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STOCKHOLDERS’ EQUITY
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 6 — STOCKHOLDERS’ EQUITY

 

Recent Issuances 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.

 

On April 23, 2025, the Company filed a “shelf” registration statement on Form S-3 (the “Registration Statement”) which was declared effective by the SEC on April 29, 2025. On May 6, 2025, pursuant to the Registration Statement and a prospectus supplement and prospectus which are a part thereof, the Company consummated a public offering of 3,850,000 shares of the Company’s common stock, $0.001 par value per share, resulting in aggregate gross proceeds of approximately $5,005,000, before deducting underwriting discounts and commissions and other offering expenses. 

 

On June 5, 2025, Maxim Group LLC (the “Representative”) partially exercised its overallotment option, and pursuant to such exercise on June 6, 2025, the Company closed the offering of 240,000 shares of its common stock to the Representative, at a price of $1.30 per share, for aggregate gross proceeds of $312,000, less applicable underwriter discounts.

 

Options

 

Nexalin’s 2023 Equity Incentive Plan (the “2023 Plan”) was approved by our stockholders on November 10, 2023. The Plan provides that the maximum number of shares of Common Stock available for the grant of awards under the 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 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. The 2023 Plan has been amended, most recently as of July 15, 2025, to increase the number of shares under the Plan to 9,000,000.

 

The amount expensed during the three and six months ended June 30, 2025 and 2024 in the unaudited condensed consolidated statements of operations and comprehensive loss related to stock options issued under the 2023 Plan was $235,351 and $470,702 and $44,060 and $88,120 respectively.

 

The following table presents a summary of stock option award activity during the six months ended June 30, 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     (33,557 )     0.89       -  
Outstanding June 30, 2025     3,038,078     $ 1.02       6.81  

 

The following table provides additional information about stock options that are outstanding and exercisable at June 30, 2025:

 

                           
Exercise Price     Outstanding
Number of
Options		     Weighted Average
Remaining
Life		     Exercisable
Number of
Options		  
$ 0.66       90,620     $ 3.67       -  
  0.89       2,181,208       8.00       1,118,568  
  0.94       581,250       3.50       581,250  
  2.95       185,000       4.50       125,000  
          3,038,078     $ 6.81       1,824,818  

 

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. No options were issued during 2025.

 

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 June 30, 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 June 30, 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       0.25     $ 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.