Management Change/Compensation Form 8 K

On September 16, 2024, Nexalin Technology, Inc. ("Nexalin") appointed Carolyn Shelton as Senior Vice President Quality, Regulatory and Clinical Affairs, effective as of September 16, 2024.

Prior to joining Nexalin, Ms. Shelton, age 62, served as Vice President, Regulatory, Quality and Clinical of Openwater Health, LLC, Vice President, Worldwide Regulatory, Quality, Medical Affairs, and Product Steward for Advanced Sterilization Products, Inc., and Vice President, Regulatory, Quality, Medical Affairs, and Clinical for Medtronic.

Nexalin entered into a letter agreement (the "Letter Agreement") with Ms. Shelton in connection with her appointment as Senior Vice President Quality, Regulatory and Clinical Affairs. The Letter Agreement provides that Ms. Shelton will receive an annual base salary of $300,000. In addition, Ms. Shelton will be eligible for an annual discretionary bonus of $40,000 based on the achievement of certain performance milestones. Nexalin has also agreed to grant Ms. Shelton, subject to approval of the Board of Directors and based on the achievement of certain milestones, stock options pursuant to the Company's 2023 Equity Incentive Plan to purchase shares of the Company's Common Stock with a value of $60,000 (determined based on the exercise price approved by the Board). Such options will vest equally over a three year period, beginning on September 16, 2025.

Other than the Letter Agreement, there is no arrangement or understanding with any person pursuant to which Ms. Shelton was appointed as Nexalin's Senior Vice President Quality, Regulatory and Clinical Affairs, and there are no family relationships between Ms. Shelton and any director or executive officer of Nexalin. Additionally, there are no transactions between Ms. Shelton and Nexalin that would be required to be reported under Item 404 of Regulation S-K.

A copy of the Letter Agreement is being filed as Exhibit 10.1 to this Current Report on Form 8-K.