NXL on Nasdaq
Nexalin Technology, Inc.
American electromedical and electrotherapeutic apparatus company1
In its 2026 annual report the company says: “We design and develop innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. Our original Gen-1 devices are cranial electrotherapy stimulation (CES) devices that emit a waveform at 4 milliamps during treatment and are presently classified by the U.S. Food and Drug Administration as a Class II device.”4 It is headquartered in Houston, Texas.1 Its shares trade on Nasdaq under the symbol NXL.1
Price unavailable
Last updated Oct 21, 2026.
Overview
Compare with POSITRON CORP, iTonic Holdings Ltd or ENDONOVO THERAPEUTICS, INC., or pick any stock.
- TickerNXL on Nasdaq1
- IndustryElectromedical & Electrotherapeutic Apparatus1
- HeadquartersHouston, Texas1
- Incorporated inDE2
- Business address1776 Yorktown, Suite 550, Houston, Tx 770562
- Filer category, Emerging growth company2
See how the biggest companies compare on our leaderboards
Nexalin is headquartered, and maintains its base of management and operations, in Houston, Texas. We design and develop innovative neurostimulation products to uniquely and effectively help combat the ongoing global mental health epidemic. We developed an easy-to-administer medical device — referred to as “Generation 1” or “Gen-1” — that utilizes bioelectronic medical technology to treat anxiety, insomnia and depression without the need for drugs or psychotherapy. Our original Gen-1 devices are cranial electrotherapy stimulation (CES) devices that emit a waveform at 4 milliamps during treatment and are presently classified by the U.S. Food and Drug Administration (the “FDA”) as a Class II device.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2025
Where the money goes
Where each dollar of revenue went, fiscal 2025
- Cost of revenue1¢$61.4K
- Research and development20¢$1.1M
- Selling, general and admin79¢$4.4M
- Interest0¢$8.2K
Out of $301.6K in revenue.5 The company lost money this year.
Financial statements
| Fiscal year | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Revenue | $144.1K6 | $1.3M7 | $110.7K8 | $168.7K5 | $301.6K5 | |
| Cost of revenue | $21.4K6 | $363.2K7 | $25.7K8 | $36.6K5 | $61.4K5 | |
| Gross profit | $122.6K6 | $958.1K7 | $85.1K8 | $132.1K5 | $240.3K5 | |
| Research and development | $1.5M11 | $139.0K6 | $511.0K7 | $1.9M8 | $1.2M5 | $1.1M5 |
| Selling, general and admin | $5.2M6 | $1.5M7 | $1.9M8 | $4.2M5 | $4.4M5 | |
| Operating expenses | $6.1M6 | $2.8M7 | $5.8M8 | $7.9M5 | $8.6M5 | |
| Operating income | -$6.0M6 | -$1.8M7 | -$5.7M8 | -$7.8M5 | -$8.4M5 | |
| Interest | $82.3K6 | $59.4K7 | $38.8K8 | -$3.2K5 | -$8.2K5 | |
| Income before tax | -$4.6M8 | -$7.6M5 | -$8.2M5 | |||
| Net income | -$6.1M6 | -$1.7M7 | -$4.6M8 | -$7.6M5 | -$8.2M5 | |
| Earnings per share | -$0.307 | -$0.638 | -$0.835 | -$0.505 | ||
| Earnings per share (diluted) | -$0.307 | -$0.638 | -$0.835 | -$0.505 | ||
| Shares (weighted, basic) | 5.6M shares7 | 7.4M shares8 | 9.2M shares5 | 16.4M shares5 | ||
| Shares (weighted, diluted) | 5.6M shares7 | 7.4M shares8 | 9.2M shares5 | 16.4M shares5 |
| Fiscal year | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|---|
| Cash | $78.4K6 | $661.8K6 | $162.7K7 | $580.2K8 | $574.5K5 | $654.8K5 |
| Receivables | $16.3K6 | $4.9K7 | $9.4K8 | $13.0K5 | $81.6K5 | |
| Inventory | $31.4K6 | $154.4K7 | $156.4K8 | $174.6K5 | $131.5K5 | |
| Current assets | $752.7K6 | $7.4M7 | $3.4M8 | $4.0M5 | $4.3M5 | |
