Sec Form 5 Filing - Shelton Carolyn Hamby @ Nexalin Technology, Inc. - 2024-12-31

FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Shelton Carolyn Hamby 2. Issuer Name and Ticker or Trading Symbol Nexalin Technology, Inc. [ NXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP (Last) (First) (Middle) 14437 HIDDEN LOOP ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2024 (Street) BYHALIA, MS38611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock 10/14/2024 P( 1 ) V 24,000 A $ 0.85 24,000 D Common stock ( 1 ) 24,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 0.6621 11/07/2024 A 90,620 ( 2 ) 09/25/2029 Common Stock 90,620 $ 0 90,620 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shelton Carolyn Hamby 14437 HIDDEN LOOP ROAD BYHALIA, MS38611 Senior VP Signatures /s/ Carolyn Shelton Name: Carolyn Shelton 02/10/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares purchased after appointment as Senior Vice President, Quality, Regulatory and Clinical Affairs. ( 2 )The reporting person was granted an option to purchase 90,620 shares of common stock. The option vests in three equal annual installments based on the satisfaction of certain performance criteria for each of the annual periods ending September 16, 2025, 2026 and 2027.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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