Form SCHEDULE 13G Nexalin Technology, Inc. Filed by: Alumni Capital LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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NEXALIN TECHNOLOGY, INC. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
08/19/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Alumni Capital LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,493,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Alumni Capital GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,493,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ashkan Mapar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,493,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
NEXALIN TECHNOLOGY, INC. | |
| (b) | Address of issuer's principal executive offices:
1776 Yorktown, Suite 550 Houston, TX 77056 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons".
The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling person is the control person of the General Partner. | |
| (b) | Address or principal business office or, if none, residence:
The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131. | |
| (c) | Citizenship:
Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Common Stock | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Alumni Capital LP - 2,493,075*
Alumni Capital GP LLC - 2,493,075*
Ashkan Mapar - 2,493,075*
*The shares of common stock (the "Shares") of Nexalin Technology, Inc. (the "Issuer") reported herein represent Shares acquired, or that may be acquired, by Alumni Capital LP (the "Fund") pursuant to (i) a Securities Purchase Agreement dated August 19, 2026 between the Issuer and the Fund (the "SPA"), (ii) a warrant to purchase up common stock dated August 19, 2026 (the "Common Warrant"), (iii) an Any Market Purchase Agreement dated August 19, 2026, between the Issuer and the Fund (the "AMPA" and together with the SPA, the "Purchase Agreements"), and (iv) a pre-funded warrant to purchase common stock dated August 19, 2026 (the "Pre-Funded Warrant" and together with the Common Warrant, the "Warrants").
Under the Commitment Warrants, the Fund may acquire Shares in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One such limitation is that the Fund is prohibited from acquiring any Shares under the Warrants, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 9.99% of the Shares outstanding (the "Ownership Limitation"). The Fund may change the Ownership Limitation any other percentage not in excess of 9.99% upon written agreement of the Fund and the Issuer.
Furthermore, under the Purchase Agreements, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreements, as applicable. One of such limitations is that the Fund is prohibited from acquiring any Shares under either Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed the Ownership Limitation. The Fund may increase or decrease the Ownership Limitation to any other percentage not in excess of 9.99% upon written agreement of the Fund and the Issuer.
As such, the percent of class reported herein is giving effect to the Purchase Agreement Ownership Limitation, and it is based upon the Issuer's Prospectus on Form 424B3 filed with the SEC on August 20, 2026 that there were 22,462,632 Shares outstanding as of August 14, 2026, plus 2,419,354 Shares that the Reporting Persons acquired pursuant to the SPA, plus the number of Shares that the Reporting Persons may acquire at the direction of the Issuer and/or upon exercise of all the Warrants (subject to the Ownership Limitation) in accordance with Rule 13d-3(d)(1)(i) under the Act.
For the sake of clarity, the Fund currently owns 2,419,354 Shares as of the date of the filing, has the right to acquire 73,721 Shares upon exercise of outstanding Warrants as of the date of the filing (based on the Ownership Limitation), and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement and the Common Warrants. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein. | |
| (b) | Percent of class:
Alumni Capital LP - 9.99%
Alumni Capital GP LLC - 9.99%
Ashkan Mapar - 9.99% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Alumni Capital LP - 2,493,075*
Alumni Capital GP LLC - 2,493,075*
Ashkan Mapar - 2,493,075* | ||
| (iii) Sole power to dispose or to direct the disposition of:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Alumni Capital LP - 2,493,075*
Alumni Capital GP LLC - 2,493,075*
Ashkan Mapar - 2,493,075* | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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A. Agreement of Joint Filing |
ATTACHMENTS / EXHIBITS