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STOCKHOLDERS’ EQUITY
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 6 — STOCKHOLDERS’ EQUITY

 

Issuance of Common Stock

 

During the three months ended March 31, 2025, the Company issued 24,406 shares of its restricted common stock to a consultant to the Company.

 

The Company did not issue any shares of common stock during the three months ended March 31, 2024.

 

Options

 

Nexalin’s 2023 Equity Incentive Plan (the “2023 Plan”) was approved by our stockholders on November 10, 2023 and an amendment thereto, increasing the number of shares reserved for issuance under the 2023 Plan, was approved by our stockholders on August 26, 2024. The 2023 Plan provides that maximum number of shares of Common Stock available for the grant of awards thereunder shall be 6,000,000, subject to adjustment for stock dividends, stock splits or similar events. The 2023 Plan is administered by the Board of Directors, 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.

 

On July 1, 2023, the Company entered into amended employment agreements with the three executives. In addition to the cash compensation included in their employment contracts, the three executives were granted one-time bonus stock options (that were immediately vested) and performance-based stock options that would be triggered based on certain performance criteria being achieved. The amount expensed during the three months ended March 31, 2025 and 2024 in the unaudited condensed consolidated statements of operations and comprehensive loss was $208,012 and $40,060 respectively.

 

Certain employees and certain members of the Board of Directors were issued options to purchase an aggregate of 581,250 shares of common stock. The options vested immediately upon grant. The amount expensed during the three months ended March 31, 2025 and 2024 in the unaudited condensed consolidated statements of operations and comprehensive loss was $0 for each period.

 

The following table presents a summary of stock option award activity during the three months ended March 31, 2025:

 

                       
    Number of
options		     Weighted Average
Exercise Price		     Weighted Average
Remaining Life
In Years		  
Outstanding December 31, 2024     3,071,635     $ 1.02       7.26  
Issued     -       -       -  
Exercised     -       -       -  
Expired or cancelled     -       -       -  
Outstanding March 31, 2025     3,071,635     $ 1.02       7.01  

 

The following table provides additional information about stock options that are outstanding and exercisable at March 31, 2025:

 

                           
Exercise Price     Outstanding
Number of
Options		     Weighted Average
Remaining Life
In Years		     Exercisable
Number of
Options		  
$ 0.89       2,214,765     $ 8.25       1,152,125  
  0.94       581,250       3.75       581,250  
  0.66       90,620       3.92       -  
  2.95       185,000       4.75       125,000  
          3,071,635     $ 7.01       1,858,375  

 

The fair value of these stock option awards is estimated as of the grant date using a Black-Scholes option pricing model and the following assumptions: A risk-free interest rate based on the U.S. Treasury yield curve at the date of grant; an expected or contractual term; and expected volatility based on an evaluation of comparable public companies’ measures of volatility. The Company does not anticipate declaring dividends on common shares now or in the near future and has therefore assumed no dividend rate. The following table discloses the assumptions utilized for stock options awarded during each period as follows:

 

               
    March 31,
2025		     December 31,
2024		  
Volatility     - %     103.8-129.2 %
Expected dividends   $ -     $ -  
Risk-free interest rate     - %     3.66-4.45 %
Expected term (years)     -       5-10  

 

Warrants

 

The issuance of warrants to purchase shares of the Company’s common stock are summarized as follows:

 

               
    Number of
warrants		     Weighted Average
Exercise Price		  
Outstanding December 31, 2024     2,662,250     $ 4.15  
Issued     -       -  
Exercised     -       -  
Expired or cancelled     -       -  
Outstanding March 31, 2025     2,662,250     $ 4.15  

 

The following table summarizes information about warrants to purchase shares of the Company’s common stock outstanding and exercisable at March 31, 2025:

 

                                   
Exercise Price     Outstanding
Number of
Warrants		     Weighted Average
Remaining Life
In Years		     Weighted Average
Exercise Price		     Exercisable
Number of
Warrants		  
$ 4.15       2,662,250       0.5     $ 4.15       2,662,250  

 

The compensation expense attributed to the issuance of the warrants, if required to be recognized on the nature of the transaction, was recognized as they vested/earned. These warrants are exercisable up to three years from the date of grant. All are currently exercisable.