Item 5.07Item 5.07 - Submission of Matters to Vote
Item Submission
5.07 of Maters to a Vote of Security Holders.
The
annual meeting (the “Annual Meeting”) of the stockholders of Nexalin Technology, Inc. (the “Company”) was convened
at 10:00 a.m. Eastern time on August 11, 2026. Of the 22,011,302 shares of the Company’s common stock, par value $0.001 per share
(the “common stock”), outstanding at the close of business on July 6, 2026, the record date for the Annual Meeting, 13,912,110
shares of common stock were present or represented by proxy at the Annual Meeting, which amounts to approximately 63.2% of the shares
of the Company’s common stock outstanding and entitled to vote. As a result, quorum was met. At the Annual Meeting, the Company’s
stockholders voted on the six proposals described below. The results of the items voted on at the Annual Meeting are as follows.
Item One: Election of five directors of the Company:
Name For Withheld Broker
Non-Votes
───────────────────────────────────────────────────────────
Leslie 8,705,295 432,207 4,774,608
Bernhard
Mark 8,840,686 296,816 4,774,608
White
David 8,785,477 352,025 4,774,608
Owens, M.D.
Alan 8,790,402 347,100 4,774,608
Kazden
Ben 8,763,598 373,904 4,774,608
V. Hu, M.D.
Item Two: Approval of the Company’s 2026 Equity Incentive Plan:
For Against Abstain Broker
Non-Votes
──────────────────────────────────────────────────────
8,248,630 815,467 73,405 4,774,608
Item Three: Approval of one or more amendments of the Company’s Second Amended and Restated Certificate of Incorporation to effect one or more reverse stock splits of the Company’s Common Stock, at a ratio ranging from any whole number between and including 1-for-2 and 1-for-100 and in the aggregate not more than 1-for-250, inclusive, as determined by the Company’s board of directors in its discretion, subject to the authority of the board of directors to abandon such amendments:
For Against Abstain
──────────────────────────────────────────
12,458,652 1,401,464 51,994
Item Four: Approval and adoption of an Amendment to the Amended and Restated Certificate of Incorporation of the Company to authorize 10 million shares of preferred stock:
For Against Abstain Broker Non-Votes
───────────────────────────────────────────────────────────────
7,863,517 1,208,690 65,295 4,774,608
Item Five: Approval and adoption of an Amendment to the Amended and Restated Certificate of Incorporation of the Company to provide for Officer Exculpation:
For Against Abstain Broker Non-Votes
─────────────────────────────────────────────────────────────
8,239,359 772,759 125,384 4,774,608
Item Six: Ratification of the appointment of CBIZ CPAS P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026:
For Against Abstain
────────────────────────────────────────
13,362,297 430,308 119,505
Based on the foregoing votes, the director nominees
listed in Item 1 were elected, and Items 2, 3, and 6 were approved. Items 4 and 5 were not approved. No other items were presented for
stockholder approval at the Annual Meeting.