| Property, plant and equipment | $1.0K6 | $5037 | ||||
| Intangible assets | $105.5K8 | $260.7K5 | $336.0K5 | |||
| Total assets | $753.7K6 | $7.4M7 | $3.6M8 | $4.2M5 | $4.6M5 | |
| Accounts payable | $843.8K6 | $658.4K7 | $159.5K8 | $155.9K5 | $244.6K5 | |
| Current liabilities | $2.4M6 | $1.9M7 | $425.3K8 | $546.7K5 | $887.3K5 | |
| Total liabilities | $2.4M6 | $2.0M7 | $425.3K8 | $546.7K5 | $887.3K5 | |
| Retained earnings | -$70.7M6 | -$72.4M7 | -$77.0M8 | -$84.6M5 | -$92.9M5 | |
| Shareholders’ equity | -$1.6M6 | -$1.7M7 | $5.5M8 | $3.2M5 | $3.7M5 | $3.7M5 |
| Shares outstanding | 4.9M shares6 | 7.3M shares7 | 7.4M shares8 | 13.3M shares5 | 19.2M shares5 |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Corporate structure
Nexalin Technology, Inc. sits at the top of its group. 2 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Nexalin Technology, Inc.
- Greenlight Ventures, LLC Filed SCHEDULE 13D on Nexalin Technology, Inc., latest Sep 3, 2026
- Alumni Capital LP Filed SCHEDULE 13G on Nexalin Technology, Inc., latest Aug 27, 2026
- Nexalin Technology, Inc. Houston, Texas
- BEIJING NEXALIN NEUROTECH CO., LTD. Subsidiary · China
Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Nexalin Technology, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $654.8K5 Dec 31, 2025 | $574.5K5 Dec 31, 2024 | +14.0% |
| Marketable securities, current | $3.1M5 Dec 31, 2025 | $2.9M5 Dec 31, 2024 | +5.6% |
| Stakes in other companies (equity method) | $8648 Dec 31, 2024 | $96.0K8 Dec 31, 2023 | −99.1% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Intangible assets, net (excluding goodwill) | $336.0K5 Dec 31, 2025 | $260.7K5 Dec 31, 2024 | +28.9% |
| Finite-lived intangibles, gross | $376.7K5 Dec 31, 2025 | $279.8K5 Dec 31, 2024 | +34.6% |
| Accumulated amortization | -$40.7K5 Dec 31, 2025 | -$19.1K5 Dec 31, 2024 | −112.6% |
| Finite-lived intangibles, net | $336.0K5 Dec 31, 2025 | $260.7K5 Dec 31, 2024 | +28.9% |
Inventory
| Item | Latest | A year before | Change |
|---|---|---|---|
| Inventory, total | $131.5K5 Dec 31, 2025 | $174.6K5 Dec 31, 2024 | −24.7% |
| Finished goods | $73.1K5 Dec 31, 2025 | $99.3K5 Dec 31, 2024 | −26.4% |
Properties, in its own words
Our principal executive office is located at 1776 Yorktown, Suite 550, Houston, Texas 77056. Under ASC 842 “Leases”, we have a sub-lease (through IIcom Strategic Inc. controlled and owned by our Chief Executive Officer) totaling approximately 4,000 square feet of office space under an operating lease. Management and supporting staff are located at this location. The initial sub-lease expired in January of 2024. The Company entered into a new sublease for the same parties for additional space, which expired in February 2026, at which time the Company is paying month to month. Pursuant to the sublease, we paid the third-party landlord (not the sub landlord) all direct and indirect rent costs under the primary lease directly for the leased premises. No additional payments are made to the Chief Executive Officer or the entity controlled by him.
We do not own or operate manufacturing facilities for the production of any of our products, nor do we have plans to develop our own manufacturing operations in the foreseeable future. We believe our current premises are sufficient for our needs at this time and for the foreseeable future.
Item 2 of the 10-K filed Mar 25, 2026.4
Leadership
Who has led Nexalin Technology, Inc., and when. Pick a name to see everywhere that person has worked.
