COVER 174 filename174.htm

Warshaw Burstein, LLP	Kyle Taylor
575 Lexington Avenue	Counsel
New York, NY  10022	(212) 984-7797
(212) 984-7700	ktaylor@wbny.com
www.wbny.com

January 3, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:

Gary Newberry Terence O'Brien Joshua Gorsky Jeffrey Gabor

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

Ladies and Gentlemen:

We are submitting this letter on behalf of Nexalin Technology, Inc. (the “Company” or “Nexalin”) in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by electronic mail dated December 21, 2021 relating to the Company’s Amendment No. 2 to Draft Registration Statement on Form S-1 (Registration No. 333-_______) filed with the Commission on December 8, 2021 (the “Registration Statement”). The Registration Statement is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. In addition to addressing the comments raised by the Staff in its letter, the Company has revised the Registration Statement to update other disclosures.

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

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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 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.

In response to the Staff’s comment, the Company has revised its disclosure on the Cover Page and pages 5-6, 57 and 77 of the Registration Statement.

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.

In response to the Staff’s comment, the Company has revised its disclosure on pages 7 and 28 of the Registration Statement.

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.

In response to the Staff’s comment, the Company has revised its disclosure on pages 6 and 58 of the Registration Statement.

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.

In response to the Staff’s comment, the Company has revised its disclosure on page 26 of the

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Registration Statement.

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 thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

In response to the Staff’s comment, the Company has revised its disclosure on page 41 of the Registration Statement.

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").

In response to the Staff’s comment, the Company has revised its disclosure on pages 3, 54, 68, 73, and 82 of the Registration Statement.

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.

In response to the Staff’s comment, the Company has revised its disclosure of the Intellectual Property Matrix on pages 82-84 of the Registration Statement to clarify the expiration dates that are known at this date for certain pending applications. Under the Patent Cooperation Treaty, the expected expiration dates for the remaining pending patents are unknown at this date.

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

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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.

In response to the Staff’s comment, the Company has filed such agreements as Exhibits to the Registration Statement.

Should the Staff have additional questions or comments regarding the foregoing, please do not hesitate to contact the undersigned at (212) 984-7700.

WARSHAW BURSTEIN, LLP

By:

/s/ Kyle A. Taylor, Esq.

      Kyle A. Taylor, Esq.

cc: Mark White, Nexalin Technology, Inc.