1776 Yorktown, Suite 550
       Houston, TX 77056

                                                        Re: Nexalin Technology,
Inc.
                                                            Amendment No. 2 to
Draft Registration Statement on Form S-1
                                                            Submitted December
8, 2021
                                                            CIK No. 0001527352

       Dear Mr. White:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
December 8, 2021

       Cover Page

   1.                                                   We note your response
to prior comment 2 and your revised disclosure on the cover page
                                                        that "there are no
regulatory or other restrictions that would restrict either (i) the transfer
                                                        from China of any
proceeds resulting from such sales by Wider to the Joint Venture in
                                                        Hong Kong, other than
standard compliance with China   s State Administration of Foreign
                                                        Exchange policies and
approval process, or (ii) [y]our receipt of [y]our share of such
                                                        proceeds from Hong Kong
to [you] in the United States." Please explain further
                                                        how "standard
compliance" with China's State Administration of Foreign Exchange
 Mark White
Nexalin Technology, Inc.
December 21, 2021
Page 2
         policies and approval process would restrict the transfer of any
proceeds resulting from
         sales by Widner to the Joint Venture or the receipt of your share of
such proceeds from
         Hong Kong to you in the United States.
Prospectus Summary, page 5

2.       We note your response to prior comment 3 and your revised disclosure
on pages 5 and 6
         summarizing the risk factors associated with doing business in China.
We reissue in part
         our comment. Please specifically discuss risks arising from the legal
system in China,
         including risks and uncertainties regarding the enforcement of laws
and that rules and
         regulations in China can change quickly with little advance notice;
and the risk that the
         Chinese government may intervene or influence your operations at any
time, or may exert
         more control over offerings conducted overseas and/or foreign
investment in China-based
         issuers, which could result in a material change in your operations
and/or the value of
         your common stock. Acknowledge any risks that any actions by the
Chinese government
         to exert more oversight and control over offerings that are conducted
overseas and/or
         foreign investment in China-based issuers could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless.
3.       We note your response to prior comment 4 and your revised disclosure
on pages 6 and 56
         that, when formed, the Joint Venture "will have received, all
requisite permissions from
         the PRC to conduct its business and no permissions will have been
denied." We reissue in
         part our comment. Please revise your disclosure further to disclose
each permission that
         you are required to obtain from Chinese authorities to operate the
Joint Venture.
The approval of the CSRC, and other compliance procedures may be required in
connection with
any offering..., page 25

4.       We note your response to prior comment 10 and your revised disclosure
on page 25
         stating that    [you] do not intend to obtain the approval from either
the CSRC or the CAC
         in connection with any such offering, since [you] do not believe that
such approval is
         required under these circumstances.    Please revise to provide the
basis for your belief.
Our amended and restated certificate of incorporation will provide that the
Court of Chancery of
the State of Delaware..., page 40

5.     We note your response to prior comment 15. Please revise to state that
investors cannot
       waive compliance with the federal securities laws and the rules and
regulations
FirstName LastNameMark White
       thereunder. In that regard, we note that Section 22 of the Securities
Act creates concurrent
Comapany    NameNexalin
       jurisdiction         Technology,
                     for federal and state Inc.
                                            courts over all suits brought to
enforce any duty or
       liability
December         created
           21, 2021   Pageby2the Securities Act or the rules and regulations
thereunder.
FirstName LastName
 Mark White
FirstName LastNameMark
Nexalin Technology, Inc. White
Comapany21,
December  NameNexalin
              2021      Technology, Inc.
December
Page 3    21, 2021 Page 3
FirstName LastName
Regulatory Strategy, page 78

6.       We note your response to prior comment 18 and your revised disclosure
on page 78
         stating that "[you] have voluntarily suspended marketing efforts on
the Gen-1 device for
         treatment of anxiety or insomnia until a 510(k) application is
approved by the FDA" and
         that "[t]his decision was made voluntarily because of the "pre-sub"
meetings with the
         FDA and the lack of clarity provided by the FDA during such meetings
concerning
         deadlines and extensions due to the COVID-19 pandemic." Please include
this, and
         related disclosure, prominently within the Summary. Please also revise
         for consistency throughout the submission/filing (e.g., "[t]hrough our
existing    Gen-1
         device, we provide an FDA-cleared, easy-to-administer treatment that
utilizes
         bioelectronic medical technology treat anxiety and insomnia"; "we
currently sell a medical
         device to medical professionals which is administered by them to
patients in a clinical
         setting and which emits our original waveform at 4 milliamps during
treatment   referred
         to as Generation 1 or Gen-1"; and "[w]e will continue to market the
Gen-1 device for the
         treatment of anxiety and insomnia until the amended 510(k) application
is provided to the
         FDA and approved").
Intellectual Property Matrix, page 79

7.       We note your response to comment 19 and your revised disclosure on
pages 79-81.
         Please revise further to clarify the expected expiration dates for
pending patent
         applications.
Board of Advisors, page 96

8.       We note your response to prior comment 20 and reissue. Please file the
board of advisors
         agreements with Tucker Anderson, Leonard Osser, and Gian Domenic
Trombetta as
         exhibits pursuant to Item 601(b)(10) of Regulation S-K or tell us why
such filings are not
         required. See Item 601(b)(10)(ii)(A) and 601(b)(10)(iii)(B) of
Regulation S-K.
        You may contact Gary Newberry at (202) 551-3761 or Terence O'Brien at
(202) 551-
3355 if you have questions regarding comments on the financial statements and
related
matters. Please contact Joshua Gorsky at (202) 551-7836 or Jeffrey Gabor at
(202) 551-
2544 with any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Life
Sciences
cc:      Martin Siegel, Esq.
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