Nexalin Technology (NXL) investor relations material

Executive summary

• Annual Meeting scheduled for August 11, 2026, to be held virtually, with voting on key corporate proposals and director elections.

• Record date for voting is July 6, 2026; proxy materials distributed starting July 17, 2026.

• Shareholders encouraged to vote electronically or by mail to ensure representation.

Voting matters and shareholder proposals

• Election of five directors for one-year terms.

• Approval of the 2026 Equity Incentive Plan, authorizing 7,000,000 shares for awards and replacing the 2023 Plan.

• Authorization for one or more reverse stock splits at ratios between 1-for-2 and 1-for-100, up to 1-for-250 in aggregate, at the Board's discretion.

• Amendment to authorize 10 million shares of blank check preferred stock.

• Amendment to provide for officer exculpation in the certificate of incorporation.

• Ratification of CBIZ CPAs P.C. as independent auditors for fiscal year 2026.

Board of directors and corporate governance

• Board consists of five members, with Leslie Bernhard as Chairman and Mark White as CEO.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent directors.

• Board leadership structure separates Chairman and CEO roles for governance effectiveness.

• Code of ethics and whistleblower policy in place; insider trading policy governs securities transactions.