Chief financial officer
- Chief financial officerMarilyn Elson Sep 19, 2022 to Oct 5, 202312
Board members and other officers (4)
- Senior VPCarolyn Hamby Shelton Feb 10, 2025 to now13
- Board memberLeslie Bernhard Oct 2, 2024 to now14
- Board memberAlan Kazden Sep 19, 2022 to now15
- Board memberRick Morad Sep 19, 2022 to Jun 30, 202316
Subsidiaries and ownership
Subsidiaries (Exhibit 21)
- BEIJING NEXALIN NEUROTECH CO., LTD. China3
The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.
Timeline
- Oct 1, 20268-K Entered a material agreement; Regulation FD disclosure17
- Oct 1, 20268-K Other events18
- Sep 28, 20268-K Listing notice or transfer19
- Sep 2, 20268-K Executive or director change20
- Aug 27, 20268-K Change to shareholders' rights; Bylaws or fiscal year changed; Regulation FD disclosure21
- Aug 21, 20268-K Entered a material agreement; New debt or obligation22
- Aug 20, 20268-K Entered a material agreement; Unregistered sale of shares23
- Aug 17, 20268-K Listing notice or transfer24
- Aug 11, 20268-K Shareholder vote25
- Jul 29, 20268-K Entered a material agreement26
- Jul 27, 20268-K Listing notice or transfer27
- Jun 17, 20268-K Bylaws or fiscal year changed28
Calendar
Coming up
- Nov 13, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($3.90) a share, on Nov 14, 2025.29
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
200 filings to the SEC since October 2021: 6 annual reports, 12 quarterly reports, 48 major events, 57 insider forms, 2 large holders, 75 other. The latest 20:
- Oct 8, 2026S-1/A EDGAR
- Oct 1, 20268-K EDGAR
- Oct 1, 20268-K EDGAR
- Sep 28, 20268-K EDGAR
- Sep 22, 2026S-8 EDGAR
- Sep 3, 2026SCHEDULE 13D EDGAR
- Sep 3, 2026S-1 EDGAR
- Sep 2, 20268-K EDGAR
- Aug 27, 20268-K EDGAR
- Aug 27, 2026SCHEDULE 13G EDGAR
- Aug 21, 20268-K EDGAR
- Aug 20, 20268-K EDGAR
- Aug 20, 2026424B5 EDGAR
- Aug 17, 20268-K EDGAR
- Aug 12, 202610-Q EDGAR
- Aug 11, 20268-K EDGAR
- Jul 29, 20268-K EDGAR
- Jul 27, 20268-K EDGAR
- Jul 10, 2026ARS EDGAR
- Jul 10, 2026DEF 14A EDGAR
The 200 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
23 open-market trades by officers, directors and large owners since October 2021: 23 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Mar 12, 2025 | Shelton Carolyn HambySr. VP - Quality - Regulatory | Buy | 6,000 | $2.20 | $13.2K | Form 4 |
| Feb 4, 2025 | Owens DavidChief Medical Officer | Buy | 1,000 | $3.10 | $3.1K | Form 4 |
| Feb 4, 2025 | Owens DavidChief Medical Officer | Buy | 1,000 | $2.98 | $3.0K | Form 4 |
| Jan 28, 2025 | Owens DavidChief Medical Officer | Buy | 1,500 | $2.70 | $4.0K | Form 4 |
| Jan 23, 2025 | Owens DavidChief Medical Officer | Buy | 1,000 | $2.70 | $2.7K | Form 4 |
| Jan 13, 2025 | Owens DavidChief Medical Officer | Buy | 2,000 | $2.50 | $5.0K | Form 4 |
| Dec 20, 2024 | Owens DavidChief Medical Officer | Buy | 1,000 | $2.75 | $2.8K | Form 4 |
| Oct 28, 2024 | Owens DavidChief Medical Officer | Buy | 500 | $2.19 | $1.1K | Form 4 |
| Oct 14, 2024 | Shelton Carolyn HambySr. VP - Quality - Regulatory | Buy | 24,000 | $0.85 | $20.4K | Form 4 |
| Aug 13, 2024 | Owens DavidChief Medical Officer | Buy | 1,000 | $0.95 | $950 | Form 4 |
| Jun 28, 2024 | Owens DavidChief Medical Officer | Buy | 1,000 | $1.75 | $1.8K | Form 4 |
| Jun 18, 2024 | Owens DavidChief Medical Officer | Buy | 1,619 | $0.71 | $1.1K | Form 4 |
