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SCHEDULE 13D Filed 2026-09-03 Event 2026-08-18 SEC 0002152782-26-000002 →

Greenlight Ventures, LLC Nexalin Technology, Inc. NXL

Stake: 5.60% Shares: 1,385,246 CUSIP: 65345B300 Class: Common Stock, par value $0.001 per share

Item 4 — Purpose of Transaction

The Reporting Person acquired the Consideration Shares as consideration for the sale of PONM to the Issuer pursuant to the Purchase Agreement described in Item 3, and not by purchase for cash in the open market or otherwise. GLV and the Issuer are also parties to a Collaboration Agreement dated May 14, 2026 (the "Collaboration Agreement"), under which GLV provides the Issuer with operational, technical and strategic support relating to the continued development, compliance and commercialization of the Issuer's cranial electrotherapy stimulation technologies, in exchange for a fee of $10,000 per month over an initial term of 24 months. GLV entered into the Collaboration Agreement in its capacity as a service provider and technology counterparty. Dr. David Owens, a member of the Issuer's board of directors and the Issuer's Chief Medical Officer, holds a minority ownership interest in GLV. GLV has no right under the Purchase Agreement, the Collaboration Agreement or otherwise to designate or nominate any member of the Issuer's board of directors. The Reporting Person intends to review its investment in the Issuer on a continuing basis and may, from time to time and at any time, depending on market conditions, the Issuer's business, financial condition and prospects, the Reporting Person's own liquidity and investment considerations, and other factors the Reporting Person deems relevant, acquire additional shares of Common Stock or other securities of the Issuer, or dispose of shares of Common Stock or other securities of the Issuer, in each case in the open market, in privately negotiated transactions, or otherwise, and subject to the restrictions described in Item 6 and to applicable securities laws. Except as set forth in this Statement, the Reporting Person does not have any present plan or proposal that relates to or would result in any of the actions or events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. (a) Under the Purchase Agreement, the Reporting Person is entitled to receive additional shares of Common Stock as deferred purchase consideration in two further tranches, representing 20% and 15%, respectively, of the $1,300,000 aggregate purchase price, on the dates that are 180 days and 270 days after the May 14, 2026 closing date (on or about November 10, 2026 and February 8, 2027). Based on the floor price of $18.30 per share, those tranches would comprise an aggregate of approximately 24,864 shares of Common Stock. The number of shares issuable in those tranches is subject to increase under the anti-dilution provisions of the Purchase Agreement, and all remaining unissued Consideration Shares accelerate and become issuable immediately prior to or concurrently with a change of control of the Issuer. The Reporting Person may also dispose of shares of Common Stock as described above. (b) The Reporting Person has no present plan or proposal that relates to or would result in an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries. (c) The Reporting Person has no present plan or proposal that relates to or would result in a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries. (d) The Reporting Person has no present plan or proposal that relates to or would result in any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancy on the board. The Reporting Person has no right to designate or nominate any director of the Issuer. As described above, Dr. David Owens serves as a director and as the Chief Medical Officer of the Issuer and holds a minority ownership interest in the Reporting Person; his service in those capacities predates and is independent of the Purchase Agreement. (e) Other than the issuance of the remaining Consideration Shares described in subparagraph (a) above, the Reporting Person has no present plan or proposal that relates to or would result in any material change in the present capitalization or dividend policy of the Issuer. (f) The Reporting Person has no present plan or proposal that relates to or would result in any other material change in the Issuer's business or corporate structure. (g) The Reporting Person has no present plan or proposal that relates to or would result in any change in the Issuer's charter, bylaws or instruments corresponding thereto, or any other action, that may impede the acquisition of control of the Issuer by any person. (h) The Reporting Person has no present plan or proposal that relates to or would result in causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association. (i) The Reporting Person has no present plan or proposal that relates t

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Short Interest · settle 2026-08-14
DTC 2.97
342,208 shares short · +5.8% vs prior

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