| Jun 10, 2024 | Owens DavidChief Medical Officer | Buy | 3,000 | $0.64 | $1.9K | Form 4 |
| Sep 28, 2022 | OSSER LEONARD10% owner | Buy | 9,500 | $1.12 | $10.6K | Form 4 |
| Sep 16, 2022 | Morad RickDirector | Buy | 2,500 | $4.15 | $10.4K | Form 4 |
| Sep 16, 2022 | Kazden AlanDirector | Buy | 2,500 | $4.15 | $10.4K | Form 4 |
| Sep 16, 2022 | OSSER LEONARD10% owner | Buy | 36,000 | $4.15 | $149.4K | Form 4 |
| Sep 16, 2022 | Morad RickDirector | Buy | 2,500 | $4.15 | $10.4K | Form 4 |
| Sep 16, 2022 | Kazden AlanDirector | Buy | 2,500 | $4.15 | $10.4K | Form 4 |
| Sep 16, 2022 | Owens DavidChief Medical Officer | Buy | 2,500 | $4.15 | $10.4K | Form 4 |
All 23 trades can be filtered by person here when JavaScript is on.
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Greenlight Ventures, LLCSCHEDULE 13D, 1 filing Sep 3, 202630
- Alumni Capital LPSCHEDULE 13G, 1 filing Aug 27, 202631
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
SEC filer profile
How Nexalin Technology, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARNexalin Technology, Inc.1
- CIK0001527352
- Employer ID (EIN)27-55664684
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inDelaware4
- Fiscal year endsDecember 311
- Industry code (SIC)3845 Electromedical & Electrotherapeutic Apparatus1
- SEC reviewing officeOffice of Industrial Applications and Services, Division of Corporation Finance1
- Business address1776 Yorktown, Suite 550, Houston, TX 770561
- Phone(832) 260-02221
- Shares outstanding22,036,402 as of Aug 10, 202610
- Public float$14.7M as of Jun 30, 20254
- AuditorCBIZ CPAs P.C., Marlton, New Jersey PCAOB ID 1994
- On EDGAR sinceAug 9, 20111
- Filings202 in all: 8-K (47), 4 (39), S-1/A (15), CORRESP (13), UPLOAD (13), 10-Q (12), 3 (7), 4/A (6)1
All 33 form types
DEF 14A (5), 10-K (4), 424B4 (4), EFFECT (4), S-1 (4), 424B5 (3), 5 (3), 10-K/A (2), 3/A (2), DRS (2), DRS/A (2), S-3 (2), 144 (1), 25-NSE (1), 8-A12B (1), 8-K/A (1), ARS (1), CERT (1), D (1), DRSLTR (1), PRE 14A (1), RW (1), S-8 (1), SCHEDULE 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 25, 2026
Quarterly report (10-Q) Aug 12, 2026
Proxy statement (DEF 14A) Jul 10, 2026
Latest 8-K (8-K) Oct 1, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common stock, par value $0.001 per share | NXL | Nasdaq |
From the cover page of the 10-K filed Mar 25, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks Nexalin Technology, Inc. names in Item 1A of its 10-K filed Mar 25, 2026: 50 risks under these headings, as written.4
- Risks Related to Our Financial Position and Capital Needs
- We have incurred significant losses since our inception. We expect to incur losses over the next several years and may never achieve or maintain profitability.
- We may not be able to continue as a going concern if we do not execute our business plan or obtain additional financing in the future if necessary.
- Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
- We will require additional funding to meet our financial needs and to pursue our business objectives. If we are unable to raise capital when needed, we could be forced to delay, reduce or altogether cease our product development programs or commercialization efforts.
- Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or products.
- Risks Related to the Development of Our Products and Preclinical Program
- We depend on the success of our future products, some of which are in clinical development but have not completed advanced clinical trials. If we fail to obtain regulatory approval for and successfully commercialize one or more of our products or if we experience significant delays in doing so, we may never become profitable.
- Our products and product candidates may be subject to reclassification by the FDA, and a change in the classification may have an adverse impact on our revenues or our abilities to obtain necessary regulatory approvals.
- Success in preclinical studies or clinical trials may not be indicative of results in future clinical trials.
- If we experience delays or difficulties in the enrolment of patients in clinical trials, our receipt of necessary regulatory approvals could be delayed or prevented.
- Risks Related to Our Dependence on Third Parties
The other 41 risks
- We rely on third parties to conduct clinical trials for our products, and those third parties may not perform satisfactorily, including failing to meet deadlines for the completion of such trials or failing to comply with applicable regulatory requirements.
- We rely on a collaboration with a third party for the quality assurance of our products, and we may seek additional collaborations in the future. If those collaborations are not successful, we may not be able to capitalize on the market potential of these products.
- Risks Related to the Commercialization of Our Products
- Even if any of our products receives marketing approval, it may fail to achieve the degree of market acceptance by healthcare providers, physicians, clinicians, patients, third-party payors and others in the medical community necessary for commercial success.
- We may eventually compete for product sales with other companies, many of which will have greater resources or capabilities than we have or may succeed in developing better products or in developing products more quickly than we do, and we may not compete successfully with them.
- Coverage and adequate reimbursement may not be available for our current or future products, which could make it difficult for us to sell profitably, if approved.
- Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop.
- Risks Related to Our Business and Managing Our Growth
- Our future success depends on our ability to retain key executives and to attract, retain and motivate qualified personnel.
- We expect to expand our development and regulatory capabilities and potentially implement sales, marketing and distribution capabilities, and as a result, we may encounter difficulties in managing our growth, which could disrupt our operations.
- Significant disruptions of our information technology systems or data security incidents could result in significant financial, legal, regulatory, business and reputational harm to us.
- If we engage in future acquisitions or strategic collaborations, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities and subject us to other risks.
- We are subject to the risks of conducting business internationally.
- Risks Related to Doing Business in China
- The medical industry in China is highly regulated and such regulations are subject to change which may affect approval and commercialization of our products.
- There may be difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us based on foreign laws.
- The PRC’s economic, political and social conditions, as well as governmental policies, could affect the business environment and financial markets in China, and our ability to operate our business, maintain our liquidity and keep our access to capital.
- Uncertainties with respect to the PRC legal system could adversely affect us.
- The approval of the China Securities Regulatory Commission, and other compliance procedures may be required in connection with any offering we may make and, if required, we cannot predict whether we will be able to obtain such approval.
- The PRC government has significant influence by enforcing existing rules and regulation, adopting new ones, or changing relevant industrial policies in a manner that may materially increase our compliance cost, change the relevant industry landscape in which we operate or otherwise cause significant changes to our business operations in China, which could result in material and adverse changes in our operations and cause the value of our securities to significantly decline or be worthless.
- We may be subject to anti-monopoly concerns as a result of our doing business in China.
- Changes in U.S. and international trade policies, particularly with respect to China, may adversely impact our business and operating results.
- Risks Related to Our Intellectual Property
- If we are unable to obtain and maintain patent protection for our technologies and products, or if the scope of the patent protection obtained is insufficient, our competitors could develop and commercialize technologies and products similar or identical to ours, and our ability to successfully commercialize our technologies and products may be impaired.
- We may become involved in lawsuits to protect or enforce our patents or other intellectual property, which could be expensive, time-consuming and unsuccessful.
- Third parties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would be uncertain and could significantly harm our business.
- If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
- We may not be able to protect our intellectual property rights throughout the world.
- Risks Related to Regulatory Approval of Our Products and Other Legal Compliance Matters
- Even if we complete the necessary preclinical studies and clinical trials, the regulatory approval process is expensive, time-consuming and uncertain and may prevent us or any future collaborators from obtaining approvals for the commercialization of some or all of our products. As a result, we cannot predict when or if, and in which territories, we, or any future collaborators, will obtain marketing approval to commercialize a product candidate.
- Failure to obtain marketing approval in foreign jurisdictions would prevent our products from being marketed in these territories. Any approval we are granted for our products in the United States would not assure approval of our products in foreign jurisdictions.
- The U.S. FDA, Chinese National Medical Products Administration and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction.
- Even if we obtain marketing approvals for our products, the terms of approvals and ongoing regulation of our products may limit how we manufacture and market our products and compliance with such requirements may involve substantial resources, which could materially impair our ability to generate revenue.
- Our employees, independent contractors, principal investigators, consultants, commercial partners and vendors may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements.
- Our current and future relationships with healthcare professionals, principal investigators, consultants, customers and third-party payors in the United States and elsewhere may be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, physician payment transparency, health information privacy and security and other healthcare laws and regulations, which could expose us to penalties.
- Recently enacted and future legislation may increase the difficulty and cost for us and our collaborators to obtain marketing approval of and commercialize our products and affect the prices we may obtain.
- Our business activities may be subject to the U.S. Foreign Corrupt Practices Act, or FCPA, and similar anti-bribery and anti-corruption laws of other countries in which we operate, as well as U.S. and foreign export controls, trade sanctions and import laws and regulations. Compliance with these legal requirements could limit our ability to compete in foreign markets and subject us to liability if we violate them.
- Risks Related to Ownership of Our Common Stock and Our Status as a Public Company
- The trading price of our common stock has been and is likely to be volatile and to fluctuate substantially, which could result in substantial losses for purchasers of our common stock.
- If we are not able to comply with the applicable continued listing requirements or standards of The Nasdaq Stock Market LLC, Nasdaq could delist our common stock, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- If equity research analysts do not publish research or reports, or publish unfavorable research or reports about us, our business or our market, our stock price and trading volume could decline.
- We do not intend to pay cash dividends on our common stock in the foreseeable future.
- Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholders may prevent new investors from influencing significant corporate decisions and matters submitted to stockholders for approval.
- Provisions in our corporate charter documents and under Delaware law could make an acquisition of our Company, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
- Our Amended and Restated Certificate of Incorporation provides that the Court of Chancery of the State of Delaware and the federal district courts of the United States of America are the exclusive forums for substantially all disputes between us and our stockholders, including claims under the Securities Act of 1933, as amended (the “Securities Act”) and the Exchange Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
- We are an “emerging growth company” and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors.
- We have identified material weaknesses in our internal controls over financial reporting, which could impair our ability to produce accurate financial statements on a timely basis.
Legal proceedings
From time to time, we may become involved in legal proceedings arising in the ordinary course of business. As of the date of this Report, there are no material pending legal proceedings in which the Company or any of its subsidiaries is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of its voting securities, or security holder is a party adverse to us or has a material interest adverse to the Company other than the following:
Employment Development Department
The Company entered into a settlement discussion with the Employment Development Department (EDD) of the State of California. This matter involved issues related to our previous management’s classification of certain work provided to or on behalf of the Company’s business as contract labor instead of employee labor. The total amount involved was approximately $300,000. Management petitioned for reassessment and believed the workers at issue were indeed actual contractors and not employees. We have no business in California other than one part time and one full time worker residing in California. The EDD approved a significant downward adjustment in our outstanding employment tax liability to approximately $40,000 and later to approximately $30,000. All amounts were paid prior to December 31, 2025 and this matter is settled.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11
- 12
- 13SEC EDGARCarolyn Hamby Shelton, Senior VP
- 14SEC EDGARLeslie Bernhard, Board member
- 15SEC EDGARAlan Kazden, Board member
- 16SEC EDGARRick Morad, Board member
- 17
- 18SEC EDGAROther events
- 19SEC EDGARListing notice or transfer
- 20SEC EDGARExecutive or director change
- 21
- 22
- 23
- 24SEC EDGARListing notice or transfer
- 25SEC EDGARShareholder vote
- 26SEC EDGAREntered a material agreement
- 27SEC EDGARListing notice or transfer
- 28SEC EDGARBylaws or fiscal year changed
- 29NasdaqNasdaq calendar
- 30
- 31
- 32